prospectus - Colombo Stock Exchange

Transcription

EAP Broadcasting Company Ltd
PROSPECTUS
D E B E N T URE
U R E ISSUE
IS SUE
2 015
01 5
MANAGERS TO THE ISSUE
PEOPLE’S BANK
INVESTMENT BANKING UNIT
EAP Broadcasting Company Limited
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PROSPECTUS 2015
Debenture Issue 2015
www.eapholdings.lk
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“THE COLOMBO STOCK EXCHANGE (CSE) HAS TAKEN REASONABLE CARE TO ENSURE
FULL AND FAIR DISCLOSURE OF INFORMATION IN THIS PROSPECTUS.HOWEVER, THE
CSE ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE STATEMENTS MADE,
OPINIONS EXPRESSED OR REPORTS INCLUDED IN THE PROSPECTUS. MOREOVER, AS
PER THE CSE DEBT SECURITIES LISTING RULES SECTION 2.2.1(i) THE PAR VALUE OF A
DEBENTURE SHALL BE HUNDRED RUPEES(Rs. 100)”
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EAP BROADCASTING COMPANY LIMITED
Issue of Fifteen Million (15,000,000) Listed Rated Redeemable Debentures (with a Sinking Fund
Mortgaged in favour of the Trustee) of LKR 100/- each with an option to issue up to a further Fifteen
Million (15,000,000) Debentures in the event of an over subscription of the initial Fifteen Million
(15,000,000,) Debentures.
TO BE LISTED ON THE COLOMBO STOCK EXCHANGE
ISSUE OPENS ON 11th June 2015
MANAGERS TO THE OFFERING
Treasury – Investment Banking Unit
13th Floor, No 75, Sir Chittampalam A. Gardiner Mw,
Colombo 02.
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CORPORATE INFORMATION
The Company / Issuer
Legal Form
The Company was incorporated in Sri Lanka on 06th July 1992 under
the name and style "Extra Terrestrial Vision (Private) Limited", and
subsequently this was changed to E.A.P. Network (Private) Limited
on 30th April 1996, where the company was registered in terms of the
provision of Act No. 07 of 2007 on 21st August 2008, the company name
has been changed to E.A.P. Broadcasting Company (Private) Limited on
16th May 2012 and again changed as E.A.P. Network (Private) Limited
on 31st October 2012. The status of the company was changed as E.A.P.
Network Limited on 28th August 2013 and the name was again changed
to E.A.P. Broadcasting Company Limited on 11th September 2013.
Company Registration No
PV2034 PB
Company Rating
BBB by Lanka Ratings Agency Ltd
Registered Address
No 676, Galle Road, Colombo 03.
Tel: + 94 11 2599650
Fax: +94 11 2503788
[email protected]
www.eapholdings.lk
Company Secretaries
SSP Corporate Services Pvt Ltd
No 101, Inner Flower Road,
Colombo 03
Tel +94 11 2573894 +94 11 2576871
Fax +94 11 2573609
Auditors to the CompanyKPMG
Chartered Accountants,
No 32, Sir Mohamed Macan Marker Mawatha,
Colombo 03.
Tel: +94 11 5 426426
Fax: +94 11 2 445872
Board of Directors
Dr. Dayanath Jayasuriya
Mr. Mano Tittawella
Mr. Jeewaka Edirisinghe
Mrs. Deepa Edirisinghe
Mr. Nalaka Edirisinghe
Mr. Asanka Edirisinghe
Mr. N.I. Russell De Mel
Mr. M.P. Jayawardena
Mr. Bertal Pinto-Jayawardena
Managers to the Issue
People's Bank Investment Banking Unit.
People's Bank Head office,
13th floor,
No.75, Sir Chittampalam A Gardiner Mawatha,
Colombo 02.
Tel: +94 11 2 206795-6
Fax: +94 11 2 458842
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Chairman
Deputy Chairman
Director
Director
Director
Director
Director
Director
Director
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Lawyers to the Issue
Nithya Partners
Attorneys at law
No.97A, Galle Road
Colombo 03
Tel +94 11 2335579
Fax +94 11 2328817
Registrars to the Issue
SSP Corporate Services (Pvt) Ltd
No 101, Inner Flower Road,
Colombo 03
Tel +94 11 2573894 +94 11 2576871
Fax +94 11 2573609
Bankers to the Issue
People's Bank
No.75, Sir Chittampalam A Gardiner Mw,
Colombo 02
Trustee to the Issue
Bank of Ceylon Investment Banking Division,
Bank of Ceylon Head Office,
Bank Square, No 1, Bank of Ceylon Mawatha,
Colombo 01.
Tel +94 11 2340890
Fax +94 11 2340890
Rating Agency
Lanka Ratings Agency Ltd.
No.11, Melbourne Avenue,
Colombo 04.
Tel: +94 11 2 553089
Fax: +94 11 2 553090
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LIST OF ABBREVIATIONS
AER
Annual Effective Rate
ATS
Automated Trading System of the Colombo Stock Exchange
CBSL
Central Bank of Sri Lanka
CDS
Central Depositary System (Private) Limited
CSE
Colombo Stock Exchange
NIC
National Identity Card
POA
Power of Attorney
SEC
The Securities and Exchange Commission of Sri Lanka
SIA
Securities Investment Account
SLIPS
Sri Lanka Inter Bank Payment System
GLL
Galaxy Landmarks Limited
ETI
ETI Finance Limited
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GLOSSARY OF TERMS RELATED TO THE ISSUE
Applicant(s)
Any person(s) who submits an Application Form under this Prospectus
Application Form / Application The Application Form that constitutes part of this Prospectus through which an Applicant may apply for the Debentures
Business Day
A day (other than a Saturday or Sunday or any Statutory Holiday) on
which all licensed Commercial Banks are open for business in Sri Lanka.
Closing Date
30.06.2015 or such earlier date on which the initial Fifteen Million
(15,000,000) Debentures are fully subscribed or unless otherwise
decided by the Company to keep the Subscription List open until
subscription of a further Fifteen Million ( 15,000,000) Debentures or part
thereof as may be decided by the Company .
Company / Issuer
Date of Allotment
The date on which the Debentures will be allotted by the Company to
the Applicants subscribing thereto.
Date of Redemption
The date on which the Redemption/Maturity of the Debentures will take
place as referred to in section 1.7 of this Prospectus
Debentures
All of the Listed Rated Redeemable Debentures (with a Sinking Fund
Mortgaged in favour of the Trustee) to be issued pursuant to this
Prospectus
Debenture Holder(s)
Any person who is for the time being the holder of the Debentures and
includes his/her respective successors in title
Face Value
LKR 100/- per Debenture
Interest Payment Date(s)
Debenture Type A
the dates on which the interest payment shall fall due in respect of the
debentures, being annual at the expiration of every Twelve (12) month
period commencing from the date of allotment of the debentures and
thereafter
Debenture Type B
the dates on which the interest payment shall fall due in respect of the
debentures, being Quarterly at the expiration of every three (03) month
period commencing from the date of allotment of the debentures and
thereafter
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Interest Period
Debenture Type A
the twelve month period from the date immediately succeeding a
particular Interest Payment Date and ending on the next Interest
Payment Date (inclusive of the aforementioned commencement date
and end date) and shall include the period commencing from the Date
of Allotment and ending on the first Interest Payment Date (inclusive of
the aforementioned commencement date and end date) and the period
from the date immediately succeeding the last Interest Payment Date
before the Date of Redemption and ending on the date immediately
preceding the Date of Redemption (inclusive of the aforementioned
commencement date and end date).
Debenture Type B
the three month period from the date immediately succeeding a
particular Interest Payment Date and ending on the next Interest
Payment Date (inclusive of the aforementioned commencement date
and end date) and shall include the period commencing from the Date
of Allotment and ending on the first Interest Payment Date (inclusive of
the aforementioned commencement date and end date) and the period
from the date immediately succeeding the last Interest Payment Date
before the Date of Redemption and ending on the date immediately
preceding the Date of Redemption (inclusive of the aforementioned
commencement date and end date).
Issue
The offer of Debentures pursuant to this Prospectus
Issue Price
LKR 100/- per Debenture
Market Day
Any day on which trading takes place at the CSE
Principal Sum
The product of the number of Debentures allotted and Face Value
Prospectus
This Prospectus dated 29.05.2015 issued by EAP Broadcasting
Company Limited.
Redemption
Repayment of the Face Value and unpaid accrued interest (if any) with
regard to a Debenture to a Debenture Holder, by the Company
Trust Deed
Trust Deed executed between EAP Broadcasting Company Limited and
Bank of Ceylon Investment Banking Division on 27.05.2015
Entitlement Date
Market Day immediately preceding the respective Interest Payment
Date or Date of Redemption on which a Debenture Holder would need
to be recorded as being a Debenture Holder on the list of Debenture
Holders provided by the CDS to the Company in order to qualify for the
payment of any interest or any redemption proceeds.
Sinking Fund
the amounts paid by the Company to the credit of the account number
0077507201 maintained with the Bank of Ceylon, Corporate branch.
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ISSUE AT A GLANCE
Issuer
EAP Broadcasting Company Limited.
Instrument
Listed Rated Redeemable Debentures (with a Sinking Fund Mortgaged
in favour of the Trustee)
Listing
The Debenture will be listed on the Colombo Stock Exchange
Number of Debentures
An initial Issue of Fifteen Million (15,000,000) Listed Rated Redeemable
Debentures (with a Sinking Fund Mortgaged in favour of the Trustee)
with an option to issue up to a further Fifteen Million (15,000,000) of the
said debentures, at the discretion of the company, in the event of an
oversubscription of the initial issue.
Amount to be Raised
Sri Lanka Rupees One Billion Five Hundred Million (LKR 1,500,000,000/)
with an option to raise up to a further Sri Lanka Rupees One Billion Five
Hundred Million (LKR 1,500,000,000/-) at the discretion of the Company
in the event of an oversubscription of the initial issue.
Company Rating
Issue Rating
Issue Price
LKR 100/-
Face Value
LKR 100/-
Category of Debentures
Types of
Debentures
Interest Rate
( Fixed)
Payment
Period
Redemption/
Maturity from
the Date of
Allotment
Type A
10.50 %
( AER 10.50%)
Annual
48 Months
(4 Years)
Type B
11.00 %
( AER 11.46%)
Quarterly
60 Months
(5 Years)
Minimum Subscription
A minimum of One Hundred (100) Debentures (LKR 10,000/-) and in
multiples of One Hundred (100) Debentures (LKR 10,000/-) thereafter
Interest Payment Date (s)
Each year from the Date of Allotment up to the Date of Redemption/
Maturity. Interest payments will be made within three (03) Business
Days from the due date of interest.
In the event of the Final Interest, Final Interest payment will be paid
together with the Principal Sum within Three (03) Business days from
the date of Redemption/ Maturity.
Mode of Payment of
By cheque marked “Account Payee only or through an electronic fund
Principal & Interest transfer mechanism recognized by the banking
system of Sri Lanka such as SLIPS & RTGS (arranged only at the
expense of the investor) RTGS transfers however could be effected
only for amounts over and above the maximum value that can be
accommodated via SLIPS transfers.
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Issue Opening Date11.06.2015
Issue Closing Date
30.06.2015 or such earlier date on which the initial Fifteen Million
(15,000,000) Debentures are fully subscribed or unless otherwise
decided by the company to keep the Subscription List open until
subscription of a further Fifteen Million (15,000,000) debentures or part
thereof as may be decided by the company.
Date of Allotment
The Date on which the Debentures will be allotted by the Company to
the Applicants subscribing thereto.
Basis of Allotment
In the event of an oversubscription, the basis of allotment will be decided
by the Board of Directors of the company within seven (7) Market Days
from the date of closure.
