dunamis capital plc no 2, deal place, colombo prospectus - colombo stock exchange · 2016-09-29 ·...

PROSPECTUS | DEBENTURE ISSUE 2015

Dunamis Capital PLCNo 2, Deal Place, Colombo

MANAGERS TO THE ISSUE:

DUNAMIS CAPITAL PLC

PROSPECTUS

AN ISSUE OF TEN MILLION (10,000,000) RATED, SENIOR, UNSECURED, REDEEMABLE DEBENTURES AT A PAR VALUE OF LKR 100/- EACH

TO RAISE SRI LANKA RUPEES ONE BILLION (LKR 1,000,000,000/-)

TO BE LISTED ON THE COLOMBO STOCK EXCHANGE

ISSUE OPENS ON 19 November 2015


FIRST CAPITAL LIMITED

2 | DUNAMIS CAPITAL PLC

PROSPECTUS

This Prospectus is dated 11 November 2015.

This Prospectus has been prepared by First Capital Limited from the information provided by Dunamis Capital PLC

(hereinafter sometimes referred to as ‘the Company’ or ‘DCP’). The Directors of the Company, collectively and individually,

having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained

herein is true and correct in all material respect and that there are no other material facts, the omission of which, would

make any statement herein misleading.

While the Company has taken reasonable care to ensure full and fair disclosure, it does not assume any responsibility

for any investment decisions made by the investors based on information contained herein. In making an investment

decision, prospective investors must rely on their own examination and assessment of the Company including the risks

involved.

No person is authorized to give any information or make any representation in connection with the Debentures other

than the information and representations contained in this Prospectus and if given or made, any such information or

representation must not be relied upon as having been authorized by the Company.

The reporting Accountants and Auditors of Dunamis Capital PLC, the Managers to the Issue, Registrars to the Issue,

Trustees, Lawyers to the Issue, Bankers to the Issue, Company Secretaries and the Rating Agency have given their written

consent for the inclusion of their names and their reports/statements in the Prospectus.

Registration of the Prospectus

A copy of this Prospectus has been registered with the Registrar General of Companies in Sri Lanka in accordance with

the Companies Act No. 07 of 2007 (The “Companies Act”).

The delivery of this Prospectus shall not under any circumstances constitute a representation or create

any implication or suggestion that there has been no material change in the affairs of the Company

since the date of Prospectus.

If you are in any doubt regarding the contents of this document or if you require any clarification or

advice you may consult your Stockbroker, Bank Manager, Lawyer or any other Professional Advisor in

this regard.

The Colombo Stock Exchange (CSE) has taken reasonable care to ensure full and fair disclosure of information in this Prospectus. However, the CSE assumes no responsibility for accuracy of the statements made, opinions expressed or reports included in this Prospectus. The interest rate, redemption and other terms and conditions of the Debentures issued herein have been decided by the Company.

DEBENTURE ISSUE 2015 | 3

All Applicants should indicate in the application for Debentures, their CDS Account Number.

As per Rule 3.3.13 of the CSE Listing Rules, all Debentures allotted shall be directly uploaded to the

CDS.

Applicants who do not have a CDS Account are advised to open a CDS account prior to making the

application, in order to facilitate the uploading of allotted Debentures to the CDS.

PLEASE NOTE THAT UPON THE ALLOTMENT OF DEBENTURES UNDER THIS ISSUE THE ALLOTTED

DEBENTURES WOULD BE CREDITED TO THE APPLICANT’S CDS ACCOUNT SO INDICATED.

PLEASE NOTE THAT DEBENTURE CERTIFICATES SHALL NOT BE ISSUED.

APPLICATIONS WHICH DO NOT CARRY THE CDS ACCOUNT NUMBER, WHICH IS NOT OPENED AT THE

TIME OF THE CLOSURE OF THE SUBSCRIPTION LIST OR WHICH INDICATE AN INCORRECT/ INACCURATE

CDS ACCOUNT NUMBER SHALL BE REJECTED, AND NO ALLOTMENT WILL BE MADE.

You can open a CDS Account through any Member/Trading Member of the CSE as set out in Annexure III

or any Custodian Bank set out in Annexure IV of this Prospectus.


CORPORATE INFORMATION

Issuer Dunamis Capital PLC

Place of Incorporation Sri Lanka

Legal Form Dunamis Capital PLC was incorporated in 1985 under the provisions

of the Companies Act No. 17 of 1982 and re-registered under the

Companies Act No. 7 of 2007 on 15 August 2007. The Company

was listed on the Colombo Stock Exchange in 1986. (Please refer

section 3.2 for further details)

Company Registration Number PQ 69

Credit Rating – Entity [SL]BBB+ ; with Stable Outlook by ICRA Lanka Limited

Registered Office Dunamis Capital PLCNo. 2, Deal Place

Colombo 3

Tel: +94 112 639 878

Fax: +94 112 639 868

Secretaries to the Company KHL Corporate Services LimitedNo. 2, Deal Place

Colombo 3

Tel: +94 112 639 807

Fax: +94 112 639 868

Auditors/Reporting Accountants to the Company M/s. KPMGChartered Accountants

32A, Sir Mohamed Macan Markar Mawatha,

Colombo 3

Tel: +94 115 426 426

Fax: +94 112 445 872

Board of Directors Ms Manjula Mathews - Executive Chairperson

Mr Dinesh Schaffter - Managing Director

Mr Eardley Perera - Independent, Non-Executive Director

Mr Chandana L De Silva - Independent, Non-Executive Director

Mr Saliya Wickramasuriya - Independent Non-Executive Director

Dr. Nishan de Mel - Independent Non-Executive Director


RELEVANT PARTIES TO THE OFFERING

Managers to the Issue

First Capital LimitedNo. 02, Deal Place

Colombo 03

Tel: +94 112 639 845/94

Fax: +94 112 639 819

Bankers to the Issue Trustees to the Issue Auditors to the Issue

Hatton National Bank PLCNo. 479, T B Jayah Mawatha

Colombo 10

Tel : +94 115 382 301

Bank of CeylonInvestment Banking Division

11th Floor, Head Office

No. 1, Bank of Ceylon Mawatha

Colombo 01

Tel : +94 112 448 348

: +94 112 542 167

Fax : +94 112 346 842

KPMGChartered Accountants

No. 32A, Sir Mohamed Macan Markar

Mawatha

P.O. Box 186

Colombo 08

Tel : +94 115 426 426

Fax : +94 112 445 872

Lawyers to the Issue Registrars to the Issue Rating Agency

M/s. Nithya PartnersAttorneys–at-Law

No. 97A, Galle Road

Colombo 03

Tel : +94 114 712 625

Fax : +94 112 328 817

Business Intelligence (Pvt.) LimitedNo. 08, Tickell Road

Colombo 08

Tel : +94 115 579 900

Fax : +94 112 015 960

ICRA Lanka LimitedNo. 10-02 East Tower

World Trade Center

Colombo 01

Tel : +94 114 339 907

Fax : +94 112 333 307


SALIENT FEATURES AT A GLANCE

Issuer Dunamis Capital PLC

Instrument Type Rated, Senior, Unsecured, Redeemable, Five (05) Year (2015/2020) Debentures

Number of Debentures to be Issued

An Issue of Ten Million (10,000,000) Rated, Senior, Unsecured, Redeemable Debentures

Par Value LKR 100/- per each Debenture

Issue Price LKR 100/- per each Debenture

Amount to be Raised Sri Lanka Rupees One Billion (LKR 1,000,000,000/-)

Tenure of Debentures Five (05) Years

Issuer Rating [SL]BBB+ ; with Stable Outlook by ICRA Lanka Limited

Instrument Rating [SL]BBB+ ; with Stable Outlook by ICRA Lanka Limited

Listing The Debentures will be listed on the Colombo Stock Exchange

Opening Date 19 November 2015

Closing Date On 09 December 2015 or such earlier date on which;

The maximum of 10,000,000 Debentures are fully subscribed; or

The Directors may, at its discretion, decide to close the subscription list prior to the

10,000,000 Debentures being fully subscribed. Please refer section 1.2 for details

Interest Rate Type of Debentures

Interest Rate (p.a.) Annual Effective Rate(AER) p.a.

Redemption (from the Date of Allotment)

Type A 10.50% payable semi-annually 10.78% 5 years

Type B 6 month Net T-Bill Rate plus

2.50% payable semi-annually

N/A 5 years

With respect to Type B Rated, Senior, Unsecured, Redeemable Debentures the Six Month

Treasury Bill rate (net of tax) published by the Central Bank of Sri Lanka at an auction held

immediately prior to the first date of each Interest Period in respect of each subsequent

Interest Period will be considered, provided however that such Rate of Interest shall

not exceed Twelve per centum (12.00%) per annum and shall not be less than Nine per

centum (9.00%) per annum.

Minimum Subscription The minimum subscription per application is LKR 10,000/- (i.e. One Hundred (100)

Debentures). Applications exceeding the minimum subscription should be in multiples

of LKR 10,000/- (i .e. in multiples of One Hundred (100) Debentures)

Redemption/Maturity Date On completion of Five (05) years from allotment date or on such earlier date on which

the Debentures are redeemed or become payable in terms of the Trust Deed, Clause 10.

Please refer section 1.5 of the Prospectus for further details


Final Interest payment Date

The Final Interest payment will be paid together with the Principal Sum within three

(03) Market Days from the date of redemption/maturity

Mode of Payment Interest and Capital sum will be paid to Debenture holders through an electronic fund

transfer mechanism recognized by the banking system of Sri Lanka such as SLIPS and

RTGS in the event accurate bank details have been provided, or by crossed cheques

Marked “Account Payee Only” in the event accurate bank details have not been provided

Basis of Allotment In the event of over subscription, the basis of allotment will be decided by the Board of

Directors of the Company within Seven (07) Market days from the Closing date. Further,

the Board reserves the right to allocate a maximum of up to 70% of the debentures

allotted on a preferential basis. Applicants receiving preferential allotment will not be

allotted any additional debentures in excess of the debentures preferentially allotted to

such applicants. Further, if the Board of Directors at their discretion decide to close the

subscription list prior to the issue being fully subscribed, the basis of allotment will be

decided with the concurrence of the CSE prior to the announcement being made

Interest Payment Dates The dates on which payments of interest in respect of the Debentures shall fall due,

which shall be six (6) months from the Date of Allotment and every six (6) months

therefrom of each year from the Date of Allotment until the Date of Redemption and

includes the Date of Redemption


ABBREVIATIONS USED IN THE PROSPECTUS

AER - Annual Effective Rate

ATS - Automated Trading System of the Colombo Stock Exchange

AWPLR - Average Weighted Prime Lending Rate

Bn - Billion

CBSL - Central Bank of Sri Lanka

CDS - Central Depository Systems (Private) Limited

CSE - Colombo Stock Exchange

FYE - Financial Year Ended

Issuer or DCP - Issuer of Debentures/ Dunamis Capital PLC

LKR - Sri Lankan Rupees

Mn - Million

NIC - National Identity Card

POA - Power of Attorney

QE - Quarter Ended

RTGS - Real Time Gross Settlement

SEC - Securities & Exchange Commission of Sri Lanka

SIA - Securities Investment Account

SLIPS - Sri Lanka Inter-Bank Payment System


DEFINITIONS FOR THE TERMS USED IN THE PROSPECTUS

Annual A period of twelve (12) monthsApplicant Any person who submits an Application Form under this ProspectusApplication Form/ Application The application form that constitutes part of this Prospectus through which an

Applicant may apply for the Debentures in IssueArticles of Association Articles of Association of Dunamis Capital PLCAWPLR Average Weighted Prime Lending Rate. A rate which is calculated weekly by CBSL,

based on Lending Rates offered by Commercial Banks to their prime customers during the week

Ceteris Paribus All other factors being equalDate of Allotment The date on which all the Debentures will be allotted by the Company to Applicants

subscribing theretoDebentures All of the Rated, Senior, Unsecured, Redeemable Debentures issued pursuant to this

ProspectusDebenture Holder(s) Any person who is for the time being the holder of the Debentures and includes

his/her respective successors in titleDirectors or Board Directors of Dunamis Capital PLC from time to time constitutedEntitlement Date The Market day immediately preceding the Interest Payment Date and the date of

redemption/ maturityPar Value LKR 100/- per each DebentureInterest Period First Interest Period

The Six (6) month period commencing from the Date of Allotment and ending on the first Interest Payment Date (inclusive of the aforementioned commencement date and end date).Final Interest PeriodThe Six (6) month period from the date immediately succeeding the last Interest Payment Date before the Date of Redemption and ending on the date immediately preceding the Date of Redemption (inclusive of the aforementioned commencement date and end date).

Interest Payment Dates The dates on which payments of interest in respect of the Debentures shall fall due, which shall be six (6) months from the Date of Allotment and every six (6) months therefrom of each year from the Date of Allotment until the Date of Redemption and includes the Date of Redemption. Interest payments will be made within three (03) market days from the due date of interest.

In the event of the Final Interest, the Final Interest payment will be paid together with the Principal Sum within three (03) Market Days from the date of redemption/maturity

Issue The offer of Debentures pursuant to this ProspectusIssue Price LKR 100/- per each DebentureMarket Day A day on which trading takes place on the Colombo Stock ExchangeMoney Market Savings Rate The Rate Banker to the Issue publishes based on the interbank money market rate.

The Rate is published on a weekly basis on every Tuesday for the period of 7 days. Interest rate is subject to change on a weekly basis

Non-Resident(s) Foreign institutional investors, corporate bodies incorporated outside Sri Lanka, individuals resident outside Sri Lanka and Sri Lankans resident outside Sri Lanka

Principal Sum The product of the Par Value and the number of Debentures allottedProspectus This Prospectus dated 11 November 2015 issued by Dunamis Capital PLCTrustee Bank of CeylonTrust Deed Trust Deed between Dunamis Capital PLC and Bank of Ceylon


TABLE OF CONTENTS

1.0 PRINCIPAL FEATURES OF THE ISSUE

1.1 INVITATION TO SUBSCRIBE .................................................................................................................................................................. 12

1.2 SUBSCRIPTION LIST ................................................................................................................................................................................ 12

1.3 OBJECTIVES OF THE ISSUE ................................................................................................................................................................... 12

1.4 INTEREST ..................................................................................................................................................................................................... 15

1.5 MATURITY/REDEMPTION ......................................................................................................................................................................16

1.6 PAYMENT OF PRINCIPAL AND INTEREST .........................................................................................................................................18

1.7 TRUSTEE TO THE ISSUE .........................................................................................................................................................................18

1.8 BENEFITS OF INVESTING IN DEBENTURES ....................................................................................................................................18

1.9 RIGHTS AND OBLIGATIONS OF DEBENTURE HOLDERS ............................................................................................................19

1.10 RISK FACTORS ASSOCIATED WITH DEBENTURES ........................................................................................................................19

1.11 CREDIT RATING ......................................................................................................................................................................................... 21

1.12 PROSPECTUS ............................................................................................................................................................................................ 22

1.13 TRANSFER OF DEBENTURES ................................................................................................................................................................ 22

1.14 LISTING ........................................................................................................................................................................................................ 22

1.15 REGISTRATION ..........................................................................................................................................................................................23

1.16 BROKERAGE ................................................................................................................................................................................................23

1.17 OTHER COSTS OF THE ISSUE ..............................................................................................................................................................23

1.18 UNDERWRITING ........................................................................................................................................................................................ 24

2.0 PROCEDURE FOR APPLICATION

2.1 INSPECTION OF DOCUMENTS ............................................................................................................................................................. 24

2.2 ELIGIBLE APPLICANTS ............................................................................................................................................................................ 24

2.3 HOW TO APPLY .......................................................................................................................................................................................... 25

2.4 MODE OF PAYMENT ................................................................................................................................................................................. 27

2.5 REJECTION OF APPLICATIONS .............................................................................................................................................................29

2.6 BANKING OF PAYMENTS ........................................................................................................................................................................29

2.7 BASIS OF ALLOTMENT OF DEBENTURES .........................................................................................................................................29

2.8 ACCEPTANCE AND REFUNDS ...............................................................................................................................................................30

2.9 DIRECT LODGEMENT WITH THE CDS AND TRADING OF DEBENTURES ...............................................................................30


3.0 PROFILE OF THE COMPANY

3.1 INCORPORATION ......................................................................................................................................................................................31

3.2 OVERVIEW ...................................................................................................................................................................................................31

3.3 KEY SUBSIDIARY COMPANIES, THEIR PRODUCTS & SERVICES ...............................................................................................31

3.4 SHAREHOLDING & GROUP STRUCTURE AS AT 30 SEPTEMBER 2015 ..................................................................................34

3.5 STATED CAPITAL .......................................................................................................................................................................................34

3.6 MAJOR SHAREHOLDERS ........................................................................................................................................................................35

3.7 DETAILS OF THE DIRECTORS ...............................................................................................................................................................35

4.0 STATUTORY AND GENERAL INFORMATION

4.1 FINANCIAL YEAR .......................................................................................................................................................................................38

4.2 LITIGATION, DISPUTES AND CONTINGENT LIABILITIES ............................................................................................................38

4.3 LITIGATION AGAINST THE COMPANY ................................................................................................................................................39

4.4 PARTICULARS OF DEBT AND LOAN CAPITAL .................................................................................................................................. 40

4.5 INTEREST COVER ...................................................................................................................................................................................... 41

4.6 DEBT TO EQUITY RATIO ......................................................................................................................................................................... 41

4.7 DEBT SERVICING DETAILS OF THE COMPANY ............................................................................................................................... 42

4.8 MANAGEMENT’S DISCUSSION ............................................................................................................................................................. 42

5.0 STATUTORY DECLARATIONS

5.1 STATUTORY DECLARATION BY THE DIRECTORS ........................................................................................................................... 44

5.2 STATUTORY DECLARATION BY THE MANAGERS TO THE ISSUE .............................................................................................. 44

6.0 FINANCIAL INFORMATION

6.1 FINANCIAL INFORMATION .................................................................................................................................................................... 45

ANNEXURES

I RATING REPORT ........................................................................................................................................................................................46

II ACCOUNTANTS’ REPORT & FIVE YEAR FINANCIAL SUMMARY ................................................................................................49

III COLLECTION POINTS .............................................................................................................................................................................64

IV CUSTODIAN BANKS ................................................................................................................................................................................. 70


1.0 PRINCIPAL FEATURES OF THE ISSUE

1.1 INVITATION TO SUBSCRIBE

Pursuant to the Resolution passed by the Board of Directors of Dunamis Capital PLC (hereinafter called The Company

or DCP) on 13 October 2015, it was resolved to raise a sum of Sri Lanka Rupees One Billion (LKR 1,000,000,000/-)

by an issue of up to Ten Million (10,000,000) Rated, Senior, Unsecured, Redeemable Debentures.

