prospectus - oceans hotel invest oceans hotel limited registration number 2016/210810/06 prospectus...

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PROSPECTUS

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OCEANS HOTEL LIMITED

Registration number 2016/210810/06

PROSPECTUS AND INVITATION TO APPLY TO SUBSCRIBE FOR SHARES

General statement (Regulation 54(1)(a) and (b)

1. Registration of Prospectus

1.1 This Offer to subscribe is an offer and invitation for subscription for securities to the

public, as contemplated in Chapter 4 of the Companies Act. The original Prospectus, of

which this document is a copy, has been registered with the Companies and Intellectual

Property Commission of South Africa on 10 November 2016, in terms of Sections 99 and

100 of the Companies Act.

1.2 This is not a Prospectus for the listing of the shares of the Company on an Exchange.

2. Timing

2.1 The opening date of the Offer is 23 January 2017 and the Offer closes at 24h00 on 22

May 2017.

2.2 A signed subscription form together with payment in full and cleared into the

designated bank account must be made by an Applicant on or before the closing date.

3. Offer Shares and minimum subscription

3.1 The Company is offering Applicants an opportunity to subscribe for 30 805 396 (Offer

Shares) in terms of this Offer. Through this offer, the Company intends to raise a

maximum of ZAR 616 107 918 and a minimum of ZAR 462 080 940, through the issue of

23 104 047 ordinary shares.

3.2 The Offer Shares to be issued pursuant to this Offer will rank pari passu with all other

ordinary shares issued by the Company.

3.3 The capital raised will be utilized to acquire the rights, as part of a sectional title

development, to own and to develop, and thereafter to operate, a Hotel in Umhlanga,

KwaZulu-‐Natal, forming part of the Oceans Development.

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4. The King Report and Code on Governance in South Africa

4.1 The Directors fully embrace the principles of sound corporate governance espoused in

the King Report and Code (King III). In view of the recent establishment of the

Company, the Board adopted a general statement of intent with regards to governance,

including adherence to the provisions of King III. The Board will attend to the analysis

and implementation, where necessary, of every requirement of King III in due course.

4.2 A copy of the Board statement is available as part of the supporting documents at the

Company’s primary place of business marked “MD1”.

5. Definitions

For the purposes of this Prospectus, the following references have the meanings assigned to

them:

5.1 "Applicant/s" means any person, including juristic persons who have been invited to

subscribe for the Offer Shares in terms of the Offer, but does not include persons

making joint application;

5.2 "Amending Plan" means an amending sectional plan of extension to be registered to

incorporate the Hotel Unit into the Scheme, when the Oceans Hotel is complete;

5.3 "Companies Act" means the Companies Act, 71 of 2008, as amended, and the

regulations promulgated thereunder;

5.4 "Company" means Oceans Hotel Limited, Registration Number 2016/210810/06, of 1

Sinembe Office Park, Douglas Saunders Drive, Umhlanga, Kwa Zulu Natal, the company

which will develop, own and operate the Oceans Hotel;

5.5 "Devco "means Oceans Umhlanga Proprietary Limited, Registration Number

2011/011731/07, of TTP House, Redlands Estate, 1 McFarlane Lane, Pietermaritzburg,

the company which will own the Parent Property;

5.6 "Directors" means the board of directors of the Company from time to time;

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5.7 "F Class Shares" means 50 million authorised F class shares, of which 10 268 467

were issued to Holdco;

5.8 "Holdco" means Oceans Umhlanga Holdings Proprietary Limited, Registration Number

2016/140223/07, which company currently owns 10 268 467 of the issued F-‐class

shares in the Company;

5.9 "Hotel Unit" means the proposed section or sections to be registered in the name of

the Company, relating to the Hotel, once the Amending Plan has been registered when

the Oceans Hotel is complete;

5.10 "Management Agreement" means the International Management Agreement with

Rezidor – trading as Radisson Blu, in terms of which the Company has appointed

Rezidor to manage the Oceans Hotel on its behalf;

5.11 "MOI" means the memorandum of incorporation of the Company;

5.12 "Oceans Agreements " means the Real Right Sale Agreement, the Management

Agreement, and the Turnkey Agreement;

5.13 "Oceans Development" means the erection and completion of the buildings comprising

the Oceans Mall, the Oceans Hotel, the Oceans Residence and the Oceans Residence

Extension;

5.14 "Oceans Hotel" means the hotel to be constructed by the Company on the Real Right

Area in terms of the Real Right;

5.15 "Oceans Mall" means the retail shopping centre to be constructed by Devco on a

portion of the Parent Property;

5.16 “Oceans Residence” means the two tower blocks, namely Oceans Residence South and

Oceans Residence North, to be constructed by Devco on a portion of the Parent

Property;

5.17 “Oceans Residence Extension” means an additional 64 residential units to be

constructed by Devco, or its successor, above the Oceans Hotel;

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5.18 "Offer" means this general offer to Applicants to subscribe for the Offer Shares at the

Offer Price, thereby raising up to ZAR 616 107 918 in the event that all Offer Shares are

subscribed for;

5.19 "Offer Price" means R20 per ordinary share;

5.20 "Offer Shares" means 30 805 396 ordinary shares available to be subscribed for and to

be issued in terms of the Offer;

5.21 "Parent Property" means proposed Portion 15 of Erf 379 Umhlanga Rocks, Registration

Division FU, Province of KwaZulu-‐Natal, in extent approximately 5,1356 hectares as

more fully described in the Real Right Sale Agreement;

5.22 "Portion 2 of Erf 379" means Portion 2 of Erf 379 Umhlanga Rocks, Registration Division

FU, Province of KwaZulu-‐Natal, in extent 2768 m2, currently owned by Devco;

5.23 "Promoter" means Holdco;

5.24 "Prospectus" means this document including all material contracts and prescribed

documents referred to herein, issued by the Company relating to the raising of capital

for the Company in terms of the Offer;

5.25 "Real Right" means a real right to be obtained by Devco on opening of the Register, to

extend the Scheme, thereby entitling Devco (and then the Company once it acquires the

Real Right relating to the Oceans Hotel) to develop the Oceans Hotel on the Real Right

Area;

5.26 "Real Right Area" means that portion of the Parent Property on which Devco (and then

the Company once it acquires the Real Right relating to the Oceans Hotel) will be

entitled to construct the Oceans Hotel;

5.27 "Real Right Sale Agreement" means the sale agreement of the Real Right concluded

between Devco and the Company, in terms of which Devco has sold the Real Right to

the Company;

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5.28 "Register" means the sectional title register which will be opened in phases on the

Parent Property by Devco in terms of the Sectional Titles Act;

5.29 "Regulations" means the regulations issued under the Companies Act;

5.30 "Rem of Erf 379" means Remainder of Erf 379 Umhlanga Rocks, Registration Division FU,

Province of KwaZulu-‐Natal, in extent 7.0843 hectares currently owned by Devco;

5.31 "Rezidor" means Rezidor Hotel Group South Africa Proprietary Limited, Registration

number 1999/008887/07;

5.32 "Scheme" means the proposed sectional title scheme comprising the Oceans

Development, known as "Oceans Umhlanga" to be developed on the Parent Property;

5.33 "Sectional Titles Act" means the Sectional Titles Act, 95 of 1986, as amended, and the

regulations promulgated thereunder;

5.34 "Turnkey Agreement" means the turnkey development heads of agreement concluded

between the Company and Devco in terms of which the Company has appointed Devco

to procure the construction of the Oceans Hotel on the Real Right Area, on a turnkey

basis.

6. Intention to acquire and develop immovable property

6.1 The Company was established in 2016 for the purpose of developing and conducting the

business of Oceans Hotel as part of the larger mixed use upmarket retail and residential

Oceans Development.

6.2 The Oceans Development will be situated on the Parent Property in the centre of

Umhlanga, located at the corner of Lighthouse Road, Flamingo Drive and Lagoon Drive.

The Oceans Development is within walking distance of the beach, less than three

minutes’ driving from the Umhlanga and La Lucia Ridge business districts and the

Gateway Shopping Centre, and 15 minutes from King Shaka International Airport.

6.3 The Oceans Development comprises four components, the first three being the Oceans

Mall, the Oceans Residence and Oceans Hotel. The Oceans Residence has recently been

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successfully launched. The fourth component comprises the Oceans Residence

Extension to be developed directly above the Oceans Hotel. Devco will, on opening of

the Register, obtain (a) real right(s) in its favour to enable it to develop the four

components as further phases in the Scheme.

6.4 A Scheme will be established on the Parent Property by Devco in terms of the Sectional

Titles Act which will permit Devco to extend the Scheme in phases, by the construction

of further buildings, a horizontal extension of existing buildings, or a vertical extension

of existing buildings.

6.5 On opening of the Register, Devco will obtain the Real Right to extend the Scheme in

phases. In terms of the Real Right Sale Agreement, the Company will acquire the Real

Right from Devco subject to the payment of the Real Right Purchase Price of ZAR

56 044 000 and payment of its proportionate share of the bulk infrastructure costs in

the amount of ZAR 13 764 806.

6.6 The acquisition of the Real Right will enable The Company to develop the Oceans Hotel

on the Real Right Area. The Real Right Sale Agreement obliges the Company to appoint

Devco to attend to the development, construction and fitting out of the Hotel on its

behalf in terms of the Turnkey Agreement.

6.7 Upon completion of the Oceans Hotel, the Amending Plan will be registered,

incorporating the Hotel Unit into the Scheme, effectively registering the Hotel Unit in

the name of The Company.