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Table of Contents
1 INFORMATION RELATING TO THE ISSUE.........................................................................................13
1.1 INVITATION TO SUBSCRIBE.....................................................................................................13
1.2 SUBSCRIPTION LIST..................................................................................................................13
1.3PROSPECTUS............................................................................................................................13
1.4 Registration of the Prospectus..................................................................................14
1.5 OBJECTIVE OF THE ISSUE.......................................................................................................14
1.5.1 Utilization of proceeds from the Debenture issue...................................16
1.5.2 GALAXY LANDMARKS LIMITED (EAP PROPERTY DEVELOPMENT NEW COMPANY)
INCORPORATION...................................................................................................................16
1.5.2.1 Board of Directors of Galaxy Landmarks Limited................................16
1.5.2.2 Senior Management of Galaxy Landmaks Limited...................................20
1.5.2.3 Two Year Forecasted Financials of Galaxy Landmarks Limited......21
1.5.2.4 The Assumptions for Financial Projections...........................................24
1.6 INTEREST ON THE DEBENTURES...........................................................................................24
1.7 PAYMENT OF PRINCIPAL AND INTEREST..............................................................................25
1.8 Withholding Tax....................................................................................................................25
1.9REDEMPTION.............................................................................................................................25
1.10 TRUSTEES TO THE OFFERING................................................................................................26
1.11 RIGHTS OF THE DEBENTURE HOLDERS................................................................................26
1.12 RISK FACTORS ASSOCIATED WITH DEBENTURES..............................................................27
1.13 BENEFITS OF INVESTING IN THE DEBENTURES...................................................................27
1.14 TRANSFER OF DEBENTURES..................................................................................................28
1.15LISTING.......................................................................................................................................28
1.16 RATING OF THE INSTRUMENTS..............................................................................................28
1.17 COST OF THE ISSUE.................................................................................................................29
1.18 BROKERAGE & FEES.................................................................................................................29
1.19UNDERWRITING.........................................................................................................................29
1.20 INSPECTION OF DOCUMENTS.................................................................................................29
1.21 Security (Sinking Fund)......................................................................................................29
2 PROCEDURE FOR APPLICATION.......................................................................................................31
2.1
2.2
2.3
2.4
2.5
2.6
2.7
ELIGIBLE APPLICANTS..............................................................................................................31
HOW TO APPLY..........................................................................................................................31
MODE OF PAYMENT..................................................................................................................33
REJECTION OF APPLICATIONS................................................................................................35
BASIS OF ALLOTMENT..............................................................................................................36
ACCEPTANCE & REFUNDS.......................................................................................................36
CDS LODGEMENTS AND TRADING OF DEBENTURES..........................................................37
3 THE COMPANY.....................................................................................................................................38
3.1INCORPORATION.......................................................................................................................38
3.2 CORPORATE PHILOSOPHY......................................................................................................38
3.3 CORPORATE BACKGROUND....................................................................................................38
3.4 Future Development Plans, Strategic Plans & Related Risks.........................41
3.5 Group Structure.................................................................................................................43
3.6 Major shareholding...........................................................................................................44
3.7 SUBSIDIARIES/ASSOCIATE COMPANIES AS AT 31st March 2015........................................44
3.8 HUMAN RESOURCES................................................................................................................44
3.9 DIVIDEND POLICY......................................................................................................................44
3.10TAXATION...................................................................................................................................44
3.11 LITIGATION, DISPUTES AND CONTINGENT LIABILITIES.......................................................45
3.12 MATERIAL CONTRACTS............................................................................................................45
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3.13 TRANSACTIONS RELATED TO PROPERTY.............................................................................45
3.14 Particulars of Debt and Loan Capital........................................................................46
3.15 DETAILS OF COMMISSIONS & BENEFIT PAID........................................................................47
4 BOARD OF DIRECTORS......................................................................................................................49
4.1
4.2
4.3
4.4
4.5
PROFILES OF THE BOARD OF DIRECTORS...........................................................................49
DIRECTOR'S STATEMENT........................................................................................................51
DIRECTOR’S INTEREST IN ASSETS.........................................................................................52
DIRECTOR’S INTEREST IN CONTRACTS OR ARRANGEMENTS..........................................52
DIRECTOR’S EMOLUMENTS.....................................................................................................52
5 CORPORATE MANAGEMENT & SENIOR MANAGEMENT................................................................53
5.1
5.2
5.3
DECLARATION BY THE CHIEF OPERATING OFFICER...........................................................53
PROFILES OF THE SENIOR MANAGEMENT............................................................................54
EMOLUMENTS OF THE SENIOR MANAGEMENT....................................................................58
6 STATUTORY DECLARATIONS............................................................................................................59
6.1
6.2
STATUTORY DECLARATION BY THE DIRECTORS................................................................59
DECLARATION BY THE MANAGERS TO THE ISSUE..............................................................60
7 Financial Information...........................................................................................................................61
7.1
Financial reports................................................................................................................61
Annexure I Rating………………………………………………………………………..................................111
Annexure II Collection Points….……………………………………………………………………………...132
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1
INFORMATION RELATING TO THE ISSUE
1.1
INVITATION TO SUBSCRIBE
The Board of Directors of EAP Broadcasting Company Limited by resolution passed on
24th November 2014 and subsequent amendments passed on 18th March 2015 resolved
to borrow a sum of LKR One Billion Five Hundred Million (LKR 1,500,000,000/-) with the
option of increasing the borrowing up to a further LKR One Billion Five Hundred Million (LKR
1,500,000,000/-) in the event of an oversubscription, from the public by the issue of Listed
Rated Redeemable 4 & 5 year Debentures ( with a sinking fund mortgaged in favour of the
Trustee) at an issue price of LKR 100/- per Debenture.
Under this issue, up to Thirty Million (30,000,000) Listed Rated Redeemable 4 & 5 year
Debentures ( with a sinking fund mortgaged in favour of the Trustee) will be issued at the
issue price of LKR 100/- each with a fixed interest rate.
EAP Broadcasting Company Limited invites Applications for Debentures which will be
ranked equal and Pari Passu with each other without any preference or priority of any one
or more than over the others except for the tenor of the Debentures and the Interest Rates
as morefully described in Section 1.6
It is the intention of the Company to list the Debentures on the Colombo Stock Exchange.
The CSE has given its approval in principle for the Listing of the Debentures on the CSE.
1.2
SUBSCRIPTION LIST
Subject to provisions contained below, the subscription list for the Debentures will be open
at 9.30 a.m on 11.06.2015 and shall remain open for 14 Market Days until closure at 4.30
p.m on 30.06.2015.
However in the event of an oversubscription of the Fifteen Million (15,000,000) Debentures,
the subscription list will close at 4.30 pm on the same day on which it is fully subscribed with
the notification of CSE, unless otherwise decided by the Company to keep the Subscription
List open until subscription of a further Fifteen Million (15,000,000) Debentures or part
thereof as may be decided by the Company. In such event, subscription list will close at 4.30
p.m on the day on which a further Fifteen Million (15,000,000) Debentures or part thereof as
may be decided by the Company have been subscribed, with the notification of the CSE or
on 30.06.2015 whichever is earlier.
Application may be made forthwith. Duly completed applications in the manner set out under
the procedure for application in section 2 of this prospectus will be accepted.
1.3PROSPECTUS
The date of this Prospectus is 29.05.2015.
This Prospectus has been prepared by People's Bank Investment Banking Unit on behalf
of EAP Broadcasting Company Limited from the information provided by the Company and
which is publicly available. The Company and its Directors having made all reasonable
inquiries, confirm that to the best of their knowledge and belief the information contained in
the Prospectus is true and correct in all material respects and that there are no other material
facts, the omission of which would make any statement herein misleading. While People's
Bank Investment Banking Unit has taken reasonable care to ensure full and fair disclosure
of information, the People's Bank Investment Banking Unit doesn't assume responsibilities
for any investment decisions, prospective investors must rely on their own examination and
assessments of the Company, including the risk involved.
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Any other person other than EAP Broadcasting Company Limited or People's Bank
Investment Banking Unit or authorized agent assigned by Company or People's Bank
Investment Banking Unit, giving information to take any representation in connection with the
Debenture Issue other than the information and representations contained in this Prospectus
and if given or made, such information or representations must not be relied upon as having
been authorized by the Managers to the Issue or EAP Broadcasting Company Limited.
1.4
Registration of the Prospectus
A copy of the Prospectus has been delivered to the Registrar of Companies for registration
in compliance with the provisions of section 40 of the companies Act No. 7 of 2007. The
following are the documents attached to the copy of the Prospectus delivered to the Registrar
of Companies for registration pursuant to section 40(1) of the Companies Act.
a) The written consent of the external Auditors and Reporting Accountants for the inclusion
of their name in the prospectus as external Auditors and Reporting Accountants to the
issue and to the Company.
b) The written consent of the Trustee to the Issue for the inclusion of their name in the
Prospectus as Trustee to the Issue.
c) Written consent of the Bankers to the Issue for the inclusion of their name in the
Prospectus as Bankers to the Issue.
d) The written consent of the Company Secretary for the inclusion of the name in the
Prospectus as Company Secretary to the Bank
e) The written consent of the Managers to the issue for the inclusion of the name in the
prospectus as Managers to the issue.
f) The written consent of the Registrars to the issue for the inclusion of the name in the
prospectus as Registrars to the issue.
g) The written consent of the Lawyers to the issue for the inclusion of the name in the
prospectus as Lawyers to the issue.
h) The written consent of the Rating Agency to the issue for the inclusion of the name in
the prospectus as Rating Agency to the issue.
i) The declaration made and subscribed to, by each of the Directors of the Company
herein names as Director, jointly and severally confirming that each of them have read
the provisions of the Companies Act and the CSE listing Rules relating to the Issue of
the Prospectus and that those provisions have been complied with.
The said external Auditors and Reporting Accountants to the Issue and the Company,
Trustee to the Issue, Bankers to the issue, Company Secretary, Managers to the issue,
Registrars to the Issue, lawyers to the Issue, Rating Agency, have not, before the delivery
of a copy of the Prospectus for registration with the Registrar General of Companies in Sri
Lanka withdrawn such Consent.
This issue as contemplated in this Prospectus is made in Sri Lanka and is Subject to the
exclusive jurisdiction of the courts of Sri Lanka.
1.5
[ 14 ]
OBJECTIVE OF THE ISSUE
The main objective of the company is to utilize the proceeds of the issue to invest in valuable
properties for further development. This objective will be achieved through the setting up of
fully subsidiary named Galaxy Landmarks Limited whose objectives are;
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To utilize proceeds received to carry out the business of property development to acquire by
purchase, lease, exchange, grant, or otherwise lands and buildings, hereditaments of any
tenure or description and any estate and interest therein , to develop and improve lands and
buildings and to sell, let lease or dispose of lands and buildings.
Develop lands and to turn the same to account by preparing building sites and by
constructing, reconstructing, altering, improving, decorating, furnishing and maintaining
buildings for use and occupation as offices shops , show rooms shops , show rooms ,
fashion and beauty salons , book stores, pharmacies, delicatessens, cafes , restaurants and
hotels , entertainment centres, Cinema Theatres, libraries, conference rooms , business,
apartments, factories, mills, roadways, warehouses and conveniences of all kinds and by
consolidating , connecting, or sub-dividing properties and by letting , leasing or disposing of
lands and buildings.
Manage lands and buildings, whether belonging to the Company or not, to maintain, let lease
or dispose of lands and buildings, to collect the rents and income of lands and buildings
and to supply and maintain amenities, service and facilities required by the tenants and
occupiers of lands and buildings.
To carry on the business of purchase and resale of properties and property development and
to undertake and execute property development projects and to purchase , take on lease or
in exchange hire, purchase or otherwise acquire any real or personal movable or immovable
property and any rights, privileges, licenses or easement necessary or convenient for the
business of the company.
In accordance with the above objectives the company intends to purchase the under
mentioned commercial properties owned by ETI Finance Limited, recently valued in terms
of the restructuring process of the above company. The said properties are;
Market Value
LKR Mn
Date of Valuation
Valuer
Premises Nos 670,
670/1, 670/2,and
676 Galle Road,
Colombo 03
925
28th January 2015
G.J.Sumanasena
GMIV
Membership No
G/46
Impala Cinema, No
1666, Rajagiriya.
200
23rd September
2012
G.J.Sumanasena
GMIV
Membership No
G/46
Roxy Cinema,
Wellawatta, Colombo
06
600
28th January 2015
G.J.Sumanasena
GMIV
Membership No
G/46
Samantha Cinema,
Maligawatta,
Colombo 09.
250
8th January 2015
RS Wijesuriya
Incorporated Valuer
EAP Restaurant No
20, Dr. N.M. Perera
Mawatha, Borella.
115
20th September
2013
G.J.Sumanasena
GMIV
Membership No
G/46
Cinexpo Cinema,
Udawalpola Road,
Kurunegala
250
8th January 2015
RS Wijesuriya
Incorporated Valuer
Property
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Hotel Concord
Galle Road,
Dehiwala
290
22nd January 2015
G.J.Sumanasena
GMIV
Membership No
G/46
42, Cotta Road,
Borella
214
8th January 2015
RS Wijesuriya
Incorporated Valuer
Total Value
2844
** valuation reports are available at CSE website( www.cse.lk) and company website (www.
eapholdings.lk)
1.5.1
Utilization of proceeds from the Debenture issue
Upon allotment of the debentures, proceeds will be utilized within 15 days as per the
objective stipulated in the prospectus 1.5 and the following steps will be executed to transfer
funds and properties.
“ The proceeds of the Debenture issue will be transferred to Galaxy Landmarks Limited as
equity to be utilized as the share capital (LKR 1 Billion) and as a medium term finance
loan (LKR 2 Billion). In return the Company will issue shares to E.A.P. Broadcasting
Company Limited in relation to the equity capital received and the repayment of capital
as well as payment of annual interest over period of the finance loan.
“ The Galaxy Landmarks Limited obtains the free hold title of the said properties by
execution of Transfer deeds.
Any balance remaining from the debenture issue after acquiring above properties will be
utilized for the working capital requirement of the Galaxy Landmarks Limited.
The company intends to carry out commercial property development projects on the lands by
converting these properties into major entertainment and commercial venues encompassing
cinemas, retail & food outlets, entertainment, leisure and commercial spaces.
The first project will be Galaxy Impala in Rajagiriya followed by Galaxy Roxy in Wellawatte,
Galaxy Towers in Kollupitiya and others.