This Prospectus invites the public to make applications for the purchase of the Debentures of Type A and/or Type

B, which offer a fixed interest rate of 10.50% p.a. (AER 10.78%) and a floating rate of six (6) month net Treasury Bill

rate plus 2.50% p.a. respectively and which shall rank pari passu with each other except for rate of interest, payable

semi-annually until the expiry of five (05) years from the date of allotment on the principal sum of the Debentures.

1.2 SUBSCRIPTION LIST

The subscription list for the Rated, Senior, Unsecured, Redeemable, Five year (2015/2020) Debentures pursuant to

this Prospectus will open at 9.00 a.m. on 19 November 2015 and shall remain open for fourteen (14) market days

until closure at 4.30 p.m. on 09 December 2015.

In the event of an over subscription of the Ten Million (10,000,000) Debentures, the subscription list will close at

4.30 p.m. on the same day on which it is fully subscribed for, with the notification to CSE.

Further, the Board of Directors may, at its discretion, decide to close the subscription list prior to the issue being

fully subscribed. In such circumstance, the subscription list will close at 4.30 p.m. on the market day succeeding

the date of notification to CSE.

Applications can be made forthwith in the manner set out in Section 2.0 and duly completed Application Forms

will be accepted at any one of the collection points set out in Annexure III of this Prospectus.

1.3 OBJECTIVES OF THE ISSUE

The primary objective of the issue is stated as follows:

- Rs. 500 million will be utilized to settle short term Commercial Paper and Loans currently of a tenure less

than 03 months and costing approximately 9%

- Rs. 500 million will be invested in listed and unlisted equities.

Further details of the fund utilization are outlined in Table 1.3.1


Table 1.3.1

Item Description Fund utilization (LKR)

Interest Rate Expected timeline for fund utilization

Utilization of funds during the interim period

Rs. 500 million

will be utilized to

settle short term

Commercial Paper

and loans currently of

a tenure less than 03

months and costing

approximately 9%

(a) to settle LKR 150

Mn Money Market

Loan obtained

from a leading

Commercial Bank

Approximately

8.50%

Prior to 31

January 2016

In the event of a delay, the

Company wishes to invest

the funds raised through

the debenture issue in

Government Securities

which are risk free until the

immediate utilization upon

receipt of the same. Further

the Company has no intention

of investing the funds with

Related Parties.

(b) to settle

Commercial Papers

amounting to LKR

350 Mn

Between 8.35%

and 10.25%

Prior to 31

D e c e m b e r

2016

Rs. 500 million will be

invested in listed and

unlisted equities.

LKR 500 Mn within 01 year

In the event of an under subscription of the proposed Debenture issue the Company would allocate the funds raised among the objectives set forth on a pro-rata basis.

Investment in the listed and unlisted equities will be decided based on the prevailing market conditions and Investment Committee recommendations within the stipulated time frame of one year from the date of allotment of the said Debentures. The Company’s expected return on the investment in listed equities will be the expected market return depending on the market segments that the Company wishes to invest in. The Company expects the returns to be sufficient to cover the repayments. However, in the event of a shortfall, the Company will use existing funds of the company along with funds sourced from other forms of borrowing to repay the capital and interest. Investment recommendations are made by the Managing Director and are considered by an Investment Committee which consists of two Independent Directors. The investment committee is mandated by the board to create a portfolio of investments in listed equity as well as to evaluate and recommend opportunities in undervalued but promising unlisted companies.

The Investment Committee of DCP comprise of Three (3) members as at 30 September 2015. The details of the Committee members are given below (Table 1.3.2).

Table 1.3.2

Name Designation Qualifications

Mr. Dinesh Schaffter Managing Director ACMA, LLB (UK)

Mr. Chandana de Silva Independent, Non-Executive Director FCA (England & Wales), FCA (Sri Lanka)

Mr. Saliya Wickramasuriya Independent, Non-Executive Director BSc (Hons) Degree in Engineering Physics

A brief profile of each of the Members is given under Section 3.7


The Company currently does not have a Related Party Transaction Review Committee in place. However in compliance with CSE listing rules DCP wishes to form a new Related Party Transaction Review Committee which shall comply with the Rules pertaining to Related Party Transactions with effect from 01st January 2016.

DCP issued a similar Debenture in 2014 with objectives similar in nature. Hence a detailed breakdown of the

present status in terms of the Objectives disclosed in the previous Debenture is given in the Table (Table 1.3.3)

below.

Table 1.3.3

Objectives given in the prospectus

Allocated amount for each objective (given in the prospectus) (A)

Utilized Amount as at 30.09.2015 (B)

Utilization as a percentage (%) of Allocated Amount (B/A)

Amount not yet utilized(LKR)(C)

Proposed date of utilization of the Remaining Proceeds

Remaining Proceeds as a Percentage (%) of Allocated Amount (C/A)

The Primary objective of the issue is to increase the Company’s long term funding base

LKR 500 Mn will be

utilized to settle short term

Commercial Papers and

loans currently of a tenure

less than 03 months and

costing approximately 12%.

LKR 500 Mn LKR 500 Mn 100% NIL NIL NIL

LKR 250 Mn will be invested

in listed equities with a

medium term-view

LKR 250 Mn LKR 250 Mn 100% NIL NIL NIL

LKR 250 Mn will be retained

as a reserve to fund future

acquisitions/ investments,

as yet unidentified. These

investments will generally

be long term in nature and

will be either controlling

or minority stakes in

companies.

LKR 250 Mn LKR 250 Mn

(LKR 150

Mn invested

in Premier

S y n t h e t i c

L e a t h e r

Manufacturers

(Pvt) Limited

and LKR 100

Mn in listed

equities)

100% NIL NIL NIL


1.4 INTEREST

Type A Ten decimal Five Zero per centum (10.50%) per annum payable semi-annually on the Interest

Payment Dates AER-10.78% - Tenure 5 years

Type B Six month Treasury Bill rate plus Two decimal Five Zero per centum (2.50%) per annum payable

semi-annually on the Interest Payment Dates - Tenure 5 years

With regard to Debentures of Type B, the floating rate to be determined based on Six (06) month Net Treasury Bill Rate as announced by the Public Debt Department of the Central Bank of Sri Lanka immediately prior to the commencement of each interest period, provided however that such Rate of Interest shall not exceed Twelve per centum (12.00%) per annum and shall not be less than Nine per centum (9.00%) per annum.

Interest on the Debentures accruing on a daily basis will be paid at the rates specified above on the principal sum semi-annually each year at the expiry of every six (6) month period from the Date of Allotment and every six (6)month period therefrom of each year until the Date of Redemption and includes the Date of Redemption.

For the above said Debentures, the interest will be payable semi-annually within Three (03) Market Days from the end of every Six (6) months. In the event of the Final Interest, the Final Interest payment will be paid together with the Principal Sum within Three (03) Market Days from the date of redemption/maturity. The first interest payment will be made on xx 2016, being the interest due on account for the period commencing from the date of allotment until the xx 2016 (Inclusive of the aforementioned commencement date and end date).

The interest due on the Debentures for a particular Interest Period will be calculated based on the actual number of days in such Interest Period and will be paid not later than Three (03) Market Days from each Interest Payment Date.

The interest for the Final Interest Period will be calculated based on the actual number of days in the Final Interest Period. The Final Interest payment will be paid together with the Principal Sum within Three (03) Market Days from the date of redemption/maturity.

For avoidance of doubt, the date of redemption/maturity will not be included or taken into account for purposes of calculating the interest due on the Debentures for the Final Interest Period.

In order to accommodate the Debenture interest cycles in the Automated Trading System of the CSE, the payment of interest for a particular Interest Payment Date will not include Debenture Holders holding Debentures in the CDS as at the last day of the payment cycle but one day prior to the Interest Payment Date (Entitlement Date). If the entitlement date is a holiday, interest shall be calculated including the entitlement date. Payment of the interest on the Debentures will be made after deducting any taxes and charges thereon (if any) in Sri Lanka Rupees as per the applicable law prevailing at the time of interest payment to the Debenture Holders.

As per Section 9 (o) of the Inland Revenue Act No. 10 of 2006 (as amended by section 4 of the Inland Revenue (Amendment) Act No. 18 of 2013), the interest income from any investment made on or after January 1, 2013 in corporate debt securities (i.e. Debentures), quoted in any stock exchange licensed by the SEC is exempt from income tax. Furthermore, in terms of Section 13 (xxxxxxx) of the Inland Revenue Act No. 10 of 2006 (as amended by section 5 (3) of the Inland Revenue (Amendment) Act No. 18 of 2013), the profits and income earned from any such investment have also been exempted from income tax.


1.5 MATURITY/ REDEMPTION

The Company shall redeem the said Rated, Senior, Unsecured, Redeemable Debentures on the expiry of Five (05)

years from the Date of Allotment in accordance with the provisions contained in the Trust Deed. The Company shall

not redeem the Debentures before the Date of Redemption of such Debentures, except in the circumstances where

the Debentures have become immediately payable in terms of Clause 10 (Events of Default) of the Trust Deed.

The Debenture holders shall not have any right or option to call for redemption of the Debentures before the Date

of Redemption of such Debentures, except in the circumstances where the Debentures have become immediately

payable in terms of Clause 10 (Events of Default) of the Trust Deed as aforesaid. The following would constitute

Events of Default in terms of Clause 10 of the Trust Deed:

(a) If the Company defaults on the payment of the principal sum or any interest due on the whole or any part

of the Debentures in accordance with the provisions contained in the Trust Deed.

(b) If the Debentures cease to be listed in the CSE at any time between the time of listing and the Date of

Redemption, due to any default on the part of the Company.

(c) If the Company stops or threatens to stop payment of its debts or ceases to carry on its business, which may

lead to the winding up of the Company.

(d) If any liquidation, bankruptcy, insolvency, receivership or similar action or proceeding is commenced against

the Company or an order shall be made or an effective resolution shall be passed for the winding up of the

Company.

(e) If the Company does not submit a certificate to the Trustee as set out in Clause 9 (c), Clause 9 (e) or Clause

9 (h) of the Trust Deed.

(f) If the Company commits a breach of any of the other covenants or provisions in the Trust Deed and on its

part to be observed and performed provided however that the Trustee shall give the Company up to thirty

(30) days’ notice before declaring such breach to be an Event of Default.

(g) Where any other indebtedness of the Company becomes due and payable prior to its stated maturity or

where security created for any other indebtedness becomes enforceable.

(h) Where there is revocation, withholding or modification of a license, authorization or approval that impairs

or prejudices the Company’s ability to comply with the terms and conditions of the Debentures or the

provisions of the Trust Deed or any other document relating to the issue, offer or invitation in respect of the

Debentures.

(i) Where any mortgage, charge, pledge, lien or other encumbrance present or future is created or assumed by

the Company contrary to the terms or conditions of the Debentures and the provisions of the Trust Deed.

Part redemption of the Debentures will not be possible in accordance with the Trust Deed, Clause 13.


On the Date of Redemption of the Debentures, the Company shall in accordance with the provisions contained in

the Trust Deed pay to the Debenture Holders the principal sum of the Debentures which ought to be redeemed and

interest (if any) remaining unpaid up to the date immediately preceding the Date of Redemption of the Debentures.

If the Date of Redemption falls on a day which is not a Market Day, then the Date of Redemption shall be the

immediately succeeding Market Day and interest shall be paid up to the date immediately preceding such Market

Day (inclusive of all intervening non-Market Days).


1.6 PAYMENT OF PRINCIPAL AND INTEREST

The Company will redeem the Debentures on the respective date of redemption/maturity as specified in Section 1.5

and the interest payments will be made as specified in Section 1.4. The payment of Principal Sum and interest will

be made through an electronic fund transfer mechanism recognized by the banking system of Sri Lanka to a bank

account provided to the CDS by the Applicant, such as SLIPS and RTGS if accurate bank details have been provided,

or by crossed cheque marked “Account Payee Only” dispatched by registered post to the addresses provided by the

Debenture Holders to the CDS at the risk of the Debenture Holders in the event accurate bank details have not

been provided. RTGS transfers however could be effected only for amounts over and above the maximum value

that can be accommodated via SLIPS transfers (i.e. LKR 5,000,000/- as of the date of this Prospectus).

However, in the event the payment is over the maximum amount accommodated through an electronic fund

transfer mechanism recognized by the banking system of Sri Lanka or if the Debenture Holder has not provided to

the CDS accurate and correct details of his/her bank account for the payment of Principal Sum and interest, such

payment to the Debenture Holder will be made by way of a cheque and sent by registered post at the risk of the

Debenture Holder.

The payment of interest will be made in Sri Lanka Rupees in favour of the Debenture Holders as at the Entitlement

Date (in the case of joint Debenture Holders to the one whose name stands first in the register of Debenture

Holders). The payment of Principal Sum and unpaid and accrued interest payable on the Redemption of Debentures

will be made in Sri Lanka Rupees in favour of the Debenture Holders as at end of trading on the Market Day

immediately preceding the date of redemption/maturity (in the case of joint Debenture Holders to the one whose

name stands first in the register of Debenture Holders).

1.7 TRUSTEES TO THE ISSUE

Bank of Ceylon has agreed to act as the Trustee to the Debenture Holders. The Company has entered into an

agreement with the Trustee (hereinafter called the “Trust Deed”). Debenture Holders in their Application Forms for

subscription will be required to authorize the Trustee to act as their agent in entering into such deeds, writings, and

instruments with the Company in terms of the Trust Deed and to act as the agent and Trustee for the Debenture

Holders.

The rights and obligations of the Trustee are set out in the Trust Deed dated 09 November 2015 and the Debentures

will be subject to the terms and conditions incorporated in the said Trust Deed. The fee payable to the Trustee

will be LKR 270,000.00 per annum payable in semi-annual installments of LKR 135,000/-. There is no conflict of

interest arising between the Trustee or its Directors and the Entity.

1.8 BENEFITS OF INVESTING IN DEBENTURES

• Provides an opportunity to diversify the investment portfolio of the investor

• Provides an opportunity to earn a regular cash flow of interest payments on a periodic basis, up to a fixed period of five (05) years

• As per Section 9 (o) of the Inland Revenue Act No. 10 of 2006 (as amended by section 4 of the Inland Revenue (Amendment) Act No. 18 of 2013), the interest income from any investment made on or after the


January 1, 2013 in corporate debt securities (i.e. Debentures), quoted in any stock exchange licensed by the SEC is exempt from income tax. Furthermore, in terms of Section 13 (xxxxxxx) of the Inland Revenue Act No. 10 of 2006 (as amended by section 5 (3) of the Inland Revenue (Amendment) Act No. 18 of 2013), the profits and income earned from any such investment have also been exempted from income tax

• Opportunity to realize capital gains according to interest rate fluctuations in the financial market.

• Listed Debentures provide the investor with an exit option through the CSE thereby bringing liquidity to these Debentures

• These Debentures could be used as collateral to obtain both corporate and personal facilities from financial institutions, subject to the policies of those institutions

1.9 RIGHTS AND OBLIGATIONS OF DEBENTURE HOLDERS

a) Debenture holders are entitled to the following rights:

• Receiving principal money at maturity and interest at the rate specified in Section 1.4 and Section 1.5

of this Prospectus

• In accordance with the Listing Rules of the CSE, receiving the Annual Report of the company within

a period not exceeding five months from the close of each financial year

• Rank equal and pari passu with all unsecured creditors of the Company in the event of liquidation,

but in priority to and over the claims of subordinated creditors of the Company and claims and rights

of any preference and ordinary shareholder/s of the Company

• Call, receive notice and attend and vote at meetings of Debenture holders as stated in the Trust Deed

b) Debenture holders are not entitled to the following:

• Attending and voting at meetings of holders of shares and other debentures

• Sharing in the profits of the company

• Participating in any surplus in the event of liquidation

c) Each Debenture Holder must ensure that the information in respect of the securities account maintained with the CDS is up to date and accurate. Each Debenture Holder shall absolve the Company from any responsibility or liability in respect of any error or inaccuracy or absence of necessary changes in the information recorded with the CDS. Provided further that the Debenture Holder(s) shall absolve the CSE and the CDS from any responsibility or liability in respect of any error or inaccuracy or absence of necessary changes in the information recorded with the CDS where such errors or inaccuracies or absence of changes are attributable to any act or omission of the Debenture Holder(s).

1.10 RISK FACTORS ASSOCIATED WITH DEBENTURES

Subscribers to Debentures will be exposed to the following risks. However, it should be noted that these risks are

not unique to DCP Debentures, but are common to any unsecured fixed income security, fixed deposit or any other

term, savings or call money deposit.


a) Interest Rate Risk

The price of a typical Debenture will change in the opposite direction to a change in the market interest rate

(Ceteris Paribus - Please refer P.9). “Market Interest Rate” means the interest rate expected by the investor for

a similar maturity and risk profile investment.

As market interest rates rise, the price of the Debentures may fall: as market interest rates, fall the price

of Debentures may rise. If an investor sells a Debenture prior to maturity when the market interest rate is

higher than the DCP Debenture interest rate, then the investor may incur a capital loss.