Schematically, the process is depicted as follows:

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FLOWCHART SHOWING RIGHT TO BE ACQUIRED BY OCEANS HOTEL LIMITED

AND HOW SUCH RIGHT IS EXERCISED

Oceans Umhlanga currently owns:

1. Rem of Erf 379

2. Portion 2 of Erf 379

Oceans Umhlanga sells a proposed Real Right relating to the development of the hotel to Oceans Hotel in terms of the Real Right Sale Agreement

Oceans Umhlanga subdivides Rem of Erf 379 into proposed Portion 14 of Erf 379 and then consolidates this with Portion 2 of Erf 379, to form Proposed Portion 15 of Erf 379 (the Parent Property)

Oceans Umhlanga opens a sectional title register on Portion 15 of Erf 379 when Sections 1 and 2 are constructed and simultaneously gets a Real Right issued to it enabling it to develop the Oceans Hotel on a defined part of the sectional title scheme

Oceans Umhlanga cedes the Hotel Real Right to Oceans Hotel simultaneously with opening of the sectional title register as contemplated in the Real Right Sale Agreement

Oceans Hotel constructs the Oceans Hotel on the Real Right Area in terms of the Turnkey Agreement

When Oceans Hotel is complete, an Amending Sectional Plan of Extension is registered in the deeds office which will allow the registration of the Oceans Hotel section/s as part of the Oceans sectional title scheme DEFINITIONS

Oceans Umhlanga -‐ Oceans Umhlanga Proprietary Limited, No. 2011/011731/07

Oceans Hotel -‐ Oceans Hotel Limited, No. 2016/210810/06

Rem of Erf 379 -‐ Rem of Erf 379 Umhlanga Rocks

Portion 2 of Erf 379 -‐ Portion 2 of Erf 379 Umhlanga Rocks

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FLOWCHART SHOWING RIGHT TO BE ACQUIRED BY OCEANS HOTEL LIMITED

AND HOW SUCH RIGHT IS EXERCISED

Oceans Umhlanga currently owns:

1. Rem of Erf 379

2. Portion 2 of Erf 379

Oceans Umhlanga sells a proposed Real Right relating to the development of the hotel to Oceans Hotel in terms of the Real Right Sale Agreement

Oceans Umhlanga subdivides Rem of Erf 379 into proposed Portion 14 of Erf 379 and then consolidates this with Portion 2 of Erf 379, to form Proposed Portion 15 of Erf 379 (the Parent Property)

Oceans Umhlanga opens a sectional title register on Portion 15 of Erf 379 when Sections 1 and 2 are constructed and simultaneously gets a Real Right issued to it enabling it to develop the Oceans Hotel on a defined part of the sectional title scheme

Oceans Umhlanga cedes the Hotel Real Right to Oceans Hotel simultaneously with opening of the sectional title register as contemplated in the Real Right Sale Agreement

Oceans Hotel constructs the Oceans Hotel on the Real Right Area in terms of the Turnkey Agreement

When Oceans Hotel is complete, an Amending Sectional Plan of Extension is registered in the deeds office which will allow the registration of the Oceans Hotel section/s as part of the Oceans sectional title scheme DEFINITIONS

Oceans Umhlanga -‐ Oceans Umhlanga Proprietary Limited, No. 2011/011731/07

Oceans Hotel -‐ Oceans Hotel Limited, No. 2016/210810/06

Rem of Erf 379 -‐ Rem of Erf 379 Umhlanga Rocks

Portion 2 of Erf 379 -‐ Portion 2 of Erf 379 Umhlanga Rocks

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6.8 The Company, through this Offer, aims to raise the capital required for four main

purposes pertaining to the Oceans Hotel:

6.8.1 To acquire the Real Right;

6.8.2 To pay its proportionate contribution towards bulk infrastructure;

6.8.3 To develop and construct the Hotel on the Real Right Area, including

furnishings, fittings and equipment; and

6.8.4 To defray expenses relating to this Offer and to provide for limited operational

requirements.

6.9 Further operational requirements will be met from revenue generated by operations.

6.10 The vendor as contemplated in the Regulations is Devco, from whom the Company has

purchased the Real Right which will enable it to develop the Oceans Hotel as more fully

described in Section 1: paragraph 3 below.

6.11 The main place of business of Devco is 1 Sinembe Park, Douglas Saunders Drive,

Umhlanga Rocks, South Africa.

6.12 The Oceans Hotel will be managed in terms of the Management Agreement by Rezidor,

under the brand of Radisson Blu and will be known as the Radisson Blu Hotel Durban,

Umhlanga. Subject to certain restrictions, the Company may terminate the

Management Agreement in the event that Rezidor fails to meet its performance targets

and other obligations. The Management Agreement is a material agreement and is

available for inspection at the Company’s primary place of business, with reference

“MD4”.

6.13 The Real Right Sale Agreement is conditional upon the Company raising the minimum

requisite capital of ZAR 462 080 940 in terms of this Offer. Any shortfall required for the

development of the Oceans Hotel and related expenses will be raised by the Company

by way of normal commercial loans.

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6.14 Based on market research conducted and feasibility studies performed by Rezidor, all

indications are that the Oceans Hotel project is viable and sustainable and should

generate the indicated returns for its owners.

6.15 The Company is a public company but is not listed. As such, the shares may not be

liquid. In view of the time required for a development such as the Oceans Hotel to

mature as a capital investment, the Directors caution potential investors that the sale of

the shares during a period of five years from the closing date of the Offer may not

realize a return of capital which is comparable with other, more mature investments.

The Company is therefore committed to achieving the highest dividend yield possible

for investors during this period, with substantial sacrifices being made by Holdco for the

benefit of ordinary shareholders.

6.16 Holdco, as the founding shareholder, has given an undertaking to the Company that it

will not be entitled to any dividend on its F-‐Class Shares (see paragraph 5.1.2 of Section

1 below) for the first three years of operation of the Company, provided that this

undertaking shall not apply when, and only when the dividend yield on ordinary shares

exceed 7% of capital invested in any particular year, and the subsequent declaration of

a dividend on the F-‐Class shares shall not cause such dividend yield to reduce to below

7% of capital invested.

6.17 For those ordinary shareholders who seek to sell their shares, the Company will actively

seek to promote the shares amongst various stock exchange participants active in the

“over-‐the-‐counter” market and to find alternative purchasers for shares or, after expiry

of an appropriate period in order to demonstrate value, a purchaser for the entire

Oceans Hotel. Shareholders who wish to sell their shares after subscription and who are

unable to find a suitable purchaser, may offer their shares to Holdco, who will

endeavour to purchase all such shares using a fair market valuation as the basis to

determine the price. Holdco is a newly formed special purpose vehicle dedicated to the

affairs of the Oceans Development and has not yet been audited.

6.18 This paragraph is not a statement regarding an intention by the Company to list. The

directors are cognizant of the fact that the shares may not be as liquid as shares listed

on an exchange. The directors are familiar with the liquidity benefits of listing shares on

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an exchange and hereby undertake to perform a comprehensive cost/benefit analysis of

such a listing of the shares of the Company after the expiry of the first five years of

operation.

SECTION 1: INFORMATION ABOUT THE COMPANY

1. NAME, ADDRESS AND INCORPORATION (Regulation 57)

1.1 Name of Company: Oceans Hotel Limited Registration number 2016/210810/06, which

will trade as Radisson Blu Hotel Durban, Umhlanga.

1.2 Registered office address: 1 Sinembe Office Park, Douglas Saunders Drive, Umhlanga,

South Africa.

1.3 Primary place of business: 1 Sinembe Park, Douglas Saunders Drive, Umhlanga, South

Africa.

1.4 Transfer agent: Computershare Investor Services Proprietary Limited.

1.5 Date of incorporation of Company: 20 May 2016

1.6 Holding company: Oceans Umhlanga Holdings Proprietary Limited Registration number:

2016/140223/07

1.7 Registered office address of Holdco: 1 Sinembe Office Park, Douglas Saunders Drive,

Umhlanga, KwaZulu-‐Natal, South Africa

1.8 Subsidiaries: the Company has no subsidiaries.

2. DIRECTORS, OTHER OFFICE HOLDERS OR MATERIAL THIRD PARTIES (Regulation 58)

2.1 Directors and prescribed officers

The following directors have been appointed as initial directors in terms of the MOI for

a period expiring on the Company's 5th AGM following incorporation on 20 May 2016.

