e marlin oc print version 20140722 2038

8/11/2019 E Marlin OC Print Version 20140722 2038

1/300

STRICTLY CONFIDENTIALOffering Memorandum

PACIFIC ANDES RESOURCES DEVELOPMENT LIMITED(incorporated in Bermuda)

S$200,000,000 8.50% Bonds due 2017

Issue Price: 100.00%

The Bonds will bear interest from July 30, 2014 at the rate of 8.50% per year. We will pay interest on the Bonds, semi-annually in arrear, on

the interest payment date (as defined in the Terms and Conditions of the Bonds) falling on, or nearest to, January 30 and July 30 of each year,beginning on January 30, 2015.

Payments on the Bonds will be made without deduction for or on account of taxes of Bermuda or any subdivision or any authority thereof or

therein having power to tax, unless such deduction is required by law as described under Terms and Conditions of the Bonds Taxation.

Unless previously redeemed, or purchased and cancelled, the Bonds will be redeemed at their principal amount on the interest payment date

falling on, or nearest to, July 30, 2017. We may, at our option, redeem the Bonds in whole, but not in part, at any time, on giving not less than30 nor more than 60 days notice to the Bondholders (which notice shall be irrevocable), at their principal amount, together with accrued and

unpaid interest to, but excluding the date fixed for, redemption, if we have or will become obliged to pay additional amounts as a result of anychange in, or amendment of, the tax laws or regulations of Bermuda or any political subdivision thereof or any authority thereof or therein

having power to tax or any change in the application or official interpretation of such laws or regulations and such obligation cannot beavoided by our taking reasonable measures available to us. See Terms and Conditions of the Bonds Redemption and Purchase Redemption for taxation reasons. The Bonds may be redeemed at the option of the holders at a redemption price equal to 101% of theirprincipal amount, together with accrued interest up to but excluding the date fixed for redemption, upon the occurrence of a Change ofControl. See Terms and Conditions of the Bonds Redemption and Purchase Redemption for Change of Control. The Bonds may beredeemed at the option of the holders at a redemption price equal to 100% of their principal amount, together with accrued interest up to butexcluding the date fixed for redemption, upon the cessation or suspension of trading of the shares of the Issuer on the SGX-ST (as definedbelow) or an Alternative Stock Exchange (as defined in the Terms and Conditions of the Bonds). See Terms and Conditions of the Bonds Redemption and Purchase Redemption upon Cessation or Suspension of Trading of Shares.

For so long as any Bond remains outstanding, the Issuer shall not directly or indirectly permit: (i) its Consolidated Tangible Net Worth (asdefined in the Terms and Conditions of the Bonds) as at the end of any Relevant Period (as defined in the Terms and Conditions of the Bonds)to be less than HK$10.0 billion; (ii) the Maximum Leverage Ratio (as defined in the Terms and Conditions of the Bonds) as at the end of anyRelevant Period to exceed 1.5:1.0; and (iii) the Dividend (as defined in the Terms and Conditions of the Bonds) with respect to any fiscal yearto be more than 40% of Net Profit After Tax per Annum (as defined in the Terms and Conditions of the Bonds) with respect to the same fiscalyear. See Terms and Conditions of the Bonds Covenants and Undertakings Financial Covenants.

Investing in the Bonds involves certain risks. See Risk Factors beginning on page 20.

Approval in-principle has been received for the listing and quotation of the Bonds on the Official List of the Singapore Exchange SecuritiesTrading Limited (the SGX-ST). The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions orreports contained in this offering memorandum. Approval in-principle for the listing and quotation of the Bonds on the Official List of theSGX-ST is not to be taken as an indication of the merits of the Company, its subsidiaries or the Bonds.

The Bonds have not been and will not be registered under the United States Securi ties Act of 1933, as amended (the SecuritiesAct). Subjectto certain exceptions, the Bonds may not be offered, sold or delivered within the United States unless pursuant to an exemption from or in atransaction not subject to the registration requirements of the Securities Act. The Bonds are being offered and sold outside the United Statesin reliance on Regulation S of the Securities Act. For a description of these and certain further restrictions on offers and sales of the Bonds andthe distribution of this offering memorandum, see Subscription and Sale.

The Bonds have not been rated. The Bonds will be issued in registered form and will be represented by a Global Certificate, which will bedeposited with a common depositary on behalf of Euroclear Bank S.A./N.V. ( Euroclear) and Clearstream Banking socit anonyme,Luxembourg (Clearstream) and registered in the name of a nominee for the common depositary, on or about July 30, 2014. The GlobalCertificate will be exchangeable for definitive certificates in registered form in the denomination of S$250,000 and integral multiples ofS$1,000 in excess thereof in the limited circumstances set out therein. See The Global Certificate.

Sole Lead Manager and Bookrunner

DBS Bank Ltd.

Offering Memorandum dated July 22, 2014


2/300

TABLE OF CONTENTS

Page

IMPORTANT NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii

CERTAIN TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iv

FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . v

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

SUMMARY HISTORICAL FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

RECENT DEVELOPMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

TERMS AND CONDITIONS OF THE BONDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

THE GLOBAL CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58

CAPITALIZATION AND INDEBTEDNESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

INDUSTRY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87

SUBSTANTIAL SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104

MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105

TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111

SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 113

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116

INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

i


3/300

IMPORTANT NOTICE

We confirm that: (i) this offering memorandum contains all information with respect to the Company andits subsidiaries (collectively, the Group) and to the Bonds which is material in the context of the issue andoffering of the Bonds; (ii) all statements of fact relating to the Company, the Group and to the Bonds containedin this offering memorandum are in all material respect true and accurate and not misleading in any materialrespect, and there are no other facts in relation to the Company, the Group and to the Bonds the omission ofwhich would in the context of the issue of the Bonds make any statement in this offering memorandummisleading in any material respect; (iii) the statements of intention, opinion, belief or expectation with regard tothe Company and the Group contained in this offering memorandum are honestly made or held and have beenreached after considering all relevant circumstances and have been based on reasonable assumptions; and (iv) allreasonable enquiries have been made by the Company to ascertain such facts and to verify the accuracy of allsuch information and statements. The Company accepts full responsibility for the information contained in thisoffering memorandum.

No person has been authorized by the Company to give any information or to make any representation notcontained in or not consistent with this offering memorandum or any information supplied by the Company orsuch other information as is in the public domain and, if given or made, such information or representationshould not be relied upon as having been authorized by the Company, the Sole Lead Manager, The Hongkong andShanghai Banking Corporation Limited as trustee (the Trustee), the Principal Paying Agent (as defined in theTerms and Conditions of the Bonds) or the other Agents (as defined in the Terms and Conditions of the Bonds).

None of the Sole Lead Manager, the Trustee, the Principal Paying Agent or the other Agents hasindependently verified the information contained herein. No representation or warranty is made or implied by theSole Lead Manager, the Trustee, the Principal Paying Agent or the other Agents or any of their respectiveaffiliates, and none of the Sole Lead Manager, the Trustee, the Principal Paying Agent and the other Agents norany of their respective affiliates makes any representation or warranty or accepts any responsibility, as to theaccuracy or completeness of the information contained in this offering memorandum. To the fullest extentpermitted by law, none of the Sole Lead Manager, the Trustee, the Principal Paying Agent or the other Agents

accepts any responsibility for the contents of this offering memorandum. Each of the Sole Lead Manager, theTrustee, the Principal Paying Agent or the other Agents accordingly disclaims all and any liability whetherarising in tort or contract or otherwise (save as referred to above) which it might otherwise have in respect of thisoffering memorandum or any such statement. Neither the delivery of this offering memorandum nor the offering,sale or delivery of any Bonds shall, in any circumstances, create any implication that the information containedin this offering memorandum is true subsequent to the date hereof or that there has been no adverse change in theaffairs of the Company since the date hereof or create any implication that the information contained herein iscorrect as of any date subsequent to the date hereof.

The distribution of this offering memorandum and the offering, sale and delivery of the Bonds in certainjurisdictions may be restricted by law. Persons into whose possession this offering memorandum comes arerequired by the Company, the Sole Lead Manager, the Trustee, the Principal Paying Agent and the other Agentsto inform themselves about and to observe any such restrictions. For a description of certain restrictions on

offers, sales and deliveries of the Bonds and on the distribution of this offering memorandum, see Subscriptionand Sale in this offering memorandum.