Similarly, if an investor sells a Debenture prior to maturity when market interest rate is lower than the DCP

Debenture interest rate, then the investor may obtain a capital gain. This uncertainty is known as Interest

Rate Risk.

b) Re-investment Risk

Interest on the Debentures is payable semi-annually. An investor may decide to reinvest this interest

payment and earn interest from that point onwards. Depending on the prevailing interest rates at the point

of reinvestment, the interest rates at which Debenture Holders will reinvest such interest received being

higher or lower than the return offered by the Debentures is known as re-investment risk.

c) Default Risk

Default risk, also referred to as credit risk, refers to the risk that the issuer of the Debenture may default, i.e.

the issuer will not be able to pay the interest and the principal payment on a timely basis. It is advisable for

prospective DCP Debenture investors to take into account the Company’s past earnings performance, asset

growth performance, the present financial strength as reflected in the Balance Sheet of the Company and

the Company’s highly experienced and skilled directorate and management when forming an opinion on

default risk.

d) Liquidity Risk

Liquidity risk depends on the ease with which the Debenture can be sold, after the initial placement. Since

the DCP Debentures are listed on the CSE, investors will be able to sell the DCP Debentures through the ATS

at any given time and convert them to cash and exit from the investment.

e) Call Risk

Call risk refers to the risk that the issuer will retire all or a part of the principal value of the Debentures

before maturity. The risk to investor is in that the timing of the call is not known and the investor will be

faced with a re-investment risk in the event the call is made at a time when the market interest rates have

declined.

Since these Debentures shall not be redeemed by the Company prior to maturity for any reason whatsoever

except due to unforeseen circumstances beyond the control of the Company, this risk is minimized.


f) Inflation Risk

The possibility of decline in the real value of cash flows of a Debenture, due to inflation is referred to as inflation risk. Since the coupon rate of a fixed rate Debenture is not adjusted upwards in line with the inflation, Debentures carry an inflation risk.

Risk Factors associated with the Debenture Issue;

Funds raised through the Debenture Issue will be utilized to,

(i) settle short term Commercial Paper and Loans currently of a tenure less than 03 months and costing

approximately 9%.

(ii) invest in listed and unlisted equities.

The Company is confident of utilizing the funds raised through the Debenture Issue within the stipulated time frame as described in section 1.3 (Table 1.3.1) and hence, does not foresee any significant risk factors that may lead to non-accomplishment of the specified objectives. However, if the Company fails to invest the funds raised in the specified objectives (i) & (ii) above within the stipulated timelines, which may be highly unlikely, the Company intends to invest these funds in Government Securities which are risk free until the immediate utilization upon receipt of the same.

Risk factors associated with the investment in Listed Equities

Market Risk

The possibility of an investment declining in value subject to different market and economic factors both locally and internationally. As a result, if the investment is disposed, the Company would receive less than the invested amount.

Risk factors associated with the investment in Unlisted Equities

Business risk

Implies uncertainty in profits or danger of loss and the events that could pose a risk due to some unforeseen events in future, which causes a business to fail.

When selecting investment options, the Investment Committee of Dunamis Capital PLC will consider the risks relevant to the industry and any macro-economic factors that may affect the value of the entity.

Liquidity risk

Is the risk that a given security or asset cannot be traded in the market to prevent a loss (or make the required profit)

The Investment Committee of Dunamis Capital PLC will consider; the growth prospects of the business, growth pattern of the sector and the Corporate Governance to mitigate any adverse effects of the investment being illiquid.

1.11 CREDIT RATING

ICRA Lanka Limited (ICRA) has assigned a rating of ‘[SL]BBB+ ; with Stable Outlook’ to the Company’s Rated, Senior, Unsecured, Redeemable Debentures. The rating confirmation and rationale issued by ICRA is set out in Annexure I.


1.12 PROSPECTUS

This Prospectus is dated 11 November 2015.

The Debentures are issued solely on the basis of the information contained and representations made in this Prospectus. No dealer, sales person or any other person has been authorized to give any information or to make any representation in connection with the Rated, Senior, Unsecured, Redeemable Debenture Issue other than the information and representations contained in this Prospectus and if given or made, such information or representations must not be relied upon as having been authorized by DCP.

1.13 TRANSFER OF DEBENTURES

The Debentures will be transferable and transmittable in the manner set out in the Trust Deed, which is reproduced below.

(a) These Debentures shall be freely transferable and the registration of such transfer shall not be subject to any restriction, save and except to the extent required for compliance with statutory requirements.

(b) The Debentures shall be transferable and transmittable through the CDS as long as the Debentures are listed in the CSE. Subject to the provisions contained herein the Company may register without assuming any liability any transfer of Debentures, which are in accordance with the statutory requirements and rules and regulations in force for the time being as laid down by the CSE, SEC and the CDS.

(c) In the case of death of a Debenture Holder

(i) The survivor where the deceased was a joint holder; and

(ii) The executors or administrators of the deceased or where the administration of the estate of the deceased is in law not compulsory the heirs of the deceased where such Debenture Holder was the sole or only surviving holder; shall be the only persons recognized by the Company as having any title to his/her Debentures.

(d) Any person becoming entitled to any Debentures in consequence of bankruptcy or winding up of any Debenture Holder, upon producing proper evidence that he/she/it sustains the character in respect of which he/she/it proposes to act or his/her title as the Board of Directors of the Company thinks sufficient may in the discretion of the Board be substituted and accordingly registered as a Debenture Holder in respect of such Debentures subject to the applicable laws, rules and regulations of the Company, CDS, CSE and SEC.

(e) No change of ownership in contravention to these conditions will be recognized by the Company.

1.14 LISTING

The listing of the Rated, Senior, Unsecured, Redeemable, Debentures by way of a Public Offering has been approved

in principle by the CSE. The Debentures will be issued at a par value of Rs.100 /- each.

The CSE however, assumes no responsibility for the correctness of the statements made or opinions expressed or

reports included in this Prospectus. Admission to the Official List is not to be taken as an indication of the merits

of DCP or of the Debentures issued.


1.15 REGISTRATION

A copy of the Prospectus has been delivered to the Registrar General of Companies of Sri Lanka for registration in

compliance with the provisions of Section 40 of the Companies Act No 07 of 2007.

The following are the documents attached to the copy of the prospectus delivered for registration.

• The written consent of the Bankers to the Offering

• The written consent of the Lawyers to the Offering

• The written consent of the Trustee to the Offering

• The written consent of the Auditors to the Offering

• The written consent of the Registrars to the Offering

• The written consent of the Rating Agency to the Offering

• The written consent of the Managers to the Offering

• The written consent of the Company Secretary for the inclusion of their name in the Prospectus as Company Secretary to the Company

• A declaration by each of the Directors of the Company confirming that each of them have read the provisions of the Companies Act relating to the issue of the Prospectus and that those provisions have been complied

with

In terms of Section 39 of the Companies Act No 07 of 2007, The said Auditors and Reporting Accountants to the

Company, Lawyers to the Issue, Trustee to the Issue, Bankers to the Issue, Company Secretary, Managers to the Issue,

Rating Agency to the Issue and Registrars to the Issue have not, before the delivery of a copy of the Prospectus for

registration with the Registrar General of Companies in Sri Lanka withdrawn such consent.

Registration of the Prospectus in Jurisdictions Outside of Sri Lanka

This Prospectus has not been registered with any authority outside of Sri Lanka. Non-Resident investors may be

affected by the laws of the jurisdiction of their residence. Such investors are responsible to comply with the laws

relevant to the country of residence and the laws of Sri Lanka, when making the investment.

1.16 BROKERAGE

Brokerage fee of 25 cents (LKR 0.25) per Debenture shall be paid in respect of the number of Debentures allotted

on Applications bearing the original seal of any bank operating in Sri Lanka or a member/trading member of

the CSE or Managers to the Issue or any other party identified by the Company and/or Managers to the Issue as

involved in the Issue.

1.17 OTHER COSTS OF THE ISSUE

The directors estimate that the total other costs of the issue including the cost of brokerage, printing, Manager’s

and Registrar’s fees and other costs connected with the issue will not exceed a maximum of LKR 20 million and

will be funded by internal funding of DCP.


1.18 UNDERWRITING

The Debenture issue is not underwritten. In the event the issue is under subscribed, the subscribers shall be allotted

in full. The amount raised shall be utilized to meet the Objectives of the issue, Section 1.3 of this Prospectus.

2.0 PROCEDURE FOR APPLICATION

2.1 INSPECTION OF DOCUMENTS

The Articles of Association, Trust Deed, Auditor’s Report and Audited Financial Statements for the five (05) financial

years ended 31st March (i.e the five (05) financial years immediately preceding the date of this prospectus) and

Interim Financial Statements for the Quarter ended 30 June 2015, Issue Rating Report and all other documents

referred to in Rule 3.3.11 (a) of the CSE Listing rules, including material contracts and management agreements

entered into by the company if any, would be made available seven (07) Market Days prior to the date of opening

of the subscription list, for inspection by the public, during normal working hours at the registered office of the

company, No. 02, Deal Place, Colombo 03 , Sri Lanka until the date of maturity of the Debentures.

The Prospectus, Trust Deed and Articles of Association of the Company are available on the website of CSE, www.

cse.lk and the website of the Company, www.dunamis.lk from seven (07) Market Days prior to the date of opening

of the subscription list until the Date of Redemption of the Debentures as stipulated in Rule 3.3.11 (b) of the CSE

Listing Rules.

Furthermore, copies of the Prospectus and Application Forms are available free of charge from the collection

points set out in Annexure III of this Prospectus from seven (07) Market Days prior to the date of opening of the

subscription list.

2.2 ELIGIBLE APPLICANTS

Applications are invited for the purchase of Dunamis Capital PLC’s Rated, Senior, Unsecured, Redeemable Debentures

from the following categories of applicants who maintain a valid CDS account at the time of the closure of the

subscription list. As per the directive of the Securities and Exchange Commission made under Circular No. 08/2010

dated 22 November 2010 and Circular No. 13/2010 issued by the CDS dated 30 November 2010, all Debentures

are required to be directly deposited in to the CDS. To facilitate compliance with this directive, all Applicants are

required to indicate their CDS account number. Applicants who are eligible for the subscription of the above said

Debentures are as follows:

- Citizens of Sri Lanka, who are resident in Sri Lanka and above eighteen (18) years of age

- Corporate bodies and societies registered/incorporated /established in Sri Lanka and authorized to invest in

Debentures

- Approved provident funds and contributory pension schemes registered/incorporated established in Sri

Lanka and authorized to invest in Debentures. In the case of approved provident funds and approved

contributory pension schemes, the application should be in the name of the Trustee / Board of Management

- Sri Lankan Statutory bodies and Government Corporations


- Non Residents: Foreign institutional investors, Corporate bodies, incorporated outside Sri Lanka and

individual resident outside Sri Lanka and Sri Lankan residents outside Sri Lanka above eighteen (18) years

of age Applications will not be accepted from individuals and Sri Lankans residing outside of Sri Lanka who

are under the age of 18 years, or in the names of sole proprietorships, partnerships or unincorporated trusts.

The Company will ensure compliance with the Exchange Control Act and all regulations published thereunder

including those contained in the Government Gazette Extraordinary No. 1864/39 dated 28th May 2014 and

Exchange Control Direction No. 06/04/18/2013 dated 12 June 2013 when issuing and transferring Debentures to

Non-Residents

2.3 HOW TO APPLY

a) Applications should be made on the Application Forms, which accompany and constitute a part of this

Prospectus (exact size photocopies of Application Forms will also be accepted). Care must be taken to follow

the instructions given herein and in the Application Form. Applicants using photocopies are requested to

inspect the Prospectus which is available for inspection with the Registrar to the Issue and also issued free

of charge by the parties listed in Annexure III of this Prospectus.

The Application Form can also be downloaded from the website of CSE, www.cse.lk, the website of DCP,

www.dunamis.lk and the website of the Managers to the Issue, www.firstcapital.lk until the Closing Date.

The Prospectus is available and can be downloaded from the website of CSE, www.cse.lk and the website of

Dunamis Capital PLC, www.dunamis.lk until the Date of Redemption of the Debentures and from the website

of the Managers to the Issue, www.firstcapital.lk until the Closing Date.

Applications which do not strictly conform to instructions and other conditions set out herein or which are

incomplete or illegible may be rejected.

b) Applications should be made for a minimum of One Hundred (100) Debentures (LKR 10,000/-) each and

in multiples of One Hundred (100) Debentures (LKR 10,000/-) thereafter. Applications for less than One

Hundred (100) Debentures will be rejected.

c) If the ownership of the Debentures is desired in the name of one Applicant, full details should be given

only under the heading SOLE/FIRST APPLICANT in the Application Form. In the case of joint Applicants, the

signatures and particulars in respect of all Applicants must be given under the relevant headings in the

Application Form.

d) An Applicant of a joint Application will not be eligible to apply through a separate Application Form either

individually or jointly. Such Applicants are deemed to have made multiple Applications and will be rejected.

In the case of joint Applications, the refunds (if any), interest payments and the Redemption will be remitted

in favour of the first Applicant as identified in the Application Form. The Company shall not be bound to

register more than three (03) natural persons as joint holders of any Debentures (except in the case of

executors, administrators or heirs of a deceased member).

Applicants should note that all parties should either be residents of Sri Lanka or Non-Residents.


e) Applications by Companies, Corporate bodies, Societies, approved provident funds, trust funds and approved

contributory pension schemes registered/incorporated/established in Sri Lanka should have obtained

necessary internal approvals as provided by their internal approval procedures at the time of applying for

the Debentures and should be made under their common seal or in any other manner as provided by their

articles of association or such other constitutional documents of such Applicant or as per the statutes

governing them. In the case of approved provident funds, trust funds and approved contributory pension

schemes, the Applications should be in the name of the Trustee/board of management.

f) All Applicants should indicate in the Application for Debentures, their CDS account number. In the event

the name, address or NIC number/passport number/company number of the Applicant mentioned in the

Application Form differs from the name, address or NIC number/passport number/company number as

per the CDS records, the name, address or NIC number/passport number/company number as per the CDS

records will prevail and be considered as the name, address or NIC number/passport number/company

number of such Applicant.

Therefore, Applicants are advised to ensure that the name, address or NIC number/passport number/

company number mentioned in the Application Form tally with the name, address or NIC number/passport

number/company number given in the CDS account as mentioned in the Application Form. Application

Forms stating third party CDS accounts, instead of Applicants’ own CDS account numbers, except in the case

of margin trading, will be rejected. Therefore, please note that allotment of debentures will only be made if

the applicant has a valid CDS account at the time of the submission of the application.

g) Applicants who wish to apply through their margin trading accounts should submit the Application Form

in the name of the “Margin Provider/Applicant’s name” signed by the margin provider, requesting a direct

deposit of the Debentures to the Applicant’s margin trading account in CDS. The margin provider should

indicate the relevant CDS account number relating to the margin trading account in the Application Form.

A photocopy of the margin trading agreement must be submitted along with the Application.

Margin providers can apply under their own name and such Applications will not be construed as multiple

Applications.

h) Application Forms may be signed by a third party on behalf of the Applicant(s), provided that such person

holds the Power of Attorney (POA) of the Applicant(s). A copy of such POA certified by a Notary Public as “True

Copy” should be attached with the Application Form. Original of the POA should not be attached.

i) Remittance of Funds for the investments in Debentures and the payment for Debentures by Non-Residents

should be made only out of funds received as inward remittances or available to the credit of “Securities

Investment Account” (SIA) of the Non-Residents opened and maintained in a licensed commercial bank

in Sri Lanka in accordance with directions given by the Controller of Exchange in that regard to licensed

commercial banks as per the Government Gazette Extraordinary No. 1864/39 dated 28 May 2014.

An endorsement by way of a letter by the licensed commercial bank in Sri Lanka in which the Applicant

maintains the SIA, should be attached to the Application Form to the effect that such payment through

cheques/bank draft/bank guarantee/RTGS has been made out of the funds available in the SIA.


j) Non-Residents should have obtained necessary internal approvals as provided by their internal approval

procedures at the time of applying for the Debentures and may be affected by the laws of the jurisdiction

of their residence.

If the Non-Resident Applicants wish to apply for the Debentures, it is their responsibility to comply with the laws

relevant to the jurisdiction of their residence and of Sri Lanka.

Application Forms properly filled in accordance with the instructions thereof together with the remittance for

the full amount payable on Application should be enclosed in an envelope marked “DUNAMIS CAPITAL PLC -

DEBENTURE ISSUE 2015” on the top left hand corner in capital letters and dispatched by post or courier or

delivered by hand to the Registrars to the Issue or collection points mentioned in Annexure III.

Applications sent by post should reach the office of the Registrars to the Issue, Business Intelligence (Private)

Limited, No. 08, Tickell Road, Colombo 08, at least by 4.30 p.m. on the following Market day immediately upon the

Closing Date.

Applications received after the said period will be rejected even though they have been delivered to any of the

said collection points prior to the Closing Date or carry a postmark dated prior to the Closing Date. Applications

delivered by hand or courier to the Registrars to the Issue after the Closing Date of the Issue will also be rejected.

2.4 MODE OF PAYMENT

(a) Payment in full for the total value of Debentures applied for should be made separately in respect of

each Application either by cheque/bank draft/bank guarantee drawn upon any licensed commercial bank

operating in Sri Lanka or RTGS transfer directed through any licensed commercial bank operating in Sri

Lanka, as the case may be, subject to (b) below.

(b) Payments for Applications for values above and inclusive of Sri Lanka Rupees One Hundred Million (LKR

100,000,000/-) should be supported by either

• Multiple bank draft/cheque drawn upon any licensed commercial bank operating in Sri Lanka, each

of which should be for a value less than LKR 100,000,000/-; or

• RTGS transfer with value on the date of opening the Issue

• Bank guarantee issued by a licensed commercial bank

(c) Multiple cheques, bank drafts, bank guarantees or RTGS transfers will not be accepted for Application value

below Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-).

(d) Cheques or bank drafts should be made payable to “DUNAMIS CAPITAL PLC - DEBENTURE ISSUE 2015” and

crossed “Account Payee Only”, and must be honored on the first presentation.

In case of bank guarantees, such bank guarantees should be issued by any licensed commercial bank in

Sri Lanka in favour of “DUNAMIS CAPITAL PLC - DEBENTURE ISSUE 2015” in a manner acceptable to the

Company, and be valid for a minimum of one (01) month from the Issue opening date (i.e. 19 November


2015) Applicants are advised to ensure that sufficient funds are available in order to honor the bank

guarantees, inclusive of charges when called upon to do so by the Registrars to the Issue. It is advisable

that the Applicants discuss with their respective bankers the matters with regard to the issuance of bank

guarantees and all charges involved. All expenses with regard to such bank guarantees should be borne by

the Applicants.