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Name: Robert Edward Alexander

Nationality and ID number : South African

5312035115009

Occupation Businessman and property developer

Business address 1 Sinembe Park, Douglas Saunders Drive, Umhlanga, South

Africa

Term of office Initial 5 year period and subject to the MOI

Manner of appointment In terms of the MOI

Remuneration ZAR 60 000 per annum calculated at ZAR 15 000 per meeting

attended, including committee meetings

List of associated companies Director Summary

Directorship Registration Number Director Type Director Status

Pieterchap Investments 1984/010996/07 Director Active Circle Line Properties (Port Elizabeth) 1989/002425/07 Director Active

Bona Espero Share Block 1991/006240/07 Director Active Linens For Less 1992/003948/07 Director Active Lot 3207 PMB 1995/010397/07 Director Active Montrose Drive Properties Share Block 1997/016794/07 Director Active

Boxed Furniture 1986/019477/23 Member Active Davis And Co Export Import 1989/006647/23 Member Active Safa Systems 1991/014591/23 Member Active Montrose Drive Properties 1991/034477/23 Member Active Maywal Properties 1995/016737/23 Member Active Lot 320 Hluhluwe Properties 1996/005963/23 Member Active Montrose Drive Properties 1991/034477/23 Member Active Professional Business Agencies 1985/009066/23 Member Resigned M And D Property Investments 1990/013568/23 Member Resigned Maxivest 1986/010976/23 Member Active Farnham Properties (PMB) 1990/001847/23 Member Resigned Edendale Mall 1994/000984/07 Director Active Drive In Site Development Shareblock 1996/014935/07 Director Active

Mountain Mill Shopping Centre 1999/008229/07 Director Active Whirlprops 42 2001/007021/07 Director Active

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Forsyte Props 3 2002/017864/07 Director Active Armitage Road Property Owners Association 2002/020020/08 Director Active

Mountain Mill Investments 2002/022824/07 Director Active Forsyte Props 10 2004/024335/07 Director Active Kibe Property 2004/026711/07 Director Active Ducatus Props Six 2005/000126/07 Director Active Ziningi Properties 2005/009162/07 Director Active Bambani Properties 2005/022680/07 Director Active Just Jasmine Investments 94 2005/033033/07 Director Active Aquarella Investments 258 2005/035410/07 Director Active Micawber 463 2005/036629/07 Director Active Amber Falcon Properties 34 2006/013386/07 Director Active Little Swift Investments 467 2006/018745/07 Director Active Ballito Business Park Lot Owners Association 2006/032218/08 Director Active

Crane's Crest Investments 19 2007/004851/07 Director Active Midnight Storm Investments 383 2007/019121/07 Director Active R And A Administration Of Property 2009/013903/07 Director Active

3 Lucas Drive 2009/021888/07 Director Active Ducatus Props Four 2010/014233/07 Director Active Scarlet Sun 51 2010/015957/07 Director Active Whirlprops 46 (Pty) Ltd (RF) 2011/004782/07 Director Active Oceans Umhlanga 2011/011731/07 Director Active Aqaba Investments 2012/115926/07 Director Active Redsox Properties 2014/041960/07 Director Active Canton Heights Trade And Invest 2014/260403/07 Director Active Coofont Trading 2014/273045/07 Director Active Yevern Trade And Invest 2014/275628/07 Director Active Schull Trade And Invest 2014/274934/07 Director Active Snaps Way Trading 2014/274947/07 Director Active Vipa Developments 2015/023399/07 Director Active Vu-‐Tact Trade And Invest 2014/202086/07 Director Active Oceans Umhlanga Retail Company 2016/145890/07 Director Active

Oceans Umhlanga Holdings 2016/140223/07 Director Active Oceans Hotel 2016/210810/06 Director Active Thuthabantu Properties 1995/026173/23 Member Active Factaprops 1035 1996/052253/23 Member Active

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174 Mayors Walk 1999/039087/23 Member Active Plazatique Corp 8 2002/084646/23 Member Active IMA Rent Collector 3 2003/075923/23 Member Active IMA Rent Collector 2 2003/075926/23 Member Active Coquidale Timber Holdings 2003/103277/23 Member Active Duza Props 2006/219341/23 Member Active Sub 806 Shortts Retreat 2007/024050/23 Member Active Brashville Properties 11 2007/213174/23 Member Active Lot 3207 PMB 2007/214772/23 Member Active Principled Properties 2007/214776/23 Member Active Wozala Props 3 2007/224474/23 Member Active Gotya Props 3 2008/121073/23 Member Active Wozala Props 4 2008/121075/23 Member Active Ducatus Props Three 2008/077101/23 Member Active Sleepy Hollow Properties 2009/041163/23 Member Active

Ducatus Hilton 2000/015637/23 Representative Trustee Active

Ziningi Admin 2001/004652/23 Representative Trustee Active

Windfall Wine Farm 2001/084946/23 Representative Trustee Active

Ducatus Props Five 2007/078123/23 Representative Trustee Active

Round Hole Properties 2007/212512/23 Representative Trustee Active

Wozala Props 2007/224477/23 Representative Trustee Active

Ama Superco 6 2008/127499/23 Representative Trustee Active

Prodigal Properties 2008/237446/23 Representative Trustee Active

Square Peg Properties 2010/023379/23 Representative Trustee Active

Ducatus Props Two 2007/078004/23 Trust Active Ducatus Props One 2007/213182/23 Trust Active Brasfort House 2007/246839/23 Trust Active Bye Bye Maritzburg Properties 2007/246842/23 Trust Active Clifton Dunes Investments 366 2007/246845/23 Trust Active Gotya Props 2 2008/121067/23 Trust Active Ecoform Technologies 2006/026481/07 Director Resigned Zeta Property Holdings 2007/004868/07 Director Resigned

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Faircape Group Holdings 2007/031721/07 Director Resigned Allegra Properties 35 2009/010587/07 Director Resigned Ducatus Group Administration 1993/012709/23 Member Resigned South Tibouchina Investments 1996/003167/23 Member Resigned Deuceprops 1024 1996/024378/23 Member Resigned Sturdyprops 1034 1996/042087/23 Member Resigned IMA Props 29 1999/069063/23 Member Resigned 174 Greyling Street PMB 2000/015369/23 Member Resigned Ziningi Admin 2001/004652/23 Member Resigned 136 Victoria Embankment 2001/040710/23 Member Resigned 64 Durban Road Properties 2001/065520/23 Member Resigned Windfall Wine Farm 2001/084946/23 Member Resigned IMA Rent Collector 4 2003/083892/23 Member Resigned Ducatus Props Two 2007/078004/23 Member Resigned Ducatus Props Five 2007/078123/23 Member Resigned Round Hole Properties 2007/212512/23 Member Resigned Ducatus Props One 2007/213182/23 Member Resigned Wozala Props 2007/224477/23 Member Resigned Ama Superco 6 2008/127499/23 Member Resigned Gotya Props 2 2008/121067/23 Member Resigned Prodigal Properties 2008/237446/23 Member Resigned Truhag Properties 2008/244621/23 Member Resigned Square Peg Properties 2010/023379/23 Member Resigned No 6 Perth Street Properties 1929/001223/07 Director Active Whiteways 1959/002868/07 Director Active Truhag Properties 1983/001020/07 Director Active Lot 3549 Margate 1984/006587/07 Director Active Sleepy Hollow Properties 1984/009311/07 Director Active Farnham Properties 1989/005687/07 Director Active Coquidale Timber Holdings 1990/001653/07 Director Active Mexicabella Investments 1990/007356/07 Director Active Household Linens 1992/003627/07 Director Active Brasfort House 1992/004765/07 Director Active Prodigal Properties 1992/006809/07 Director Active Principled Properties 1993/000619/07 Director Active 166 Boom Street Property 1995/007792/07 Director Active Buchanan And Carbineer Street Properties 1995/009884/07 Director Active

Sub 806 Shortts Retreat 1995/010075/07 Director Active One Nine One Boom Street Share 1995/010445/07 Director Active

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Block Hilton Jacaranda Shopping Centre 1997/019858/07 Director Active Aloeprops 1998/015206/07 Director Active Whirlprops 46 2001/029283/07 Director Active Ama Superco 6 2002/012966/07 Director Active Forsyte Props 2 2002/017989/07 Director Active Bye Bye Maritzburg Properties 2002/026111/07 Director Active Duvet Trading 2004/006416/07 Director Active Whirlprops 56 2004/024411/07 Director Active St Martini Properties 2004/025162/07 Director Active Ducatus Props Four 2005/000101/07 Director Active Ducatus Props Three 2005/000379/07 Director Active Ducatus Props Five 2005/000389/07 Director Active Ducatus Props One 2005/001551/07 Director Active Ducatus Props Two 2005/001661/07 Director Active Round Hole Properties 2005/005596/07 Director Active Shorevest Property Wealth Managers 2006/003004/07 Director Active

Clifton Dunes Investments 366 2006/003005/07 Director Active Little Swift Investments 469 2006/018752/07 Director Active Lorral Construction 1986/022380/23 Member Active Penworth Investments 1987/016797/23 Member Active Speedprops 1000 1993/024422/23 Member Active West Clivia Investments 1996/003205/23 Member Active Southerlands Timber International 1996/026831/23 Member Active

Aloeprops 1996/045292/23 Member Active Factaprops 1036 1996/052289/23 Member Active Limosin Investments 1996/060239/23 Member Active Chop N Wok Fast Food Holdings 1999/062418/23 Member Active Andrew Barnes Marketing 2000/013216/23 Member Active Ima Rent Collector 2000/015360/23 Member Active Rymer Trading 2000/044491/23 Member Active R And A Administration Of Property 2001/004633/23 Member Active

Duzi-‐Corp 2 2001/065439/23 Member Active Duzi-‐Corp 4 2001/065440/23 Member Active Bye Bye Maritzburg Properties 2001/075997/23 Member Active Propatique Corp 8 2001/079624/23 Member Active Ama-‐Corp 51 2001/084947/23 Member Active

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161 Pietermaritz Street Pmb 2003/064392/23 Member Active Household Linens 2005/097964/23 Member Active Ducatus Props Four 2007/078130/23 Member Active Bottomless Pit Properties 2007/212516/23 Member Active Wozala Props 2 2007/224472/23 Member Active Gotya Props 2008/121070/23 Member Active Whirlprops 46 2010/023388/23 Member Active Penworth Investments 1987/016797/23 Member Active Aloeprops 1996/045292/23 Member Active