This offering memorandum may not be used for the purpose of an offer or solicitation by anyone in anyjurisdiction in which such offer or solicitation is not authorized or to any person to whom it is unlawful to makesuch an offer or solicitation. This offering memorandum does not constitute an offer or an invitation to subscribefor or purchase any Bonds, is not intended to provide the basis of any credit or other evaluation, and should notbe considered as a recommendation by the Company, the Sole Lead Manager, the Trustee, the Principal PayingAgent or the other Agents or any of them that any recipient of this offering memorandum should subscribe for orpurchase any Bonds. Each recipient of this offering memorandum shall be taken to have made its owninvestigation and appraisal of the Companys condition (financial or otherwise) with its own tax, legal andbusiness advisors as it deems necessary.

ii


4/300

In making an investment decision, investors must rely on their own examination of the Company and the

terms of the offering of the Bonds, including the merits and risks involved. See Risk Factors for a discussion of

certain factors to be considered in connection with an investment in the Bonds. Each person receiving this

offering memorandum acknowledges that such person has not relied on the Sole Lead Manager or any personaffiliated with the Sole Lead Manager, the Trustee, the Principal Paying Agent or any other Agent in connection

with its investigation of such information or its investment decision.

Except as otherwise indicated in this offering memorandum, all non-company specific statistics and data

relating to our industry or the economies of pertinent jurisdictions, such as the PRC, Peru and Russia, have been

extracted or derived from publicly available information and industry publications. The information has not been

independently verified by the Company or the Sole Lead Manager, the Trustee, the Principal Paying Agent or any

other Agent or by their respective affiliates, directors and advisors, and neither the Company, the Sole Lead

Manager, the Trustee, the Principal Paying Agent or any other Agent nor their respective affiliates, directors and

advisors make any representation as to the correctness, accuracy or completeness of that information. In

addition, third-party information providers may have obtained information from market participants and such

information may not have been independently verified. None of the Sole Lead Manager, the Trustee, thePrincipal Paying Agent or any other Agent undertakes to review the Companys financial condition or affairs

during the life of the arrangements contemplated by this offering memorandum nor to advise any investor or

potential investor in the Bonds of any information coming to the attention of any of the Sole Lead Manager, the

Trustee, the Principal Paying Agent or any other Agent.

IN CONNECTION WITH THE ISSUE OF THE BONDS, DBS BANK LTD. (THE STABILIZING

MANAGER) (OR ANY PERSON ACTING ON BEHALF OF ANY STABILIZING MANAGER) MAY

OVER-ALLOT BONDS OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE

MARKET PRICE OF THE BONDS AT A LEVEL HIGHER THAN THAT WHICH MIGHT

OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING

MANAGER (OR ANY PERSON ACTING ON BEHALF OF ANY STABILIZING MANAGER) WILLUNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION OR OVER-ALLOTMENT

MUST BE CONDUCTED BY THE STABILIZING MANAGER (OR ANY PERSON ACTING ON

BEHALF OF ANY STABILIZING MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS

AND RULES.

iii


5/300

CERTAIN TERMS AND CONVENTIONS

We have prepared this offering memorandum using a number of conventions, which investors should

consider when reading the information contained herein. In this offering memorandum, references to theCompany or the Issuer are to Pacific Andes Resources Development Limited, and the terms Group, we,

our and us are to the Company and its subsidiaries or, where the context otherwise requires, in respect of the

period prior to the Company becoming the holding company of its present subsidiaries, the present subsidiaries

of the Company, some or any of them and the businesses carried on by such subsidiaries or (as the case may be)

their predecessors. References to you are to the prospective investors in the Bonds.

Unless otherwise specified or the context otherwise requires, all references to S$ or Singapore dollars

are to the official currency of Singapore, to HK$ or Hong Kong dollars are to the lawful currency of Hong

Kong, to CNY, Renminbi are to the lawful currency of the PRC, to US$ or U.S. dollars are to the lawful

currency of the United States of America, to A$ or Australian dollars are to the lawful currency of the

Commonwealth of Australia, to nuevos soles are to the lawful currency of Peru, to Euros are to the lawful

currency of the European Union, and to BD$ or Bermuda dollars are to the lawful currency of Bermuda. Anydiscrepancies in the tables included herein between the listed amounts and the totals thereof are due to rounding.

References to PRC and China, for purposes of this offering memorandum, refer to the Peoples

Republic of China and do not include the Hong Kong Special Administrative Region, or Hong Kong, the Macau

Special Administrative Region, or Taiwan. References to Russia refer to the Russian Federation, references to

Peru refer to the Republica del Peru, references to Mauritania refer to the Islamic State of Mauritania,

references to Namibia refer to the Republic of Namibia, references to Australia refer to the Commonwealth

of Australia, references to Hong Kong refer to the Hong Kong Special Administrative Region, references to

Singapore refer to the Republic of Singapore and references to the U.S., U.S.A. or United States refer to

the United States of America. PRC government means the central government of the PRC, including all

political subdivisions (including provincial, municipal and other regional or local governmental entities) and

instrumentalities thereof. Russian government means the central government of Russia, including all political

subdivisions (including provincial, municipal and other regional or local governmental entities) and

instrumentalities thereof. Peruvian government means the central government of Peru, including all political

subdivisions (including provincial, municipal and other regional or local governmental entities) and

instrumentalities thereof.

Any references to the United Nations, the FAO, GLOBEFISH or FAOSTAT or the use of any of the

statistics, materials or databases of the United Nations, the FAO, GLOBEFISH and FAOSTAT in this offering

memorandum do not imply in any way an endorsement by the United Nations and/or FAO in respect of this

offering nor is the use by the Company of such statistics, materials or databases in this offering memorandum to

be taken as an indication of the merits of the Bonds. GLOBEFISH is part of the Fishery Industries Division of the

FAO. It cites statistics, materials and databases from the FAO and other public sources.

Unless otherwise stated, all financial data contained herein which is stated as relating to the Company are

referring to the consolidated data of the Group.

Totals presented in this offering memorandum may not total correctly due to rounding of numbers.

Unless otherwise defined, capitalized terms used in this offering memorandum shall have the meanings

set forth under Definitions or Glossary herein.

iv


6/300

FORWARD-LOOKING STATEMENTS

This offering memorandum includes forward-looking statements. All statements other than statements ofhistorical fact contained in this offering memorandum, including, without limitation, those regarding our future

financial position and results of operations, our strategy, plans, objectives, goals and targets, future developmentsin the markets where we participate or are seeking to participate, and any statements preceded by, followed by orthat include the words believe, expect, aim, intend, will, may, anticipate, seek, should orsimilar expressions or the negative thereof, are forward-looking statements. These forward-looking statementsinvolve known and unknown risks, uncertainties and other factors, some of which are beyond our control, whichmay cause our actual results, performance or achievements, or industry results, to be materially different fromany future results, performance or achievements expressed or implied by the forward-looking statements. Theseforward-looking statements are based on numerous assumptions regarding our present and future businessstrategies and the environment in which we will operate in the future. Important factors that could cause ouractual results, performance or achievements to differ materially from those in the forward-looking statementsinclude, among others, the following:

our operations, competitive position, strategy and prospects;

the availability to us of suitable fishing vessels for acquisition or chartering on favorable terms;

our ability to implement vessel improvements to expand our production capacity of fish and othermarine species;

the availability of fish and other marine species in our fishing grounds;

the availability of qualified crew for the vessels in our fleet;

our ability to make improvements to or maintain our fishmeal processing facilities;

changes in laws, regulations and restrictions, including environmental regulations, relating tofishing in our fishing grounds or fish processing;

other governmental policies affecting our business, including marine fishing, aquaculture andtrade policies;

our ability to obtain sufficient financing for our operations and our future expansion plans;

our ability to integrate and benefit from acquisitions, joint ventures and strategic alliances;

industry conditions, including the cyclicality of the fish processing industry, unpredictability ofweather conditions and the impact of disease on our business;

estimated demand for the fish and other marine products that we sell, globally and in our primarymarkets, and the volatility in the prices of our fish products;

our ability to compete in the geographical areas in which we operate;

the effects of economic, political or social conditions and changes in foreign exchange policy orrates, including changes relating to conditions in the PRC, which is our largest market;

changes in the cost of, or interruptions in the supply of, bunker fuel; and

possible disruptions to commercial activities due to natural and human-induced disasters,including terrorist activities and armed conflicts.

v


7/300

Additional factors that could cause actual results, performance or achievements to differ materially

include, but are not limited to, those discussed under Risk Factors and elsewhere in this offering memorandum.