(e) In case of RTGS transfers (only for Application values above and inclusive of Sri Lanka Rupees One Hundred

Million (LKR 100,000,000/-), such transfers should be made to the credit of “DUNAMIS CAPITAL PLC -

DEBENTURE ISSUE 2015” bearing the account number 115-010-141-059 at Hatton National Bank PLC –

Colpetty Branch, with value on the Issue opening date (i.e. the funds to be made available to the above

account on the Issue opening date).

f) The Applicant should obtain a confirmation from the Applicant’s bank, to the effect that arrangements have

been made to transfer payment in full for the total value of Debentures applied for to the credit of “DUNAMIS

CAPITAL PLC - DEBENTURE ISSUE 2015” bearing the account number 115-010-141-059 at Hatton National

Bank PLC – Colpetty Branch, with value on the date of opening the Issue (i.e. the funds to be made available

to the above account on the Issue opening date) and should be attached with the Application Form.

For RTGS/fund transfers above and inclusive of Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-),

the Applicants are entitled to and will be paid an interest at the Money Market savings rate offered by HNB

PLC as at the date of transfer up to the Date of Allotment. However, no interest will be paid if the RTGS

transfers are not realized before the end of the Closing Date. Furthermore, even if such RTGS transfers are

effected prior to the Issue opening date, no interest will be paid for the period prior to the Issue opening

date.

(g) Cash will not be accepted.

(h) Payment for the Debentures by Non-Residents should be made through “Securities Investment Account”

(SIA) maintained with any licensed commercial bank in Sri Lanka in accordance with directions given by the

Controller of Exchange in that regard to commercial banks.

(i) The amount payable should be calculated by multiplying the number of Debentures applied for by the Issue

price of (LKR 100/-). If there is a discrepancy in the amount payable and the amount specified in the cheque/

bank draft / bank guarantee or in the RTGS transfer, the Application will be rejected.

(j) In the event that cheques are not realized prior to the date of deciding the basis of allotment, the monies will

be refunded and no allotment of Debentures will be made. Cheques must be honoured on first presentation

for the Application to be valid.

(k) All cheques/bank drafts received in respect of the Applications for Debentures will be banked commencing

from the Market day immediately following the Closing Date.


2.5 REJECTION OF APPLICATION

Application Forms and the accompanying cheque/ bank draft / bank guarantee or RTGS transfers, which are

illegible or incomplete in any way and/or not in accordance with the terms, conditions and instructions, set out

in this Prospectus and in the Application Form will be rejected at the sole discretion of DCP. Applications from

individuals and Sri Lankans residing outside of Sri Lanka who are under the age of 18 years or in the names of sole

proprietorships, partnerships, unincorporated trusts will also be rejected.

Any Application Form, which does not state a valid CDS account number, will be rejected by the Company. If two

or more Application Forms are submitted for the Debentures from a single Applicant, they would be considered

as multiple Applications and the Company reserves the right to reject such multiple Applications or suspected

multiple Applications.

Any Application Form with more than Three (03) natural persons as joint Applicants for the Debentures will be

rejected. Applications delivered by hand to the Registrars to the Issue after the subscription list is closed will be

rejected. Applications received by post or courier after 4.30 p.m. on the Market day immediately following the

Closing Date, will also be rejected even if they carry a post mark dated prior to the Closing Date.

Applications delivered to any place mentioned in Annexure II should also reach the office of the Registrars to the

Issue at least by 4.30 p.m. on the Market day immediately following the Closing Date. Applications received after

the said duration will be rejected even though they have been delivered to any of the said collection points prior

to the Closing Date.

In the event that cheques are not realized prior to the date of deciding the basis of allotment and realized

after such date, the monies will be refunded and no allotment of Debentures will be made. Cheques must be

honored on first presentation for the Application to be valid. In the event cheques are dishonored/returned on first

presentation, such Applications will be rejected.

2.6 BANKING OF PAYMENTS

All cheques/ bank drafts / bank guarantees received in respect of Applications will not be banked or called on until

the Market day immediately after the Closing Date, in terms of the CSE Listing Rules.

2.7 BASIS OF ALLOTMENT OF DEBENTURES

In the event of an oversubscription, the Board of Directors of the Company will decide and announce to the CSE

the basis of allotments within seven (07) Market Days from the Closing Date. Further, the Board reserves the right

to allocate a maximum of up to 70% of the debentures allotted on a preferential basis, to investor/s of strategic

importance with who they might partner with in future endeavors. Applicants receiving preferential allotment will

not be allotted any additional debentures in excess of the debentures preferentially allotted to such applicants.

Further, if the Board of Directors at their discretion decides to close the subscription list prior to the issue being

fully subscribed, the basis of allotment will be decided with the concurrence of the CSE prior to the announcement

being made. The Board of Directors of Dunamis Capital PLC reserves the right to refuse any application or to accept

any application in part only, without assigning any reason thereto. Successful applicants will be notified on their

allotment within Ten (10) Market days from the Closing Date of the issue.


2.8 ACCEPTANCE AND REFUNDS

Monies will be refunded where;

• an Application is rejected for reasons given in Section 2.5 or otherwise; or

• the Application is accepted only in part

If the Applicant has provided accurate and complete details of his bank account in the Application, the Bankers to

the Issue will make refund payments up to and inclusive of Sri Lanka Rupees Five Million (LKR 5,000,000/-) to the

bank account specified by the Applicant, through SLIPS and a payment advice will be sent.

In the event of refunds over Rupees Five Million (LKR 5,000,000/-), refunds will be made via RTGS. In the event the

Applicant has not provided accurate and correct details of his bank account in the Application or if the Applicant

has not provided details of the bank account in the Application Form, the bank will make such refund payment to

the Applicant by way of a cheque and sent by post at the risk of the Applicant.

In the case of joint Application, the cheques will be drawn in favour of the Applicant’s name appearing first in the

Application Form. Applicants can obtain details on bank and branch codes required for providing instructions on

SLIPS transfers at the following website;

http: //www.lankaclear.com/products_and_services/sl_interbank_payment_system_guideline.php

Refunds on Applications rejected or partly allotted Debentures would be made within ten (10) Market Days

excluding the Closing Date. Applicants would be entitled to receive interest at the rate of last quoted Average

Weighted Prime Lending Rate (AWPLR) published immediately preceding week by the Central Bank of Sri Lanka

or any other authority (in the event that the Central Bank of Sri Lanka ceases to publish the AWPLR) plus five per

centum (5.00%) for the delayed period on any refunds not made within this period.

In the event refunds are made to non-resident applicants, the funds will be refunded through their SIA accounts. It

is the responsibility of the applicant to state their correct SIA account number.

2.9 DIRECT LODGEMENT WITH THE CDS AND TRADING OF DEBENTURES

Debentures allotted will be directly deposited to the respective CDS accounts given in the Application Forms

before the expiry of eighteen (18) Market Days, from the Closing Date. A written confirmation of the credit will be

sent to the Applicant within two (02) Market Days of crediting the CDS account, by ordinary post to the address

provided by each Applicant.

The Company will submit to the CSE a ‘Declaration’ on direct upload to CDS on the Market Day immediately

following the day on which the Applicants’ CDS accounts are credited with the Debentures. Trading of Debentures

on the secondary market will commence on or before the third (3) Market Day from the receipt of the Declaration

by the CSE as per the CSE Listing Rules.


3.0 PROFILE OF THE COMPANY

3.1 INCORPORATION

Dunamis Capital PLC (DCP) is a public limited liability company listed on the Colombo Stock Exchange. The

Company was incorporated as a Public Company on 18 December 1985 under the provisions of the Companies Act

No. 17 of 1982, listed on the Colombo Stock Exchange in the year 1986 and Re-registered under the Companies

Act No. 7 of 2007 on 15 August 2007.

3.2 OVERVIEW

Dunamis Capital PLC is a holding company listed on the Colombo Stock Exchange. It is the ultimate parent company

of three publicly quoted companies namely First Capital Holdings PLC, Kelsey Developments PLC and First capital

Treasuries Limited (whose only debt is listed). In addition to above, Dunamis Capital PLC is also the parent company

of Premier Synthetic Leather Manufacturers Private Limited. First incorporated in 1985 as Central Securities Limited,

the company was formed to invest in the equity shares of listed companies. In 2006 the controlling ownership and

management of the company changed hands and the company was renamed Kshatriya Holdings Limited.

In 2010 the company changed its name to Dunamis Capital PLC. ‘Dunamis’ signifies strength and energy and is

the root of the word ‘dynamic’. The name Dunamis reflects the company’s belief in the power of Excellence. The

vision of Dunamis Capital is to ignite value in its investments by unlocking hidden potential. The company will

seek opportunities to enhance shareholder value by identifying companies that show potential and adding value

by restructuring those businesses through the use of its multiple resources and competencies. Its focus will be

on creating greater value for shareholders within a rigorous risk management framework. The company’s current

interests are in financial services (First Capital Holdings PLC), property development (Kelsey Developments PLC) and manufacturing (Premier Synthetic Leather Manufacturers (Pvt) Limited.)

For the year ended 31st March 2015 the group reported consolidated profits after tax of Rs 570 million on a

turnover of Rs 2.8 billion. The group’s total equity is Rs 1.8 billion.

3.3 KEY SUBSIDIARY COMPANIES, THEIR PRODUCTS AND SERVICES

1. FINANCIAL SERVICES

First Capital Holdings PLC together with its subsidiaries represents the financial services arm of Dunamis

Capital PLC. The Company’s subsidiaries include:

• First Capital Treasuries Limited - an authorized primary dealer in government securities

• First Capital Markets Limited - a margin provider for listed securities

• First Capital Limited - a specialist debt structuring intermediary and corporate finance specialist

• First Capital Equities (Private) Limited - a stockbroker licensed by the Colombo Stock Exchange and the Securities and Exchange Commission of Sri Lanka

• First Capital Asset Management Limited - a licensed investment manager and a Unit Trust management company

• First Capital Investment (Private) Limited - a Dormant entity which is 100% owned by First Capital Limited, a Subsidiary of Dunamis Capital PLC


I. First Capital Treasuries Limited

First Capital Treasuries Limited (FCT) is an authorized primary dealer in Government Securities. Over the years, FCT has developed strong and sustained relationships with its principal business partners such as commercial banks, other primary dealers and corporate/high net worth private investors. FCT deals in risk free government securities like Treasury Bills, Treasury Bonds, Central Bank Securities and Sri Lanka Development bonds.

II. First Capital Asset Management Limited

First Capital Asset Management Limited (FCAM) is licensed by the Securities and Exchange Commission (SEC) to function as an ‘Investment Manager’ and has mobilised a substantial amount of funds under management on discretionary mandates. The investment options offered by FCAM span a wide spectrum in terms of tenure and risk, including government securities, commercial paper, promissory notes, corporate debentures and securitised papers.

Unit Trust and Wealth Management recorded commendable growth in funds under its management. In 2014 the flagship First Capital Wealth Fund was ranked the best performing fixed income fund in Sri Lanka for the 2nd consecutive year. [Source: Unit Trust Association of Sri Lanka]. In 2014/15 three new unit trusts were launched to accommodate differing investor requirements.

The First Capital Fixed Income Fund is focused on medium-term fixed income securities, the First Capital Money Market Fund is for investors seeking liquidity in short-term investments and the First Capital Gilt-edged Fund invests exclusively in Government Securities.

III. First Capital Markets Limited

First Capital Markets Limited (FCM) is a Margin Provider for listed securities, licensed by the SEC. Over

the years this segment has built up a strong client base and has performed well, especially during the

post war surge in the stock market. In 2010, FCM was also licensed by the Colombo Stock Exchange

(CSE) to function as a ‘Debt Dealer’ on the CSE. Corporate Debt Structuring assignments tripled in

value and over Rs. 22Bn was mobilised for clients including Rs. 10Bn of Listed Debenture issues in

the financial year 2014/15. As a result, First Capital became the leading Listed Debenture manager in

2014/15. The Company participated actively in the secondary market and was ranked the 3rd highest

listed debt (DEX) trader on the Colombo Stock Exchange in 2014.

IV. First Capital Limited

First Capital Limited (FCL) is actively involved in the structuring/warehousing/placing of both

short term and long term corporate debt securities as well as being active in the secondary market

promotion of these instruments. FCL has played a prominent role over the years in creating a market

for borrowers and investors in the area of corporate debt capital. Corporate advisory services unit

of the Company will undertake services such as advising on a company’s capital structure and the

provision of assistance in obtaining the necessary capital, restructuring a company’s balance sheet

in order to prepare it for sale, business valuations and feasibility studies. Equity issue management

including handling IPOs, private placements, mandatory offers and voluntary offers would also fall

within the scope of this unit.


V. First Capital Equities (Private) Limited

As a Member of the Colombo Stock Exchange, First Capital Equities (Private) Limited (FCE) is licensed

by the Securities and Exchange Commission of Sri Lanka to buy and sell Shares and Listed Equity

Securities on behalf of both retail and institutional clients. As an integrated and well established

brokerage house, FCE delivers a very professional level of stock broking services to FCE clients and

also provides access to up-to-date market research. For foreign investors, FCE provides an effective

gateway to access Sri Lanka’s capital markets, including Listed Securities and Initial Public Offerings.

First Capital Equities (Private) Limited, the Group’s stockbroking unit became a fully owned subsidiary

following the acquisition of a further 30% in its parent in the year 2014.

2. REAL ESTATE DEVELOPMENT

Real Estate related activities are carried out by Kelsey Developments PLC and the principal activities of

the subsidiary companies namely Kelsey Homes (Private) Limited and Kelsey Property Developers (Private)

Limited are development and sale of lands, construction and sale of quality residential houses and

apartments.

Established in 1983, Kelsey Homes is a trusted entity among its customers in creating better built

environments and has over 30 years of experience in the real estate industry. The company is dedicated to

provide its customers with construction and sale of quality homes and apartments. As a reflection of the

company’s confidence and commitment, all homes include a 12-month defects liability period and a 10-year

warranty on the structure.

3. MANUFACTURING

Premier Synthetic Leather Manufacturers specializes in the manufacture of synthetic leather and was

setup in 2013 using advanced technology and state of the art machinery consulting experts the world over

from Europe, India, China, to Japan, Malaysia and Taiwan. The Company commenced full scale commercial

production and distribution of its synthetic leather products consisting of upholstery, apparel, furnishing

and footwear during the year 2014/15. The company plans to extend its portfolio of products by moving into

Vinyl Flooring by the end of 2015.


3.4 SHAREHOLDING AND GROUP STRUCTURE AS AT 30 SEPTEMBER 2015

DUNAMIS CAPITAL PLC

First Capital Holdings PLC74.9 %

Premier Synthetic LeatherManufacturers (Pvt) Ltd

100%

Kelsey PropertyDevelopers (Pvt) Ltd

First Capital Limited

Kelsey Homes(Pvt) Ltd

First CapitalTreasuries Ltd

First Capital AssetManagement Ltd

First CapitalMarkets Ltd

First CapitalInvestment

(Pvt) Ltd

First CapitalEquities (Pvt) Ltd

Kelsey Developments PLC79.9%

100%

100%

99.9%

94.4% 98.7% 100% 100%

100%

3.5 STATED CAPITAL

Description As at 30 September 2014

As at 30 September 2015

Stated Capital (LKR) 445,994,000 445,994,000

Number of shares in issue 122,997,050 122,997,050


3.6 MAJOR SHAREHOLDERS

The ten (10) largest shareholders of Dunamis as at 30 September 2015 are given in the table below.

Name of the shareholder No of shares Holding %

1 Pan Asia Banking Corporation PLC / Ms. M. Mathews 38,564,398 31.35

2 First Capital Markets Limited/ Nextventures Limited 26,244,562 21.34

3 Mr.D.Schaffter 20,274,918 16.48

4 Janashakthi PLC Account No. 1 11,124,473 9.04

5 Commercial Bank of Ceylon PLC/ Janashakthi PLC 6,200,000 5.04

6 HSBC International Nominees Limited - SSBT - Deustche Bank 5,000,000 4.07

7 Nextventures Limited 2,139,300 1.74

8 Ms.R.S.L.de Mel 2,000,000 1.63

9 Seylan Bank PLC/ Janashakthi PLC 1,899,000 1.54

10 Pan Asia Banking Corporation PLC/ Mr.R.E. Rambukwelle 330,100 0.27

3.7 DETAILS OF THE DIRECTORS

The Board comprise of Six (06) Directors. Out of the Six (06) Directors, Four (04) are Independent Non-Executive

Directors. The details of the Board of Directors of Dunamis Capital PLC are given below.

Ms. Manjula MathewsFCMA, MBA

Executive Chairperson

Ms. Mathews brings to the Board over 20 years experience in General Management and Finance, both in Sri Lanka

and overseas. She currently serves as Chairperson of Dunamis Capital PLC and its subsidiaries and served as

Managing Director of the Dunamis Group until September 2014.

Ms. Mathews was formerly the Finance Director at Janashakthi Insurance PLC, one of the leading insurers in the

country where she continues to hold a Non-Executive position. She is a Fellow Member of the Chartered Institute

of Management Accountants of UK and holds a Masters Degree in Business Administration from the University of

Cambridge (UK).

Mr. Dinesh SchaffterACMA, LLB (UK)

Managing Director

Mr. Dinesh Schaffter counts over 20 years of senior management experience covering a diverse range of industries

including Financial Services, Insurance and Manufacturing sectors. He serves as the Managing Director of the

Dunamis Capital PLC and its subsidiaries. Prior to joining Dunamis he was the Director Finance and Investments

at Janashakthi Insurance PLC for 5 years. Mr. Schaffter is an Associate Member of the Chartered Institute of

Management Accountants (UK) and holds a Bachelor of Laws - Honours Degree (LLB) from the United Kingdom.

He has extensive experience in managing Mergers and Acquisitions and fundraising activities for investments. Mr.

Schaffter has a proven track-record of improving under-performing businesses.