Stranack Street Properties 1989/039978/23 Representative Trustee Active

Suhaifa Investments 1995/013208/07 Director Resigned West Clivia Investments 2000/001170/07 Director Resigned Shanbar Property Development 2004/025411/07 Director Resigned Mamazana Investments 1996/020209/23 Member Resigned Ligitprops 1032 1996/045289/23 Member Resigned Propalux 1027 1996/056011/23 Member Resigned Propalux 1026 1996/056037/23 Member Resigned Section 6 Hilton Jacaranda 2001/004482/23 Member Resigned Ducatus Investments 30 2000/019865/23 Member Active Ducatus Property Management 2000/016704/23 Member Active 15-‐19 Ordnance Road 2001/009813/23 Member Resigned Eighth Promot Investments Share Block 1971/012727/07 Director Active

T E G S Timbers 1975/000934/07 Director Active J And B Property Holdings 1995/009403/07 Director Active Whirlprops 41 2001/007020/07 Director Active Square Peg Properties 2004/031314/07 Director Active Brashville Properties 11 2005/038184/07 Director Active Round Hole Properties 2007/212512/23 Trust Active

Name: Vathasallum Reddy

Nationality and ID number: South African

5302225127054

Occupation Businessman


Africa

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161 Pietermaritz Street Pmb 2003/064392/23 Member Active Household Linens 2005/097964/23 Member Active Ducatus Props Four 2007/078130/23 Member Active Bottomless Pit Properties 2007/212516/23 Member Active Wozala Props 2 2007/224472/23 Member Active Gotya Props 2008/121070/23 Member Active Whirlprops 46 2010/023388/23 Member Active Penworth Investments 1987/016797/23 Member Active Aloeprops 1996/045292/23 Member Active

Stranack Street Properties 1989/039978/23 Representative Trustee Active

Suhaifa Investments 1995/013208/07 Director Resigned West Clivia Investments 2000/001170/07 Director Resigned Shanbar Property Development 2004/025411/07 Director Resigned Mamazana Investments 1996/020209/23 Member Resigned Ligitprops 1032 1996/045289/23 Member Resigned Propalux 1027 1996/056011/23 Member Resigned Propalux 1026 1996/056037/23 Member Resigned Section 6 Hilton Jacaranda 2001/004482/23 Member Resigned Ducatus Investments 30 2000/019865/23 Member Active Ducatus Property Management 2000/016704/23 Member Active 15-‐19 Ordnance Road 2001/009813/23 Member Resigned Eighth Promot Investments Share Block 1971/012727/07 Director Active

T E G S Timbers 1975/000934/07 Director Active J And B Property Holdings 1995/009403/07 Director Active Whirlprops 41 2001/007020/07 Director Active Square Peg Properties 2004/031314/07 Director Active Brashville Properties 11 2005/038184/07 Director Active Round Hole Properties 2007/212512/23 Trust Active

Name: Vathasallum Reddy


5302225127054

Occupation Businessman


Africa

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Term of office Initial 5 year period and subject to the MOI

Manner of appointment In terms of the MOI

Remuneration ZAR 60 000 per annum calculated on ZAR 15 000 per

meeting attended, including committee meetings.

List of associated companies Director Summary

Directorship Registration Number Director Type Director Status

CBF Leisure Investments 1996/002888/06 Director Active Mavras Investments 2001/006670/07 Director Active Satara Trading 2001/021084/07 Director Active Born Free Investments 311 2005/004483/07 Director Active Tsogo Sun Newcastle 1998/002723/07 Director Resigned S F Suleman Investments 1994/006283/07 Director Active Siyandiza Building And Civil Construction 1997/007913/07 Director Active

Green Oaks Trading 1997/008038/07 Director Active Oakland Leisure Investments (Newcastle) 1997/009965/07 Director Active

Edison Health 1998/007982/07 Director Active Ukusa-‐Lamp And Lighting 1999/024091/07 Director Active S A M Sisonke Natal 1999/025868/07 Director Active Edison Financial Services 2000/008229/07 Director Active Umhlanga Nyakatha Property Investments 2000/014562/07 Director Active

Newcastle Hotel And Property Development 2001/000346/07 Director Active

Trema Investments 2001/003158/07 Director Active Woodroad Investments 2001/004170/07 Director Active Razorbill Properties 189 2001/004599/07 Director Active Usante Capital 2002/007226/07 Director Active Grey Jade Trade And Invest 77 2006/024750/07 Director Active Grey Jade Trade And Invest 86 2006/026578/07 Director Active Newhill Property Investments 1990/035210/23 Member Active Edison Power 1992/008789/23 Member Active Mcclatchey Sisonke Associates Project Managers 1995/025028/23 Member Active

Edison Africa 2000/069533/23 Member Active Newhill Property Investments 1990/035210/23 Member Active Tanglepark Trading 2000/020248/07 Director Resigned

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Oceans Umhlanga Holdings 2016/140223/07 Director Active Oceans Hotel 2016/210810/06 Director Active Kwadukuza Mall 2016/267719/07 Director Active Kwadukuza Value Centre 2016/267630/07 Director Active Fasic Investment Corporation 1997/003335/06 Director Resigned Goldfields Casino And Entertainment Centre 1997/021858/07 Director Resigned

The Lion Match Company 1998/008912/07 Director Resigned Medu Capital 2003/000273/07 Director Resigned Thembeka Facilities Management 2003/032036/07 Director Resigned Wavelengths 230 2002/023674/07 Director Active Usante Investments 2003/008214/07 Director Active Midnight Masquerade Properties 63 2004/008773/07 Director Active

Ningizimu Electrical Engineering And Control Systems 2004/015636/07 Director Active

Siyandisa Power Solutions 2007/022433/07 Director Active Golden Falls Trading 610 2008/004515/07 Director Active Jungle Arrow Trading 107 2011/004532/07 Director Active Performance Electrical 1991/003487/23 Member Active Yati Cabling Reticulation Electrification 2001/001780/07 Director Resigned

Festival Bay Trading 55 2003/019904/07 Director Resigned Flashing Star Trading 98 2003/020002/07 Director Resigned Southern Palace Investments 56 2004/008131/07 Director Resigned Edison Performance Jv 2006/030937/07 Director Resigned Blue Waves Properties 125 2007/005812/07 Director Resigned African Perfomance Electrical 2008/027822/07 Director Resigned Brait South Africa 1960/003893/07 Director Resigned Sitogo Holdings 2004/018117/07 Director Active

Saphila Investments 1998/011294/07 Company Secretary (Natural Person) Active

Saphila Investments 1998/011294/07 Director Active Grand Bridge Trading 199 2005/021188/07 Director Active Akani Leisure Goldfields Investments 2003/026125/07 Director Resigned

Emco-‐Edison Transformer 2008/000230/07 Director Active Winlen Casino Operators 2000/029023/07 Director Resigned Afrisun Kzn Development Trust SPV 2004/025076/07 Director Active

Dolcoast Investments 1995/007115/06 Director Active

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Name: Graham Ian Wood


6906255053086 Occupation Businessman and property developer


Africa

Term of office Indefinite

Manner of appointment Letter of appointment referred to as “MD8”

Remuneration ZAR 60 000 per annum calculated at ZAR 15 000 per meeting

attended, including committee meetings

List of associated companies Director Summary Directorship Registration Number Director Type Director Status Simbithi Eco-‐Estate Homeowner's Association 2004/009153/08 Director Active

Cross Point Trading 67 2006/037826/07 Director Active Atela Investments 2013/218360/07 Director Active GIW Consulting 2016/014656/07 Director Active Atela Investment Holdings 2016/021178/07 Director Active

Eco Navitas 2009/024097/07 Non Executive Director Active

Holiday Inns 1936/008506/06 Director Resigned Cape Hotels Properties (Ep) 1944/017596/06 Director Resigned Sunnyside Park 1963/002706/07 Director Resigned Sabie River Share Block 1963/003920/07 Director Resigned Holiday Inns Hotel Corporation 1966/011866/07 Director Resigned Hotel President Seepunt 1966/012176/07 Director Resigned Drakensberg Sun Hotel Share Block 1967/007156/06 Director Resigned

Southern Sun Hotel Interests 1969/001365/07 Director Resigned Transito Hotels 1969/015914/07 Director Resigned Cape Hotels (Bloemfontein) 1970/006837/07 Director Resigned Southern Sun's Airport Inn 1972/000095/07 Director Resigned Downtown Inn 1972/007415/07 Director Resigned Senath 1973/000632/07 Director Resigned

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Transkei Sun International 1978/060058/06 Director Resigned Drakensberg Sun Hotel 1987/003760/07 Director Resigned The Cullinan Hotel 1988/004685/07 Director Resigned Tsogo Sun Holdings 1989/002108/06 Director Resigned Sun 1 Hotels 1990/005841/07 Director Resigned Merway Fifth Investments 1991/006478/07 Director Resigned Property Investment Company No 1 1993/003095/07 Director Resigned

Property Investment Company No 2 1993/003096/07 Director Resigned








Remainder Of Erf 7723 Parow 1995/006834/07 Director Resigned Erf 151 Roggebaai Cape Town 1995/007317/07 Director Resigned Acquisitive Investments 1996/001699/07 Director Resigned Sun International Vacation Club Sales 1996/007218/07 Director Resigned

Volnay Investments 1996/010385/07 Director Resigned Vidual Investments 1996/011575/07 Director Resigned Affirmed Investments 1996/016050/07 Director Resigned Propalux 179 1997/009138/07 Director Resigned Sheerprops 116 1997/019016/07 Director Resigned Sheerprops 194 1997/019926/07 Director Resigned Sheerprops 193 1997/019998/07 Director Resigned Miss South Africa 1998/003326/07 Director Resigned Bedrose Investments 1999/028504/07 Director Resigned Reshub 2002/002584/07 Director Resigned Southern Sun Hotels 2002/006356/07 Director Resigned Tsogo Sun Gaming 2002/006402/07 Director Resigned

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Tsogo Sun Hotels Gaming And Entertainment 2002/006556/07 Director Resigned

Southern Sun Middle East Investment Holdings 2004/007525/07 Director Resigned

Wild Coast Sun Manco 2004/027588/07 Director Resigned Southern Sun Offshore 2006/003973/07 Director Resigned Tourism Business Council Of South Africa 2008/011486/08 Director Resigned

Woodwil Property Investments 2007/026388/23 Member Resigned Square Root Designs 2001/082131/23 Member Active 73 Highland Gate 2004/098729/23 Member Active Songhai Travel 1986/001363/07 Director Resigned

2.2 Details of the Company's auditors, and attorneys

Designation Company Business address

Auditors PKF (Durban) (Partnership)

SAICA registration number

906352E.