We caution you not to place undue reliance on these forward-looking statements which reflect our managements

view only as of the date of this offering memorandum. We undertake no obligation to update or revise anyforward-looking statements, whether as a result of new information, future events or otherwise. In light of these

risks, uncertainties and assumptions, the forward-looking events discussed in this offering memorandum might

not occur.

vi


8/300

SUMMARY

The summary below is only intended to provide a limited overview of information described in more detail

elsewhere in this offering memorandum. As it is a summary, it does not contain all of the information that may be

important to investors and terms defined elsewhere in this offering memorandum shall have the same meanings

when used in this Summary. Prospective investors should therefore read this offering memorandum in its entirety.

Business Overview

We are principally engaged in global sourcing, transportation, logistics and supply of frozen seafood

products to the international markets, in particular to the PRC. Through our listed subsidiary, CFGL, we own,

operate and/or manage fishing vessels, source fish from suppliers and own and operate fishmeal processing

plants. In addition, we are one of the leading suppliers of frozen seafood to the PRC, and carry out shipping

services by deploying our vessels to provide other fishing vessels with marine fuel, food and basic provisions. We

are also one of the largest producers of fishmeal in the world. Furthermore, we make strategic investments inbusinesses that complement or streamline our existing operations. We are committed to meeting the growing

needs of health and value-conscious consumers around the world.

Fishery and Fish Supply Operations

CFGL is one of the worlds leading upstream industrial fishing operators with access to controlled ocean

resources through quota shares and licenses to fish, with a focus on Peruvian anchovy in Peruvian waters for

processing into fishmeal and fish oil and horse mackerel in the North Atlantic Ocean for human consumption.

CFGL also purchases fish supplies on a spot-basis, which comprise ocean catch fish and other marine species

intended for human consumption. We sell our fish products principally to markets in China, and also to Japan,

Europe and West Africa.

Fishmeal Production Operations

In our fishmeal production operations, we principally produce fishmeal and fish oil using anchovy that we

harvest within Perus exclusive economic zone pursuant to quota shares or purchase from third-party fishing

operators. After the Copeinca Acquisition, we currently operate ten processing plants, which are strategically

located along the coast of Peru, some of which are located at secondary shipping ports to aid in the delivery of

fish from fishing vessels, as well as the export of processed fishmeal and fish oil to customers. The primary

export markets for our fishmeal and fish oil products are China, Germany, Taiwan and Japan.

Frozen Fish Supply Chain Management Operations

Due to an increasing demand for fishery products and our large distribution network in the PRC, wesource a large volume of whitefish such as Alaska pollock and codfish from international suppliers, particularly

fishing companies operating in the North and South Pacific oceans. We own and operate seven reefer vessels with

an aggregate capacity of 59,500 metric tons per voyage. All of these vessels are fully equipped

with refrigerating facilities to ensure fish will be kept frozen during transportation. Where direct high sea

transshipment of frozen fish can be carried out, we send our vessels to the fishing grounds to collect the catch

directly from our suppliers trawlers. We collect frozen seafood products from the trawlers of our suppliers and

then transport them in our reefer vessels to markets in China, South Korea, Africa, Europe and North America

where we sell them directly to import/export companies or store them in bonded warehouses for further

distribution to our customers.

1


9/300

The following diagram illustrates the current breakdown of our operations as of the date of this offering

memorandum.

Fishery and fish supply

operations

Fishmeal production

operationsFish and fish supply

Frozen fish supply

chain management operationsOther strategic

investments

The Company

For the year ended September 28, 2013, we had consolidated revenue of HK$8,764.1 million and

consolidated profit attributable to owners of the Company of HK$777.3 million. As of September 28, 2013, our

consolidated share capital and reserves were HK$14,112.9 million. For the six months ended March 28, 2014,

we had consolidated revenue of HK$4,660.0 million and consolidated profit attributable to the owners of the

Company of HK$277.9 million. As of March 28, 2014, our consolidated share capital and reserves were

HK$14,309.3 million.

History

We commenced our business under the name Pacific Andes Enterprises (Hong Kong) Limited in 1986 andengaged in the sourcing and supply of frozen seafood products from suppliers in Taiwan, Pakistan, India and

Uruguay for export to clients in Taiwan and Australia. In 1994, PAIH was incorporated and became the new

holding company of the Group. The shares of PAIH were listed on SEHK on October 3, 1994. We were listed on

the mainboard of the SGX-ST on October 4, 1996. In the 1990s, we began the direct sourcing of seafood by

purchasing directly from trawlers owned by Russian fishing companies in the North Pacific Ocean. As volumes

of fish sourced from Russian fishing companies increased, we began chartering our own vessels for the delivery

of supplies directly from Russian ports to secure and reduce the costs of our fish supplies. We subsequently

provided more agency services to Russian fishing companies by acting as their agent to represent Russian fishing

companies. We began to enable the vessels of Russian fishing companies to operate at sea continuously and to

increase our supply of whitefish by chartering transport vessels and tankers for delivery and supply of marine

fuel and other supplies. Since our inception, we have continued to grow our operations by developing our

whitefish supplies and streamlining our supply chain management operations. We have also sought out strategic

investments that complement our existing operations.

2


10/300

Competitive Strengths

We believe the following competitive strengths have contributed to our success and will contribute to our

ability to further grow our operations.

One of the worlds largest integrated fishing companies.

Substantial presence in the PRC and diversified customer base abroad.

Strong presence in the fishmeal processing sector in Peru and access to controlled fishing grounds

with abundant fish resources.

Proven track record in industry consolidation and acquisitions.

High standards of food safety and quality.

Dedicated and experienced senior management team.

Business Strategy

Our business strategy consists of the following principal elements.

Continue to increase access to sustainable fishing resources globally and strengthen existing

supply chain.

Continue to expand and diversify our operations.

Continue to upgrade vessel fleet and improve operational capabilities.

Pursue strategic investments.

Uphold sustainable strategies and practices.

3


11/300

THE OFFERING

The following contains some summary information about the Bonds. Some of the terms described below

are subject to important limitations and exceptions. Words and expressions defined in Terms and Conditions of

the Bonds and The Global Certificate shall have the same meanings in this summary. For a more complete

description of the terms of the Bonds, see Terms and Conditions of the Bonds in this offering memorandum.

Issuer . . . . . . . . . . . . . . . . . . . . Pacific Andes Resources Development Limited.

Principal amount of the Bonds . . . . S$200,000,000 aggregate principal amount of 8.50% Bonds due 2017.

Issue Price . . . . . . . . . . . . . . . . . 100.00% of the principal amount.

Form and Denomination . . . . . . . . The Bonds will be issued in registered form in the denomination ofS$250,000 and integral multiples of S$1,000 in excess thereof.

Interest . . . . . . . . . . . . . . . . . . . The Bonds will bear interest at a rate of 8.50% per annum.

Interest Payment Dates . . . . . . . . . The Bonds bear interest from and including July 30, 2014, payablesemi-annually in arrear on the interest payment date falling on, ornearest to, January 30 and July 30 in each year commencing on January30, 2015.

Issue Date . . . . . . . . . . . . . . . . . July 30, 2014.

Maturity Date . . . . . . . . . . . . . . . The Interest Payment Date falling on, or nearest to, July 30, 2017.

Status . . . . . . . . . . . . . . . . . . . . The Bonds constitute direct, unconditional, unsubordinated and (subjectto Condition 4(a)) unsecured obligations of the Issuer and will at alltimes rank pari passu and without any preference among themselves.The payment obligations of the Issuer under the Bonds will rank at leaste qually with a ll i ts other pre se nt a nd future uns ec ured a ndunsubordinated obligations, save for such exceptions as may be providedby applicable provisions of law and legislation and subject to Condition4(a).

Negative Pledge. . . . . . . . . . . . . . So long as any Bond remains outstanding, the Issuer will not create orpermit to subsist, and the Issuer will procure that no Subsidiary (asdefined in the Terms and Conditions of the Bonds) of the Issuer (otherthan CFGL and its Subsidiaries) will create or permit to subsist anySecurity (as defined in the Terms and Conditions of the Bonds) upon thewhole or any part of its undertaking, assets or revenues, present orfuture, to secure any Investment Securities (as defined in the Terms andConditions of the Bonds) or to secure any guarantee of, or indemnity in

respect of, any Investment Securities unless, at the same time or priorthereto, the Issuers obligations under the Bonds and the Trust Deed (a)are secured equally and rateably therewith, or (b) have the benefit ofsuch other security, guarantee, indemnity or other arrangement as theTrustee in its absolute discretion may deem to be not materially lessbeneficial to the Bondholders or as shall be approved by anExtraordinary Resolution (as defined in the Trust Deed) of theBondholders. See Terms and Conditions of the Bonds Covenants andUndertakings Negative Pledge.