Mr. Eardley PereraChartered Marketer

Independent, Non –Executive Director

Mr.Perera is a Chartered Marketer and a Graduate of the Chartered Institute of Marketing, UK, with over 40 years

of experience in management. He has undergone management training in UK, Sweden, South Korea, India, the

Philippines and Singapore. Currently, he is the Non-Executive Chairman of M&E (Private) Limited and a Director

of Keells Food Products PLC, Janashakthi Insurance PLC, Sting Consultants (Private) Limited, Brand Finance Lanka

(Private) Limited, MAS Tropical Foods (Private) Limited and United Motors Lanka PLC. He also serves as a Director

of First Capital Holdings PLC, Kelsey Developments PLC and Premier Synthetic Leather manufactures (Pvt) Limited,

subsidiaries of Dunamis Capital PLC. He is a member on the Board of Study of the Postgraduate Institute of

Management, University of Sri Jayewardenepura (PIM) and is actively engaged in management education and

consultancy.

Mr. Chandana de SilvaFCA (England & Wales), FCA (Sri Lanka)

Independent, Non-Executive Director

Mr. Chandana de Silva has held several senior management positions including that of Chief Financial Officer

for Level (3) Communications in Europe a NASDAQ quoted company and Head of Financial Planning for British

Telecommunications PLC. Since moving back to Sri Lanka in 2002 he has worked for MAS Holdings in a variety

of roles and established the Supply Chain Management function, set up the MAS training centre and until

December 2011 was the Chief Executive Officer of the MAS Investment Division. He serves as a management

consultant to clients in the investment, manufacturing, property development and IT sectors and is on the Board

of Hemas Transportation (Private) Limited, Eureka Technologies (Private) Limited, 24/7 Techies (Private) Limited,

and Sea-Change Partners Lanka (Private) Limited. He also serves as a Director of First Capital Holdings PLC, Kelsey

Developments PLC and Premier Synthetic Leather Manufacturers (Private) Limited, subsidiaries of Dunamis Capital

PLC. Mr. de Silva is a Fellow Member of the Institute of Chartered Accountants in England and Wales and in Sri

Lanka and holds a Degree in Mathematics and Management from the University of London.

Mr. Saliya WickramasuriyaBSc (Hons) Degree in Engineering Physics


Mr. Wickramasuriya, a physicist by training, joined the upstream oil and gas industry in 1984, working for

Schlumberger, the world’s largest petroleum service company. Following 12 years on rigs as a Wireline Field

Engineer, he held training, operations management, product development and marketing positions in the North

Sea, Middle East, USA and West Africa. He was appointed Chairman/Director General of the Sri Lanka Board of

Investment in 2004, then Chairman of the Sri Lanka Ports Authority from 2006 to 2008, and is currently the

Director General of the Petroleum Resources Development Secretariat, an institution tasked with developing the

country’s emerging oil and gas industry. Mr. Wickramasuriya holds a BSc (Hons.) Degree in Engineering Physics

from Loughborough University UK, and through his various assignments, possesses extensive experience in a

spectrum of technical and marketing disciplines as well as areas of strategy and national policy development.


Dr. Nishan de MelB.A. (Harvard), MPhil, DPhil (Oxon)


Dr. Nishan de Mel is the Executive Director of Verité Research Private Limited, a think tank that provides analytical

research and advisory services on economic, political and legal issues in Sri Lanka and Asia.

He is an economist with extensive academic, policy and private sector experience. Dr. de Mel publishes and

contributes regularly in the field of economic research. In Sri Lanka, he has been a Member of the Presidential Task

Force on Health Sector Reform, Presidential Committee on Tobacco, Alcohol and Dangerous Drug Regulation, and the

National Steering Committee on Social Security. He has also served as the Executive Director of the International

Centre for Ethnic Studies (ICES) and on the Board of the Sri Lanka Foundation. Internationally, Dr. de Mel has held

several governing, teaching and research positions, including as Lecturer in Economics at Oxford University. He

earned his Masters and Doctoral degrees in economics at the University of Oxford and his undergraduate degree

in economics from Harvard University.


4.0 STATUTORY AND GENERAL INFORMATION

4.1 FINANCIAL YEAR

The financial year of the Company commences on 01 April and ends on 31 March in the following year.

4.2 LITIGATION, DISPUTES AND CONTINGENT LIABILITIES

CONTINGENT LIABILITIES – COMPANY – AS AT 30 SEPTEMBER 2015There were no material contingent liabilities as at 31 July 2015 which require disclosure or any adjustments.

CONTINGENT LIABILITIES – GROUP – AS AT 30 SEPTEMBER 2015There were no material contingent liabilities as at 30 September 2015 which require disclosure, other than those

disclosed below.

First Capital Holdings PLC

(a) The Department of Inland Revenue has raised assessments relating to turnover tax amounting to Rs.5.5

Mn, together with a 50% penalty of Rs. 2.8 Mn amounting to a total liability of Rs.8.3 Mn for the year of

assessment 1994/95 to 1997/98. The Company has made an appeal against the balance tax assessed on

the grounds that such tax has been levied on income outside the scope of chargeability to Turnover Tax. No

provision has been made in the Financial Statements in relation to the above.

(b) The Company has pledged fixed deposits as guarantee to Hatton National Bank PLC amounting to Rs. 5

Mn against the credit facilities given by the bank to SECO International Marketing Limited. The Company

has made a provision for the full amount of the fixed deposit against the guarantee given since the said

company is not in operation. Further as mentioned under Note 41.2 (b) in the 2014/15 Annual Report of

Dunamis Capital PLC, the provision made is also covered under the Group for the year ended 31 March 2015.


(a) The Department of Inland Revenue raised income tax assessments for the year 2010/11 and 2011/12

relating to First Capital Limited. The assessed liability is Rs. 6.2 Mn and Rs. 25 Mn respectively. The Company

has submitted appeals against the said assessments in accordance with the provisions of Inland Revenue

Act. The Board of Directors of the Company is of the view that no liability would arise since the assessments

are outside the scope of chargeability of income tax.

(b) Ceyspence (Private) Limited, a Company in which First Capital Limited has an equity interest of 20% has

an assessed income tax liability of Rs. 116.76 Mn. The Court of Appeal issued its judgment in favour of

the Department of Inland Revenue. The Company appealed against the said judgment (September 2015).

A provision of Rs. 23.58 Mn has been made in the financial statements of First Capital Limited as the

estimated potential liability relating to First Capital Limited

(c ) The Colombo High Courts have given a verdict against Ceyaki Shipping (Private) Limited (in which First

Capital Limited has an equity interest of 20%) on the settlement of a creditor. The matter has been referred

to the Supreme Court. A provision of Rs. 14.2 Mn has been made in the financial statements in relation to

the said liability.


First Capital Treasuries Limited

(a) In December 2014, the Tax Appeals Commission delivered a determination in favour of the Commissioner

General of Inland Revenue with respect to the chargeability of interest income earned by First Capital

Treasuries Limited in respect of the year of assessment 2008/09. The assessed tax liability is Rs.101.3 Mn.

Tax Appeals Commission issued the Case stated on 13 May 2015. The Company referred the matter to the

Court of Appeal and based on legal opinion is of the view that no liability would arise.

(b) The Department of Inland Revenue raised an income tax assessment for the year 2010/11 in December

2013. The assessed liability is Rs. 96.46 Mn. The Company submitted an appeal to the Commissioner General

of Inland Revenue. Based on the tax consultant’s opinion, the Board of Directors of the Company is of the

view that no liability would arise since the assessment is outside the scope of chargeability of income tax.

(c) The Department of Inland Revenue made an assessment on Financial VAT amounting to Rs. 89.6 Mn for the

year 2010/11 in July 2013. The Commissioner General issued the determination in favour of the Department

of Inland Revenue increasing the assessment to Rs. 90.2Mn in August 2015. The Company submitted an

appeal against the said determination to the Tax Appeals Commission. Based on the tax consultant’s opinion,

the Board of Directors of the Company is of the view that no liability would arise since the assessment is

outside the scope of chargeability of Financial VAT.

(d) The Department of Inland Revenue made an assessment on Financial VAT amounting to Rs. 62.4Mn for

the year 2012/13 in September 2015. The Company is in the process of making its appeal against the said

assessment. Based on the tax consultant’s opinion, the Board of Directors of the Company is of the view that

no liability would arise since the assessment is outside the scope of chargeability of Financial VAT.

Forward Contracts

(a) First Capital Treasuries Limited has entered into forward sales contracts (Government Securities) amounting

to Rs. 971 Mn as at 25 October 2015.

Kelsey Developments PLC

(a) Kelsey Developments PLC is one of the defendants, on behalf of its clients, in a Partition Case to establish

title in respect of a property situated at Nawala. Based on legal advice, management is of the opinion that

a loss is not probable. Accordingly provision has not been made in the Financial Statements.

(b) Kelsey Development PLC provides a warranty of 10 years for structural damage resulting from construction

defects. The Directors are of the view that no provision is required on such warranty based on historical

trend.

There were no other litigations or claims against the Group as at 30 September 2015 except the details

mentioned above.

4.3 LITIGATION AGAINST THE COMPANY

There are no legal, arbitration or mediation proceedings, which may have or have had in the recent past significant

effects on the Company’s financial position or profitability.


4.4 PARTICULARS OF DEBT AND LOAN CAPITAL AS AT 30 SEPTEMBER 2015

1. 1. As at 30 September 2015, the outstanding balance of DCP’s borrowings is given in the table below:

Outstanding Borrowings LKR

Balance as at 01 April 2015 2,373,632,877

New Borrowings/ (Settlements) 103,786,514

Balance as at 30 September 2015 2,477,419,391

The borrowings of the Company as at 31 July 2015, comprise of the following categories of borrowings:

Category LKR

Borrowings on Debentures 1,080,220,149

Loans obtained from Commercial Bank of Ceylon PLC 500,000,000

Loans obtained from Related Parties 101,571,346

Margin Trading & Bank overdrafts 306,849,001

Loans obtained from others 488,778,895

Total 2,477,419,391

2. Debentures of the Company in issue consist of Ten Million (10,000,000) Listed, Rated, Senior, Unsecured,

Redeemable Debentures of LKR 100/- each which will rank equal and pari passu with the proposed

Debenture Issue, except for the interest rate and the interest payment frequency. Details on the debentures

in issue are as follows;

Debenture Code/ Security ID

Tenor Interest Rate

Interest Payment Frequency

Issue Date Maturity Date

Balance Outstanding as at 30 August 2015 (Interest Payable) LKR

CSEC/

BC/05/08/19A12.5

5 Years 12.50% per

annum

Annually 05 August

2014

05 August

2019

82,876,712*

* Interest payable as at 30 August 2015 is calculated based on the no of days from 01 January 2015 to 30 August 2015

3. The Company has no material assets pledged as collateral as at 30 September 2015, which require

adjustments to or disclosure in the financial statements other than those disclosed below:

• In June 2015 the Company obtained a term loan amounting Rs.500 Mn from Commercial Bank of

Ceylon PLC, to restructure the short term borrowings of the Company into long term borrowings. This

amount is to be repaid in 04 annual instalments of Rs.75Mn each commencing in April 2016 and

a final installment of Rs.200Mn. Interest is to be serviced monthly. 35.75 Mn of shares held by the

Company in First Capital Holdings PLC has been pledged as security over the facility


• 25.4 Mn of shares held by the Company in First Capital Holdings PLC has been pledged as security

over a banking facility obtained from Seylan Bank PLC amounting to Rs. 350Mn

• In June 2013, the Company provided a Corporate Guarantee on behalf of its subsidiary Premier

Synthetic Leather Manufacturers (Private) Limited amounting to Rs.125Mn against a banking facility

form Commercial Bank of Ceylon PLC. Considering the Company’s current performance levels and

the timely settlement of the loan installments the Directors of DCP are confident of the Company’s

ability to continue as a going concern and does not foresee any requirement to make any provision

in respect of the said Corporate Guarantee

• In August 2015, the Company provided a Corporate Guarantee on behalf of its subsidiary Premier

Synthetic Leather Manufacturers (Private) Limited amounting to Rs.150Mn against a loan facility

obtained from First Capital Limited

4. There is no outstanding Debt Securities convertible to equity as at 30 September 2015.

4.5 INTEREST COVER

Interest cover of the Company

COMPANY 2014/15 2013/14 2012/13 2011/12 2010/11

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

PBT 336,377 1,364 805,856 (170,621) 192,097

Finance Expenses 213,026 132,970 75,970 54,054 126,902

Interest cover (times) 1.58 0.01 10.61 (3.16) 1.51

Interest cover of the Group

GROUP 2014/15 2013/14 2012/13 2011/12 2010/11

Rs’000 Rs’000 Rs’000 Rs’000 Rs’000

PBT 671,592 211,242 362,879 (485,166) 816,805

Finance Expenses 199,937 20,777 8,728 7,854 53,891

Interest cover (times) 3.36 10.17 41.58 (61.77) 15.16

4.6 DEBT TO EQUITY RATIO

Debt to Equity ratio of the Company (times)

COMPANY 2014/15 2013/14 2012/13 2011/12 2010/11

2.32 1.07 - - -

Debt to Equity ratio of the Group (times)

GROUP 2014/15 2013/14 2012/13 2011/12 2010/11

15.21 10.45 8.39 5.80 6.82


4.7 DEBT SERVICING DETAILS OF THE COMPANY

Item Year 1 Year 2 Year 3 Year 4 Year 5

2010/11 2011/12 2012/13 2013/14 2014/15

1. Gross interest due on debentures N/A N/A N/A N/A 51,027,397.28

2. Debenture interest paid on due date N/A N/A N/A N/A Paid

3. Debenture interest paid after the due date N/A N/A N/A N/A N/A

4. Debenture interest not paid as of to date N/A N/A N/A N/A N/A

4.8 MANAGEMENT’S DISCUSSION

Management Comments with respect to “emphasis of matters” disclosed in the Audited Consolidated Financial

Statements for the year ended 31 March 2015 are as follows;

Premier Synthetic Leather Manufactures (Private) Limited

Premier Synthetic Leather Manufactures (Private) Limited was able to achieve a considerable high volume of sales of Rs.217 Million for the period from 01st April 2015 to 30th September 2015. Our current sustainable level of sales per month has reached Rs.35 million and moving forward, we are currently on track to reach Rs.60 million in sales per month by the end of March 2016. Production capacity is now increased to a level of 160,000 meters per month from its previous 120,000 meters as at financial year 2014/15. Staff was also adequately strengthened to support the increased production capacity and the sales targets.

Kelsey Group

In relation with Kelsey Aluminum and Kelsey Property Developers, going concern will remain unchanged as same as the Annual Report. Information available in Note 43 in the Consolidated Financial Statements for the year ended 31 March 2015 are as follows;

Kelsey Property Developers (Private) Limited (Note 43.1 in the Consolidated Financial Statements for the year ended 31 March 2015)

During the financial year 2014/15 the Company generated a net profit of Rs.1.93 million (2014 – Rs.152.97 million). As at 31 March 2015 the Company’s current liabilities exceeded its current assets by Rs.44.38 million (2014 – Rs.48.21 million) and the Company had a negative net asset position of Rs.37.89 million (2014 – Rs.39.82 million) which reflected an improvement. However, the Directors are confident of the Company’s ability to continue as a going concern.

Kelsey Homes (Private) Limited (Note 43.2 in the Consolidated Financial Statements for the year ended 31 March 2015)

During the year the Company incurred a net loss of Rs.33.06 million (2014 – Rs.13.95 million). The accumulated

loss as at the reporting date is Rs.63.16 million (2014 – Rs.37 million).

The Company launched a gated housing project in Mount Lavinia consisting of 100 units. Pre-sales reached 70% as at the year end and by mid June 2015 all units were pre-sold. Total estimated profit from this project is Rs.250 million and due to the revenue recognition policy under SLFRS profits are expected to be realized during the next Two (2) financial years. As at the reporting date (31 March 2015) the construction inventory is valued at Rs.1.5 billion.


Considering these factors the Directors are confident of the Company’s ability to continue as a going concern.

In addition to the information disclosed in the Annual Report it is expected to hand over a minimum of 40 houses

before 31 March 2016 and a contribution of Rs.150 million will be accounted before 31 March 2016.

Sithro Apparel Holdings Limited (Note 43.5 in the Consolidated Financial Statements for the year ended 31 March 2015)

The company has been non-operational for some years and shareholders have passed a resolution in January 2014

to liquidate the Company under the creditors voluntary winding-up scheme.


5.0 STATUTORY DECLARATIONS

5.1 STATUTORY DECLARATION BY THE DIRECTORS

This Prospectus has been seen and approved by the directors of the Company and they collectively and individually

accept full responsibility for the accuracy of the information given and confirm that provisions of the CSE Listing

Rules and of the Companies Act No. 07 of 2007 and any amendments to it from time to time have been complied

with and after making all reasonable enquiries and to the best of their knowledge and belief, there are no other

facts the omission of which would make any statement herein misleading or inaccurate. Where representations

regarding the future performance of the Entity have been given in the Prospectus, such representations have been

made after due and careful enquiry of the information available to the Entity and making assumptions that are

considered to be reasonable at the present point in time in the best judgment of the directors.

An application has been made to the Colombo Stock Exchange for permission to deal in and for a listing of all

securities in a particular class issued by the Entity and those Securities of the same class which are the subject

of this issue Such permission will be granted when the Securities are listed on the Colombo Stock Exchange. The

Colombo Stock Exchange assumes no responsibility for the correctness of any of the statements made or opinions

expressed or reports included in this Prospectus. Listing on the Colombo Stock Exchange is not to be taken as an

indication of the merits of the Entity or of the Securities issued.

The parties to the issue (i.e. Lawyers, Auditors, Secretaries, Managers and Rating Company) have complied with all

applicable regulatory requirements applicable to such parties, and that such parties have no conflict of interest

with the Company. Further, the said parties have submitted to the Company declarations declaring the same.

Name of Director Signature

Ms Manjula Mathews (Sgd)

Mr Dinesh Schaffter (Sgd)

Mr Eardley Perera (Sgd)

Mr Chandana L De Silva (Sgd)

Mr Saliya Wickramasuriya (Sgd)

Dr. Nishan de Mel (Sgd)

5.2 STATUTORY DECLARATION BY THE MANAGERS TO THE ISSUE

We, First Capital Limited of No. 02, Deal Place, Colombo 03 being Managers to the Debenture Issue of Dunamis

Capital PLC, hereby declare and confirm to the best of our knowledge and belief that this Prospectus constitutes

full and true disclosure of all material facts about the issue and issuer, whose Rated, Senior, Unsecured, Redeemable

5 year (2015/2020) Debentures are being issued.