2nd Floor, 12 on Palm

Boulevard, Gateway, Umhlanga,

South Africa

Attorneys Shepstone & Wylie (Partnership) 24 Richefond Circle, Ridgeside

Office Park, Umhlanga Rocks,

4319, South Africa

2.3 Details of the Company’s bankers

Standard Bank Of SA Ltd

Registration number

1962/000738/06

Commercial Banking KZN 1 Kingsmead Way, Kingsmead,

Durban

2.4 Details of the Company secretary

Name Business address Qualifications

Ramathe, Desai, Bhagat &

Jeena (Partnership)

101 Dr R D Naidu Drive (previous

name Stanley Copley Drive)

Overport, Durban

Chartered Accountants (S.A)

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2.5 Borrowing powers

In terms of its MOI, the Company may borrow unlimited amounts subject to the discretion

and resolution by the Directors. The borrowing powers of the Company may be varied by the

shareholders by amending the Company's MOI to limit the board's borrowing powers. Such an

amendment requires a special resolution of the Company's shareholders.

2.6 Third party management

2.6.1 The business of the Company will be to operate a hotel in the leisure and

business conferencing industry. The operations of the business will be

performed for the Company by Rezidor under the Management Agreement.

The registered office of Rezidor is Suite 104, Clocktower Office Suites, V&A

Waterfront, Cape Town.

2.6.2 The services to be rendered by Rezidor encompass all aspects of the Ocean

Hotel’s operations, maintenance, reservations and marketing. Rezidor will not

employ any staff save for such specialist employees and management that

they require. All other staff will be employed by the Company.

2.6.3 Rezidor will be remunerated as follows:

2.6.3.1 a recurring base fee equal to a percentage of total revenue;

2.6.3.2 a recurring management fee based on adjusted gross operating

profit, provided certain adjusted gross operating thresholds have

been achieved;

2.6.3.3 a recurring sales, marketing and advertising fee based on a

percentage of gross room revenue;

2.6.3.4 a recurring room reservation fee; and

2.6.3.5 a once-‐off technical services fee.

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3. HISTORY, STATE OF AFFAIRS AND PROSPECTS OF THE COMPANY (Regulation 59)

3.1 The Company has been incorporated for the purpose of developing and thereafter

conducting the operations of the Oceans Hotel on a portion of the Parent Property

situated in Umhlanga Rocks.

3.2 The Company has concluded the Real Right Sale Agreement with Devco from whom the

Company will acquire the Real Right, subject to it developing the Oceans Hotel in terms

of the Turnkey Agreement. Upon completion of the Oceans Hotel and registration of

the Amending Plan, the Hotel Unit relating to the Oceans Hotel will be incorporated into

the Scheme. The Oceans Hotel will have a grading of 4 to 5 stars and have the following

facilities:

3.2.1 206 rooms;

3.2.2 Conference facilities including a ballroom that can cater for up to 500 people;

3.2.3 138 dedicated hotel parking bays;

3.2.4 Lobby lounge and coffee shop;

3.2.5 All day dining restaurant and bar; and

3.2.6 A pool deck.

3.3 The Company was incorporated as a public company on 20 May 2016. The Company

has not conducted business save for the necessary aspects relating directly to this Offer

including the conclusion of the Oceans Agreements.

3.4 It is the opinion of the Directors that the prospects of the Company are good and that

the business of the Company will be conducted in a viable and sustainable manner,

provided that the Company is adequately capitalized and the market conditions as

premised in this Offer, prevail. The Directors hold this opinion because the business

model is supported by thorough market research and positive prevailing and expected

market conditions affecting the hotel and leisure industry, the valuable input of

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acknowledged industry experts and professional services organizations in determining

the requisite level of capitalization, and the wealth of experience of the Directors as

businessmen and experts.

3.5 Currently the Company has no material liabilities other than those contingent on the

success of this Offer, which liabilities have been funded by Holdco by means of an inter-‐

company loan. The Company will have an asset being the Real Right in terms of the Real

Right Sale Agreement and, once the Oceans Hotel is completed and the Amending Plan

is registered, will acquire ownership of the Hotel Unit.

3.6 The Parent Property is situated at the intersection of Lighthouse Road, Flamingo Drive

and Lagoon Drive in Umhlanga, in extent approximately 5.1356 hectares.

3.7 The Real Right Sale Agreement is subject to two conditions precedent more fully

described in Paragraph 1 of Section 4, which also deals with the consequences of such

conditions not being fulfilled.

3.8 It is expected that construction of the Oceans Hotel will commence on or about the first

quarter of 2017 and that the Company will commence with the Oceans Hotel

operations on or about the fourth quarter of 2018, but no later than 01 December

2020.

3.9 As the Company is recently incorporated, the Company has not traded in the past three

years and therefore no details regarding its turnover, profits, losses or dividends for this

period are available.

4. SHARE CAPITAL OF THE COMPANY (Regulation 60)

4.1 The Company has 50 million authorised ordinary no par value F class shares, of which

10 268 467 were issued to Holdco.

4.2 The Company also has 100 million authorised ordinary no par value shares. The

Company intends to issue 30 805 396 ordinary no par value Offer Shares at an Offer

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Price of ZAR 20 (twenty rand) per share in terms of this Offer, if fully subscribed. The

Company has issued 100 ordinary shares to Holdco in order to give effect to ordinary

shareholder resolutions prior to the date of this prospectus i.e. to amend the capital

structure of the Company.

4.3 There are no shares other that the ordinary no par value Offer Shares and the F-‐class

shares that have been authorised or issued.

4.4 Since its incorporation, the Company altered its capital structure in order to

accommodate the business of the Oceans Hotel as follows:

4.4.1 The number of authorised ordinary no par value shares has been increased from one million to 100 million shares; and

4.4.2 A new class of share styled F shares authorised and numbering 50 million at no par value has been created.

4.5 The Company has not issued or offered any other shares to the public in the preceding

three years.

5. OPTIONS OR PREFERENTIAL RIGHTS IN RESPECT OF SHARES (Regulation 61)

5.1 There are no options or preferential rights attaching to any shares, save for the first

issue of F-‐class shares as follows:

5.1.1 Holdco may, until conclusion of the Company's 5th AGM following 20 May

2016, appoint the board of directors to the Company;

5.1.2 Holdco, as the founding shareholder, has given a special undertaking that it

will not be entitled to any dividend on its F-‐Class shares for the first three

years of operation of the Company, provided that this undertaking shall not

apply when, and only when the dividend yield on ordinary shares exceed 7% in

any particular year, and the subsequent declaration of a dividend on the F-‐

Class shares shall not cause such dividend yield to reduce to below 7% of

capital invested.

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5.2 In order to promote broad based black ownership, the Directors will, in the event of an

oversubscription for the Offer Shares in terms of this issue, give preference to Black

persons as defined in the Constitution of the Republic of South Africa and in the Broad

Based Black Economic Empowerment Act, 2003.

6. COMMISSIONS PAID OR PAYABLE IN RESPECT OF UNDERWRITING (Regulation 62)

6.1 This Offer is not underwritten and consequently the Company will not pay commission

to any person in respect of underwriting.

7. MATERIAL CONTRACTS (Regulation 63)

7.1 Details of the Directors' interests in the Company and emoluments are contained in

paragraph 2.1 of Section 1.

7.2 Directors’ remuneration / appointment letters: No letters are attached as the founding

Directors’ appointment is regulated by the MOI.

7.3 Royalties: No royalties are payable by the Company.

7.4 Managerial remuneration / appointment letters: No appointments have been made as

at date hereof due to the conditional nature of the Oceans Development and the

prerequisite raising of capital in terms of this Offer.

7.5 Secretarial fees / appointment letters: Attached as Annexure” P1” hereto together with

their letter of consent for the publication of their name in this prospectus. The

Company Secretary receives annual fees in the amount of ZAR 200 000.

7.6 Technical fees: The technical fee payable to Rezidor is ZAR 1 000 000. There are no

further technical fees not included in the analysis of the costs associated with this Offer

below.