4


12/300

Financial Covenants . . . . . . . . . . . For so long as any Bond remains outstanding, the Issuer shall notdirectly or indirectly permit: (i) its Consolidated Tangible Net Worth (asdefined in the Terms and Conditions of the Bonds) as at the end of any

Relevant Period (as defined in the Terms and Conditions of the Bonds) tobe less than HK$10.0 billion; (ii) the Maximum Leverage Ratio (asdefined in the Terms and Conditions of the Bonds) as at the end of anyRelevant Period to exceed 1.5:1.0; and (iii) the Dividend (as defined inthe Terms and Conditions of the Bonds) with respect to any fiscal year tobe more than 40% of Net Profit After Tax per Annum (as defined in theTerms and Conditions of the Bonds) with respect to the same fiscal year.See Terms and Conditions of the Bonds Covenants and Undertakings Financial Covenants.

Control of CFGL . . . . . . . . . . . . . For so long as any Bond remains outstanding, the Issuer shall ensurethat: (i) the Issuer and/or its Subsidiaries, directly or indirectly, togetherbeneficially own more than 50% of the Voting Rights of the issued sharecapital of CFGL; (ii) the Issuer and/or its Subsidiaries, directly orindirectly, together remain the single largest shareholder of CFGL; and(iii) the Issuer exercises the power to appoint and/or remove, or to directthe appointment and/or removal of, all or the majority of the members ofthe board of directors or other governing body of CFGL, whetherobtained directly or indirectly, and whether obtained by ownership ofshare capital, the possession of voting rights, contract or otherwise. SeeTerms and Conditions of the Bonds Covenants and Undertakings Control of CFGL.

Events of Default . . . . . . . . . . . . . For a description of certain events of default that will permit the Bondsto become immediately due and payable at their principal amount,together with accrued interest, see Terms and Conditions of the Bonds Events of Default.

Taxation . . . . . . . . . . . . . . . . . . . All payments in respect of the Bonds will be made free and clear of, andwithout withholding or deduction for or on account of any present orfuture taxes, duties, assessments or governmental charges of whatsoevernature imposed, levied, collected, withheld or assessed by or on behalfof Bermuda or any political subdivision thereof or any authority thereinor thereof having power to levy tax, unless such withholding ordeduction is required by law. In that event, the Issuer shall (except incertain circumstances as set out in the Terms and Conditions of theBonds) pay such additional amounts as will result in the receipt by theBondholders of such amounts as would have been received by them if nosuch withholding or deduction had been required. See Terms andConditions of the Bonds Taxation.

5


13/300

Tax Redemption . . . . . . . . . . . . . The Bonds may be redeemed at the option of the Issuer in whole, but notin part, at their principal amount together with interest accrued to, butexcluding, the date fixed for redemption in the event that as a result of

any change in, or amendment of, the tax laws or regulations of Bermudaor any political subdivision thereof or any authority thereof or thereinhaving power to tax or any change in the application or officialinterpretation of such laws or regulations effective after July 30, 2014,the Issuer has or will become obliged to pay additional amounts and suchobligation cannot be avoided by the Issuer taking reasonable measuresavailable to it. See Terms and Conditions of the Bonds Redemptionand Purchase Redemption for Taxation Reasons.

Redemption for Change of Control . At any time following the occurrence of a Change of Control (as definedin the Terms and Conditions of the Bonds), the holder of any Bond willhave the right, at such holders option, to require the Issuer to redeem allbut not some only of that holders Bonds on the Put Settlement Date (asdefined in the Terms and Conditions of the Bonds) at 101% of theirprincipal amount, together with accrued interest up to but excluding,such Put Settlement Date. See Terms and Conditions of the Bonds Redemption and Purchase Redemption for Change of Control.

Redemption at the Option ofBondholders upon Cessation orSuspension of Trading of theIssuers Shares . . . . . . . . . . . .

In the event that (i) the shares of the Issuer cease to be traded on theSGX-ST or an Alternative Stock Exchange (as defined in the Terms andConditions of the Bonds) or (ii) trading in the shares of the Issuer on theSGX-ST or an Alternative Stock Exchange is suspended for a continuousperiod of more than 20 trading days, the Issuer shall, at the option of theBondholder, redeem such Bond at 100% of its principal amount togetherwith interest accrued up to but excluding the date fixed for redemptionon the date falling 30 days after (in the case of (i)) the date of cessationof trading or (in the case of (ii)) the business day immediately following

the expiry of such continuous period of 20 trading days. In thisparagraph, trading day means a day on which the SGX-ST or anAlternative Stock Exchange (as applicable) is open for securitiestrading. See Terms and Conditions of the Bonds Redemption andPurchase Redemption upon Cessation or Suspension of Trading ofShares.

Further Issues . . . . . . . . . . . . . . . The Issuer may from time to time, without the consent of theBondholders, create and issue further bonds which are expressed to beconsolidated and form a series with the Bonds and identical to the Bondsin all respects, except for the issue date, issue price and the dates of firstpayment of interest on them. See Terms and Conditions of the Bonds Further Issues.

Clearing Systems . . . . . . . . . . . . . The Bonds will be issued in registered form and will be initiallyrepresented by the Global Certificate registered in the name of anominee of, and deposited with, a common depositary on behalf ofEuroclear and Clearstream, and will be exchangeable for DefinitiveCertificates in registered form only in the limited circumstances set outtherein.

Clearance and Settlement . . . . . . . The Bonds will be cleared through Euroclear and Clearstream. TheCommon Code of the Bonds is 109021997 and the ISIN for the Bonds isXS1090219970.

6


14/300

Notices and Payment . . . . . . . . . . For as long as the Bonds are represented by the Global Certificate andthe Global Certificate is held by a nominee for the common depositaryfor Euroclear and Clearstream, payments of principal, premium and

interest in respect of the Bonds represented by the Global Certificate willbe made without presentation or, if no further payment falls to be madein respect of the Bonds, against presentation and surrender of the GlobalCertificate to or to the order of the Principal Paying Agent or such otherPaying Agent (as defined in the Terms and Conditions of the Bonds) forsuch purpose. The Bonds which are represented by the GlobalCertificate will be transferable only in accordance with the rules andprocedures for the time being of Euroclear or Clearstream.

Governing Law . . . . . . . . . . . . . . The Trust Deed and the Bonds, and any non-contractual obligationsarising out of, or in connection with them, are governed by and shall beconstrued in accordance with English law.

Trustee. . . . . . . . . . . . . . . . . . . . The Hongkong and Shanghai Banking Corporation Limited.

Principal Paying Agentfor the Bonds. . . . . . . . . . . . . . The Hongkong and Shanghai Banking Corporation Limited.

Registrar and Transfer Agentfor the Bonds. . . . . . . . . . . . . . The Hongkong and Shanghai Banking Corporation Limited.

Listing . . . . . . . . . . . . . . . . . . . . Approval in-principle has been received for the listing and quotation ofthe Bonds on the Official List of the SGX-ST. The SGX-ST assumes noresponsibility for the correctness of any of the statements made oropinions or reports contained in this offering memorandum. Approvalin-principle for the listing and quotation of the Bonds on the Official Listof the SGX-ST is not to be taken as an indication of the merits of theCompany, its subsidiaries or the Bonds.

Rating . . . . . . . . . . . . . . . . . . . . The Bonds will not be rated.

Use of Proceeds. . . . . . . . . . . . . . See section entitled Use of Proceeds.

7


15/300

SUMMARY HISTORICAL FINANCIAL DATA

The following table presents our summary historical financial data as of and for the years ended

September 28, 2011, 2012 and 2013, all of which are derived from the consolidated audited financial statementsof the respective periods, and for the six months ended March 28, 2013 and 2014, which are derived from theconsolidated reviewed financial statements of the respective periods. The summary historical financial datashould be read in conjunction with the audited consolidated financial statements of the respective periods and thereviewed consolidated financial statements of the respective periods, including the related notes, includedelsewhere in this offering memorandum. Our audited financial statements are prepared and presented in

accordance with Singapore Financial Reporting Standards. Our financial statements and financial informationwould not be materially different had they been prepared under International Financial Reporting Standards.