1.5.2 GALAXY LANDMARKS LIMITED (EAP PROPERTY DEVELOPMENT NEW COMPANY)
INCORPORATION
A Limited liability company incorporated in Sri Lanka under the Companies Act No. 07 of
2007 on 6th April 2015.
-
-
-
-
Date of Incorporation
Registration Number
No of shares Allotted
Stated Capital
: - 6th April 2015
: - PB 5255
:-1
: - LKR 10.00
1.5.2.1 Board of Directors of Galaxy Landmarks Limited
[ 16 ]
Dr. Jayasuriya is a President’s Council, a former Chairman & Director General of Securities
and Exchange Commission (SEC) and Insurance Board of Sri Lanka and an international
authority on Financial Services Law, Compliance and Securities and Capital Markets. He
has worked for many years with the United Nations and its specialized agencies in Geneva,
Vienna, Bangkok and New Delhi. His last position was as the lead of a UN agency in
Pakistan.
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Mr. K.M.M.P.B. Tittawella
Mr. Mano Tittawella was a Senior Presidential Advisor on Economic Affairs and was the
Senior Director General - President’s Office from August 2003 to November 2005. Mr.
Tittawella was also the first Chairman and the Chief Executive Officer of the Strategic
Enterprise Management Agency (SEMA), which was an initiative that he prompted to bring
better accountability, governance and performance to the largest public enterprises in Sri
Lanka.
He was also a Member of the Board of National Council for Economic Development (NCED)
which was the apex body co- coordinating all economic development activities in Sri Lanka.
He was also appointed as Chairman of TAFREN - “Task Force to Rebuild the Nation”
that was set up for to handle post Tsunami Reconstruction and Recovery. He has also
held many key positions in the state sector such as Director General of Public Enterprises
Reform Commission (PERC), the then privatization agency of Government of Sri Lanka and
Chairman of People’s Bank, along with many Board positions in some of Sri Lanka’s largest
public enterprises.
He has an MBA in Capital Markets & Finance from University of Edinburgh and a postgraduate
Diploma in Human Computer Interaction from the British Open University. He was a member
of Trustees (IBT) of CIM, UK from 2000 to 2003.
Mr. Tittawella also held the posts of Head of Research at Jardine Fleming, Sri Lanka, Chief
Executive Officer & Managing Director of Lanka Securities (Pvt) Ltd - The stock broking
Company of Merchant Bank of Sri Lanka Ltd (MBSL) and Director Business Development
of MBSL. At present, he is the Executive Chairman of EAP Group, a diversified Sri Lankan
Conglomerate in Finance and Insurance, Media Film & Entertainment, Leisure, Trading and
Property Development.
Mr.Jeewaka Hemal Edirisinghe
Mr. Jeewaka Edirisinghe is also the Chairman of ETI Finance Ltd and Swarnamahal
Financial Services PLC. He counts over 25 years of extensive experience in the fields of
Gold, Jewelry, Finance, Electronic Media and Management.
Mrs. Anjali Deepa Edirisinghe
Mrs. Deepa Edirisinghe is a Director of EAP Edirisinghe Group of Companies, counts for
over 20 years of experience in the fields of Management and Finance.
Mr. Nalaka Premal Edirisinghe
Mr. Nalaka Edirisinghe, Director of EAP Edirisinghe Group of Companies has over 20 years
experience in Finance and Management.
Mr. Asanka Srimal Edirisinghe
He is a finalist of the Chartered Institute of Management Accountants (UK) and a Master of
the Film Association. He counts over 20 years of experience in the fields of Film industry,
he has an expert knowledge in Gold & other precious metals & stones, and counts for over
20 years of extensive experience in the fields of Gold and Information Technology.
Mr. N.I. Russell De Mel
Mr. Russell De Mel, having been with the NDB for over 30 years, retired as the Bank’s
Director/Group Chief Executive Officer in August 2013. Prior to his appointment as Group
CEO, he served as Vice president - Head of Corporate Banking Group and as Vice President
- Head of Group Risk Management.
During his career at NDB, he has held many key positions. As Head of Group Risk
Management, Director on several Boards of the NDB Group Companies until his retirement
from NDB.
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Mr. De Mel has travelled extensively and also received comprehensive training in both
development & Commercial Banking, Risk Management & in General Management, at
prestigious institutions, including National University of Singapore, INSEAD, Fontainbleau.
He is a fellow of the Chartered Institute of Management Accountants, UK (FCMA), a
Chartered Global Management Accountant (CGMA) & a Fellow of the Institute of Certified
Management Accountants (FCMA), Sri Lanka.
At present, he is a member of the Board of Directors of Housing Development Finance
Corporation, Maldive Islands & TAL Hotels Lanka Plc (Taj Samudra). He is also a member
of the Rating Committee of Lanka Rating Agency.
Mr. M.P. Jayawardena
He is a fellow of the Institute of Chartered Accountants of Sri Lanka. He was the Managing
Director/ CEO of Chemanex PLC until 31st March 2013 and currently functions as a
Consultant to the Chemanex Group of Companies.
He accounts for over 35 years post qualifying experience both locally and overseas,
specializing in Finance & Treasury operations. He is the Chairman of Lanka Rating Agency
(formerly Ram Rating) and Commercial Insurance Brokers Ltd. He is also the Deputy
Chairman of Commercial Bank PLC and a Group Director of CIC Holdings (PLC) and John
Keels Foods PLC.
He is a member of the Monitory Policy Consultants Committee of the Central Bank of Sri
Lanka and the Deputy Chairman of the Sri Lanka Institute of Directors.
Mr. C.B. Pinto-Jayawardena
Mr. Bertal Pinto-Jayawardena is a Fellow of the Institute of Chartered Accountants of Sri
Lanka and an Associate Member of the Institute of Chartered Management Accountants
UK. Mr. Pinto-Jayawardena is also a Member of the Institute of Management, UK and a
multiple award winner at accounting examinations.
He counts nearly 30 years of experience in Senior Management positions which include
Head of Finance & Administration at Standard Chartered Bank, Head of Finance, MIS &
Risk Management of People’s Bank and Director of People’s Leasing Company. His last
tenure was at Janashakthi Insurance PLC as General Manager - Finance & Planning. His
initial professional training was at KPMG Ford Rhodes Thornton & Co. ending up as a Senior
Manager. During his tenure as a Manager, he was seconded to Peat Marwick Mitchell in
Zambia for a brief spell.
He is a holder of a Diploma in Risk Management obtained through a scholarship awarded
by the Swedish International Development Agency. He has also received extensive training
and exposure in Management, Banking Insurance & Finance in the UK, USA, and Japan
and at many other overseas programs.
He has served as a resource person and a panelist at many professional fora organized by
the Institute of Chartered Accountants of Sri Lanka, CIMA Sri Lanka, Central Bank of Sri
Lanka, the Sri Lanka Insurance Institute and others. He was a Council Member of CIMA Sri
Lanka and has served on various committees of the Institute of Chartered Accountants.
He is also the Founder Trustee of Ekamuthu Oray Makkal Unity Mission Trust, a non-profit
organization fostering unity, integration, healing and reconciliation in Sri Lanka since May
2009, amongst teenaged youth.
He is an old boy of S. Thomas College, Mt. Lavinia. He has been actively involved in projects
relating to his Alma Mater where he was also the Founder Chairman of the STC Special
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Events Team, which amongst others led the efforts to commemorate the 150th Anniversary
of the College and 125th Anniversary of the OBA.
Mr. Buddika Priyanka Kulasekara
Buddika Kulasekara currently serves as the Executive Vice President/ Chief Operating
Officer of EAP Broadcasting Company Limited (TV). He is liable of the entire operations of
the company and always ensures that the vision of the company is met whilst a achieving its
objective and expectations.
Buddika received his primary education from Vidyartha College, Kandy. For higher education,
he attended the University of Colombo and obtained a Degree in Bachelor of Arts.
Further, Buddika has over 14 years of experience as a RV/Radio presenter having worked
with major radio broadcast companies in Sri Lanka such as ABC and TV Lanka. He is
acclaimed for his concept and presentation of ‘Rathu Ira’ and ‘Sanda Madala’ which is
telecasted through Swarnavahini channel for the past several years.
Though he has become popular from his career as a Television host, he has appeared
before the public in versatile forms such as Executive Producer for teledramas Banadara
Deiyo, Sayuri, Facebook, Para Walalu, Muthu Palasa, Giri Kula, Chess, Kalu Araliya etc.
Telecast on Swarnavahini. The other popular programs created by him include the reality
shows such as Dance Stars Dance and Mega Star.
In addition to that, he has initiated Swarna Nidanaya and Swarna Thun Paya promotional
programmes. Under the guidance of Buddika, Swarnavahini was able to win the AC Neilson/
Slim Peoples awards and many more awards during the past several years.
Mr. Y. Ajith Udaya Amarasekara
Mr. Amarasekera has over 26 year’s operational experience in multiple sectors including
Financial Services, Transport and Logistics, Manufacturing and Distribution, Chemicals
and Rubber compounding , Franchise , Aviation & Global Customer sales, especially at
multinational level, mostly in Australia.
During his career ladder at various industries, he has made innovative operational changes
including Introduction of a low cost mortgage product facilities, creation of cost effective tariff
share systems, franchise model architect and instigator, revamp organizations to generate
credible profits and Operational restructure.
Mr. Amarasekera received his primary education at Royal Collage - Colombo. He received
his higher education at British International College -Sokoto Nigeria and Monash / Mt Elliza
Business School - Monash University Melbourne, Australia.
Professionally, he holds Diplomas in Business Administration, Corporate Finance &
Accounting, HR, Marketing and International Business. He is a Member of Australian
Institute of Credit Management, Australian Institute of Management and Australian Institute
of Manufactures.
Mrs. W.M.M.P.S. Chammika Dayaratne
Mr. Chammika Dayaratne holds over 17 years of practice as an Attorney-at-Law, Notary
Public, Company Secretary and Commissioner for Oath. She possessed the professional
Qualification from Sri Lanka Law College and Academic Qualification from the Open
University of Sri Lanka. She is experienced in Civil Law, Labor Law, Contract Law, Notarial
Practice, Company Secretarial and Board Secretarial functions, HR functions and General
Administration. Prior to being appointed as the Chief Legal Officer, she was the Manager
Legal at Swarnamahal Financial Services PLC.
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Mr. Anil Kumara Meegahage
Mr. Meegahage has over 26 year’s corporate experience at local and multinational
Companies. He started his career from Uniliver Sri Lanka and served as Trade Marketing
Manager. Thereafter, he headed one of the largest teams in the country at Sri Lanka
Insurance as General Manager Sales and Marketing, Overlooking Branch network. Overall
5000 Sales teams and 1200 staff members. Afterwards, he moved to local FMCG Company,
Hemas Consumer Goods as the Director Sales and International Business.
Professionally, he holds a MBA from the University of Wales and also has a Post Graduate
Diploma in Marketing (DipM. MCIM), Chartered Institute of Marketing UK. He also possesses
over 9 years of lecturing experience for CIM and ICSA in Sri Lanka.
1.5.2.2 Senior Management of Galaxy Landmaks Limited
Mr. Udana Amarasuriya- Chief Operating Officer
Mr.Udana Amarasuriya is a graduate from the Faculty of Engineering, University of
Peradeniya (2003) in the field of Civil Engineering. He Obtained the Master Degree in
Business Management Specializing in Infrastructure Project Management from University
of Moratuwa in 2012. He was awarded with the corporate membership of the Institute of
Engineers, Sri Lanka in 2012.
He has participated many industrial training programs in United Kingdom, China, Malaysia
and Singapore on industrial infrastructure developments.
He has gained experience over 12 years in various infrastructure development projects such
as deep foundations, middle and high rise building constructions, telecommunication, water
supply and drainage.
He has been awarded the World Quality Commitment Gold Award in WQC summit held in
Paris, France in 2011.
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1.5.2.3 Two Year Forecasted Financials of Galaxy Landmarks Limited
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The feasibility study for the project (GLL) was carried out by Chief Operating Officer with the
support of Finance and Marketing departments of EAP Broadcasting Company Limited and
EAP Holdings Limited.
1.5.2.4 The Assumptions for Financial Projections
1.0 The Project Commencement date is 1st May 2015.
(In view of the Impala Galaxy Landmark project, company has commenced the
demolishing of old building and currently in progress. In the meantime, subsequent to
close of the bidding for main contractors, technical evaluation is currently underway.)
2.0 Rs. 1 billion of Debenture funds will be infused as equity capital of Galaxy Landmarks
Limited.
3.0 Further sum of Rs. 2 Billion will be infused as the inter-company Debt Capital of GLL.
4.0 Interest on the Inter-company loan will be served after the project completion.
5.0 Interest on the inter-company loan is considered to be 12%.
6.0 GLL would acquire approx Rs. 2.8 Billion worth of properties from ETI at the end of
May 2015.
7.0 The project will be completed and be available for use within 18 months from the date
of commencement.
8.0 The Bond / Key money would be collected immediately after the project completion
and re-invested at the interest rate of 7%.
9.0 Income tax will be paid on self assessment basis i.e. in the year of assessment where
the tax liability arise.
10.0 Impala Building Complex will be disposed at LKR 2.25 billion after 7 Years of the date
of commencement of the project.