7.7 The following Agreements and supporting documentation which are regarded as

material to the Company, have been concluded by the Company during the two years

prior to the date of the Prospectus, and are available for inspection at the Company’s

primary place of business:

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7.7.1 Real Right Sale Agreement between the Company and Devco dated 03

October 2016 regarding the acquisition by the Company from Devco of the

Real Right to develop the Oceans Hotel, and in the pack of material

documents available for inspection, referred to as “MD2”;

7.7.2 Turnkey Heads of Agreement between the Company and Devco dated 03

October 2016. regarding the appointment of Devco by the Company to

undertake the development and construction of the Oceans Hotel, and in the

pack of material documents available for inspection, referred to as “MD3”;

7.7.3 Management Agreement between the Company and Rezidor, dated June

2016, in terms of which the Company has appointed Rezidor to manage the

Oceans Hotel on its behalf, and in the pack of material documents available

for inspection, referred to as “MD4”;

7.7.4 The title deeds to Rem of Erf 379, currently owned by Devco under Deed of

Transfer No T18375/2011, and in the pack of material documents available for

inspection, referred to as “MD 5”;

7.7.5 The title deed to Portion 2 of Erf 379, currently owned by Devco under Deed

of Transfer No T24343/2016, and in the pack of material documents available

for inspection, referred to as “MD6”; and

7.7.6 A schedule containing the project valuation together with timelines linked to

milestones, marked as “MD7.1 through MD7.4”.

8. INTEREST OF DIRECTORS AND PROMOTORS (Regulation 64)

8.1 The provisions of this Regulation are not applicable as this offer is not limited as

contemplated in Regulation 55. Disclosures made here are made in the interest of

transparency.

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8.2 The Company has not within three years prior to the date of this Prospectus, paid, or

agreed to pay, any consideration to a Director, a person related to the Director, any

company in which the Director has an interest or serves as director, or any partnership,

syndicate or other association of which the director is a member, to induce the director

to become a Director, to qualify as a Director, or for services rendered by the director or

a company, partnership, syndicate or other association in connection with the

promotion or formation of the Company.

8.3 The Directors have the following direct and indirect material interests:

8.3.1 The Vathasallum Reddy Family Trust is a beneficiary of the Gotya Trust, which

owns 50% of the issued shares of Holdco. Vathasallum Reddy is a beneficiary

of the Vathasallum Reddy Family Trust.

8.3.2 50% of the shares in Holdco are owned by R&A Admin (Pty) Ltd. Robert

Alexander is, by virtue of this shareholding, an indirect beneficiary of the

shares in Holdco.

8.4 The two directors of the Company, Messrs Reddy and Alexander are also directors of

Devco and Holdco.

8.5 The Company will from-‐time-‐to-‐time enter into agreements with independent financial

advisers to assist it is procuring subscriptions in terms of this offer. In terms of such

agreements, which are not regarded as material, the advisers remain independent and

are not employed by the Company in any capacity. The Company will pay commission

to such advisers in respect of the sale of its shares, which commission has been

calculated as part of the costs relating to this issue. A list of approved financial advisers

will be published and maintained on the Company’s website. Subscribers are cautioned

to conduct their own due diligence when dealing with financial advisers.

9. LOANS (Regulation 65)

At the date of this Prospectus, the Company has not made any loans, but has been granted

credit by Holdco to fund its obligations. The balance of the inter-‐company loan at the date of

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this prospectus amounted to ZAR 399 618.20. The loan is interest free and repayable on

demand from Holdco.

10. SHARES ISSUED OR TO BE ISSUED OTHERWISE THAN FOR CASH (Regulation 66)

The Company has issued 10 268 467 F-‐ class shares to Holdco as founding shareholder, for a

consideration of one cent each.

11. PROPERTY ACQUIRED OR TO BE ACQUIRED (Regulation 67)

11.1 Devco (which had previously changed name from Gotya Props Proprietary Limited and

in turn been converted from Gotya Props CC):

11.1.1 Currently owns Rem of Erf 379 and Portion 2 of Erf 379; and

11.1.2 Will subdivide Rem of Erf 379 into proposed Portion 14 of Erf 379 Umhlanga

Rocks in extent 4.8587 hectares ("Portion 14") leaving the remainder, in

extent 2.2256 hectares ;

11.1.3 Will then consolidate Portion 14 with Portion 2 of Erf 379 to establish the

Parent Property, proposed Portion 15 of Erf 379 Umhlanga Rocks, Registration

Division FU, Province of KwaZulu-‐Natal, in extent approximately 5.1356

hectares.

11.2 The Company has concluded the Real Right Sale Agreement with Devco in terms of

which the Company will, upon successful conclusion of this Offer and fulfillment of

certain conditions, acquire the Real Right to develop the Oceans Hotel, and thereafter,

once the Oceans Hotel is complete and the Amending Plan is registered, acquire

ownership under sectional title of the Hotel Unit comprising the Oceans Hotel.

11.3 The consideration to be paid by the Company to Devco, for the:

11.3.1 Acquisition of the Real Right is ZAR 56 044 000;

11.3.2 Proportionate contribution to bulk infrastructure is ZAR 13 764 806; and

11.3.3 Development and construction of the Oceans Hotel is ZAR 517 592 713.

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12. AMOUNTS PAID OR PAYABLE TO PROMOTERS (Regulation 68)

The Promoter of the Company is Holdco. Holdco’s details are recorded in section 1, paragraph

2.1 . The Promoter receives no fees for acting as such.

13. PRELIMINARY EXPENSES AND ISSUE EXPENSES (REGULATION 69)

13.1 The preliminary expenses in the period leading up to the date of the Prospectus is

indivisible from the direct expenses relating to this issue, as the Company has not

traded before and was incorporated immediately prior to the date of this Prospectus.

All expenses incurred prior to the date of issue of the Prospectus have been funded by

the Promoter.

13.2 The estimated amount of expenses relating to this issue is ZAR 20 967 644.

13.3 The issue expenses are payable to the following parties:

13.3.1 PKF (Durban) auditors;

13.3.2 Deloitte & Touche tax advisors;

13.3.3 Shepstone & Wylie attorneys;

13.3.4 eas-‐e comply Proprietary Limited, prospectus compliance advisers;

13.3.5 Computershare Investor Services (Proprietary) Limited transfer secretaries;

13.3.6 BrandGenetics;

13.3.7 Africa Investment Aggregators Ltd; and

13.3.8 Various independent investment advisors and intermediaries.

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14. RISKS ASSOCIATED WITH INVESTMENT

Type of Risk Description Mitigation of the risk Our assessment of risk

Liquidity risk This is the risk that an investor share

may not be able to be traded freely due to the fact the company is not listed.

• Holding company will acquire shares • The company will create interest in the OTC

market • Directors will consider viability of listing after 5

years

Medium to High

Low Returns The risk that the investment does not generate the return mentioned on the

prospectus

• Underlying assumptions on which revenue is projected are extremely conservative

• Directors commitment to favour ordinary shareholders with dividend payments

• Unique revenue model comprising hotel operations as well as a property type income

stream

Low to Medium

Sectional title scheme The risk that the sectional title scheme cannot be opened and the real right

registered there against.

The sectional title scheme comprises the entire Oceans Development and as such, the apartments, which have been sold out are in the process of

being registered and the scheme opened

Low

New Business This is the risk of failure of a new business and consequent loss of

investment

• The company will be properly capitalised • The directors have substantial business

experience • Viability was confirmed by industry experts

• Operations will be conducted by an international firm which specialises in the hotel industry

• The hotel is part larger development of which the other components have already successfully

been launched.

Low

Overall Assessment

Our assessment of the overall risk to an investor is that this is

a low to medium risk investment, but that is must be

positioned properly to investors who seek a balance between capital growth and income. Investors who are

sensitive to liquidity risk over the short term should exercise

caution.

Operational Risk

We express no opinion on any risks associated with the

company which emanate from the conduct of its business.

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SECTION 2 – INFORMATION ABOUT THE OFFERED SECURITIES

1. PURPOSE OF THE OFFER (Regulation 70)

1.1 The purpose of the Offer is to ensure that the Company has adequate capital to pay the

purchase price for the Real Right, its contribution to bulk infrastructure, the costs of

constructing the Hotel including the costs to furnish and equip the Hotel in order to

commence with business, and the costs to defray the expenses related to this Offer. The

amount required to be raised under this Prospectus is made up as follows:

Purchase price of Real Right ZAR 56 044 000 Contribution to bulk infrastructure ZAR 13 764 806 Cost of construction of Oceans Hotel ZAR 517 592 713 Pre-‐opening expenditure to be capitalised ZAR 13 925 046 Provision for issue expenses, working capital and contingencies

ZAR 20 781 355

Less: Key Money Contribution from Rezidor (ZAR6 000 000) Total ZAR 616 107 920

1.2 The amount sought to be raised under this Prospectus exceeds the minimum amount of

subscriptions referred to in section 2, paragraph 4 hereunder by ZAR 154 026 979. The

reason for this is that the Company should be able to obtain debt finance for balance.

The minimum amount required in terms of this Prospectus has been carefully calculated

in order to allow the Company to enhance and preserve its dividend policy, that is, to

pay the highest dividend possible to its shareholders. The Company will therefore

endeavour to raise all its capital requirements by way of this issue

1.3 All capital raised will be applied in the following order of preference:

1.3.1 Acquisition of the Real Right and contribution to bulk infrastructure;

1.3.2 Construction of the Oceans Hotel;

1.3.3 Issue expenses; and

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1.3.4 Furniture, fittings and equipment for Oceans Hotel.

2. TIME AND DATE OF THE OPENING AND CLOSING OF THE OFFER (Regulation 71)

This offer opens on 23 January 2017 and closes at 24h00 on 22 May 2017.