Income Statement Data:

Year ended September 28, Six months ended March 28,

2011 2012 2013 2013 2014

(Audited) (Audited) (Audited) (Unaudited) (Unaudited)

(HK$ in thousands, except earnings per share)

Revenue . . . . . . . . . . . . . . . . . . . . 9,715,939 9,580,798 8,764,092 4,869,081 4,659,977Cost of sales . . . . . . . . . . . . . . . . . (7,631,552) (7,689,406) (7,359,796) (4,057,954) (3,761,804)

Gross profit . . . . . . . . . . . . . . . . . . 2,084,387 1,891,392 1,404,296 811,127 898,173Other operating income . . . . . . . . . 164,586 397,573 1,193,904 311,226 224,178Selling and distribution expenses. . . . (422,457) (442,493) (247,841) (161,532) (104,699)Administrative expenses . . . . . . . . . (214,689) (257,582) (230,278) (98,892) (151,003)Other operating expenses . . . . . . . . (57,314) (285,848) (616,635) (14,239) (52,305)Finance costs . . . . . . . . . . . . . . . . (559,434) (430,178) (586,186) (286,335) (426,136)

995,079 872,864 917,260 561,355 388,208Share of result of associates . . . . . . . (242) 38,459 57,540 29,037 35,206

Profit before income tax . . . . . . . . . 994,837 911,323 974,800 590,392 423,414Income tax (expense) benefit . . . . . . (30,513) (24,205) 70,567 106,805 (31,540)

Profit for the year/period . . . . . . . . . 964,324 887,118 1,045,367 697,197 391,874

Profit attributable to:Owners of the Company . . . . . . . . 622,818 627,659 777,256 521,139 277,885

Non-controlling interests . . . . . . . 341,506 259,459 268,111 176,058 113,989

964,324 887,118 1,045,367 697,197 391,874

Earnings per share:Basic (HK cents) . . . . . . . . . . . . . 20 16 16 11 6

Diluted (HK cents) . . . . . . . . . . . 19 16 16 11 6

8


16/300

Statement of Financial Position Data:

As of September 28, As of March 28,

2011 2012 2013 2013 2014


(HK$ in thousands)

Non-Current Assets:Property, plant and equipment . . . . 4,727,058 4,572,851 5,300,991 4,303,241 5,081,749Investment properties . . . . . . . . . . 49,244 51,449 52,135 51,219 53,026Goodwill . . . . . . . . . . . . . . . . . . 2,903,375 2,952,461 2,952,461 2,952,461 2,952,461Prepayment to suppliers . . . . . . . . 1,059,680 887,040 1,786,916 1,883,896 557,896Advances to suppliers . . . . . . . . . . 315,900 315,900 315,900 Available-for-sale investments . . . . 313,172 32,858 25,393 568,661 18,355Interests in associates . . . . . . . . . . 2,195 505,547 542,615 524,371 565,685

Other intangible assets . . . . . . . . . 1,460,632 1,826,633 9,539,557 1,826,633 9,539,55710,831,256 11,144,739 20,200,068 12,426,382 18,768,729

Current Assets:Inventories . . . . . . . . . . . . . . . . . 1,104,979 1,379,897 923,785 1,034,224 1,784,012Trade and bills receivables . . . . . . 2,013,017 2,247,314 1,832,860 1,605,309 2,169,364Other receivables and prepayments . 5,568,758 7,899,487 7,320,136 5,914,864 6,465,049Current portion of prepayment to

suppliers . . . . . . . . . . . . . . . . . 172,640 172,640 205,123 226,964 1,326,000Advances to suppliers . . . . . . . . . 315,900 315,900Prepaid income tax . . . . . . . . . . . 23,759 15,238 99,513 7,483 51,206Pledged deposits . . . . . . . . . . . . . 488,013 207 111 306 95Bank balances and cash . . . . . . . . 218,067 445,854 615,771 2,026,248 425,883

9,589,233 12,160,637 11,313,199 10,815,398 12,537,509Current Liabilities:

Trade and other payables . . . . . . . 433,395 356,824 308,082 244,231 355,297Income tax payable . . . . . . . . . . . 52,585 44,201 22,057 21,382 44,181Amounts due to Pacific Andes

International Holdings Limitedand its subsidiaries . . . . . . . . . . 4,339 4,937 5,371 5,888 4,134

Derivative financial instruments . . . 6,013 202,214 54,712 14,010 62,567Convertible bonds . . . . . . . . . . . . 619,829 Bonds . . . . . . . . . . . . . . . . . . . . 721,476 714,648Bank advances drawn on bills

and discounted trade receivableswith insurance coverage . . . . . . . 3,650 7,060

Current portion of finance leases . . 31,745 29,555 30,151 30,786 18,110Current portion of interest-bearing

bank borrowings . . . . . . . . . . . . 4,867,287 5,119,836 7,897,734 4,766,835 6,032,289

6,018,843 5,757,567 9,046,643 5,083,132 7,231,226

Net Current Assets . . . . . . . . . . . . 3,570,390 6,403,070 2,266,556 5,732,266 5,306,283

9


17/300

As of September 28, As of March 28,

2011 2012 2013 2013 2014

(Audited) (Audited) (Audited) (Unaudited) (Unaudited)(HK$ in thousands)

Non-Current Liabilities:Finance leases . . . . . . . . . . . . . . . 63,372 33,817 3,666 18,110 Interest-bearing bank borrowings . . 2,773,185 1,801,956 1,557,980 1,898,236 3,080,537Bonds . . . . . . . . . . . . . . . . . . . . 713,051 690,082 703,813 Long term payables . . . . . . . . . . . 237,011 190,118Senior notes . . . . . . . . . . . . . . . . 2,120,094 4,080,896 2,126,504 4,086,576Deferred tax liabilities . . . . . . . . . . 489,740 473,389 2,474,198 395,165 2,408,517

4,039,348 5,119,338 8,353,751 5,141,828 9,765,748

Net Assets . . . . . . . . . . . . . . . . . . 10,362,298 12,428,471 14,112,873 13,016,820 14,309,264

Capital and Reserves:

Share capital . . . . . . . . . . . . . . . . 832,691 1,325,005 1,325,005 1,325,005 1,325,005Reserves . . . . . . . . . . . . . . . . . . 6,967,057 8,362,489 9,078,936 8,804,848 9,262,766

Attributable to owners of theCompany . . . . . . . . . . . . . . . . . . 7,799,748 9,687,494 10,403,941 10,129,853 10,587,771

Non-controlling interests . . . . . . . . . 2,562,550 2,740,977 3,708,932 2,886,967 3,721,493

Total Equity . . . . . . . . . . . . . . . . . 10,362,298 12,428,471 14,112,873 13,016,820 14,309,264

10


18/300

Cash Flow Data:

Year ended September 28, Six months ended March 28,

2011 2012 2013 2013 2014


(HK$ in thousands)

Net cash (used in)/from operatingactivities . . . . . . . . . . . . . . . . . . (877,132) (1,047,977) 4,050,085 3,749,404 522,529

Net cash used in investing activities . (1,919,877) (971,131) (6,917,102) (1,771,946) (175,825)Net cash from/(used in) financing

activities . . . . . . . . . . . . . . . . . . 2,761,738 2,244,594 3,037,499 (394,956) (548,070)Net (decrease)/increase in cash and

cash equivalents . . . . . . . . . . . . . (35,271) 225,486 170,482 1,582,502 (201,366)Cash and cash equivalents at end of

the year/period . . . . . . . . . . . . . . 212,025 437,512 607,994 2,020,014 418,075

Other Financial Data:

As of

September 28, March 28,

2011 2012 2013 2014

(HK$ in thousands, except ratios and percentages)

Consolidated Tangible Net Worth (1) . . 7,456,195 9,473,282 11,157,684 11,351,861Leverage Ratio (2) . . . . . . . . . . . . . . . 1.12 0.99 1.23 1.19Dividend as a percentage of Net Profit

After Tax per Annum (3) . . . . . . . . . 22% 10% 8%

Notes:

(1) Consolidated Tangible Net Worth ending on the indicated dates, as such term is defined in Condition 4 of the Terms and

Conditions of the Bonds.

(2) The leverage ratio calculated as the ratio of Consolidated Net Borrowings to Consolidated Tangible Net Worth ending on the

indicated dates, each term as defined in Condition 4 of the Terms and Conditions of the Bonds.

(3) Dividend paid or made as a percentage of Net Profit After Tax per Annum for the periods indicated, each term as defined in

Condition 4 of the Terms and Conditions of the Bonds.

11


19/300

RECENT DEVELOPMENTS

Consent Solicitation of Copeinca Notes

Our subsidiary, CFGL, wholly acquired the Copeinca Group on March 17, 2014. One of the entities

within the Copeinca Group, Copeinca AS, was subsequently de-listed from the Oslo Stock Exchange (Oslo Brs)

and Lima Stock Exchange (Bolsa de Valores de Lima) in April 2014. The Copeinca Group consequently became

wholly-owned subsidiaries of CFGL, with the ultimate goal of integrated business operations with CFGL and its

subsidiaries (the CFGL Group).