Sgd Sgd

Director Director




The following financial information of DCP is available on the website of CSE (www.cse.lk) and the website of the

Company (www.dunamis.lk):

• Audited financial statements of the Company for the financial year ended 31 March 2015

• Interim financial statements of the Company for the period ended 30 June 2015

• Summarized financial statements for the five years preceding the date of the application (i.e. for the financial

years ending 31 March 2011, 2012, 2013, 2014 and 2015) stating the accounting policies adopted by the

Entity certified by the auditors. Qualifications carried in any of the Auditors Reports covering the period in

question and any material changes in accounting policies during the relevant period

Annexure IRating Report

Annexure IIAccountants’ Report

&Five Year Financial

Summary

GroupFor the year ended 31.03.2015 31.03.2014 31.03.2013 31.03.2012 01.04.2011

Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000SLFRS SLAS

Revenue 2,816,906 1,801,103 1,938,072 1,097,219 2,558,495Gross Profit 1,535,607 523,912 584,067 124,867 726,207Other income 310,810 48,896 48,497 51,037 563,999Profit / (loss) before taxation 671,592 211,242 362,879 (485,166) 816,805Income tax expenses (101,941) (85,750) (22,456) (16,085) 367,600Profit / (loss) for the year 569,651 125,492 340,423 (501,251) 1,184,405

As at 31.03.2015 31.03.2014 31.03.2013 31.03.2012 01.04.2011Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000

SLFRS

AssetsNon current assetsProperty, plant and equipment 388,774 417,016 43,590 23,085 28,694Other investments- Preference Shares 100,000 - - - -Investment in Equity accounted investee 408,876 - - - -Investment property 358,779 358,779 96,042 396,042 -Investment in venture capital 6,000 6,000 6,000 8,000 8,000Deferred tax assets 40,259 48,173 46,733 49,485 49,625Intangible assets 215,518 333,013 275,928 293,928 336,843Trade and other receivables 3,814 10,000 5,355 - -Total non current assets 1,522,020 1,172,981 473,648 770,540 423,162

Current assetsInventories 1,603,506 679,641 364,313 393,103 115,537Trade and other receivables 705,988 881,112 447,181 454,775 948,844Group balances receivable - - - 2,820 1,132Financial investments - Held for trading 11,110,975 11,653,791 9,792,142 3,703,968 8,270,365Financial investments - Available for sale 2,000 304,938 346,563 92,465 2,000Financial investments - Loans and receivables 8,925,273 2,557,511 3,208,413 2,457,005 1,950,862Derivative financial instruments (Assets) 40,609 19,844 10,378 17,583 74,328Cash and cash equivalents 57,933 51,102 20,395 19,239 21,970Total current assets 22,446,284 16,147,939 14,189,385 7,140,958 11,385,038Non-current assets held for sale 44,416 45,416 42,416 80,218 415,218Total Assets 24,012,720 17,366,336 14,705,449 7,991,716 12,223,418

Equity and LiabilitiesStated capital 445,994 445,994 445,994 445,994 445,994Capital reserves 22,500 22,500 22,500 - -Risk reserves 615,559 455,128 384,104 292,865 292,865Retained earnings /(losses) 258,783 346,936 442,356 327,554 683,813Fair value reserves (1,173) 147,817 176,268 - -Total equity attributable to equity holders of the parent 1,341,663 1,418,375 1,471,222 1,066,413 1,422,672Non-controlling interests 438,523 556,411 615,992 457,096 682,444Total equity 1,780,186 1,974,786 2,087,214 1,523,509 2,105,116

Non current liabilitiesDeferred tax liabilities 1,373 1,373 1,373 1,373 1,373Retirement benefit obligations 34,349 26,205 14,905 12,081 13,043Borrowings on debentures 1,743,325 420,215 - - -Interest bearing borrowings 2423142 125,014 - - -Total non current liabilities 4,202,189 572,807 16,278 13,454 14,416

Current liabilitiesTrade and other payables 1,253,990 523,435 243,624 230,546 256,381Interest bearing borrowings 1,400,700 1,982,200 576,117 1,338,305 1,016,176Group balances payable 187,000 - 287 32,303 124,804Securities sold under re-purchase agreements 14,836,258 12,300,690 11,771,296 4,846,739 8,687,507Derivative Financial Instruments (Liabilities) 31,359 - 837 - 117Bank overdrafts 321,038 12,418 9,796 6,860 18,901Total current liabilities 18,030,345 14,818,743 12,601,957 6,454,753 10,103,886Total Equity and Liabilities 24,012,720 17,366,336 14,705,449 7,991,716 12,223,418


FIVE YEAR FINANCIAL SUMMARY - GROUP RESULTS DUNAMIS CAPITAL PLC

GroupFor the year ended 31 March 2015 2014 2013 2012 2011

Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000

Cash flows from operating activitiesProfit before income tax 671,592 211,242 362,879 (485,166) 816,805

Adjustments for :Depreciation on property plant & equipment 45,847 24,443 10,817 11,846 14,648Amortisation/impairment of intangible assets 3,053 1,680 935 43,284 562Interest paid 199,937 20,777 8,728 7,854 129,864Dividend income (1,400) (4,163) - - -Gain on sale of investments (11,547) (9,835) - (35,665) -Profit on disposal of shares - - - - -Profit on sale of investment property - - (15,000) - -Gain on disposal of a subsidiary (3,280) - - - (535,040)Gain/(loss) on disposal of property plant & equipment (271) (3,784) 6 (3,426) (1,881)Profit/ loss on disposal of venture capital investments - - 80 - -Gain/(loss) on fair valuation of financial investments -

Held for trading 184,819 (87,094) - - -Gain on fair valuation of financial investments -

Available for sale (233,285) - - - -Gain/(loss) on fair valuation of derivative financial

instruments 10,595 (10,303) 8,042 56,745 -Provision for retirement benefit obligations 11,398 6,341 4,396 1,604 3,937Discontinued operation - - - - 876Provision for non current assets held for sale - - 37,802 - 15,000Provision for group balance receivables - - - - -Impairment of investment property - - - 35,000 -Provision for fall in value of investments in subsidiary - - - - -Specific allowance for slow moving inventory 22,418 - 832 412 -Specific allowance for impairment of trade and other

receivables 50,574 32,766 44,223 156,701 -De-recognition of goodwill 120,279 - 19,261 - -Write-off of ESC recoverable / VAT receivable 5,289 1,339 - - -Operating profit/(loss) before working capital changes 1,076,018 183,409 483,001 (210,811) 444,771

Change in inventories (923,866) (315,327) 5,484 (277,566) 22,499Change in trade and other receivables 181,310 (471,342) (1,189) 339,327 (633,549)Change in group balances receivables - - 3,975 41,971 (1,132)Change in financial investments - Available-for-sale 69,653 41,625 (254,098) - -Change in financial investments - Loans and receivables (5,105,377) 440,099 (751,408) (506,143) -Change in financial investments - Held for trading 727,635 (6,088,174) 4,447,690 (1,184,923)Change in investment securities - - - - 378,258Change in trade and other payables 724,363 265,909 20,654 (25,836) 485,944Change in interest bearing borrowings - - (762,188) 322,129 -Change in borrowings against re-purchase agreements 2,557,523 529,394 6,924,557 (3,840,768) (601,574)Change in group balances payable 187,000 (287) (32,016) (92,501) (305,474)Cash generated from / (used in) operations (505,742) 673,480 (451,402) 197,492 (1,395,180)Interest paid (199,937) (20,777) (8,728) (7,854) (129,864)Income tax paid (83,087) (99,090) (24,335) (29,290) (53,138)Gratuity paid (1,385) (564) (177) (2,566) (1,577)Net cash generated from / (used in) operations (790,151) 553,049 (484,642) 157,782 (1,579,759)


CONSOLIDATED STATEMENT OF CASH FLOWS DUNAMIS CAPITAL PLC


GroupFor the year ended 31 March 2015 2014 2013 2012 2011

Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000

Cash flows from investing activitiesAcquisition of Investment property - - - (96,042) -Acquisition of property, plant and equipment (22,905) (394,084) (34,905) (10,952) (5,314)Acquisition of intangible assets (5,837) (3,628) 2,196 369 (1,869)Purchase of investment securities - - - (90,465) -Investment in preference shares (100,000) - - - -Investment in subsidiaries (354,942) (200,097) (13,209) (43,799) (247,418)Investment in equity accounted investee (81,451) - - - -Investment in shares- Held for trading (953,677) (1,668,843) - - -Investment in listed debentures (1,262,385) - - - -Investment in deposits (5,000) (98,591) - - -Proceeds from sale of property, plant and equipment 5,500 - 275 7,473 2,712Proceeds from sale of investments- held for trading 327,089 763 - - -Proceeds from sale of investment property - - 315,000 - -Proceeds from sale of venture capital investments - - 1,920 - -Proceeds from disposal of debentures 35,078 76,796 - - -Proceeds from fixed deposit maturity 7,738 - - - -Proceeds from disposal of a subsidiary 5,400 - - - 968,300Proceeds from sale of investments - - 25,886 154,253 -Acquisition of financial investment- Held to maturity - - (996,919) - -Proceeds from financial investments- Held to maturity - - 1,188,026 - -Proceeds from redemption of preference shares - - - - -Dividend receipts 1,400 4,163 3,355 - -Staff loan recovery - - - 1,522 904Net Cash flows from/(used in) investing activities (2,403,992) (2,283,521) 491,625 (77,641) 717,315

Cash flows from financing activitiesDividend paid (245,994) (122,997) - - -Proceed from right issue - - - - 245,994Dividend paid to shareholders with non-controlling

interests (101,326) (91,431) (8,763) (70,392) (24,244)Proceeds from shareholders with non-controlling

interests on issue of share by subsidiaries - 21,672 - - -Proceeds from interest bearing loans & borrowings 1,819,459 1,531,098 - - 621,534Borrowings on Debentures 1,420,214 420,215 - -Share repurchase proceeds to minority - - - (439) (39,900)Lease installments paid - - - - (4,616)Net Cash flows from/(used in) financing activities 2,892,353 1,758,557 (8,763) (70,831) 798,768

Net change in cash and cash equivalents (301,789) 28,085 (1,780) 9,310 (63,676)

Cash and cash equivalents at the beginning of the year (Note A) 38,684 10,599 12,379 3,069 66,745

Cash and cash equivalents at the end of the year (Note B) (263,105) 38,684 10,599 12,379 3,069

Note ACash at bank and in hand 51,102 20,395 19,239 21,970 102,526Bank overdrafts (12,418) (9,796) (6,860) (18,901) (35,781)Cash and cash equivalents as at 31 March 38,684 10,599 12,379 3,069 66,745

Note BCash at bank and in hand 57,933 51,102 20,395 19,239 21,970Bank overdrafts (321,038) (12,418) (9,796) (6,860) (18,901)Cash and cash equivalents as at 31 March (263,105) 38,684 10,599 12,379 3,069

Attributable to equity holders of parentGroup

StatedCapital

Capitalreserves

RiskReserves

Foreign currency Reserve

RetainedEarnings

Fair valuereserve Total

MinorityInterest

TotalEquity

Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000

Balance as at 1 April 2010 200,000 - 160,816 7,901 (163,316) - 205,401 502,236 707,637 Right Issue 245,994 - - - - - 245,994 - 245,994 Profit for the year - - - - 780,325 - 780,325 404,956 1,185,281 Transfer to risk reserves - - 132,049 - (132,049) - - - - Dividend paid - - - - - - - (24,244) (24,244)Adjustment due to acquisition - - - - 31,303 - 31,303 (31,303) - Adjustment due to disposal - - - (7,901) 53,509 - 45,608 (185,117) (139,509)Repurchase of shares - - - - - - - (39,900) (39,900)Balance as at 31 March 2011 445,994 - 292,865 - 569,772 - 1,308,631 626,628 1,935,259

Balance as at 1 April 2011 445,994 - 292,865 - 569,772 - 1,308,631 626,628 1,935,259 Impact of adopting SLFRS as at 01 April 2011 - - - 114,041 - 114,041 55,816 169,857 Restated balance as at 1 April 2011 445,994 - 292,865 - 683,813 - 1,422,672 682,444 2,105,116 Loss for the year - - - - (379,863) - (379,863) (121,388) (501,251)Other comprehensive loss, net of tax - - - - - - - - - Adjustment due to acquisition - - - - 23,604 - 23,604 (33,129) (9,525)Re-purchase of ordinary shares - - - - - - - (439) (439)Dividend paid - - - - - - - (70,392) (70,392)Restated balance as at 31 March 2012 445,994 - 292,865 - 327,554 - 1,066,413 457,096 1,523,509

Restated balance as at 1 April 2012 445,994 - 292,865 - 327,554 - 1,066,413 457,096 1,523,509 Profit for the year - - - - 236,126 - 236,126 104,297 340,423 Other comprehensive income , net of tax - - - - - 176,268 176,268 77,830 254,098 Dividend paid - - - - - - - (8,762) (8,762)Transfer to risk reserve - - 91,239 - (91,239) - - - - Adjustment due to acquisition - - (30,085) (30,085) (14,469) (44,554)Adjustments due to amalgamation - 22,500 - - - - 22,500 - 22,500 Balance as at 31 March 2013 445,994 22,500 384,104 - 442,356 176,268 1,471,222 615,992 2,087,214

Balance as at 1 April 2013 445,994 22,500 384,104 - 442,356 176,268 1,471,222 615,992 2,087,214 Total comprehensive income for the yearProfit for the year - - - - 101,832 - 101,832 23,660 125,492 Other comprehensive expense - - - - (3,231) (28,451) (31,682) (13,482) (45,164)Total comprehensive income/ (expense) - - - - 98,601 (28,451) 70,150 10,178 80,328 Transactions with equity holdersDistribution to equity holdersDividend paid- Interim 2013/14 - - - - (122,997) - (122,997) (91,431) (214,428)Total distribution to equity holders - - - - (122,997) - (122,997) (91,431) (214,428)Changes in ownership interestAdjustment due to acquisition - - - - - - - 21,672 21,672 Total changes in ownership interest - - - - - - - 21,672 21,672 Transfer to risk reserve - - 71,024 - (71,024) - - - -

Total transactions with equity holders - - 71,024 - (194,021) - (122,997) (69,759) (192,756)Balance as at 31 March 2014 445,994 22,500 455,128 - 346,936 147,817 1,418,375 556,411 1,974,786

Balance as at 1 April 2014 445,994 22,500 455,128 - 346,936 147,817 1,418,375 556,411 1,974,786 Total comprehensive income for the yearProfit for the year - - - - 340,546 - 340,546 229,105 569,651 Other comprehensive income/(expenses) - - - - 1,478 (148,990) (147,512) (65,342) (212,854)Total comprehensive income/ (expense) - - - - 342,024 (148,990) 193,033 163,763 356,797 Transactions with equity holdersDistribution to equity holdersDividend paid - Interim 2013/14 (1st) - - - - (122,997) - (122,997) (50,663) (173,660) - Interim 2014/15 (2nd) - - - - (122,997) - (122,997) (50,663) (173,660)Total distribution to equity holders - - - - (245,994) - (245,994) (101,326) (347,320)Changes in ownership interestAdjustment due to acquisition - - - - (23,752) - (23,752) (180,325) (204,077)Total changes in ownership interest - - - - (23,752) - (23,752) (180,325) (204,077)Transfer to risk reserve - - 160,431 - (160,431) - - - - Total transactions with equity holders - - 160,431 - (430,177) - (269,746) (281,651) (551,397)Balance as at 31 March 2015 445,994 22,500 615,559 - 258,783 (1,173) 1,341,663 438,523 1,780,186


STATEMENT OF CHANGES IN EQUITYDUNAMIS CAPITAL PLC

Attributable to equity holders of parentGroup

StatedCapital

Capitalreserves

RiskReserves

Foreign currency Reserve

RetainedEarnings

Fair valuereserve Total

MinorityInterest

TotalEquity

Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000

Balance as at 1 April 2010 200,000 - 160,816 7,901 (163,316) - 205,401 502,236 707,637 Right Issue 245,994 - - - - - 245,994 - 245,994 Profit for the year - - - - 780,325 - 780,325 404,956 1,185,281 Transfer to risk reserves - - 132,049 - (132,049) - - - - Dividend paid - - - - - - - (24,244) (24,244)Adjustment due to acquisition - - - - 31,303 - 31,303 (31,303) - Adjustment due to disposal - - - (7,901) 53,509 - 45,608 (185,117) (139,509)Repurchase of shares - - - - - - - (39,900) (39,900)Balance as at 31 March 2011 445,994 - 292,865 - 569,772 - 1,308,631 626,628 1,935,259

Balance as at 1 April 2011 445,994 - 292,865 - 569,772 - 1,308,631 626,628 1,935,259 Impact of adopting SLFRS as at 01 April 2011 - - - 114,041 - 114,041 55,816 169,857 Restated balance as at 1 April 2011 445,994 - 292,865 - 683,813 - 1,422,672 682,444 2,105,116 Loss for the year - - - - (379,863) - (379,863) (121,388) (501,251)Other comprehensive loss, net of tax - - - - - - - - - Adjustment due to acquisition - - - - 23,604 - 23,604 (33,129) (9,525)Re-purchase of ordinary shares - - - - - - - (439) (439)Dividend paid - - - - - - - (70,392) (70,392)Restated balance as at 31 March 2012 445,994 - 292,865 - 327,554 - 1,066,413 457,096 1,523,509

Restated balance as at 1 April 2012 445,994 - 292,865 - 327,554 - 1,066,413 457,096 1,523,509 Profit for the year - - - - 236,126 - 236,126 104,297 340,423 Other comprehensive income , net of tax - - - - - 176,268 176,268 77,830 254,098 Dividend paid - - - - - - - (8,762) (8,762)Transfer to risk reserve - - 91,239 - (91,239) - - - - Adjustment due to acquisition - - (30,085) (30,085) (14,469) (44,554)Adjustments due to amalgamation - 22,500 - - - - 22,500 - 22,500 Balance as at 31 March 2013 445,994 22,500 384,104 - 442,356 176,268 1,471,222 615,992 2,087,214