3. PARTICULARS OF THE OFFER (Regulation 72)

3.1 The Company offers only one class of ordinary share for subscription as set out below.

Class of share Issue Price Price per share Number of

shares to be

issued

Conditions

attaching

Ordinary no par

value

ZAR 20 per

share

ZAR 20 30 805 396 None

3.2 In the event of this offer being fully subscribed, the ordinary share structure will be as

follows:

Class of share Issue Price Price per share Number of

shares issued

Conditions

attaching

Ordinary no par

value issued to

new subscribers

ZAR 20 per

share

ZAR 20 30 805 396 None

Ordinary no par value issued to Holdco

ZAR 1 per share ZAR 1 100 None

3.3 In the period prior to the date of this Prospectus, the Company on 03 October 2016

issued 10 268 467 F class no-‐par value shares to Holdco.

3.4 The price for which the shares were issued to Holdco was one cent each.

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3.5 The Company has not, prior to the date of this Prospectus, issued any shares at a

premium.

4. MINIMUM SUBSCRIPTION (Regulation 73)

4.1 The minimum subscription value that the Company must obtain through this Offer is, in

the opinion of the Directors, ZAR 462 080 939 being the amount required to purchase

the Real Right, the contribution towards bulk infrastructure and to construct the Hotel

to a level where alternative interest-‐bearing finance can be obtained without such

finance having a material impact on the Company’s ability to sustain its dividend policy.

In the event that the minimum subscription is not achieved, all subscribers’ capital will

be repaid in accordance with the Regulations issued under the Companies Act.

4.2 The purchase price of the Real Right and contribution to bulk infrastructure is ZAR

69 808 806.

4.3 The cost of construction of the Hotel is ZAR 517 592 713.

4.4 The working capital required by the Company, including pre-‐opening costs and

contingencies and expenses relating to this issue has been estimated at ZAR 28 706 399.

4.4 In the event that the minimum subscription value is exceeded but the total amount

sought in terms of this Offer is not raised, the difference between the required amount

and the actual amount raised in subscriptions will be financed by the Company as

interest bearing debt.

SECTION 3 – STATEMENTS AND REPORTS RELATING TO THE OFFER

1. STATEMENT AS TO ADEQUACY OF CAPITAL (Regulation 74)

The minimum subscription provided in paragraph 4.1 above is inadequate for the Company to

commence with business, without taking on debt. The amount required to be financed will not

be substantial in comparison to the Company’s assets, and will serve to augment the assets

through the further development of, and making operational the Oceans Hotel. Any shortfall

will be financed through normal commercial bank loans and failing that, by a loan from Holdco

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on standard commercial terms including the costs normally associated with the provision of

sureties or guarantees.

2. REPORT BY DIRECTORS AS TO MATERIAL CHANGES (Regulation 75)

In view of the recent incorporation of the Company, there have been no changes in the assets

and liabilities of the Company between the date of the Company’s incorporation and the date

of the Prospectus.

3. STATEMENT AS TO LISTING ON STOCK EXCHANGE (Regulation 76)

No application has been made to any stock exchange for the listing of the shares subject to

this Offer.

4. REPORT BY AUDITOR WHERE BUSINESS UNDERTAKING IS TO BE ACQUIRED (Regulation 77)

No report is furnished as no undertaking will be acquired by the Company using the proceeds

of the issue of the Offer Shares. The acquisition of the Real Right resulting in eventual

ownership of the Oceans Hotel is dealt with under section 1: paragraph 11 above.

5. REPORT BY AUDITOR WHERE COMPANY WILL ACQUIRE A SUBSIDIARY (Regulation 78)

No report is furnished as no subsidiary will be acquired using the proceeds of the issue of the

Offer Shares. The acquisition of the Real Right resulting in eventual ownership of the Oceans

Hotel prior to furnishing is dealt with under section 1: paragraph 11 above.

6. REPORT BY AUDITOR OF COMPANY (Regulation 79)

A report as required by the Auditor of the Company, PKF (Durban) has been prepared and

contained, together with Annexures P4, P5 and P6 prepared by the Directors, in the following

annexures hereto:

6.1 Annexure “P2”: Independent Reporting Accountant’s Limited Assurance Report on

the Forecast Statements of Comprehensive Income;

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6.2 Annexure “P3”: Independent Reporting Accountant’s Limited Assurance Report on

the Pro forma Statements of Financial Position;

6.3 Annexure “P4” Independent Reporting Accountant’s Regulation 79 report;

6.4 Annexure “P5”: Forecast Statements of Comprehensive Income (prepared by

Directors);

6.5 Annexure “P6” Pro forma statement of Financial Position (prepared by Directors)

6.5 Annexure “P7”: Accounting Policies (prepared by Directors; And

6.6 Annexure “P12”: Audited financial statements for the period ending

SECTION 4 – ADDITIONAL MATERIAL INFORMATION

The following information which is material to the Offer has not been included in sections 1, 2 or 3

above:

1. CONDITIONS AND CONSEQUENCE OF NON FULFILMENT

1.1 The Real Right Sale Agreement is subject to the conditions that:

1.1.1 Within 40 business days after the date of issue of the Prospectus, the

Company raises at least ZAR 462 080 940 being the minimum subscription

target for the Offer;

1.1.2 The Register for the Scheme has been opened in the Pietermaritzburg deeds office.

1.2 The Turnkey Agreement is subject to the conditions that:

1.2.1 All conditions in the Real Right Sale Agreement have been fulfilled within the time provided in such agreement;

1.2.2 The formal building plans for the Oceans Hotel have been approved by the eThekwini Municipality.

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1.3 Should the minimum subscription target referred to in Section 2, paragraph 4 be

achieved, and the Offer Shares are issued to the successful Applicants, but all the

conditions precedent referred to above are not fulfilled (those referred to in

paragraphs 1.1.2 and 1.2.2, within a time agreed to by the directors of Devco), the Real

Right Sale Agreement and the Turnkey Agreement will lapse, and the Company will,

unless it can make alternative suitable arrangements for the continuation of the Oceans

Hotel project, refund the Issue Price to the Applicants.

2. DETAILS OF SUBSCRIPTION PROCESS

2.1 A subscription form in respect of the Offer is included with the Prospectus, which form

must be completed by Applicants who wish to accept the Offer. The form must then be

submitted by hand, facsimile or postal delivery as set out below. Once submitted,

applications are irrevocable and may not be withdrawn or reduced.

2.2 Applicants will be required to subscribe for a minimum number of 50 (fifty) shares

totaling ZAR 1000 (one thousand rand).

2.3 Applicants must apply for Offer Shares in their own name, in the name of a company,

close corporation or a trust. No applications by partnerships or other joint applications

will be accepted.

2.4 All subscription forms must be completed in accordance with the provisions of this

Prospectus and the instructions set out in the subscription form.

2.5 Applicants are advised to take postal delivery times into consideration when posting

their subscription form as no late postal deliveries will be accepted. Each envelope

should contain one subscription form and must be clearly marked “Oceans Offer”.

2.6 Applications with confirmed payment are irrevocable, and, once submitted, may not be

withdrawn without the written consent of the Company. Applicants who are private

individuals or corporate entities with a turnover or asset value of below R2 million at

the time this subscription form is signed, will be entitled within 5 days from the signing

of the subscription form, to cancel the agreement, on condition that this is done in

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writing and submitted to the place of business of the Company prior to the close of this

5 day cooling-‐off period.

2.7 In the event that any application is accepted for a lesser number of ordinary shares than

applied for, the excess amount will be refunded to the Applicant. This amount will be

paid by electronic transfer into the bank account that is stated in the subscription form,

at the Applicant’s risk of such non fulfilment, on or about the fifteenth day after close of

this offer.

2.8 Payment may only be made by bank guaranteed cheque or an electronic transfer. The

use of postal orders, cash or telegraphic transfers will not be accepted. If a cheque is

used as the form of payment, it must be attached to and submitted with the relevant

subscription form. Cheques must be crossed and marked “non-‐transferrable” and made

payable in accordance with the instructions on the Application form. An electronic

funds transfer must be evidenced by a proof of payment with the Applicant’s ID number

or entity registration number as reference.

2.9 All money received in respect of applications will be paid into a trust account with

Computershare, and will not be used or made available for purposes of the Company or

for the satisfaction of its debts until the later of the closing date of the Offer, subject to

the minimum subscription target being met.

2.10 Remittances and applications will only be accepted as complete when the relevant

cheque/electronic funds transfer has been paid/made and cleared. Should any cheque

or electronic funds transfer be dishonoured/fail, the Directors may in their absolute

discretion regard the relevant application as revoked or take such other steps in regard

thereto as they may deem fit.

2.11 The ordinary shares shall be issued in the currency of South Africa. Ordinary shares will

trade in certificate share format. The Company may opt in time to trade in electronic

format (dematerialized ordinary shares). In order to trade on this platform, ordinary

shareholders will first have to dematerialise their ordinary shares. A copy of share

certificates will be posted by registered mail, at the risk of the Applicant, to the address

shown on the subscription form. Original share certificates will be kept in safe keeping

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by the Transfer Secretaries of the Company. No contrary instruction will be accepted.

Requests for the issue of replacement ordinary share certificates must be made in

writing and be accompanied by an acceptable indemnity.