Previously, Copeinca had issued US$250,000,000 9.0% notes due 2017 on February 10, 2010 and January

17, 2013, which was guaranteed by Copeinca AS (the Copeinca Notes). However, due to the Copeinca

Acquisition and the CFGL Groups anticipated business and financing needs, CFGL has decided to undertake a

consent solicitation with respect to the Copeinca Notes. On July 17, 2014, CFGL entered into a consent

solicitation agreement with the participating solicitation agents, and has circulated a consent solicitation

statement to holders of the Copeinca Notes on record as of July 16, 2014, seeking their consent for proposals thatwould:

enable the Copeinca Group to pursue financing activities to support the expansion and growth of

our business that may not otherwise be available to it;

enable certain members of the CFGL Group, namely CFG Investment S.A.C. (Peru) (CFG

Peru), China Fisheries International Limited (CFIL) and Sustainable Fishing Resources

S.A.C. (Peru) (SFR), to support the repayment obligations of the Copeinca Notes;

enable the Copeinca Group to support the payment obligations of certain indebtedness of CFGL

Group; and

better reflect CFGLs current business and operational status, as it would benefit from the

consolidated financing platform and enhanced liquidity that would be available to us if the

proposals are adopted.

If, upon receipt of the requisite consent of the holders of Copeinca Notes, CFGL, CFG Peru, CFIL and

SFR agree to provide guarantees for the repayment obligations of the Copeinca Notes, such entities will not

become subject to the other substantive provisions of the indenture governing the Copeinca Notes or be treated as

a parent guarantor or restricted subsidiary thereunder by virtue of giving such guarantees.

If this consent solicitation were to receive the requisite consents from holders of the Copeinca Notes, then

Copeinca and CFGL are expected to undertake the above activities in accordance with the consent solicitation

statement. However, there can be no assurance that the consent solicitation will receive the requisite consents to

permit the above to proceed.

12


20/300

DEFINITIONS

In this offering memorandum, unless the context otherwise specifies, the following expressions shall have

the meanings indicated.

Board of Directors or Board The Board of Directors of the Company.

CAGR Compound annual growth rate.

CFGL China Fishery Group Limited, an exempted company

incorporated in the Cayman Islands, the shares of

which are listed and quoted on the SGX-ST.

CFIL China Fishery International Limited, a company

incorporated under the laws of Samoa.

China or PRC Peoples Republic of China

CNY Bonds The CNY600,000,000 6.5% bonds due 2014 issued by

the Company, which was redeemed in full on June 3,

2014.

Copeinca Corporacion Pesquera Inca S.A.C., a corporation

(sociedad anonima cerrada) organized under the laws

of Peru and a subsidiary of Copeinca AS.

Copeinca Acquisition The acquisition of 100% of Copeinca AS and certain

of its subsidiaries by CFGL, which was completed on

March 17, 2014.

Copeinca AS Copeinca AS, previous known as Copeinca ASA, aprivate limited company (Aksjeselskap) incorporated

in Norway with organization number 990565791,

which was previously listed on the Oslo Stock

Exchange (Oslo Brs) with a secondary listing on the

L im a S to ck E xc ha ng e b ef or e t he C op ei nc a

Acquisition.

Copeinca Group Copeinca AS and its subsidiaries, before the Copeinca

Acquisition.

Company or Issuer Pacific Andes Resources Development Limited.

DBS DBS Bank Ltd.

Director(s) The director(s) of the Company.

Global Certificate The form in which the Bonds will be initially issued.

The Global Certificate will be registered in the name

of a nominee of, and deposited with a common

depositary for Euroclear and Clearstream.

13


21/300

Group, we, our and us The Company and its subsidiaries or, where the

context otherwise requires, in respect of the period

prior to the Company becoming the holding company

of its present subsidiaries, the present subsidiaries of

the Company, some or any of them and the businesses

carried on by such subsidiaries or (as the case may be)

their predecessors.

kg Kilograms.

Listing The listing of the Bonds on the SGX-ST.

Memorandum of Association or Bye-laws The Memorandum of Association or Bye-Laws of the

Company as adopted on August 27, 1996, as amended

from time to time.

Offering The offering of the Bonds on the terms and conditions

set out in this offering memorandum.

PAIH Pacific Andes International Holdings Limited.

PARD Pacific Andes Resources Development Limited.

Regulation S Regulation S under the Securities Act.

Securities Act The United States Securities Act of 1933, as amended.

SEHK The Stock Exchange of Hong Kong Limited.

Senior Notes US$300,000,000 9.75% senior notes due 2019 issued

by CFG Investment S.A.C. pursuant to an indenturedated July 12, 2012.

SFA The Securities and Futures Act, Chapter 289 of

Singapore.

SGX-ST The Singapore Exchange Securities Trading Limited.

Shares Ordinary shares of par value S$0.05 each.

Sole Lead Manager and Bookrunner DBS Bank Ltd.

sq.m. Square meters.

Tassal Tassal Group Limited, a company incorporated inAustralia, the shares of which are listed and quoted on

the Australian Securities Exchange.

Trust Deed The trust deed entered into by the Issuer and the

Trustee.

14


22/300

GLOSSARY

This glossary contains certain technical terms used in this offering memorandum in connection with the

Company. Such terms and their meanings may not correspond to standard industry definitions or usage.

Alatir Alatir Limited, a corporation incorporated under the

laws of the British Virgin Islands that previously acted

as a Supplier under the Supply Agreements.

Aquaculture The cultivation of marine or freshwater fish or

shellfish (particularly shrimp) under controlled

conditions.

Biomass The estimated aggregate weight of fish of spawning

age of a species at a given time.

Bunker fuel Heavy fuel oil used to power the engines of a vessel.

By-catch The total catch of fish from species other than the

species the vessel intended to catch.

Capture production Fish caught in the wild, including marine water and

fresh water areas.

Catcher trawler For the purposes of this offering memorandum,

catcher trawler means a trawler used exclusively as a

fishing vessel that works together with larger vessels

with processing and freezing facilities.

CIF Cost, insurance and freight, an international trade term

providing for cargo insurance and delivery of goods to

the named port of destination at the sellers expense.

Class survey The inspection of a vessel by a classification society

surveyor that takes place every four to five years.

Demersal The demersal zone refers to that part of the sea that is

near to the coast or the sea floor. Fish that spend most

of their life in deep water or the bottom of the sea are

known as demersal fish, and include cod, haddock,

Alaska pollock, hake and whiting.

Dry-docking The removal of a vessel from the water for inspection

and/or repair of those parts of a vessel which are below

the water line.

Exclusive economic zone Under the United Nations Convention on the Law of

the Sea, which went into effect in 1994, an area not

extending beyond 200 nautical miles from the

baselines from which the breadth of the territorial sea

is measured.

FAO Food and Agriculture Organization of the United

Nations.

15


23/300

FAOSTAT The fisheries statistics database of the FAO.

First Supply Agreement The agreement originally named as a vessel operating

agreement dated January 6, 2004 between CFIL and

Perun, as amended by four addenda dated January 20,2004, April 1, 2005, July 20, 2010, and December 15,

2010, respectively, and further replaced with and

renamed as a supply agreement on July 16, 2012,

which expired in December 2013.

Fishmeal A nutrition-rich mealy substance produced by

cooking, pressing, drying and grinding fish or fish

parts and used as animal feed and fertilizer.

Fish oil Oil pressed from cooked fish which is produced during

the processing of fishmeal.

FOB Free on board, an international trade term requiringthe seller to deliver goods on board a vessel designated

by the buyer.

Fourth Supply Agreement The vessel operating agreement dated January 24,

2007 between CFIL and Perun, as amended by an

addendum dated July 20, 2010, and further replaced

with and renamed as a supply agreement on July 16,

2012.

Fully exploited Fishery operating at or close to optimal yield, with no

expected room for further expansion.

GLOBEFISH A unit in the FAO Fisheries Department responsiblefor information on international fish trade.

Gross tonnage A measure of the overall size of a ship, which is

governed by the International Convention on Tonnage

Measurements of Ships, 1969 (London Rules).

Headed and gutted Removal of the head and guts of fish.

Hull Shell or body of a ship.

IFFO International Fishmeal and Fish Oil Organization, an

international non-profit organization which represents

fishmeal and fish oil producers and related tradesthroughout the world.

IMO International Maritime Organization, a United Nations

agency that issues international standards for

shipping.