11.0 Bank facility and Inter-company loan will be fully settled from the sales proceeds of the
Impala project.
1.6
INTEREST ON THE DEBENTURES
The Debentures consist of two interest options A & B, for the investors to choose from and
they rank equal and pari passu to each other, except the interest coupon offered and the
tenor.
4 Years (2015/2019)
Type A - Fixed interest rate of 10.50% p.a. (AER 10.50%) payable annually from the Date of
Allotment until the expiry of four (4) years from the Date of Allotment on the principal sum of
the Debenture.
Interest accruing on a daily basis will be paid each year from the date of allotment until the
date of redemption on the outstanding principal amount.
5 Years (2015/2020)
Type B - Fixed interest rate of 11.00% p.a (AER 11.46%) payable quarterly from the Date of
Allotment until the expiry of five (5) years from the Date of Allotment on the principal sum of
the Debenture.
Interest accruing on a daily basis will be paid every three (03) months from the date of
allotment until the date of redemption on the outstanding principal amount.
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Interest will be paid as per the interest payment option selected by the investor computed up
to one day before the interest payment date and interest would be paid not later than three
(03) working days from each interest payment date.
The interest calculation will be based upon the actual number of days in each interest
payment period (Actual / Actual).
In order to accommodate the Debenture interest cycles in the Automated Trading System
(ATS) of the CSE, the Debenture Holders to whom interest shall be paid shall be those
holding Debentures in the CDS as of the Entitlement Date.
1.7
PAYMENT OF PRINCIPAL AND INTEREST
Payment of the principal and interest in the debenture will be made in Sri Lankan Rupees
after deducting any taxes and charges thereon (if any) to the Debenture Holders upon receipt
of information relating to the Debenture Holders from the CDS as of the payment date (in the
case of joint Debenture Holders, the payment will be made to the one whose name stands
first in the Register of Debenture Holders) to the registered address with the CDS through
Post to the Debenture Holder, by crossed cheques marked “Account Payee Only”
Interest payable on all Debenture options will be made only by cheques within three (3)
Business days from the end of each period.
“At maturity / redemption, the payment of the principal along with the balance interest
payment due will be made by cheque only”
But if prior arrangements are made with the debenture holders, an electronic fund transfer
mechanisms recognized by the banking system of Sri Lanka such as RTGS (arranged only
at the expense of the investor) and SLIPS will be used for payment of principal and interest.
RTGS transfers however shall be accommodated only for amounts over and above the
maximum value (LKR 5,000,000/-) that can be accommodate via SLIPS transfers.
1.8
Withholding Tax
As per sections 9 & 13.of the Inland Revenue Act No. 10 of 2006 (As amended by Section 4
& 5 of the Inland Revenue (Amendment) Act No. 18 of 2013), the Profits & interest income
from any investment made on or after 01st January 2013 in corporate debt securities (i.e.
debentures), quoted in any stock exchange licensed by the SEC is exempt from income
tax. However different tax amendment could be brought in by the future amendments to the
same act.
1.9REDEMPTION
These Debentures are redeemable at maturity on the expiry of four (4) and five (5) years
respectively from the Date of Allotment in accordance with the provisions contained in the
Trust Deed.
The Debenture Holders shall not have any right or option to call for redemption of the
Debentures before the maturity date of such Debentures, except due to unforeseen
circumstances beyond the control of the Company. Repayment before maturity of the
principal sum on a Debenture in any circumstances shall be subject to the prior written
approval of the Directors of EAP Broadcasting Company Limited and 3/4ths of the Debenture
Holder’s nominal value of the Debentures outstanding when the Principal sum is repaid
before maturity and any other required regulatory approval.
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If the date of maturity / redemption falls on a non-working day on which the banks are closed
for business in Sri Lanka, then the Debentures shall be redeemed on the succeeding day
of the date of maturity / redemption together with all the accrued interest thereon up to the
preceding Date of Redemption/Maturity of the Debenture.
1.10
TRUSTEES TO THE OFFERING
Bank of Ceylon Investment Banking Division has been appointed as the Trustee to this
Debenture Issue. The Company and the Trustee have executed a Trust Deed. In the
application form for subscription of Debentures the applicants are required to irrevocably
authorize the trustee, subject to any overriding clauses in the Trust Deed to act as their
agent in entering in to such deeds, writing and instruments with the Company and to act as
trustee for the benefit of and interest of the Debenture Holders on the terms and conditions
contained in the said Trust Deed. The rights and the obligations of the Trustee are set out
in the Trust Deed which is hosted on the EAP Broadcasting Company Limited and CSE
websites. There is no conflict of interest arising between the Trustee or its Directors and the
Entity.
1.11
RIGHTS OF THE DEBENTURE HOLDERS
a) Debenture Holders are entitled to the following rights:
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Receive principal on the date of maturity / redemption, and interest on the Debenture as
per section 1.7 of this Prospectus and the provisions contained in the Trust Deed.
In accordance with the Listing rules of CSE, receiving The Annual Report of the
Company within a period not exceeding five (5) months from the close of each financial
year. Audited accounts will be sent in CD form, unless a specific request for a hard copy
is received by the Company.
In the event of liquidation, rank above the ordinary voting and non-voting shareholders
and preference shareholders of the Company.
Call, receive notice, attend and vote at the meeting of Debenture Holders in accordance
with the provisions contained in the Trust Deed.
The other rights of the Debenture Holders are set out in the Trust Deed.
b) Debenture Holders are not entitled for the following
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Attending and voting at meetings of holders of shares and other types of debentures.
Sharing in the profit of the Company.
Participating in any surplus in the event of liquidation.
The Debenture Holders will not be entitled to any of the rights and privileges available
to the shareholders of the Company including the right to receive notices of Annual
General Meetings or attend and vote at the Annual General Meeting of the Company.
c) Obligations on the Debenture
- The Company shall repay the principal sum on the date of maturity / redemption and
interest on the Debenture as per section 1.7 of this Prospectus and the provision
contained in the Trust Deed and comply with all terms and conditions stipulated in the
Trust Deed in respect of these Debentures.
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When making payment of the principal sum and interest on the Debentures, the Company
shall always act on the information by the CDS and it shall be the responsibility / obligation
of each Debenture Holder to keep all the information in respect of such Debenture Holder
updated in the CDS. Each Debenture Holder shall absolve the Company, CDS and CSE
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from any responsibility or liability in respect of any error or absence of necessary changes
initiated by the Debenture Holders in the information recorded with the CDS.
1.12
RISK FACTORS ASSOCIATED WITH DEBENTURES
(a) Interest Rate Risk
The price of a typical Debenture will change in the opposite direction to a change in the
market interest rates assuming all other factors are equal. “Market Interest Rate” refers to
interest rate expected by the investors for investments with similar maturity and risk profile.
As market interest rates rise, price of the Debentures may fall and as market interest rates
fall, the price of the debenture may rise. If an investor sells a Debenture prior to maturity
when market interest rate is higher than on these Debenture interest rates, the investor may
incur a capital loss. Similarly, if an investor sells a Debenture prior to maturity when market
interest rate is lower than on the debenture interest rate, then the investor may receive a
capital gain. This uncertainty is known as “interest rate risk”.
(b) Reinvestment Risk
The Company shall pay interest on the Debentures annually. The investor may decide to
reinvest this interest payment and earn interest on interest. Depending on the prevailing
market interest rates, the Debenture Holder may be able to reinvest the paid interest at a
higher or lower interest rate than that is offered by these Debentures. This uncertainty is
known as “reinvestment risk”.
(c) Default Risk
Default risk also known as credit risk refers to the risk that the Issuer of a Debenture may
default, i.e. the Issuer will be unable to pay interest and principal when due. It is advisable for
prospective EAP Broadcasting Company Limited Debenture investors to take into account
past earnings and asset growth performance of the Company, present financial strengths
as reflected in the Balance Sheet of the Company, its risk management policies and the
experience of the Directors and Senior Management when forming an opinion on Default
Risk. The rights of Debenture Holders in the event of a default are more fully explained in
the Trust Deed
(d) Liquidity Risk
Liquidity risk depends on the ease with which Debentures can be sold after the initial
placement. As the Debentures will be listed on the CSE, investors will be able to trade the
instrument in the secondary market and convert to cash mitigating liquidity risk. However
transaction price or bid-ask spread will be dependent upon the marketability, demand,
supply and other macro factors such as market interest rates.
(e) Duration Risk
Duration is a measure of the price sensitivity of fixed income investments to a change in
interest rates based on the time to maturity of principal and coupon payments. The higher
the duration, the greater the price volatility or duration risk, while a lower duration risk carries
a lower risk.
1.13
BENEFITS OF INVESTING IN THE DEBENTURES
Subscribers to the Debentures will be exposed to the following risks:
(It is vital to note however that these risks are not unique to debentures issued by EAP
Broadcasting Company Limited and apply generally to any unsecure fixed income security,
fixed deposit or any other term or money deposit)
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An attractive interest income for a period of up to five (05) years.
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Opportunity to realize capital gain according to interest rate fluctuations in the financial
markets.
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1.14
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Capacity to exit from the investment at any time, after the Debentures are listed on the
CSE
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Can be used as collateral to obtain credit facilities from banks and financial institution.
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As per sections 9 & 13.of the Inland Revenue Act No. 10 of 2006 (As amended by
Section 4 & 5 of the Inland Revenue (Amendment) Act No. 18 of 2013), the Profits &
interest income from any investment made on or after 01st January 2013 in corporate
debt securities (i.e. debentures), quoted in any stock exchange licensed by the SEC is
exempt from income tax.
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The establishment of the sinking fund to ensure that prepayment of capital and payment
of interest are effected in a very strengthen manner.
TRANSFER OF DEBENTURES
(a) These Debentures shall be freely transferable as long as the Debentures are listed in
the CSE and the registration of such transfer shall not be subject to any restriction, save
and except to the extent required for compliance with statutory requirements.
(b) Subject to provisions contained in the Trust Deed, the Company may register without
assuming any liability any transfer of Debentures, which are in accordance with the
statutory requirements, rules and regulations in force for the time being as laid down by
the CSE, SEC and the CDS.
(c) In the case of the death of a Debenture Holder,
- The survivor where the deceased was a joint holder; and
- The executors or administrators of the deceased (or where the administration of the
estate of the deceased is in law not compulsory, the heirs of the deceased) where
such Debenture Holder was the sole or only surviving holder; shall be the only persons
recognized by the issuer as having any title to his/her Debentures.
(d) Any person becoming entitled to any Debenture in consequence of bankruptcy or winding
up of any Debenture Holder, upon producing proper evidence that such Debenture
Holder sustains the character in respect of which such Debenture Holder proposes to
act or such Debenture Holder’s title as the Board of Directors of the Company thinks
sufficient, may at the discretion of the Board be substituted and accordingly registered
as a Debenture Holder in respect of such Debentures subject to the applicable laws,
rules and regulations of the Company , CDS , CSE and SEC.
(e) No change of ownership in contravention of the above conditions will be recognized by
the Company.
1.15LISTING
An application has been made to the CSE for permission to obtain a listing for the Debentures
and the CSE has granted its approval in principle for the same. It is the intention of the
Company to list the Debentures on the Colombo Stock Exchange upon the allotment thereof.
The CSE however, assumes no responsibility for the correctness of the statements made or
opinions expresses or reports included in this prospectus. Admission to the official listing is
not to be taken as an indication of the merits of the Company or of its Directors.
1.16
RATING OF THE INSTRUMENTS
Lanka Ratings Agency Ltd has assigned a long term rating of BBB to these Debentures. A
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copy of the Rating Confirmation and the Rating Rationale issued by Lanka Ratings Agency
Ltd is attached herewith (Annexure - I).
1.17
COST OF THE ISSUE
The directors estimate that the total cost of the issue including the Listing fees, Trustee fees,
Brokerage, Printing, Marketing, Stamp duties, Managers and Registrars fees and other
costs connected with the issue will be approximately LKR 40 Million and will be funded by
EAP Broadcasting Company Limited.
1.18
BROKERAGE & FEES
Brokerage at the rate of 0.25% of the nominal value of the Debentures will be paid in respect
of the number of Debentures allotted on applications bearing the original stamp of any bank
operating in Sri Lanka or a member/ trading member of the CSE or People’s Bank Investment
Banking Unit or any agent appointed by the Company involved in marketing of the Issue.
1.19UNDERWRITING
The debenture issue is not underwritten.
In the event the issue is not fully subscribed, the subscribers shall be allotted in full and
funds will be utilized to meet the objectives of the issue stipulated in Section 1.5 of the
Prospectus.
1.20
INSPECTION OF DOCUMENTS
Certified Copies of Articles of Association, the Auditor’s Report & Audited financial statements
of the company for the last five year ending 31 March 2010, 2011, 2012, 2013 and 2014,
Rating Report, Trust Deed, Interim Financial Statements as at 31st March 2015, Valuation
Reports and all other documents referred to in Rule 3.2.16 (a) of the CSE Listing Rules,
including material contracts and management agreements entered in to by the Company
(if any) would be made available for inspection by the public during normal working hours,
seven (07) Market days prior to the date of opening of the subscription list at the registered
office of the company until the date of redemption of the Debentures.