3. CONSENTS

Each of the attorneys, bankers, auditors, experts and company secretary have given and have

not, prior to the last practicable date, withdrawn consent in writing to the inclusion in this

Prospectus of their names and, where applicable, their reports, in the form and context in

which they appear. These consents are attached hereto marked respectively:

Consent by company secretary: “P1”

Consent by Attorneys: “P8”

Consent by expert: “P9”

Consent by bank: “P10”

Consent by auditors: “P11”

Signed on behalf of the Company at Umhlanga, on 21 Occtober 2016

_____________________________________

Director: V. Reddy

_____________________________________

Director: R.E. Alexander

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by the Transfer Secretaries of the Company. No contrary instruction will be accepted.

Requests for the issue of replacement ordinary share certificates must be made in

writing and be accompanied by an acceptable indemnity.

3. CONSENTS

Each of the attorneys, bankers, auditors, experts and company secretary have given and have

not, prior to the last practicable date, withdrawn consent in writing to the inclusion in this

Prospectus of their names and, where applicable, their reports, in the form and context in

which they appear. These consents are attached hereto marked respectively:

Consent by company secretary: “P1”

Consent by Attorneys: “P8”

Consent by expert: “P9”

Consent by bank: “P10”

Consent by auditors: “P11”

Signed on behalf of the Company at Umhlanga, on 21 Occtober 2016

_____________________________________

Director: V. Reddy

_____________________________________

Director: R.E. Alexander

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_____________________________________

Director: G.I. Wood

[THE FORM BELOW TO BE AFFIXED TO THE PROSPECTUS AS A PERFORATED PAGE]

SUBSCRIPTION FORM FOR ORDINARY NO PAR VALUE SHARES IN OCEANS HOTEL LIMITED

To: The Directors, Oceans Hotel Limited ("the Company")

OFFER TO SUBSCRIBE FOR ORDINARY NO PAR VALUE SHARES IN THE COMPANY

Applicant information

Surname and title, or name of company/trust/CC

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_____________________________________

Director: G.I. Wood

[THE FORM BELOW TO BE AFFIXED TO THE PROSPECTUS AS A PERFORATED PAGE]

SUBSCRIPTION FORM FOR ORDINARY NO PAR VALUE SHARES IN OCEANS HOTEL LIMITED

To: The Directors, Oceans Hotel Limited ("the Company")

OFFER TO SUBSCRIBE FOR ORDINARY NO PAR VALUE SHARES IN THE COMPANY

Applicant information

Surname and title, or name of company/trust/CC

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Surname and title or name of spouse (if Applicant married in community of property)

First names, or name of company director/trustee/member

Identity number, or registration number of company/trust/CC

Business address

Postal address

Residential address

Telephone number (work)

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Telephone number (home)

Telephone number (cell)

E mail

Whereas the Applicant confirms his/her intention to participate in the share capital of the Company

by purchasing ordinary shares in the Company in accordance with the Offer extended to the

Applicant in the Prospectus, a copy of which had been handed to the Applicant, and the Applicant

hereby acknowledges that he/she/it knows and understands the contents thereof.

Now therefore:

1. I/we the undersigned Applicant confirm that I/we have full legal capacity to contract and do

hereby irrevocably apply for the allotment to me/us of the under-‐mentioned number of

ordinary shares in the shareholding of the Company, subject to the Memorandum of

Incorporation of the Company, and rules of the Company that may be in existence or will be

entered into by the shareholders of the Company.

2. The Applicant confirms that no act, representation, guarantee or warranty of any nature

whatsoever has been made or given to him/her by the Company or any of its representatives,

save as set out in the Prospectus. The Applicant's signature to this agreement shall be

deemed to supersede all previous verbal or written agreements between him/her and the

Company or its agent or any of their representatives.

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3. I/we the undersigned, duly authorised, hereby submit to you an irrevocable application to

subscribe for ordinary no par value shares more fully described below, in the Company,

subject to the terms and conditions and rights, duties and obligations as set out in the

Prospectus, the Company’s MOI and all other documents referred to in the Prospectus. I/we

acknowledge that the acceptance of this offer by the Directors shall constitute a valid and

binding agreement between us and that I/we shall thereafter be a shareholder in the

Company and I/we shall do all things necessary to give effect to the agreement.

4. I/we warrant that we have performed our own due diligence assessments including scrutiny of

the Prospectus, that we are aware of the risks inherent in the offer and if successful, the

subsequent acquisition of the shares and that we have acquainted ourselves with the details

and interests of the Promoters as set out in the Prospectus. In particular, I/we understand the

basis of valuation of privately owned shares and that the shares may be illiquid.

5. I/we acknowledge that the submission of this offer does not guarantee me/us a right to

acquire the shares but that the Directors in their sole discretion may reject this offer or

accept, in part or in whole this offer or amend this offer and by returning such amended offer

to me/us, provide me/us with another opportunity to make application for subscription.

6. I/We acknowledge and agree that in the event of an oversubscription to the offer, the

Directors may, in their sole discretion, allocate to me/us any portion of the total number of

shares subscribed to by me/us and/or give preference to Black persons as defined in the

Constitution of the Republic of South Africa and in the Broad Based Black Economic

Empowerment Act, 2003.

7. I /We acknowledge and agree that I/We may not subscribe for less than 50 ordinary shares

being ZAR1000.

8. The Applicant, if a private individual or corporate entity with a turnover or asset value of

below R2 million at the time this subscription form is signed, shall have 5 days from the

signing of this application to cancel the agreement, which cancellation must be done in writing

and submitted to the place of business of the Company prior to the close of this 5 day cooling-‐

off period. Should the Applicant, for any reason, cancel the agreement thereafter and before

the ordinary shares are issued into the name of the Applicant, a cancellation fee of 12% of the

capital investment shall be forfeited by the Applicant.

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9. Regarding FICA requirements, the Applicant hereby declares that his/her personal particulars

stated in this application are correct and that he/she has provided the following:

Copy of ID, proof of residential address, copy of a cancelled cheque/bank statement, and copy

of company/CC registration documents, trust deed, constitution, and any other documents

required in terms of the FIC Act.

10. The Applicant hereby undertakes to inform the Company timeously in writing of any change

affecting his/her FICA status or of any change in beneficiary or disbursement instructions.

The Company accepts no responsibility for any incorrect disbursement payments made in this

regard.

11. The Applicant hereby declares that the source of the funds to be invested is the

following:

(must be completed)

12. All deposits or payments by the Applicant shall be made to the trust account of Computershare

Investor Services: (The said application form and proof of payment must be sent together to

ensure that funds and application is processed correctly.) In order to obtain banking details

and a unique reference number, Applicant may contact Computershare Investor Services on

the following for any queries or clarity.

0861100914 or +2711 870 8230

13. Payment for the Subscription Offer Shares subscribed for: (i) must be made in full by a bank-‐

guaranteed cheque drawn on a South African bank or banker’s draft drawn on a registered

commercial bank (each of which should be crossed and marked “not transferable”, and in the

case of a cheque with the words “or bearer” deleted), or EFT (into the designated bank

account, details of which are available from the Transfer Secretaries; (ii) must be paid in Rand;

and (iii) if made by bank-‐guaranteed cheque, banker’s draft or proof of payment by EFT, must

be lodged, posted, faxed or emailed, as the case may be, together with the completed

Subscription Form, as follows:

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Oceans Hotel Limited

C/O Computershare Investor Services Proprietary Limited

By hand to: By post to:

Ground Floor PO Box 61763

70 Marshall Street Marshalltown

2001 2107

13.3 By facsimile to: +27 (0) 11 688 5210

13.4 By email to: [email protected]

14 The Transfer Secretaries will not be responsible for any loss and/or damage whatsoever in

relation to or arising from the late or non-‐receipt of faxed or emailed Subscription Forms or

owing to Forms of Instruction being forwarded to any other facsimile number or email address

other than that provided above. Notwithstanding anything to the contrary, it is the Qualifying

Shareholder’s responsibility to ensure that their Form of Subscription is received by the

Transfer Secretaries.

15. DISBURSEMENT INSTRUCTIONS REGARDING APPLICANT’S ACCOUNT

The Applicant hereby instructs the Company to pay the dividends, capital or any other funds

due to the Applicant into the following account (only current/ transmission/ savings accounts

can be processed). PLEASE NOTE THAT NO DISBURSEMENTS WILL BE MADE TO THIRD

PARTIES.

Name of account holder

Bank name

Branch name

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Branch code

Bank account no

16. I/We acknowledge that we are aware that the ordinary shares on offer are unlisted, are not

readily marketable, and that dividends and capital are not guaranteed, but are secured by the

underlying assets of the Company only.

17. I/We confirm that I/we are applying for the under-‐mentioned number ordinary shares, based

on the information contained in or referred to in the Prospectus, which I/we have read and

understand:

No of shares (A) Issue Price (B) Total investments (A x B)

____________ R20 R___________________

Signed at ________________ on this ________ day _________________ of 2016

________________________________

SIGNATURE OF APPLICANT

49

ANNEXURES

50

P1

51

P1

52

P2

53

P2

54

P2

55

P2

56

P3

57

P3

58

P4

59

P4

60

P5

61

P5

62

P5

63

P5

64

P5

65

P6

66

P6

67

P6

68

P6

69

P6

70

P7

71

P7

72

P7

73

P7

74

P7

75

P8

76

P9

77

P10

78

P11

79

P12

80

P12

0

81

P12

1

82

P12

2

83

P12

3

84

P12

4

85

P12

5

86

P12

6

87

P12

7

88

P12

8

89

P12

9

90

P12

10

91

P12

11

92

P12

12

prospectus - oceans hotel invest oceans hotel limited registration number 2016/210810/06 prospectus...

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