Industrial fishing Large-scale fishing of a variety of fish species for

processing for human consumption and for other

purposes.

16


24/300

ITQ system Individual transferable quota system, which is a

fishery management system established to prevent

overfishing. An ITQ is a legally defensible right to

catch, land and market a quantity of fish over a certain

period of time, granted to vessels operated by an

individual or a firm, and tradable on the market. Under

Perus ITQ system, individual quotas were granted to

licensed fishing vessels that entitle their owners to a

share of Perus total allowable catch.

Liability insurance Insurance obtained through a mutual association

formed by ship owners or commercial underwriters

regarding liabilities in respect of the operations of, or

carriage by, vessels.

Metric ton 1,000 kilograms.

Ministry of Production Ministry of Production of Peru.

Moderately exploited Fishery that is being exploited with a low level of

fishing effort and is believed to have some limited

potential for expansion in total production.

New Fourth Supply Agreement New supply agreement between CFIL and Perun dated

November 14, 2012 to replace the Fourth Supply

Agreement dated July 16, 2012, which was terminated

in March 2014.

North Pacific Ocean For the purposes of this offering memorandum, the

North Pacific Ocean refers to our fishing grounds in

Russias territorial waters and exclusive economic

zone in the sea of Okhotsk and the Russian Bering Sea

in the North Pacific Ocean.

Overexploited Fishery being exploited above the optimal yield which

is believed to be sustainable in the long term, with no

potential room for further expansion and a higher risk

of stock depletion.

Pelagic The pelagic zone refers to the upper layers of the open

ocean where food is plentiful, other than that near the

coast or the sea floor. Pelagic fish include anchovy,

sardine and mackerel.

Perun Perun Limited, a corporation incorporated under the

laws of the British Virgin Islands that previously acted

as a Supplier under the Supply Agreements.

17


25/300

Purse seiner A type of decked vessel with a length of over 15

meters. Such vessel is typically used to catch fish

species that aggregate near the water surface. The

vessel surrounds the shoal with a deep curtain of

netting and then the bottom of the net is pursed

(closed) by hauling a wire which runs from the vessel

through rings on the bottom of the net and back to the

vessel.

Quota Share A share of the total allowable catch allocated to an

operating unit such as a country, a vessel, a company

or an individual fisherman depending on the system of

allocation. Quotas may or may not be transferable,

inheritable, and/or tradable. While generally used to

allocate total allowable catch, quotas could be used

also to allocate fishing effort or biomass.

Recovering Fishery where catches are increasing after having been

depleted or experienced a production decline from a

previous high.

Recovery rate The percentage of finished product produced from a

whole fish.

RFMO Regional or sub-regional fisheries management

organizations.

Scrap Old vessels, which are disposed of by being sold as

scrap metal.

Second Supply Agreement The agreement originally named a vessel operating

agreement dated February 20, 2006 between CFIL and

Alatir, as amended by an addendum dated July 20,

2010, and further updated with and renamed as a

supply agreement on July 16, 2012, which was

terminated in March 2014.

Seine A type of large fishing net that hangs vertically in the

water by attaching weights along the bottom edge and

floats along the top. In a purse seine, along the bottom

of the net are a number of rings. A rope passes through

all the rings, and when pulled, draws the rings close to

one another, preventing the fish from swimming downto escape the net. Under the purse seine fishing

technique, the seine is set by two boats, one called a

seiner and equipped with a wire rope on the bottom

to draw the net together, and the other called a skiff,

which participates in maneuvering the net around a

school of fish. The purse seine fishing technique is

most commonly used to catch pelagic fish.

18


26/300

South Pacific Regional Fishery Management

Organization, or SPRFMO

A non-governmental regional fisheries management

organization to manage fish stocks in the international

waters of the South Pacific Ocean.

Stock A part of a fish population usually with a particularmigration pattern, specific spawning grounds, and

subject to a distinct fishery.

Straddling Stocks Agreement The Straddling Stocks Agreement as adopted by the

United Nations.

Super trawler For the purposes of this offering memorandum, a large

stern trawler equipped with a plant for gutting,

filleting, freezing and storing fish, and for processing

fishmeal and fish oil.

Supplier Alatir and Perun (each a Supplier and collectively, the

Suppliers).

Supply Agreements The First Supply Agreement, Second Supply

Agreement, Third Supply Agreement and New Fourth

Supply Agreement (replacing the Fourth Supply

Agreement) pursuant to which a long-term supply of

fish harvested by the contract supply vessels is

secured. All Supply Agreements were terminated on

March 21, 2014 by an addendum to the Supply

Agreements between CFIL and the Suppliers.

Territorial waters The breadth of a states territorial sea, up to a

maximum of 12 nautical miles, established by such

state under the United Nations Convention on the Law

of the Sea, which went into effect in 1994.

Third Supply Agreement The vessel operating agreement dated January 4, 2007

among CFIL, Perun and Alatir as amended by an

addendum dated July 20, 2010, and further updated

with and renamed as a supply agreement on July 16,

2012, which was terminated in March 2014.

Total allowable catch The total weight of a given species of fish that is

legally permitted to be removed from the population

during a given period.

Trawler A vessel designed for the purpose of operating a trawl,

a net that is dragged along the bottom of the sea or

above the bottom of the sea at a specified depth.

Underexploited Undeveloped or new fishery that is believed to have a

significant potential for expansion in total production.

19


27/300

RISK FACTORS

Before making an investment decision, investors should carefully consider all of the information set out in

this offering memorandum, including the risk factors set forth below. Any of the risks described below could

materially and adversely affect the Companys ability to satisfy its obligations, including the Bonds, and have a

material adverse effect on the Companys business, operations and prospects. In that event, the price of the

Bonds could decline, and investors may lose all or part of their investments in the Bonds. The risks and

uncertainties described below are not the only risks and uncertainties the Company faces. Additional risks and

uncertainties not presently known to the Company or that the Company currently deems immaterial may also

impair the Companys business operations. The risks discussed below also include forward-looking statements

and the Companys actual results may differ substantially from those discussed in these forward-looking

statements. Subheadings are for convenience only and risk factors that appear under a particular subheading

may also apply to one or more other subheadings.

Risks Relating to Our Businesses

We are dependent on the performance of our non-wholly-owned subsidiary, CFGL.A majority of our revenue is generated by the commercial fishing business of our non-wholly-owned

subsidiary, CFGL. Revenues from CFGL amounted to 49% and 54% of our total revenues for the year endedSeptember 28, 2013 and the six months ended March 28, 2014, respectively. As such, any factor or event thatadversely affects the business and results of operations of CFGL would result in a material adverse effect on ourresults of operations and financial condition.

The amount of fish that our commercial fishing operations can catch in Peru is dependent upon our fishing

quota shares and the total allowable catch set by Peruvian governmental authorities.

The total allowable catch in Peru varies from season to season, and is determined at the beginning of eachanchovy season by the Ministry of Production on the advice of Peruvian authorities and with a view tomaintaining sustainable fishing. Out of that total allowable catch amount, fishermen are permitted to catch apercentage determined by the quota shares which the local Peruvian fishing authorities allocate under a quotaallocation system. Therefore, the amount of fish that our commercial fishing operations in Peru can catch in anygiven year is dependent upon the total allowable catch set by the Peruvian government, and the number of fishingquota shares that we own. This constitutes a limitation on our ability to grow our fish catches, unless the total

allowable catch grows or we are able to gain access to additional quota shares.