In terms of the Rule 3.2.16 (b) of CSE Listing Rules; The Prospectus, Trust Deed, Valuation
Reports and Articles of Association of the Company will be hosted in the Company’s website,
www.eapholdings.lk and the CSE website, www.cse.lk from seven (07) market days prior to
the date of opening of the subscription list until the maturity date of the Debentures.
Audited financial statements of the entity made up to 31st March 2014, Interim financial
statements as of 31st March 2015, Accountants Report and the five year summary of
financial statements will be available on the website of the company www.eapholdings.lk.
Furthermore, the copies of the Prospectus and Application Form will be made available free
of charge from the collection points as set out in Annexure II from seven (07) days prior to
the date of opening of the subscription list.
1.21
Security (Sinking Fund)
The Company shall establish and contribute on a monthly basis the amounts specified in the
Schedule One of the Trust Deed to the Sinking Fund. Irrespective of the monthly profitability,
the contribution to the sinking fund will be directed from the monthly revenue of the company
Provided however, that in the event of the amounts raised on the Debenture being less than
the enhanced amount specified in Clause 3 of the Trust Deed, the amounts specified in
Column 3 of the First Schedule shall be reduced proportionately.
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The Company shall grant a primary mortgage in favour of the Trustee for the benefit of the
Debenture Holders in respect of the amounts lying to the credit of the Sinking Fund and
investments made there from.
The amounts lying to the credit of the Sinking Fund shall be invested by the Trustee only in
the following types of investments.
a) Government Treasury Bills.
b) Government Treasury Bonds.
c) Fixed Deposits and Call Deposits in commercial banks, which have investment grade
ratings by RAM Ratings Lanka Ltd or Fitch Ratings Lanka Ltd.
d) Fixed Deposits and commercial papers in Finance Companies which have a rating
higher than A- by RAM Ratings Lanka Ltd or Fitch Ratings Lanka Ltd.
e) Mutual Funds/ Unit Trust Investments.
The Trustee shall be entitled to utilize the amounts lying in the Sinking Fund to settle any of
the payments which are due and owing from the Company to the Debenture Holders which
are referred to in Clause 12 (b) and (c) in the trust deed in order of priority mentioned therein
(i.e. Interest payment and Principal sum)
In the event the investment return on the Sinking Fund being less than Five per centum (5%)
per annum the Company shall within 14 Working Days supplement the said shortfall (after
setting off any excess investment return which have been received in a prior period which
has not been so set off) by paying into the Sinking Fund such amount.
In the event of any excess balance remain in the sinking fund account after repaying both
the interest payments and capital payments (at the end of 5 Years), will be absorbed to the
working capital funding of the EAP Broadcasting Company Limited.
Purpose of this sinking fund is for servicing Debenture repayments (Both Capital & Interest)
and EAP Broadcasting Company will make Rs.35 Mn monthly contribution to the sinking
fund.
Profitability of the Company will have an impact of Rs. 25.5 Mn in first two years (year 1 Rs.
7.7 Mn and year 2 Rs. 17.8 Mn.
Above has been calculated based on net cumulative balances in the Sinking Fund for the
first two years at 7.5% net interest rate (Group’s internal hurdle rate adjusted with 5% interest
income on Sinking Fund Deposit interest income)
Impact of this Rs. 25.5 Mn has already been considered in relevant area in the Feasibility
Report and the Company Financial Statements of EAP Broadcasting Company.
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2
PROCEDURE FOR APPLICATION
2.1
ELIGIBLE APPLICANTS
Applications are invited for the subscription of Debentures from the following categories of
applications:
(a) Citizens of Sri Lanka who are resident in Sri Lanka and above 18 years of age.
(b) Companies, corporations or institutions incorporated or established within Sri Lanka
and who are authorized to invest in Debentures.
(c) Approved provident funds and approved contributory pension schemes registered /
Incorporated /established in Sri Lanka and who are authorized to invest in Debentures.
Applications by these bodies must be in the name of the trustee/board of management
thereof.
(d) Foreign institutional investors, corporate bodies incorporated outside Sri Lanka, foreign
citizens and Sri Lankan residents outside Sri Lanka and above eighteen (18) years of
age.
2.2
Applications will not be accepted from individuals under the age of eighteen (18) years,
or in the names of sole proprietorships, unincorporated trusts or non-corporate bodies.
"Sri Lankan Residents outside Sri Lanka" will have the same meaning as in the notice
published under the Exchange Control Act in Gazette No. 15007 dated 21st April 1972.
When permitting Non residents to invest in the debentures, The Company will comply
with the relevant exchange Control Regulations including the conditions stipulated in
the notice under the Exchange Control Act with regard to the issue and transfer of
debentures of companies incorporated in Sri Lanka to foreign investors as published
in the Government Gazette (extraordinary) No. 1681/11 on 22nd November 2010,
Government Gazette (extraordinary) No. 1733/19 on 22nd November 2011, and
Government Gazette (Extraordinary) No 1864/39 on 28th May 2014.
HOW TO APPLY
(a) Applications must be made on the Application Forms issued with this Prospectus.
Applications are also permitted on photocopies of the Application Forms issued with
the Prospectus. Applicants using photocopies are requested to inspect the Prospectus,
which is available for inspection and also issued free of charge at the Registered
Office of the Company and the Collection Points listed in Annexure II. Prospectus and
Application Forms could also be downloaded from the Company's and CSE's websites.
Applications that do not strictly conform to such instructions and the other
instructions set out below or which are illegible may be rejected.
(b) Applications should be made for a minimum subscription value of Sri Lanka Rupees
Ten Thousand (LKR 10,000) of One Hundred (100) Debentures each of any one type
or all types mentioned above. Applications exceeding One Hundred (100) Debentures
should be in multiples of One Hundred (100) Debentures (LKR 10,000). Applications for
less than One Hundred (100) Debentures or for a number, which is not in multiples of
One Hundred (100) Debentures, will be rejected.
(c) Joint Applications may be made. However, an applicant of a joint application will not be
eligible to send a separate application individually or jointly with another party. Only one
Application should be made for the benefit of any person or corporate body. The interest
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cheques will be drawn in favour of the principal applicant as given in the Application
Form.
(d) In the case of Corporate Applicants, the common seal of the company should be
affixed and attested if required by the Articles of Association or such other constitutional
documents of such Applicants or as per the statutes governing them. In case of
approved provident funds, trust funds and approved contributory pension schemes, the
Applications should be in the name of the Trustees / Board of Management.
(e) A Sri Lankan citizen must state his / her National Identity Card (NIC) number on
the Debenture Application Form. The Passport number can be given only when
the NIC number is not available. In the case of a corporate entity, the Company
registration number must be given. A foreign citizen must state his / her passport
number in the space provided.
(f) The Application Forms may be signed by someone on behalf of the Applicant(s) provided
that such person holds the Power of Attorney (POA) of the Applicant(s). A copy of such
POA certified by a Notary Public as "True Copy" should be attached with the Application
Form. Original of the POA should not be attached.
(g) Applicants who wish to apply through their Margin Trading Account should submit
the application in the name of the "Margin Provider / Applicants Name" signed by the
margin provider. A copy of the margin Trading Agreement should be attached with the
Application Form. Please note that the margin provider can apply under its own name
and such Applications will not be construed as multiple Applications. Photo copy of the
Margin Trading Agreement must be submitted along with the Application.
(h) As per the Directive of the SEC made under Circular No. 08/2010, dated 22 November
2010 and Circular No. 13/2010 issued by the CDS dated 30th November 2010, all
Debentures allotted must be directly uploaded to the CDS accounts. As such, all
applicants should indicate their CDS account number in the Application Form.
Applicants who do not have a CDS account are advised to open a CDS account prior
to submitting the Application, in order to facilitate the uploading of allotted Debentures
to their CDS account. A CDS account can be opened through any member/ trading
member of the CSE or through a custodian Bank. (Annexure II)
Please note that upon the allotment of Debentures under this issue the allotted
Debentures would be credited to the applicant's CDS account indicated. Please note
that Debenture certificates shall not be issued. Applications which do not carry
the CDS account number, which is not opened at the time of the closure of the
subscription list or which indicate an incorrect / inaccurate CDS account number
shall be rejected, and no allotment will be made.
It should be noted that in the event the Applicant's CDS Account number is correctly
stated in the Application Form, all correspondence with such Applicant will be sent to
the address given to the CDS by such Applicant.
Further in the event the name or the address of the Applicant mentioned in the
Application Form differ from the name or address given to the CDS by such Applicant
in respect of the CDS Account mentioned in the Application Form, the name and the
address given to the CDS by such Applicant in respect of the CDS Account mentioned
in the Application Form will be considered as the name and address of such applicant.
(i) Foreign Investors and Non-Resident Investors may be affected by the laws of the
jurisdiction of their residence. It is the responsibility of such investors to comply with the
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laws relevant to their country of residence and the Laws of Sri Lanka, when making an
Application for subscription of the Debentures.
(j) Application Forms properly filled in accordance with the instructions thereof together
with the remittance (cheque, bank draft, RTGS or bank guarantee as the case may be)
for the full amount payable on application should be enclosed in an envelope marked
"EAP Broadcasting Company Limited - Debenture Issue 2015" on the top left hand
corner in capital letters and dispatched by post or delivered by hand to the Registrars to
the Issue at the following address:
SSP Corporate Services (Pvt) Limited
No. 101, Inner Flower Road, Colombo 3
Tel : +94(011) 2573894
Fax : +94 (011) 2573609
In the alternative, Application Forms could also be handed over to any of the Collection
Points set out in Annexure II.
(k) Applications sent by post or delivered to any places mentioned in Annexure II (Collection
Points) should reach the office of the Registrars to the Issue at least by 4.30 p.m.
on the following working day upon the closure of the subscription list. Applications
received after the said period will be rejected even though they have been delivered to
any of the Collection Points prior to the Closing Date or carry a post mark dated prior to
the Closing Date.
2.3
MODE OF PAYMENT
(a) Payment should be made separately in respect of each application only by way
of cheque, bank draft, RTGS or bank guarantee only, as the case may be. Each
Application Form should be accompanied by no more than one cheque, bank draft
or bank guarantee. Applications with two or more cheques, bank drafts or bank
guarantees will be rejected. Application Forms accompanied by cash will not be
accepted.
(b) Payments for applications for values above and inclusive of Sri Lanka Rupees One
Hundred Million (LKR 100,000,000/-) should be supported by either a;
- Bank guarantee issued by a licensed Commercial Bank; or
- Multiple bank drafts/cheques drawn upon any licensed Commercial Bank operating
in Sri Lanka, each of which should be for a value less than LKR 100,000,000/-; or
- RTGS transfer with value on the issue opening date.
Multiple cheques or RTGS transfers will not be accepted for application value
below Sri Lanka Rupees One Hundred Million (LKR 100,000,000/-).
(c) The amount payable should be calculated by multiplying the number of Debentures
applied for by the issue price of LKR 100 per Debenture. If there is discrepancy in the
amount payable and the amount specified in the payment mode (Cheque / Bank Draft /
RTGS / Bank Guarantee), the Application will be rejected.
(d) All cheques/bank drafts/bank guarantees received in respect of the applications will
be banked on the next working day immediately after the closure of the Subscription
List. Payments in any form other than as mentioned above will not be accepted. In
the event cheques are not realized within two (2) market days from the closure of the
subscription list, such Applications may be rejected in order to facilitate the completion
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of the allotment within seven (7) market days of the closure of the issue, and cheques
realized after such date will be refunded and no allotment of Debentures will be made.
(e) In case of RTGS transfers (only for application values above and inclusive of Sri Lanka
Rupees One Hundred Million (LKR 100,000,000/-), such transfers should be made to
the credit of “EAP Broadcasting Company Limited - Debenture Issue 2015”bearing
Account Number 331100120000535 at People’s Bank Lucky Plaza Branch with value
on the issue opening date (i.e. the funds to be made available to the above account on
the issue opening date). The applicant should obtain a confirmation from the applicant’s
bank, to the effect that arrangements have been made to transfer payment in full for
the total value of Debentures applied for to the credit of “EAP Broadcasting Company
Limited - Debenture Issue 2015” bearing Account Number 331100120000535 at
People’s Bank Lucky Plaza Branch with value on issue opening date (i.e. the funds
to be made available to the above account on the issue opening date) and should be
attached with the application form.
For RTGS transfers above and inclusive of Sri Lanka Rupees One Hundred Million
(LKR 100,000, 000/-), the applicants are entitled to an interest at the rate of Five decimal
zero per centum ( 5.00%) per annum from the date of such transfers up to the date of
allotment. However, no interest will be paid if the RTGS transfers are not realized before
the end of the closure date. Furthermore, even if such RTGS transfers are affected
prior to the issue opening date, no interest will be paid for the period prior to the issue
opening date.
(f) The Bank Guarantees should be in a form acceptable to the Company and the
Registrars to the Issue and should be issued by a licensed commercial bank in Sri
Lanka and payable on demand unconditionally to “EAP Broadcasting Company
Limited - Debenture Issue 2015”. Please note that Bank Guarantees should be valid
for a minimum of one (1) month from the date of opening the issue.