Balance as at 1 April 2013 445,994 22,500 384,104 - 442,356 176,268 1,471,222 615,992 2,087,214 Total comprehensive income for the yearProfit for the year - - - - 101,832 - 101,832 23,660 125,492 Other comprehensive expense - - - - (3,231) (28,451) (31,682) (13,482) (45,164)Total comprehensive income/ (expense) - - - - 98,601 (28,451) 70,150 10,178 80,328 Transactions with equity holdersDistribution to equity holdersDividend paid- Interim 2013/14 - - - - (122,997) - (122,997) (91,431) (214,428)Total distribution to equity holders - - - - (122,997) - (122,997) (91,431) (214,428)Changes in ownership interestAdjustment due to acquisition - - - - - - - 21,672 21,672 Total changes in ownership interest - - - - - - - 21,672 21,672 Transfer to risk reserve - - 71,024 - (71,024) - - - -

Total transactions with equity holders - - 71,024 - (194,021) - (122,997) (69,759) (192,756)Balance as at 31 March 2014 445,994 22,500 455,128 - 346,936 147,817 1,418,375 556,411 1,974,786

Balance as at 1 April 2014 445,994 22,500 455,128 - 346,936 147,817 1,418,375 556,411 1,974,786 Total comprehensive income for the yearProfit for the year - - - - 340,546 - 340,546 229,105 569,651 Other comprehensive income/(expenses) - - - - 1,478 (148,990) (147,512) (65,342) (212,854)Total comprehensive income/ (expense) - - - - 342,024 (148,990) 193,033 163,763 356,797 Transactions with equity holdersDistribution to equity holdersDividend paid - Interim 2013/14 (1st) - - - - (122,997) - (122,997) (50,663) (173,660) - Interim 2014/15 (2nd) - - - - (122,997) - (122,997) (50,663) (173,660)Total distribution to equity holders - - - - (245,994) - (245,994) (101,326) (347,320)Changes in ownership interestAdjustment due to acquisition - - - - (23,752) - (23,752) (180,325) (204,077)Total changes in ownership interest - - - - (23,752) - (23,752) (180,325) (204,077)Transfer to risk reserve - - 160,431 - (160,431) - - - - Total transactions with equity holders - - 160,431 - (430,177) - (269,746) (281,651) (551,397)Balance as at 31 March 2015 445,994 22,500 615,559 - 258,783 (1,173) 1,341,663 438,523 1,780,186


CompanyFor the year ended 31.03.2015 31.03.2014 31.03.2013 31.03.2012 01.04.2011

Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000SLFRS SLAS

Revenue - - - - -Gross Profit - - - - -Other income 535,500 175,754 932,264 57,840 368,275 Profit / (loss) before taxation 336,377 1,364 805,856 (170,621) 192,097 Income tax expenses (14,791) (803) 1,465 (1,555) (291)Profit / (loss) for the year 321,586 561 807,321 (172,176) 191,806

As at 31.03.2015 31.03.2014 31.03.2013 31.03.2012 01.04.2011Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000 Rs. ‘000

SLFRS

AssetsNon current assetsProperty, plant and equipment 4,860 7,835 11,047 14,472 15,195Investment in subsidiaries 1,734,717 1,499,692 1,284,594 616,319 639,902Other investments- Preference Shares 100,000 600,000 - - -Investment property 536,042 536,042 96,042 396,042 -Group balances receivable - - - 130,000 130,000Intangible assets 5 21 37 - - Total non current assets 2,375,624 2,643,590 1,391,720 1,156,833 785,097

Current assetsTrade and other receivables 9,030 16,456 54,994 3,566 3,678Group balances receivable 37,332 38,433 - 5,350 48,163Financial investments - Held for trading 874,524 46,355 - - 101,125Financial investments - Loans and receivables 5,982 98,591 66,960 - - Cash and cash equivalents 1,594 3962 688 3,380 559Total current assets 928,462 203,797 122,642 12,296 153,525Non-current assets held for sale - - - - 335,000Total Assets 3,304,086 2,847,387 1,514,362 1,169,129 1,273,621

Equity and LiabilitiesStated capital 445,994 445,994 445,994 445,994 445,994 Retained earnings /(losses) 449,964 376,545 500,021 (182,943) (10,767)Total equity attributable to equity holders of the parent 895,958 822,539 946,015 263,051 435,227 Total equity 895,958 822,539 946,015 263,051 435,227

Non current liabilitiesDeferred tax liabilities 1,373 1,373 1,373 1,373 1,373Retirement benefit obligations 8,092 3,567 1,808 1,215 1,204Borrowings on debentures 1,017,549 - - - - Total non current liabilities 1,027,014 4,940 3,181 2,588 2,577

Current liabilitiesTrade and other payables 23,805 7,412 7,115 22,974 11,831Interest bearing borrowings 1,062,909 880,263 - - -Group balances payable 1,226 1,127,592 553,595 879,099 814,614Bank overdrafts 293,174 4,641 4,456 1,417 9,372Total current liabilities 1,381,114 2,019,908 565,166 903,490 835,817Total Equity and Liabilities 3,304,086 2,847,387 1,514,362 1,169,129 1,273,621

FIVE YEAR FINANCIAL SUMMARY - COMPANY RESULTS DUNAMIS CAPITAL PLC


CompanyFor the year ended 31 March 2015 2014 2013 2012 2011

Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000

Cash flows from operating activities Profit before income tax 336,377 1,364 805,856 (170,621) 192,097

Adjustments for : Depreciation on property plant & equipment 3,288 3,364 4,162 5,467 6,256 Amortisation/impairment of intangible assets 16 16 13 - - Interest paid 213,026 132,970 75,970 54,054 126,902 Dividend income (305,074) (142,054) (424,883) (21,887) (73,491) Gain on sale of investments (40,250) (9,853) - (21,217) - Profit on disposal of shares - - (465,505) - - Profit on sale of investment property - - (15,000) - - Gain on disposal of a subsidiary (156,105) - - - (290,711) Gain/(loss) on disposal of property plant &

equipment (1,000) - 6 (3,426) (1,881) Profit/ loss on disposal of venture capital

investments - - - - - Gain/(loss) on fair valuation of financial investments-

Held for trading (109,278) (299) - - - Provision for retirement benefit obligations 2,351 719 592 11 237 Provision for non current assets held for sale - - - - 15,000 Provision for group balance receivables - - - 47,032 - Impairment of investment property - - - 35,000 - Provision for fall in value of investments in

subsidiary - - 3,217 67,382 - Write-off of ESC recoverable / VAT receivable 5,289 1,339 - - - Operating profit/(loss) before working capital

changes (51,360) (12,434) (15,572) (8,205) (25,591)

Change in trade and other receivables (2,137) 37,108 (51,428) 112 1,436 Change in group balances receivables 1,101 (38,432) 5,540 (4,218) (30,621) Change in financial investments - Loans and

receivables 92,609 - - - - Change in financial investments - Held for trading - - - - 127,921 Change in trade and other payables 1,694 (415) (14,392) 9,588 7,285 Change in interest bearing borrowings - - - - - Change in borrowings against re-purchase

agreements - - - - - Change in group balances payable (881,810) 573,995 (538,713) 64,484 (399,440) Cash generated from / (used in) operations (839,903) 559,822 (614,565) 61,761 (319,010) Interest paid (213,026) (132,970) (75,970) (54,054) (126,902) Income tax paid - - - - - Gratuity paid - - - - (234) Net cash generated from / (used in) operations (1,052,929) 426,852 (690,535) 7,707 (446,146)

Cash flows from investing activities Acquisition of Investment property - (440,000) - (96,042) - Acquisition of property, plant and equipment (313) (152) (745) (8,785) - Acquisition of intangible assets - - (50) - - Investment in preference shares (100,000) (600,000) - - - Investment in subsidiaries (329,742) (215,097) (13,209) (43,799) (247,418) Investment in shares- Held for trading (765,246) (14,997) - - -


CONSOLIDATED STATEMENT OF CASH FLOWS DUNAMIS CAPITAL PLC

CompanyFor the year ended 31 March 2015 2014 2013 2012 2011

Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000

Investment in listed debentures - (31,805) - - - Investment in deposits (5,000) (98,591) - - - Proceeds from sale of property, plant and equipment 1,000 - - 7,467 2,708 Proceeds from sale of investments- held for trading 135,097 763 - - - Proceeds from sale of investment property - - 315,000 - - Proceeds from disposal of debentures 33,592 76,796 - - - Proceeds from fixed deposit maturity 7,738 - - - - Proceeds from disposal of a subsidiary 5,400 - - - 394,845 Proceeds from sale of investments - - 25,886 122,342 - Acquisition of financial investment- Held to maturity - - (66,960) - - Proceeds from redemption of preference shares 600,000 - - - - Dividend receipts 305,074 142,054 424,882 21,886 73,491 Staff loan recovery - - - - - Net Cash flows from/(used in) investing activities (112,400) (1,181,029) 684,804 3,069 223,626

Cash flows from financing activities Dividend paid (245,994) (122,997) - - - Proceed from right issue - - - - 245,994 Proceeds from interest bearing loans & borrowings 182,642 880,263 - - - Borrowings on Debentures 937,780 - - - - Lease installments paid - - - - (693) Net Cash flows from/(used in) financing activities 874,428 757,266 - - 245,301

Net change in cash and cash equivalents (290,901) 3,089 (5,731) 10,776 22,781

Cash and cash equivalents at the beginning of the year (Note A) (679) (3,768) 1,963 (8,813) (31,594)

Cash and cash equivalents at the end of the year (Note B) (291,580) (679) (3,768) 1,963 (8,813)

Note A Cash at bank and in hand 3,962 688 3,380 559 423 Bank overdrafts (4,641) (4,456) (1,417) (9,372) (32,017)Cash and cash equivalents as at 31 March (679) (3,768) 1,963 (8,813) (31,594)

Note B Cash at bank and in hand 1,594 3,962 688 3,380 559 Bank overdrafts (293,174) (4,641) (4,456) (1,417) (9,372)Cash and cash equivalents as at 31 March (291,580) (679) (3,768) 1,963 (8,813)



STATEMENT OF CHANGES IN EQUITYDUNAMIS CAPITAL PLC

Company StatedCapital

RetainedEarnings

Total

Rs. ‘000 Rs. ‘000 Rs. ‘000

Balance as at 1 April 2010 200,000 (202,573) (2,573)Right Issue 245,994 - 245,994 Profit for the year - 191,806 191,806 Balance as at 31 March 2011 445,994 (10,767) 435,227

Balance as at 1 April 2011 445,994 (10,767) 435,227 Impact of adopting SLFRS as at 01 April 2011 - - - Restated balance as at 1 April 2011 445,994 (10,767) 435,227 Loss for the year - (172,176) (172,176)Other comprehensive income, net of tax - - - Restated balance as at 31 March 2012 445,994 (182,943) 263,051

Restated balance as at 1 April 2012 445,994 (182,943) 263,051 Profit for the year - 807,321 807,321 Other comprehensive income , net of tax - - - Adjustments due to amalgamation - (124,357) (124,357)Balance as at 31 March 2013 445,994 500,021 946,015

Balance as at 1 April 2013 445,994 500,021 946,015 Total comprehensive income for the yearProfit for the year - 561 561 Other comprehensive expense - (1,040) (1,040)Total comprehensive expense - (479) (479)Transactions with equity holdersDistribution to equity holdersDividend paid- Interim 2013/14 - (122,997) (122,997)Total distribution to equity holders - (122,997) (122,997)Total transactions with equity holders - (122,997) (122,997)Balance as at 31 March 2014 445,994 376,545 822,539

Balance as at 1 April 2014 445,994 376,545 822,539 Total comprehensive income for the yearProfit for the year - 321,586 321,586 Other comprehensive expenses - (2,173) (2,173)Total comprehensive income - 319,413 319,413 Transactions with equity holdersDistribution to equity holdersDividend paid- Interim 2013/14 (1st) - (122,997) (122,997) - Interim 2014/15 (2nd) - (122,997) (122,997)Total distribution to equity holders - (245,994) (245,994)Total transactions with equity holders - (245,994) (245,994)Balance as at 31 March 2015 445,994 449,964 895,958

Annexure IIICollection Points

Company Registered Office Managers to the Issue

Dunamis Capital PLC

No. 02, Deal Place

Colombo 3

Tel: 112 639 878/ 112 576 865


No. 02, Deal Place

Colombo 3

Tel: 112 639 816/65

Managers to the Issue - Branches

Kandy Matara

No.213-215, Peradeniya Road,

Kandy.

Tel : +94 81 2 236 010 / +94 777 590 521

No. 24,Mezzanine Floor,

E.H.Cooray Building,

Anagarika Dharmapala Mawatha,

Matara.

Tel : +94 41 2 222 988 / +94 777 572 279

Kurunegala

No. 06, 1st Floor, Union Assurance Building,

Rajapihilla Mawatha,

Kurunegala.

Tel : +94 37 2 222 930 / +94 773 596 443


COPIES OF THE PROSPECTUS CAN BE OBTAINED FREE OF CHARGE FROM THE FOLLOWING COLLECTION POINTS

Bartleet Religare Securities (Private) Limited Acuity Stockbrokers (Private) Limited

Level “G”, “Bartleet House” Level 6, Acuity House

65, Braybrooke Place, Colombo 2. No. 53, Dharmapala Mawatha, Colombo 3.

Tel: +94 11 5 220 200 Tel: +94 11 2 206 206

Fax: +94 11 2 434 985 Fax: +94 11 2 206 298 / 9

John Keells Stock Brokers (Private) Limited Asha Phillip Securities Limited

186, Vauxhall Street, Colombo 2. 2nd Floor, Lakshmans Building

Tel: +94 11 2 342066-7 No. 321, Galle Road Colombo 03.

+94 11 2 306250 Tele : +94 11 2 429 100

Fax: +94 11 2 342068 Fax : +94 11 2 429 199

Assetline Securities (Private) Limited Somerville Stockbrokers (Private) Limited

No.120, 120A, Pannipitiya Road, Battaramulla. 137, Vauxhall Street, Colombo 2

Tel: +94 11 4 700 111 Tel: +94 11 2 329 201-5, 2 332 827, 2 338 292-3

Fax: +94 11 4 700 112, 4 700 101 Fax: +94 11 2 430 829

J B Securities (Private) Limited Lanka Securities (Private) Limited

150, St. Josephs Street, No. 228/1, Galle Road

Colombo 14. Colombo 04.

Tel: +94 11 2 490 900, 077 2 490 900 Tel: +94 11 4 706 757, 2 554 942

Fax: +94 11 2 446 085, 2 447 8755 Fax: +94 11 4 706 767

Asia Securities (Private) Limited Nation Lanka Equities (Private) Limited

2nd Floor, No. 176/1-2/1 44, Guildford Crescent,

Thimbirigasyaya Road, Colombo 5. Colombo - 07.

Tel: +94 11 7 722 000 Tel: +94 11 4 889 061-3, +94 11 2 684 483

Fax: +94 11 2 584 864 Fax: +94 11 2 688 899

Capital Trust Securities (Private) Limited S C Securities (Private) Limited

42, Mohamed Macan Markar Mawatha 5th Floor, 26 B, Alwis Place


Tel: +94 11 2 174 174, +94 11 2 174 175 Tel: +94 11 4 711 000 / +94 11 47 11 001

Fax: +94 11 2 174 173 Fax: +94 11 2 394 405


MEMBERS DEBT AND EQUITY

CT CLSA Securities (Private) Limited First Capital Equities (Private) Limited

4-14, Majestic City, 10, Station Road, Colombo 4. No.347/1/1, Dr. Colvin R De Silva Mawatha, Colombo 2

Tel: +94 11 2 552 290 - 4 Tel: +94 11 2 145 000

Fax: +94 11 2 552 289 Fax: +94 11 5 736 264

NDB Securities (Private) Limited

5th Floor, NDB Building, 40, Navam Mawatha

Colombo 2.

Tel: +94 11 2 314 170 to 2 314 178

Fax: +94 11 2 314 181


Capital Alliance Securities (Private) Limited SMB Securities (Private) Limited

Level 5, “Millennium House”, 46/58 Navam Mawatha No. 102/1, Dr. N M Perera Mawatha,


Tel: +94 11 2 317 777 Tel: +94 11 4 388 138

Fax: +94 11 2 3177 88 Fax: +94 2 670 294

First Guardian Equities (Private) Limited Taprobane Securities (Private) Limited

32nd Floor, East Tower, World Trade Centre 2nd Floor,No. 10, Gothami Road


Tel: +94 11 5 884 400 (Hunting) Tel: +94 11 5 328 200

Fax: +94 11 5 884 401 Fax: +94 11 5 328 277

Candor Equities Limited Entrust Capital Markets (Private) Limited

Level 8, South Wing,Millennium House Level 15, East Tower, World Trade Centre

46/58 Nawam Mawatha, Echelon Square

Colombo 02. Colombo – 01.

Tel: +94 11 2 359 100 Tele : +94 11 5 500 600

Fax: +94 11 2 305 522 Fax : +94 11 2 500 699

Enterprise Ceylon Capital (Private) Limited TKS Securities (Private) Limited

27th Floor, East Tower 4th Floor, No. 245 Dharmapala Mawatha

World Trade Centre, Echelon Square Colombo 7

Colombo 1 Tel: +94 11 7 857 799

Tel: +94 11 2 333 000 Fax: +94 11 7 857 857

Fax: +94 11 2 333 383

Richard Pieris Securities (Private) Limited Claridge Stockbrokers (Private) Limited

No. 55/20, Vauxhall Lane No.10 Gnanartha Pradeepa Mawatha


Tel: +94 11 7 448 900 , +94 11 5 900 800 Tel: +94 11 2 697 974

Fax: +94 11 2 330 711 Fax: +94 11 2 689 250


TRADING MEMBERS DEBT AND EQUITY

Navara Securities (Private) Limited Softlogic Stockbrokers (Private) Limited

No. 25- 2/1, Milepost Avenue No.06, 37th Lane, Queens Road


Tel: +94 11 2 358 700 / 20 Tel: +94 11 7 277 000

Fax: +94 11 5 005 551 Fax: +94 11 7 277 099

LOLC Securities Limited Capital Alliance Limited

Level 18, West Tower Level 5, “Millenium House”

World Trade Centre, Echelon Square, Colombo 1. 46/58, Nawam Mawatha, Colombo 2.