If the Peruvian government reduces or withdraws the quota shares to which we have access, our catchvolumes of anchovy and mackerel would fall, unless we are able to replace these catch volumes by placing thefishing vessels in locations, or changing our fishing to species of fish, that are not restricted by any specific quotashare system. Additionally, in southern Peru, the amount that we and other fishing operators in this region are

able to harvest is highly unpredictable from season to season due to the migratory patterns of anchovy.Furthermore, the quota shares for each year must be used in that calendar year, and may not be carried forward to

the next year. We cannot assure you that the relevant owners of vessels will be able to maintain the quota sharescurrently allocated to them by the local fishing authorities or that it will be possible for such vessel owners to

acquire additional quotas. In addition, if the Peruvian fishery laws and regulations are repealed or modified in amanner that decreases the percentage of anchovy quotas allocated to the fishing vessels we own in Peru, oreliminates the quota share allocation system, our anchovy harvesting rights and profitability in Perus exclusiveeconomic zone would be adversely affected. In this regard, to protect our quota shares in Peru against changes in

law, we entered into fish quota stability agreements with the Ministry of Production of Peru with respect to thequota shares for our vessels, which represent 16.9% of the quota for the northern and central region and 14.7%for the southern region. Under such agreements, the Ministry of Production guarantees the Peruviangovernments recognition of the individual fishing quotas granted to the covered vessels as of the respective dates

of the agreements for at least ten years regardless of changes in Peruvian fishery laws. However, we cannotassure you that there will not be modifications to this agreement, or that this agreement will be renewed after the

20


28/300

ten-year period, both of which could affect our fishing quota. Although the individual fishing quotas in Perusexclusive economic zone are meant to be permanent, it is possible that they may be increased or reduced as aconsequence of a change in the recalculation of the maximum percentage catch per vessel. The Peruvian

Ministry of Production recalculates the maximum percentage catch per vessel assigned to all vessels in Peru if:(i) the vessel does not exploit at least 80% of its maximum percentage catch for the northern and central zone infour consecutive seasons (no minimum requirement is applicable to the southern zone); (ii) the Ministry ofProduction grants a new fishing permit or otherwise terminates a fishing permit; or (iii) as a result of a sanction,

the maximum percentage catch of a vessel is reduced. Peruvian fishery laws provide that a vessels maximumpercentage catch can be reduced when the harvesting of anchovy is performed by a vessel that has alreadytransferred its maximum percentage to another vessel or when the harvesting of anchovy is performed by a vesselthat is not a nominated vessel.

The amount of fish that we can catch under our fishing quota shares is a percentage of the total allowable

catch for a given year set by the Peruvian government. The total allowable catch of Peruvian anchovy in the

northern and central region of Peru, which is allocated between the first fishing season (usuallyApril to July) and

the second fishing season (usually November to January), was 6.2 million, 3.5 million and 4.4 million metric tons

in calendar years 2011, 2012 and 2013, respectively. With respect to calendar year 2014, the Ministry ofProduction set a total allowable catch of anchovy in the northern and central region of Peru at approximately 2.53

million metric tons for the first season of what is usually two seasons during the year. The first season started in

April and will last until July 31. The total allowable catch of the second season, generally from November to

January, has not yet been set for 2014.

For the southern region, the Ministry of Production set a total allowable catch of anchovy for the calendar

years 2011, 2012 and 2013 at 800,000, 700,000 and 830,000 metric tons, respectively. With respect to the

calendar year 2014, the total allowable catch approved by the Ministry of Production for the first season from

April to July was 230,000 metric tons. From time to time, the Peruvian government may impose fishing bans on

selected regions in Perus exclusive economic zone, or the entire coastline. We cannot assure you that the

Peruvian government will not decrease the total allowable catch of anchovy in Peru, impose bans on the

harvesting of anchovy to manage anchovy biomass, or prohibit the processing of anchovy into fishmeal.

Any reduction in our fishing quota shares, or any unexpected reductions or fluctuations in the total

allowable catch per season in Peru, could individually or together have a material adverse effect on our business,

results of operations and financial condition.

We are owed refunds on our terminated Supply Agreements.

CFGL, through its wholly-owned subsidiary, CFIL, terminated all of its Supply Agreements with Perun

and Alatir on March 21, 2014. Pursuant to the terms of the termination of these Supply Agreements, Perun and

Alatir must deliver a fixed price refund amount (in cash payments or fish supplies) to CFIL as refund of the

prepayments and other advances that it previously paid, which amounted to US$241.5 million under the Supply

Agreements. As of June 30, 2014, Perun and Alatir have repaid US$80.0 million in cash of the fixed price refund

amount to CFIL. In addition, they are required to pay the balance of US$161.5 million in headed and guttedAlaska pollock at market price, or if mutually agreed with CFIL, in cash, by March 28, 2016 under the terms of

the termination. CFIL hold charges over shares of the Suppliers and debentures against them as security for such

refund. However, the debentures do not grant any security with respect to any fishing vessels and may not be

effective in securing CFILs right to payment of the refunds. Accordingly, we cannot assure you that CFIL will be

able to recover or enforce all or any part of the refund due to it from Perun and Alatir.

In addition, as Perun and Alatir are required to pay the refund of the outstanding balance in headed and

gutted Alaska pollock at market price, if Perun or Alatir fail to procure sufficient fish, they may need to pay in

cash. However, we cannot assure you that they will be able to procure sufficient funds to pay the outstanding

balance, as fishing is their only operation. If any Supplier experiences material issues in its operations, Peruns or

Alatirs ability to refund could be impaired. If Perun or Alatir is unable to return all or part of the refund for

21


29/300

whatever reason, the results of operations and financial condition of CFGL and CFIL will be materially andadversely affected, which consequently would have a material adverse effect on our results of operations andfinancial condition.

Our operations may be disrupted by drastic weather conditions and major climatic trends.

Drastic weather conditions affecting the fishing grounds where the fishing vessels operate, such as storms,cyclones and typhoons, may decrease the volume of our fish catches or otherwise negatively affect our fishingoperations. Our operations may also be adversely affected by changes in sea temperatures and currents. Thesechanges cause fish to disperse from their customary depths and locations, which decreases the efficiency offishing vessels as a result of having to expend more time and fuel in harvesting fish. Our fishing operations mayalso be adversely affected by major climatic trends, which have in the past caused significant decreases incatches worldwide.

In addition, large catch fluctuations in Perus territorial waters and exclusive economic zone and in theparts of the South Pacific Ocean in which we conduct fishing operations are common because of periodic

climatic events associated with the El Nio phenomenon. Such events affect fishing success and productivity inthese areas. El Nio is a climatic pattern that occurs in the Pacific Ocean every three to seven years, and ischaracterized by the warming of the waters and related increase in air surface pressure in parts of the PacificOcean. For example, catches of anchovy dropped severely following El Nio conditions during each of the ElNio years, as reported by the U.S. National Oceanic and Atmospheric Administration (the NOAA), and U.S.National Environmental Satellite, Data and Information Service, of 1972-1973, 1976-1977, 1982-1983,1986-1987, 1991-1992, 1994-1995 and 1997-1998. Recently, El Nio occurred in 2002-2003, 2006-2007 and2009-2010. The 2009-2010 El Nio conditions resulted in a reduction of the total catch in Peru from 5.8 millionmetric tons in 2009 to 3.3 million metric tons in 2010, before recovering to 5.3 million metric tons in 2011.Because El Nio is a recurring phenomenon, our fishing success and productivity in Peru and in the South PacificOcean will be affected in future years. Additionally, in November to December of 2010, the effects of La Nia, arecurring cooling climatic pattern which results in periods of below-average sea temperatures, also reduced ourand industry catch volumes significantly. During the fishing season, the entire industry utilized less than half of

all the fishing quota available in the northern and central zone of Peru. A reduction in our catch of anchovy orother fish species in future El Nio or La Nia years could have an adverse effect on our business, results ofoperations, financial performance and prospects.

Margins on sales of our products may be adversely affected by the prices of these products, and revenues may

not be sufficient to cover fixed costs.

Prices for fishmeal, fish oil and fish products are strongly dependent upon economic conditions. Ifrevenues are not sufficient to cover fixed and variable costs, including those we may not be able to control, suchas freight and transportation costs, fuel, crew costs, repair and maintenance, finance costs and others, margins forthese products may be adversely affected. Of these, the cost of fuel, which accounted for approximately 5.2%and 4.9% of our cost of sales in the year ended September 28, 2013 and the six months ended March 28, 2014,respectively, has experienced significant price volatility due to factors outside of our control. We do not currently

engage in any arrangements to hedge against changes in fuel costs, nor do we have any policy of maintainingstores of extra fuel. As a result, fluctuations in global oil prices may have a significant and direct impact on ourprofit margins and profitability, particularly in our South Pacific operations, which have higher transportationcosts than our other operations. We cannot assure you that oil prices will not continue to rise, or that we will beable to offset any increase by increases in the prices of our products.

We are also affected by operating and finance costs in our fishmeal operations segment, in which areduction in catch volumes of anchovy and a reduction in utilization rates can also increase unit costs. Thesefactors are affected by the seasonality of the fishing season and the total allowable catch in Peru. In the event weare not able to control our costs, or offset increases through corresponding increases in the prices of our products,we will not be able to maintain our margins, and our results of operations and financial condition may bematerially and adversely affected.

22


30/300

Our supply of whitefish, and our sales of whitefish, are affected by factors outside of our control.

A significant amount of our revenue, approximately 49.7% and 26.3% in the year ended September 28,2013 and the six months ended March 28, 2014, respectively, has been from the sale of whitefish such as Alaska

pollock. Our business is therefore, to a large extent

e marlin oc print version 20140722 2038

Documents