(g) Payments for the Debentures by Non- residents should be made only out of funds received
as inward remittances or available to the credit of “Securities Investment Account”
(SIA) maintained with any licensed commercial bank in Sri Lanka in accordance with
directions given by the Controller of exchange in that regard to the licensed commercial
Banks. An endorsement by way of a letter by the commercial bank in Sri Lanka in which
the applicant maintains the SIA, should be attached to the application form to the effect
that such payment through bank draft/ bank guarantee/ RTGS has been made out of the
funds available in SIA.
When permitting Non residents to invest in the Debentures, The Company will comply
with the relevant exchange Control Regulations including the conditions stipulated in
the notice under the Exchange Control Act with regard to the issue and transfer of
debentures of companies incorporated in Sri Lanka to foreign investors as published
in the Government Gazette (extraordinary) No. 1681/11 on 22nd November 2010,
Government Gazette (extraordinary) No. 1733/19 on 22nd November 2011, and
Government Gazette (Extraordinary) No 1864/39 on 28th May 2014
(h) Non-Residents should have obtained necessary internal approvals as provided by their
internal approval procedures at the time of applying for the Debentures and may be
affected by the laws of the jurisdiction of their residence.
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If the Non-Resident Applicants wish to apply for the Debentures, it is their responsibility
to comply with the laws relevant to the jurisdiction of their residence and of Sri Lanka.
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2.4
Application Forms properly filled in accordance with the instructions thereof together
with the remittance for the full amount payable on Application should be enclosed in an
envelope marked “EAP BROADCASTING COMPANY LIMITED - DEBENTURE ISSUE
2015” on the top left hand corner in capital letters and dispatched by post or courier
or delivered by hand to the Registrars to the Issue or collection points mentioned in
Annexure II.
Applications sent by post or courier or delivered to any collection point set out in
Annexure II should reach the office of the Registrars to the Issue, SSP Corporate
Services (Pvt) Ltd, No 101, Inner Flower Road Colombo 03 at least by 4.30 p.m. on
the following Market day immediately upon the Closing Date.
Applications received after the said period will be rejected even though they have been
delivered to any of the said collection points prior to the Closing Date or carry a postmark
dated prior to the Closing Date. Applications delivered by hand to the Registrars to the
Issue after the Closing Date of the Issue will also be rejected.
REJECTION OF APPLICATIONS
(a) Application Forms and the accompanying remittance mode (Cheque / Bank Draft /
Bank Guarantee/RTGS) which are illegible or incomplete in any way and / or are not in
accordance with the terms, conditions and instructions set out in this Prospectus will be
rejected at the sole discretion of the Company.
(b) Applications from individuals under the age of eighteen (18) years or in the names of
Sole Proprietorships, Partnerships or Unincorporated Trusts will also be rejected.
(c) An Applicant of a Joint Application will not be eligible to submit another application either
individually or jointly under the available Debenture category. Only one Application
should be made by any person or entity under the available Debenture category.
Multiple Applications will be rejected.
(d) Applications which do not carry a valid CDS account number at the time of the closure
of the subscription list or which indicate an incorrect / inaccurate CDS account number
shall be rejected, and no allotment will be made. Application Forms stating third party
CDS account numbers, instead of their own CDS account numbers, except in the case
of Margin Trading Accounts, will also be rejected.
(e) Any Application Form which does not state the NIC, Passport or Company Registration
number, as the case may be, will be rejected.
(f) In the event that cheques are not realized within two (2) Market Days from the closure
of the subscription list and realized after such date the monies will be refunded and no
allotment of Debentures will be made. Cheques must be honored on first presentation
for the Application to be valid. In the event Cheques are dishonored / returned on first
presentation, the Application will be rejected.
(g) Applications delivered by hand to the Registrars to the Issue, or to any place / institution
discussed in Annexure II (Collection Points) after the subscription list is closed will
be rejected. Application received by post or courier after 4.30 p.m on the Market day
immediately following the closing date, will also be rejected even if they carry a post
mark dated prior to the Closing date.
(h) Applications delivered to any place / institution discussed in Annexure II (Collection
Points) should also reach the office of the Registrars to the issue at least by 4.30 p.m
on the following market day immediately upon the closure of the Subscription List.
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Applications received after the said duration will be rejected even though they have
been delivered to any of the Collection points prior to the Closing Date or carry a post
mark dated prior to the Closing Date.
2.5
BASIS OF ALLOTMENT
The basis of Allotment will be decided by the Board of Directors of the Company before the
expiry of Seven (07) Market Days from the closure of the Issue and will be announced to the
CSE.
Further, the Board reserves the right to allocate up 50% of the issue value on a preferential
basis, to investor/(s) of strategic importance with whom they might partner with in future
endeavors.
The successful applicants will be informed of the allotment within Ten (10) Market Days from
the closure of the Subscription List.
The Board of Directors of the Company reserves the right to refuse any Application or to
accept any Application or part only, without assigning any reason therefore.
2.6
ACCEPTANCE & REFUNDS
Where an Application is not accepted, subsequent to the Cheque being realized, the
applicant’s money in full or where an Application is accepted only a part, the balance of the
Applicant’s money will be refunded.
Refunds due on Applications fully or partially accepted will be paid within Ten (10) Market
Days excluding the date of closure of the Issue. Applicants will be entitled to receive interest
at the rate of last quoted Average Weighted Prime Lending Rate (AWPLR) published by the
Central Bank of Sri Lanka plus 5% for the delayed period on any refunds not made within
this period.
If the Applicant has provided accurate and complete details of his bank account in the
application form, the bankers to the issue will make refund payments up to and inclusive
of Sri Lankan Rupees Five Million (LKR 5,000,000/-) to the bank account specified by the
Applicant, through SLIPS.
In the event of refunds over Rupees Five Million(LKR 5,000,000/-) or if the Applicants has
not provided accurate and correct details of his bank account in the Application Form, the
bank will make such refund payments to the Applicant by way of cheque and sent by post at
the risk of the Applicant.
Refunds sent through post will be made by crossed cheques and sent by register post to the
registered address. In the case of a Joint Application, a “Crossed Cheque” will be drawn in
favour of the applicant whose name appears first in the Application Form.
Applicants can obtain details on bank and branch codes required for providing instructions
on SLIP transfers at the following website;
http://www.lankaclear.com/product service/3-guidelines
Refunds on payments received via Securities investment Account (SIA) will be made only
to the SIA in the event that the SIA account has been provided in the Debenture application
form
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2.7
CDS LODGEMENTS AND TRADING OF DEBENTURES
(a) If the Applicant’s CDS Account number is correctly stated in the Application Form the
Debentures allotted will be directly uploaded to the CDS account stated in the Application
Form before the expiry of eighteen (18) market days, from the date of closure of the
subscription list. A written confirmation in this regard will be sent to the Applicant within
two (02) market days of crediting the CDS account, by ordinary post to the registered
address of such Applicant.
(b) The Company shall submit to the CSE a ‘Declaration’ as set out in the listing rules
of the CSE on the market day immediately following the day on which the investors’
CDS Accounts are credited with the Debentures and trading of the Debentures will
commence on or before the third (03rd) Market Day upon receipt of the declaration by
the CSE.
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3
THE COMPANY
3.1 INCORPORATION
A Private Limited liability company incorporated in Sri Lanka under the Companies Act No.
17 of 1982, and re-registered under the Companies Act No. 07 of 2007 on 21st January
2008 and subsequently converted to a Public Limited Company on 28th August 2013.
3.2
CORPORATE PHILOSOPHY
Company Vision
The Trusted Leader in Media and Entertainment.
Company Mission
The epitome of excellence in media and entertainment while being the beacon of innovation,
hope and change with a sustainable value to all our stakeholders.
3.3
CORPORATE BACKGROUND
Introduction to EBC & History
EAP Broadcasting Company Limited (EBC) is the company that owns some of Sri Lanka's
leading TV and Radio channels.
TELEVISION SEGMENT
Swarnavahini - Sri Lanka's Premier Television Channel
In the ever growing industry of Sri Lankan television, Swarnavahini is a name synonymous
with the Sri Lankan population for its dedicated service of providing a wide array of learning
and entertainment in the areas of News, Tele drama, Entertainment, Documentary &
Discussions, Religious Programs, Women's, Children's, Sports and Cinematic programs
which have been widely acclaimed both locally and internationally. Within a span of 18 years
Swarnavahini has managed to win the hearts of the majority of Sri Lankan viewers with the
high quality programming while reaching out to an extensive audience island wide, it is now
a multi - award winning channel, identified among the top-rated television broadcasters in
Sri Lanka.
The Swarnavahini television channel was launched on the 16th of March 1997 with a unique
symbol of the peacock who symbolizes grandeur and theme colours of Blue and Gold which
is associated with the meaning of Swarnavahini which means the Golden Channel.
In keeping with the necessity of reaching out to all parts and ages of audience, Swarnavahini
has customized programs which cater to the need of viewers starting from children, to the
adult and also programmes which instill a sense of learning such as documentaries, political
programmes and religious programs which are a good learning platform for all audiences
and Swarnavahini is also heavily involved in social service initiatives which are an important
aspect in today's society. Swarnavahini has also been able to go international by hosting
many programs in various international locations. The staff at Swarnavahini are committed
to serve their viewers the best of everything and through the years, Swarnavahini has had
many of the industry's most sought after names being a part of the team and thereby bringing
forth meaningful programmes which add both value and knowledge. Today, after 18 years
of success in the industry, Swarnavahini has grown from strength to strength and we have
extended our parameters in catering to our viewers with a wide variety of programmes
and initiatives along with enhanced technology and new ideas and views which will attract
viewers to choose Swarnavahini as the channel of choice. The presenters at Swarnavahini
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are equipped with a wide scope of knowledge and talent and have been through specialized
training both locally and overseas.
In the recent past, Swarnavahini has showcased their prowess by winning many awards
which includes the SLIM Neilson People's Awards, Sumathi Awards, Raigam Tele Awards
and many other awards and are presently maintaining a strong Number 03 position according
to the renowned LMRB Data Records. The News Bulletins of Swarnavahini have been voted
as the best news providers for many years and also a host of other programmes which
include tele dramas and political and religious programmes have got numerous awards and
accolades.
Swarnavahini has its own loyal viewer base that have been extremely supportive for the past
18 years and our prime objective is to increase the number of viewers and also the quality
of programmes that are on offer.
Swarnavahini is a channel which have undergone many challenges in order to reach the
level it has become today and it is our foremost goal to be Sri Lanka's Number one television
provider and continue to rule the industry by bringing forth the best quality learning and
entertainment programmes thereby emerging as a giant in the world of Sri Lankan television.
ETV: Entertainment TV!
Background
ETV was acquired by EAP in 1996 and consisted of two Channels namely ETV1 & ETV2.
ETV1 was the re-broadcasting BBC while ETV2 was re-broadcasting Star TV. However
due to popular demand ETV2 was re-launched as Swarnavahini, a mass market Sinhala
Channel in 1997. Subsequently ETV1 was re-launched in May 1998 as ETV - Entertainment
TV. Since then ETV earned an undisputed leadership in the local English language TV
industry. This was evident by the large number of advertisers who have chosen ETV as their
preferred English language channel.
The future of ETV - A Celebration of Cosmopolitan Life of Sri Lanka
The future strategy of ETV would involve introducing more and more local programming
content that is a celebration of "Cosmopolitan Life in Sri Lanka!" The content would be even
closer to the audience and something they can easily relate to.
The content will also showcase our current audience and their lifestyles. ETV's current and
upcoming programs are about people they know, places they know and issues that matter.
The programs, where possible, will feature the audience themselves too.
ETV's aim is to sustain its position as the most preferred choice of TV entertainment of
the target group and ultimately be one with the day to day life of Sri Lankans through its
programming, events and media sponsorships and interaction.
RADIO STATION SEGMENT
EBC Radio has been in operation since 1999. Throughout its history, EBC Radio has
developed and sustained highly skilled and stable workforce. Today, the company's staff
approximates 152 personnel consisting of experts and trained professionals from all facets
of radio broadcasting.
Currently, EAP Broadcasting Company Limited owns and operates three radio channels:
Shree FM, Ran FM and E FM.
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Several departments, each carrying out specific tasks, comprise EBC Radio. Categorically,
namely: three programming departments (Shree FM, E FM and Ran FM), three marketing
divisions, two promotions department, a scheduling department, monitoring, research, web
and art department, engineering, news, human resources and transport.
All programs and activities of the organization are under the purview of the Chief operating
Officer.
Shree FM
Shree FM is the organization's flagship Sinhala radio channel, recognized as the most
listened to radio channel in the country.
Since its inception, Shree FM has transcended from solely being a vehicle of entertainment
to being a vehicle of hope to its audience. For its innovative promotions and programs,
Shree FM has earned numerous national and international awards including two National
Association of Broadcasters International Broadcasting Excellence Award (2005 and 2010),
and the Association of International Broadcasting International Media Excellence Awards for
Most Creative Marketing Strategy (2010).
Shree FM is broadcast island-wide at 100 FM and 100.2 FM in over 7 relay frequencies.