Tel: +94 11 7 880 880 Tel: +94 11 2317777

Fax: +94 11 2 434 771 Fax: +94 11 2317788

First Capital Markets Wealthtrust Securities Limited

No.02, Deal Place No. 32, Castle Street

Colombo 03 Colombo 08.

Tel: +94 11 2 639 898, +94 11 2 681 888 Tel: +94 11 2 675 091 - 4

Fax: +94 11 2 639 899, +94 11 2 576 866 Fax: +94 11 2 689 605

Perpetual Treasuries Limited N S B Fund Management Company Limited

Level 3, Prince Alfred Tower No. 255, First Floor, NSB Head Office

No 10, Alfred House Gardens, Colombo 3. Galle Road, Colombo 3.

Tel: +94 11 2206123, +94 11 2206107 Tel: +94 11 2 565 956, +94 11 2 565 957

Fax: +94 11 2206110 Fax: +94 11 2 574 387

Acuity Securities Limited Commercial Bank of Ceylon PLC

4th Floor, Commercial House

No. 53, Dharmapala Mawatha, Colombo 3. No.21, Sir Razik Fareed Mawatha, Colombo 1.

Tel: +94 11 2 206 280 Tel: + 94 11 2 486 334

Fax: +94 11 2 206 290 Fax: +94 11 2 384 650

Natwealth Securities Limited

Price Alfred Tower,

No. 10-1/1, Alfred House Gardens, Colombo 3

Tel: +94 11 4 716 274

Fax: +94 11 4 645 776


Annexure IVCustodian Banks

Bank of Ceylon The Hong Kong and Shanghai Banking Corp. Ltd

Head Office,11th Floor, 24, Sir Baron Jayathilake Mawatha,

04, Bank of Ceylon Mawatha, Colombo 01

Colombo 01 Tel: 011 232 5435, 011 244 6591

Tel: 011 2317777, 011 2448348

C/O Hatton National Bank PLC People’s Bank

Cinnamon Garden Branch, Head Office, 5th Floor,

251, Dharmapala Mawatha, Sir Chittampalam A Gardiner Mawatha

Colombo 07 Colombo 02

Tel: 011 268 6537, 011 268 9176 Tel: 011 278 1481,011 2446316

Citi Bank Pan Asia Bank

65 C, Dharmapala Mawatha, 450, Galle Road

P.O. Box 888,0 Colombo 03

Colombo 07 Tel: 011 2 565565

Tel: 011 244 7316/8, 011 244 7318

Commercial Bank of Ceylon PLC Sampath Bank PLC

Commercial House,21, Bristol Street, 110, Sir James Peiris Mawatha,

P.O. Box 853, Colombo 02

Colombo 01 Tel: 011 533 1458

Tel: 011 244 5010-15, 011 238 193-5

Deutsche Bank Seylan Bank PLC

No. 86, Galle Road, Level 8, Ceylinco Seylan Towers,

Colombo 03 90, Galle Road, Colombo 03

Tel: 011 244 7062, 011 243 8057 Tel: 011 245 6789, 011 470 1812

Standard Chartered Bank Hatton National Bank PLC

37, York Street, HNB Towers, 479, T.B. Jayah Mawatha,


Tel: 011 479 4400, 011 248 0000 Tel: 011 266 4664


State Bank of India Nations Trust Bank PLC

16, Sir Baron Jayathilake Mawatha, 242, Union Place,


Tel: 011 232 6133-5, 011 243 9405-6 Tel: 0114 313131

Union Bank National Savings Bank

No 15A, Alfred Place, Savings House

Colombo 03 255, Galle Road, Colombo 03

Tel: 011 2 370 870 Tel: 5 730081-5


ISSUE OPENS 19 11 2015 BANKER’S/ STOCKBROKER’S

SEALISSUE CLOSES 09 12 2015

EARLIEST CLOSING 19 11 2015 MASTER SERIAL NO. (For office use

only)DATE DD MM 2015

¨ PLEASE STAPLE THE CHEQUE/BANK DRAFT HEREDUNAMIS CAPITAL PLC – DEBENTURE ISSUE 2015

Dunamis Capital PLC was incorporated in 1985 under the provisions of the Companies Act No. 17 of 1982 and re-registered under the Companies Act No. 7 of 2007 on 15 August 2007.

APPLICATION FORMAN ISSUE OF TEN MILLION (10,000,000) RATED, SENIOR, UNSECURED, REDEEMABLE DEBENTURES AT A PAR VALUE OF LKR 100/- EACH TO RAISE UPTO SRI LANKA RUPEES ONE BILLION (LKR 1,000,000,000/-)

TO: BOARD OF DIRECTORS – DUNAMIS CAPITAL PLC – NO. 02, DEAL PLACE, COLOMBO 03

I/We, the undersigned hereby apply for and request you to allot me/us the number of Debentures stated below as per the Prospectus dated 11 November 2015. The amount payable on application is attached herewith. I/We, hereby agree to accept the Debentures applied for or such smaller number as may be allotted to me/us, subject to the terms and conditions contained in the Prospectus. I/We irrevocably give my/our authority and consent to Bank of Ceylon to act as my/our Trustee subject to the terms and conditions stipulated in the Trust Deed dated 09 November 2015 entered into between Dunamis Capital PLC and the said Trustee. I/We authorize you to procure my/our name(s) to be placed in the register of the holders of the above mentioned Debentures for such number of Debentures that may be allotted on the basis of acceptance by Dunamis Capital PLC.

Please use block capitals and read Instructions on the reverse carefully.

Please select (ü) only one type of debenture per application form

Type A – 5 years Fixed Interest Rate of 10.50% p.a. payable semi-annually (AER of 10.78%) Type B – 5 years Floating Interest Rate of 6 month net Treasury Bill rate plus 2.50% p.a. payable semi-annually

NUMBER OF DEBENTURES PRICE PER DEBENTURE LKR 100/-

AMOUNT TO BE PAID IN SRI LANKAN RUPEES AT LKR 100/- PER DEBENTURE

, , , , ,

MODE OF PAYMENT - CHEQUE/BANK DRAFT/ BANK GUARANTEE /RTGS DETAILS

PLEASE TICK(ü) AS APPROPRIATE NAME OF BANK NAME OF BRANCH CHEQUE/BANK DRAFT/BANK GUARANTEE NUMBER

CHEQUE o BANK DRAFT o BANK GUARANTEE o RTGS o

The allotted Debentures would be credited to the CDS account specified below. (Please refer instructions overleaf)

CDS ACCOUNT NO. - - -

SOLE/FIRST APPLICANT JOINT APPLICANTS

STATUS (MR./ MRS./ MS./ OTHER)

1 2

SURNAME WITH INITIALS/ NAME OF CORPORATE BODY

1

2

NAMES DENOTED BY INITIALS

1

2

ADDRESS 1

2

NATIONAL IDENTITY CARD NO. / COMPANY NO. / PASSPORT NO.

1 2

CONTACT TELEPHONE NO. 1 2

NATIONALITY(Please tick (ü) as appropriate)

SRI LANKAN OTHER 1 SRI LANKAN OTHER

2 SRI LANKAN OTHER

RESIDENCY IN SRI LANKA (Please tick (ü) as appropriate)

RESIDENT OTHER 1 RESIDENT NON-RESIDENT

2 RESIDENT NON-RESIDENT

NAME, ADDRESS AND SIGNATURE OF FINANCIER (MARGIN TRADING ONLY)

REFUND PAYMENT INSTRUCTIONS (Please tick (ü) as appropriate) DIRECT TRANSFERS (Please tick one)

CHEQUE SENT VIA ORDINARY POST TO THE ABOVE ADDRESS

SLIPS SIA

BANK CODE BRANCH CODE ACCOUNT NUMBER

DECLARATION IN TERMS OF THE PROVISIONS OF THE EXCHANGE CONTROL ACT

TICK (ü) ONE BOX ONLY

For Sri Lankan Citizens resident in Sri Lanka, and Corporate Bodies Incorporated in Sri Lanka in terms of the provisions of the Exchange Control Act I/We, the Applicant(s) of the above mentioned Debentures hereby declare that I am/we are a citizen(s) of and resident in Sri Lanka and I am/we are not acting as nominee(s) of any person(s) resident outside Sri Lanka.

For Non-Resident and Non-Citizens in terms of the provisions of the Exchange Control Act : I/We, the Applicant(s) of the above mentioned Debentures hereby declare that, I am/we are resident outside of Sri Lanka and that, I/we have made the remittance as stipulated by the Controller of Exchange. A confirmation/endorsement from my/our bank to such effect is attached to this Application.

SIGNATURE(S ) OF APPLICANT(S) SOLE/FIRST APPLICANT JOINT APPLICANT (1) JOINT APPLICANT (2)

INSTRUCTIONS

• All Applicants should indicate their respective CDS account number in the Application Form.

• Any Application which does not carry a valid CDS account number or indicates a number of a CDS account which is not opened at the time of the closure of the subscription list or which indicates an inaccurate/incorrect CDS account number will be rejected and no allotment will be made.

• If you wish to open a CDS account, you may do so prior to make the Application through any Member/Trading Member of the CSE as set out in Annexure III or through any Custodian Bank as set out in Annexure IV of the Prospectus.

• The allotted Debentures would only be credited to the Applicant’s CDS account.

• NO DEBENTURE CERTIFICATE WILL BE ISSUED

(1) Application Form

(i) The Application Form must be completed in FULL in BLOCK CAPITALS.

(ii) Please tick (ü) in the boxes appropriate to you.

(iii) In the event a particular section in this Application Form is not applicable, please indicate “N/A” in the relevant section.

(iv) All Applicants should meet the eligibility criteria set out under section 2.2 in the Prospectus

(v) Applications should be made on the Application Form, issued with the Prospectus. Application Forms will be made available from the collection points listed in Annexure III of the Prospectus and can also be downloaded from www.cse.lk, www.dunamis.lk and www.firstcapital.lk, exact sized photocopies of the original Application Form will also be accepted. Care must be taken to follow the instructions given in the Application Form.

(vi) Applicants shall use a separate application form for each class of Debenture they wish to apply for.

(vii) Applicants should subscribe to a minimum of One Hundred (100) Debentures (LKR 10,000/-) and multiples of Hundred (100) Debentures (LKR 10,000/-).

(viii) Applications which do not strictly conform to instructions and the other conditions set out herein or which are incomplete or illegible may be rejected.

(ix) Two or more Applications submitted by an Applicant for the same type of Debenture will not be accepted. If two or more Application Forms are submitted from a single Applicant, those would be construed as multiple Applications or suspected multiple Applications.

(x) If the ownership of the Debentures is desired in the name of one Applicant, full details should be given only under the heading SOLE/FIRST APPLICANT in the Application Form. In the case of joint Applicants, the signatures and particulars in respect of all Applicants must be given under the relevant headings in the Application Form.

(xi) An Applicant of a joint Application will not be eligible to apply through a separate Application Form either individually or jointly. Such Applicants are also deemed to have made multiple Applications and will be rejected. In the case of joint Applications, the refunds (if any), interest payments and the Redemption will be remitted in favour of the First Applicant as identified in the Application Form.

(xii) The Company shall not be bound to register more than three (03) natural persons as joint holders of any Debentures (except in the case of executors, administrators or heirs of a deceased member).

(xiii) Applications by Companies, Corporate bodies, Societies, Approved Provident Funds, Trust Funds and Approved Contributory Pension Schemes registered/ incorporated/ established in Sri Lanka should have obtained necessary internal approvals as provided by their internal approval procedures at the time of applying for the Debentures and should be made under their common seal or in any other manner as provided by their article of association or such other constitutional document of such Applicant or as per the statutes governing them. In the case of Approved Provident Funds, Trust Funds and Approved Contributory Pension Schemes, the Applications should be in the name of the trustee/board of management.

(xiv) All Applicants should indicate in the Application for Debentures, their CDS account number.

(xv) In the event the name, address or NIC number/passport number/company registration number of the Applicant mentioned in the Application Form differ from the name, address or NIC number/passport number/company registration number as per the CDS records, the name, address or NIC number/company registration number as per CDS records will prevail and be considered as the name, address or NIC number/passport number company registration number of such Applicant. Therefore Applicants are advised to ensure that the name, address or NIC number/passport number company registration number mentioned in the Application Form tally with the name , address or NIC number/passport number/company registration number given in the CDS account as mentioned in the Application Form. Application Forms stating third party CDS accounts, instead of Applicants’ own CDS account numbers except in the case of margin trading, will be rejected.

(xvi) Applicants who wish to apply through their margin trading accounts should submit the Application Forms in the name of the “Margin provider /Applicants name” signed by the margin provider, requesting direct deposit of the Debentures to the Applicant’s margin trading account in CDS. The margin provider should indicate the relevant CDS account number relating to the margin trading account in the Application Form. A photocopy of the margin trading agreement must be submitted along with the Application.

(xvii) Margin providers can apply under their own name and such Applications will not be construed as multiple Applications.

(xviii) Application Forms may be signed by a third party on behalf of the Applicant(s) provided that such person holds the power of Attorney (POA) of the Applicant(s). A copy of such POA certified by a notary Public as “True Copy” should be attached with the Application Form. Original of the POA should not be attached.

(xix) Funds for the investment in Debentures and the payment for the Debentures by Non-Resident(s): institutional investors, corporate bodies incorporated outside Sri Lanka, individuals resident outside Sri Lanka and Sri Lankans resident outside Sri Lanka should be made only out of funds received as inward remittances or available to the credit of “Securities Investment Account” (SIA) of the Non-Resident Applicants opened and maintained in a licensed commercial bank in Sri Lanka in accordance with directions given by the Controller of Exchange in that regard to licensed commercial banks.

An endorsement by way of a letter by the licensed bank in Sri Lanka in which the Non-Resident Applicant maintains the SIA, should be attached to the Application Form to the effect that such payment through bank draft/bank guarantee/RTGS has been made out of the funds available in the SIA. Non Resident Applicants are requested to include their SIA account details in the Application Form for refund payments. Payments received via SIA accounts will only be refunded via SIA accounts, in the event that the SIA account number has been provided.

(xx) Non-Resident(s): institutional investors, corporate bodies incorporate outside Sri Lanka, Individual resident outside Sri Lanka and Sri Lankans resident outside Sri Lanka should have obtained necessary internal approvals as provided by their internal approval procedures at the time of applying for Debentures and may be affected by the laws of the jurisdiction of their residence. If the Non-Resident Applicants wish to apply for the Debentures, it is their responsibility to comply with the laws relevant to the jurisdiction of their residence and of Sri Lanka.

(2) MODE OF PAYMENT

(i) Payment in full for the total value of Debentures applied for should be made separately in respect of each Application either by cheque/bank draft/bank guarantee drawn upon any licensed commercial bank operating in Sri Lanka or RTGS transfer directed through any licensed commercial bank operating in Sri Lanka, as the case may be, subject to (ii) below.

(ii) Payments for Applications for values above and inclusive of Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-) should be supported by either a

o RTGS for Application value LKR 100,000,000/- and above

o bank guarantee issued by a licensed commercial bank; or

o Multiple bank drafts/cheques drawn upon any commercial bank operating in Sri Lanka, each of which should be for a value less than LKR. 100,000,000

o Multiple cheques or RTGS transfers will not be accepted for Application value below LKR. 100,000,000/-

(iii) Cheques or bank drafts should be made payable to “DUNAMIS CAPITAL PLC - DEBENTURE ISSUE 2015”, crossed “Account Payee Only” and must be honoured on the first presentation. In case of RTGS transfers, such transfers should be made to the credit of “DUNAMIS CAPITAL PLC - DEBENTURE ISSUE 2015” bearing the account number 115-010-141-059 at Hatton National Bank PLC – Colpetty Branch, with value on the Issue opening date (i.e. the funds to be made available to the above account on the Issue opening date).

(iv) In case of bank guarantees, such bank guarantees should be issued by any licensed commercial bank in Sri Lanka in favour of “DUNAMIS CAPITAL PLC - DEBENTURE ISSUE 2015” in a manner acceptable to the Company, and be valid for a minimum of one (01) month from the issue Opening Date, and should be paid unconditionally and immediately on being claimed by the registrar.

(iv) All cheques/bank drafts received in respect of the Applications for Debenture will be banked commencing from the Market Day immediately following the Closing Date. Cheques must be honoured on first presentation for the Application to be valid.

(v) Please refer Section 2.3 and 2.4 of the Prospectus for further details.

(3) FORWARDING COMPLETED APPLICATION

Application Forms properly filled in accordance with the instructions thereof together with the remittance for the full amount payable on Application should be enclosed in an envelope marked “DUNAMIS CAPITAL PLC - DEBENTURE ISSUE 2015” on the top left hand corner in capital letters and dispatched by post or courier or delivered by hand to the Registrars to the Issue or any collection points mentioned in Annexure III of the Prospectus Applications delivered by hand to the Registrars to the Issue after the Closing Date of the Issue will also be rejected.

Applications sent by post or courier or delivered to any collection points in Annexure III of the Prospectus should reach the office of the Registrars to the Issue Business Intelligence (Pvt) Limited.(TP +94 0115 579 900); at least by 4.30 p.m. on the following Market Day immediately upon the Closing Date. Applications received after the said period will be rejected even though they have been delivered to any of the said collection points prior to the Closing Date or carry a postmark dated prior to the Closing Date.

(4) REFUNDS ON APPLICATIONS

Refunds on Applications rejected or partly allotted Debentures would be made within ten (10) Market Days (from the Closing Date).

Please refer Section 2.8 of the Prospectus for further details

PLEASE REFER PROSPECTUS FOR FURTHER DETAILS. APPLICATIONS NOT MADE IN LINE WITH INSTRUCTIONS WILL BE REJECTED.

PROSPECTUS | DEBENTURE ISSUE 2015

Dunamis Capital PLCNo 2, Deal Place, Colombo


dunamis capital plc no 2, deal place, colombo prospectus - colombo stock exchange · 2016-09-29 ·...

Documents