Ran FM
Ran FM was re-launched in October 2007 and is now recognized as one of the premier
radio channels in the country. The station has earned its special niche in the market with its
unique blend of the '70s, '80s, and '90s Sinhalese music.
The station is broadcast at 88.1 and 100.5 throughout the country over 5 transmitter towers
and online via www.ranfm.lk.
E FM
E FM is the company's only English radio station which started broadcasting in December
1999 and has been recognized as one of the leading urban English radio channels in the
country. EBC repositioned E FM in 2007 as "Your Lifestyle Station" playing the best '80s
music.
Currently, the station is broadcast at 88.3 MHz. The station launched its official website,
www.efm.lk, on the 14th of September 2007.
NATIONAL AND INTERNATIONAL ACCOLADES
EAP Broadcasting Company Limited is the only broadcast company that has been recognized
twice (2005 and 2010) by the National Association of Broadcasters (US) and the first and
only company in Sri Lanka to receive an Association for International Broadcasting (UK)
award. Today, EBC Radio has numerous national and international accolades to its credit.
These are the following:
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2010 Association for International Broadcasting International Media Excellence
Awards
● Shree FM was awarded the Most Creative Marketing Strategy at the 2010 Association
for International Broadcasting International Media Excellence Awards for its Shree FM
Badu Malla campaign.
●
The AIBs - International Media Excellence Awards - is one of the most important crossmedia, cross-border, cross-cultural international festivals which celebrates creativity,
success and excellence participated by top radio and television broadcast companies
from across the globe including the BBC, Al Jazeera. France 24, and Voice of America,
to name a few.
●
The AIBs is organized by the Association for International Broadcasting, a global, nonprofit association headquartered in the United Kingdom, which is recognized as the
leading center of information about international broadcasting covering television, radio,
and emerging media platforms.
2010 National Association of Broadcasters International Broadcasting Excellence
Award
The National Association of Broadcasters recognized Shree FM for its outstanding
commitment to serving the community through a programme called Shree Sathkaraka
Rohala (Shree Mobile Medical Camp).
Shree Sathkaraka Rohala provides free medical consultation, checkup and medication to
the residents of some of the remote areas in the country.
The National Association of Broadcasters or the NAB is a trade association representing
the interests of for-profit, over-the-air radio and television broadcasters in the United States.
(www.nab.org)
The organization established the NAB International Broadcasting Excellence Award in 1995.
This award is bestowed to licensed non-U.S. radio and television stations in recognition
of their exceptional leadership in advancing the broadcast industry and the services they
provide to their community and audiences.
Previous award recipients include Tokyo Broadcasting System, NDTV India, Juventus
Radio, Korea Broadcasting System, and Canadian Broadcasting Corporation to name a
few.
3.4
Future Development Plans, Strategic Plans & Related Risks
1. Swarnavahini, the flagship TV Station of EAP Broadcasting Co. Ltd, currently stands
as one of the leading Mass market News & Entertainment Channels currently operating
in Sri Lanka and has made a name in the minds of loyal viewers of having a strong Sri
Lankan identity and of being an innovator in TV Programming.
2. Specific plans will commence in the Financial Year 2015/16 as specifically identified in
the Company Business Plan for the period and will thereafter be rolled forward with a
clear strategic direction. The following will be implemented during the Year ahead:
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i. Reconstruction of telecast engineering facilities by December 2015 to achieve
Island wide high quality TV coverage and the revamping of office premises as well
as studio facilities to enhance the quality of studio production as well as improve
staff productivity by creating an optimal work environment.
ii. Establishment of a fully-fledged Research Unit to cover both TV & Radio, to enable
delivery of quality programmes based on research and market intelligence.
iii. Re launch of ETV Channel in a completely different manner that will effect in
increasing business volumes based on the new concepts association with the re
launch.
iv. Re launch of the RAN Radio channel in a manner that will significantly impact Sri
Lankan Sinhala Radio listeners, in the 3rd quarter in 2015.
v. Three strategic new television broadcasting initiatives that will be launched
consecutively in July, August & September by Swarnavahini. These are new
programmes that have been innovatively constructed and will be launched in a
manner that will be seen as being very pleasing to the viewers. (Confidentiality of
these specific initiatives constrains the ability to disclose any additional information
at this stage on this industry innovative initiatives)
3. Revenue is expected to increase by a sizeable proportion through the above specific
initiatives. A series of content development and channel promotion initiatives will also be
launched. These together with use of developing mobile phone technology applications
will also contribute to further development of Swarnavahini broadcast capability
enhancement and content quality improvement.
4. The Strategic Plan for a 3-Year Period 2016-2018 will be finalized in the month of
August 2015 and will follow up on a comprehensive Business Planning process that
was introduced across the entire EAP Group of Companies in April / May 2015, to drive
the business forward through the Financial Year 2015/16.
5. Initiatives that will arise as a result of this process will further enhance and strengthened
EAP Broadcasting Co. Ltd’s Customer service quality, quality of production of “On Air”
content and the further strengthening of sustainability of revenue streams and bottom
line profitability.
6. The risks associated with these are
[ 42 ]
Funding Risk - ,the management of the cash flows required for the implementation of all
of the stated projects
Business Impact Risk - ensuring implementation time lines and that time schedules are
delivered, such that profitability results are achieved on target or at a higher level of
performance financial.
The Company is very confident that with plans and procedures now in place as well as
with staffing resources available that the financial results that have been targeted to
support the growth and expansion of EAP Broadcasting Company will be achieved and
will result in achievement of incremental sustainable success in the future.
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3.5
Group Structure
The ownership of the shareholders in ETI shall be transferred to E.A.P. Holdings Limited on the
approval granted by the Monitory Board of the Central Bank of Sri Lanka. This process will be
completed upon the payment of due stamp duty to the Department of Inland Revenue and updating
the status at the Registrar of Companies, by end May 2015.
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3.6
Major shareholding
Shareholders of the Company as at 31st March 2015 are as follows
Name of the Shareholder
No. of Shares
EAP Films & Theatres (Pvt) Ltd
% Holding
2,763,837
R.A.M.De Alwis
1
E.W. De Soysa
1
Swarnamahal Jewellers
1
Total
2,763,840
99.99
00.01%
100.00
Stated Capital - Rs. 27,638,400/-
3.7
SUBSIDIARIES/ASSOCIATE COMPANIES AS AT 31st March 2015.
Colombo Communications Limited - EBC holds 20,709,289 shares - 100%
3.8
HUMAN RESOURCES
Strength of the Human Resource of EAP Broadcasting Company Limited as at 31st March
2015 is as follows
Category
Member of Employees
Senior management
6
Line Management
90
Executives
164
Officers
163
Assistants
54
Staff Assistants
11
Minor Staff
46
Total
534
The employees of the entity are not engaged in any labour union activities and there are no
labour unions or any significant agreements entered into between the Company and any
labour unions.
3.9
DIVIDEND POLICY
The Dividend policy will be determined based on number of factors, including but not limiting
to the company’s earnings, capital requirements and overall financial conditions and any
other factors which the Board of Directors may deem relevant.
3.10TAXATION
The Company is not enjoying any tax exemptions as at the date of the issue other than the
income tax exemptions on specified investment types under the provisions of the inland
Revenue Act No. 10 of 2006 as amended subsequently.
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However as disclosed in the latest audited financial statements, the company is a BOI
registered company with effect from 8th November 1993 (Reg No. 844/8/11/93). According
to the section 10 (i) and (ii), the Company is entitled to have a tax exemption of 07 years
(I.e. from 1993/94 to 1999/2000) and for a period of 15 years immediately following the
exemption period (I.e. from 2000/01 to 2014/15), the turnover of the Company shall be
deemed to be the profits for Income Tax purposes & Taxes to be paid at 2% of the said turn
over value.
The Company has however provided taxation at 28%. In Keeping with the above BOI
registration benefit, the Company has also re-filed tax returns for the years 2011/12 and
2012/13 and expects a tax refund of Rs. 21,360,605/- and 23,054,789/- respectively. The
financial statements currently reflect taxes at 28%.
3.11
LITIGATION, DISPUTES AND CONTINGENT LIABILITIES
Litigation is a common occurrence in the media industry due to nature of the business
undertaken. Company has formal controls and policies for managing legal claims.
As at 30th April 2015 the company has following unsolved legal claims
Case
Nature / Descriptions
22308/MR – DC
Colombo
The case has been filed against the Company for defamation
claiming a sum of Rs. 600 million in respect of a telecast
51264/MR – DC
Colombo
03831/DMR – DC
Colombo
05050/09/DMR – DC
Colombo
3.12
MATERIAL CONTRACTS
The Company has not entered into any material contracts other than those contracts entered
into in the ordinary course of business.
3.13
TRANSACTIONS RELATED TO PROPERTY
There are no transactions related to the property that took place within the two preceding
years in which any vendor of the property to the Company or any person who is or who was
at the time of the transaction, a promoter or a director or proposed director of the Company
had any interest, direct or indirect.
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3.14
Particulars of Debt and Loan Capital
The Company has not issued any convertible or any other debt securities mentioned below
as at 31st March 2015
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3.15
DETAILS OF COMMISSIONS & BENEFIT PAID
No other commissions or benefits were payable, paid, given or intended to be paid or given
in two preceding years for subscribing or agreeing to subscribe or procuring or agreeing to
procure or promoting or agreeing to promote, subscriptions for any shares or debentures of
the Company.
The company places a high degree of importance to corporate governance and has placed
considerable emphasis on developing structures, processes and rules in adopting sound
corporate governance practices within the organization.
By ensuring best practice on corporate governance, the Company has formed various
Board Committees namely Remuneration Committee, Risk Management Committee, Audit
Committee and related party Review Committee.
Audit Committee
The Audit Committee members are responsible for providing independent and expert advice
to the Board on the subject’s assigned relation to the financial reporting requirement, risk
management and assessment of internal controls.
The Board Audit Committee comprises of the following Directors
Mr. Preethi Jayawardena
– Chairman - Non Executive Independent Director
Dr. Dayanath Jayasuriy
– Member - Non Executive Independent Director
Mr. Russell de Mel
– Member- Non Executive Independent Director
Mr. Asanka Edirisinghe
– Member - Non Executive Director
Remuneration Committee
Members of the Remuneration Committee are as follows
Mr. Russell de Mel
Risk Management Committee
The Risk Management Committee operates as a functional committee of the Board which
has been delegated all risk management responsibilities including the task of managing and
supervising the risk functions of the Company.
The members of the Risk Management Committee are as follows
Mr. Russell de Mel
Mr. Mano Tittawella
Mr. Nalaka Edirisinghe
–
–
–
–
Chairman - Non Executive Independent Director
Member - Non Executive Independent Director
Member - Non Executive Independent Director
Member - Non Executive Director
– Member - Executive Director
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Related Party Review Committee
With the Voluntary adoption of the Code of best Practices on related party transactions –
December 2013 issues by the SEC, Related party Review Committee was established by
the Board to ensure strict compliance with the rules and regulations governing related party
transactions for entities and thereby conform to the industry best practices on safeguarding
stakeholder interest.
Members of the Related Party Review Committee are
Mr. Russell de Mel
Mr. Mano Tittawella
Mrs. Deepa Edirisinghe
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– Member - Non Executive Independent Direct
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4
BOARD OF DIRECTORS
4.1
PROFILES OF THE BOARD OF DIRECTORS
Name of the Director
Position
Residential Address
Dr. Dayanath Chandrajith
Jayasuriya
Chairman
Non Executive
Independent Director
No 40/12, Swarnadisi Place,
Kosswatte Road, Nawala
Mr. Mano Tittawella
Deputy Chairman
Executive Director
No. 3/1, Gangadara Mawatha,
Templers Road, Mount Lavinia.
Director
Non Executive
No. 50, Barnes Place, Colombo
07
Mrs. Anjali Deepa.
Edirisinghe
Director
Non Executive
No 112, Barnes Place, Colombo
07
Mr. Nalaka. P. Edirisinghe
Director
Non Executive
No.56/3, Horton Place, Colombo
07.
Mr. Asanka. S. Edirisinghe
Director
Non Executive
No.89A, Barnes Place, Colombo
07
Mr. Neilendra Iomal Russel
De Mel
Director
Non Executive
Independent
No 06, Jaya Road, Colombo 04
Mr. Mahinda Preethiraj
Jayawardena
Director
Non Executive
Independent
No.207/4, Dharmapala
Mawatha,
Colombo 07
Mr. Bertal PintoJayawardena
Director
Executive
No.0137/6, kalalgoda Road,
Pannipitiya
Dr. Dayanath Chandrajith Jayasuriya - Chairman - Non Executive Independent Director
Dr. Jayasuriya is a President’s Counsel, a former chairman & Director General of Securities
and Exchange Commission (SEC) and Insurance Board of Sri Lanka and an international
authority on Financial Services Law, Compliance and Securities and Capital Markets. He
has worked for many years with the United Nations and its specialized agencies in Geneva,
Vienna, Bangkok and New Delhi. His last position was as the head of a UN agency in
Pakistan.
Mr. Mano Tittawella - Deputy Chairman - Executive Director
Mr. Mano Tittawella was a Senior Presidential Advisor on Economic Affairs and was the
Senior Director General - President’s Office from August 2003 to November 2005.
Mr. Tittawella was also the first Chairman and the Chief Executive Officer of the Strategic
Enterprises Management Agency (SEMA), which was an initiative that he promoted to bring
better accountability, governance and performance to the largest public enterprises in Sri
Lanka. He was also a Member of the Board of National Council for Economic Development
(NCED) which was the apex body co - coordinating all economic development activities
in Sri Lanka. He was also appointed as Chairman of TAFREN - “ TASK Force to Rebuild
The Nation” that was set up for to handle post Tsunami Reconstruction and Recovery. He
has also held many key positions in the state sector such as Director General of Public
Enterprises Reform Commission (PERC), the then privatization agency of Government of
Sri Lanka and Chairman of People’s Bank, along with many Board positions in some of Sri
Lanka’s largest public enterprises.
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He has an MBA in Capital Markets & Finance from University of Edinburgh and a postgraduate
Diploma in Human Computer Interaction from the British Open University. He is a member
of the Chartered Institute of Marketing (CIM) , UK. He was a member of International Board
of Trustees (IBT) of CIM, UK from 2000 to 2003.
Mr. Tittawella also held the posts of Head of Research at Jardine Fleming, Sri Lanka, Chief
Executive Officer & Managing Director of Lanka Securities (Pvt) Limited - The stock brokering
Company of Merchant Bank of Sri Lanka Ltd (MBSL) and director Business Development
of MBSL. At present he is the Executive chairman of EAP Group, a diversified Sri Lankan
Conglomerate in Finance and Insurance, Media film & Entertainment, Leisure, Trading and
property development
Mr. Jeewaka H. Edirisinghe -Director - Non Executive
Mr. Jeewaka Edirisinghe Chairman of ETI Finance Ltd and Swarnamahal Financial Services
PLC. He counts for over 25 years of extensive experience in the field of Gold, Jewellery,
Finance, Electronic Media and Management.
Mrs. Anjali Deepa Edirisinghe - Director - Non Executive
Mrs. Deepa Edirisinghe is Director of EAP Edirisinghe Group of Companies, counts over 20
years of experience in the fields of Management and Finance.
Mr. Nalaka. P. Edirisinghe- Director - Non Executive
Mr. Nalaka Edirisinghe, Director of EAP Edirisinghe Group of Companies has over 20 years
of extensive experience in Finance and Management.
Mr. Asanka. S. Edirisinghe- Director - Non Executive
He is a Finalist of the Chartered Institute of Management Accountants (UK) and a Member
of the Film Association. He counts over 20 years of experience in the fields of Film Industry,
and has an expert knowledge in Gold and other precious metals & stones, and counts for
over 20 years of extensive experience in the fields of Gold and Information Technology.
Mr. Neilendra Lomal Russel De Mel - Director - Non Executive Independent
Mr Russel De Mel, having been with NDB for over 30 years, retired as the Bank’s Director /
Group Chief Executive Officer in August 2013. Prior to his appointment as Group CEO, he
served as Vice president - Head of Corporate Banking Group and as Vice President - Head
of Group Risk Management.
During his Career at NDB he has held many key positions. As Head of Group Risk
Management, Director on several Boards of the NDB Group Companies until his retirement
from NDB.
Mr. De Mel has travelled extensively and also received comprehensive training in both
Development & Commercial Banking, Risk Management & in General Management, at
prestigious institutions, including, national University of Singapore, INSEAD, Fontainbleau.
He is a fellow of the Chartered Institute of Management Accountants, UK ( FCMA), a
Chartered Global Management Accountant (CGMA) & a Fellow of the Institute of Certified
Management Accountants (FCMA) , Sri Lanka
At present he is a member of the Board of Directors of Housing Development Finance
Corporation,Maldive Islands & TAL Hotels Lanka Plc( Taj Samudra). He is also a member
of the Rating Committee of Lanka Rating Agency.
Mr. Mahinda Preethiraj Jayawardena - Non Executive Independent
He is a fellow of the Institute of Chartered Accountants of Sri Lanka.He was the Managing
Director / CEO of Chemanex PLC until 31st March 2013 and currently functions as a
Consultant to the Chemanex Group of Companies.
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He accounts for over 35 years post qualifying experience both locally and overseas,
specializing in Finance & Treasury operations.He is the Chairman of Lanka Rating Agency
(formerly Ram Rating) and Commercial Insurance Brokers Ltd. He is also the Deputy
Chairman of Commercial Bank PLC and a Group Director of CIC Holdings (PLC) and John
Keels Foods PLC.
He is a member of the Monitory Policy Consultants Committee of the Central Bank of Sri
Lanka and the Deputy Chairman of the Sri Lanka Institute of Directors.
Mr. Bertal Pinto-Jayawardena - Group Director- General Manager Finance & Planning
Executive Director
Mr. Pinto-Jayawardena is a Fellow of the Institute of Chartered Accountants of Sri Lanka
and an Associate Member of the Institute of Chartered Management Accountants UK. Mr.
Pinto-Jayawardena is also a Member of the Institute of Management, UK and a multiple
award winner at accounting examinations.
He counts nearly 30 years of experience in senior management positions which include
Head of Finance & Administration at Standard Chartered Bank, Head of Finance, MIS &
Risk Management of People’s Bank and Director of People’s Leasing Company. His last
tenure was at Janashakthi Insurance PLC as General Manager - Finance & Planning. His
initial professional training was at KPMG Ford Rhodes Thornton & Co. ending up as a Senior
Manager. During his tenure as a Manager, he was seconded to Peat Marwick Mitchell in
Zambia for a brief spell.
He is a holder of a Diploma in Risk Management obtained through a scholarship awarded
by the Swedish International Development Agency. He has also received extensive training
and exposure in Management, Banking Insurance & Finance in the UK, USA, and Japan
and at many other overseas programmes.
He has served as a resource person and a panelist at many professional fora organized by
the Institute of Chartered Accountants of Sri Lanka, CIMA Sri Lanka, Central Bank of Sri
Lanka, the Sri Lanka Insurance Institute and others. He was a Council Member of CIMA Sri
Lanka and has served on various committees of the Institute of Chartered Accountants.
He is also the Founder Trustee of Ekamuthu Oray Makkal Unity Mission Trust, a non-profit
organization fostering unity, integration, healing and reconciliation in Sri Lanka since May
2009, amongst teenaged youth.
He is an old boy of S. Thomas College, Mt. Lavinia. He has been actively involved in projects
relating to his Almamater where he was also the Founder Chairman of the STC Special
Events Team, which amongst others led the efforts to commemorate the 150th Anniversary
of the College and 125th Anniversary of the OBA.
4.2
DIRECTOR’S STATEMENT
No director or a person nominated to become a Director is/ was involved in the following
events
● A petition under bankruptcy laws filed against such a person or any partnership in which
he was a partner or any corporation of which he was as an executive officer.
● A conviction of fraud, misappropriation or breach of trust or any other similar offence
which the CSE considers a disqualification.
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4.3
DIRECTORS INTEREST IN ASSETS
Directors hold no interest in any assets acquired, disposed or leased by EAP Broadcasting
Company Limited during the past two years preceding the issue, and proposed to be
acquired, disposed or leased during the two years succeeding the issue.
4.4
DIRECTORS INTEREST IN CONTRACTS OR ARRANGEMENTS
There are no contracts or arrangements in force in which EAP Broadcasting Company
Limited is materially interested, in relation to the business of the Company as at the date of
the Prospectus.
4.5
DIRECTORS’ EMOLUMENTS
a) The aggregate emoluments including bonus and/or profit sharing payments made to the
Directors during the last completed financial year.
[ 52 ]
For the Financial Year 2013/14 (Gross)
- Rs. 25,770,464.00
For the Financial Year 2014/15 (April-March, Gross) - Rs. 113,780,000.00
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5
CORPORATE MANAGEMENT & SENIOR MANAGEMENT
Chief Operating Officers
Currently Buddika Kulasekara serves as the Executive Vice President/Chief Operating Officer of EAP
Broadcasting Company Limited (TV). In the above capacity he is liable of the entire operations of the
company and always ensures that the vision of the company is met whilst achieving its objectives
and expectations.
Buddika received his primary education from Vidyartha College, Kandy. For higher education he
attended the University of Colombo and obtained a Degree in Bachelor of Arts.
Further Buddika has over 14 years' of experience as a TV/Radio presenter having worked with major
radio broadcast companies in Sri Lanka such as ABC and TV Lanka. He is acclaimed for his concept
and presentation of 'Rathu Ira' and 'Sanda Madala' which is telecasted through Swarnavahini channel
for the past several years.
Though he has become popular from his career as a Television host he has appeared before the
public in versatile forms such as executive producer for teledramas Bandara Deiyo, Sayuri, Face
book, Para Walalu, Muthu Palasa, Giri Kula, Chess, Kalu Araliya etc. telecast on Swarnavahini. The
other popular programs created by him includes the reality shows such as dance stars dance, mega
star.
In addition to that he has initiated Swarna Nidanaya and Swarna Thun Paya promotional programmes.
Under the guidance of Buddika Swarnavahini was able to win the Ac Nielson/Slim Peoples awards
and many more awards during the past several years.
Mr. Chalaka Gajabahu (Executive Vice President /Chief Operation Officer - EBC Radio)
Starting his career in advertising at boutique creative shop Equinox, Chalaka soon graduated to the
likes of J.Walter Thompson, Oglivy & Mather, Leo Burnett and McCann Erickson. Following these, he
joined Lowe LDB as its Chief Operating Officer, one of the youngest ever to hold this position, aged
just 33, prior to being launched up the ranks to his current role of President.
Now, after almost two decades advocating major brands, across almost ever sector, including FMCG,
Banking, Financial Services, Telecomes, and even Hospitality, Chalaka has earned the respect,
admiration and trust of Lowe LDB's Clients, namely Unilever, Dialog and Elephant house, all leaders
in their respective sectors, a function of this dynamic, hands on leadership style and highly valued
judgement.
Importantly, Chalaka also brings to bear his extensive training in Planning Tools, at International
Lowe worldwide offices, which aid in insight mining abd develoing effective, Association of Accredited
Advertising Agencies (AA's Sri Lanka.
Chalaka Joined EAP Broadcasting Company recently and commenced duties in office upon the
resignation of Mr. Ryan Honter.
Mr. Buddika Priyanka Kulasekara (Chief Operating Officer - EBC TV)
5.1
DECLARATION BY THE CHIEF OPERATING OFFICER
The Chief Operating Officer of the Company is not and was not:
(a)Involved in a petition under any bankruptcy laws filed against such person or any
partnership in which he was a partner or any corporation of which he was an executive
officer;or
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(b) Involved in a conviction for fraud, misappropriation or breach of trust or any other similar
offence which the CSE consider as a disqualification; or
(c) The subject of any order, judgment or ruling of any court of competent jurisdiction
temporarily enjoining him from acting as an investment advisor, dealer in securities,
director or employee of a financial institute and engaging in any type of business practice
or activity.
5.2
PROFILES OF THE SENIOR MANAGEMENT
Mr. Anil Meegahage - Senior Executive Vice President, Marketing & Marketing
Communication
Mr. Meegahage has over 26 years coporate experience at local and multinational Companies.
He started his career from Uniliver Sri Lanka and served as Trade Marketing Manager.
Thereafter he headed one of the largest sales teams in the country at Sri Lanka Insurance
as General Manager Sales and Marketing, Overlooking Branch network. Overall 5000 Sales
teams and 1200 staff members. Afterwards he moved to local FMCG Company, Hemas
Consumer Goods as the Director Sales and International Business.
Professionally he holds a MBA from the University of Wales and also has a Post Graduate
Diploma in Marketing (DipM MCIM), the Chartered Institute of Marketing UK. He also
possesses over 9 years of lecturing experience for CIM and ICSA in Sri Lanka.
Mrs. Chammika Dayaratne (Chief Legal Officer/ Board Secretary)
Mrs. Chammika Dayaratne holds over 17 years of practice as an Attorney-at-Law, Notary
Public, Company Secretary and Commissioner for Oath .She possessed the professional
Qualification from Sri Lanka Law College and Academic Qualification from the Open
University of Sri Lanka. She is experienced in Civil Law, Labour Law, Contract Law, Notarial
Practice, Company Secretarial and Board Secretarial functions, HR functions and General
Administration.
Prior to being appointed as the chief legal officer she was employed at Swarnamahal
Financial Services PLC in the capacity of manager legal.
Mr K.C.P.P. Peiris - (Group Head of HR)
Mr Prabath Peiris is the Group Head of HR of Swarna-Solutions limited who joined the EAP
group in February 2006 as Manager Human Resource Development. Mr Peiris is very much
focused on developing and driving the company's good HR policies and practices to achieve
the overall vision, mission, and objectives of the Group.
Mr Peiris commenced his working career at Tea & Rubber Plantation Sector (managed
under Kotagala Plantations / George Stuarts & Lankem) as a plantation Superintendent and
has served over 13 years from 1992 - 2005. He began his HR career at CEAT International
Tyres ( Pvt ) Limited, in the management category.
Mr. Peiris has obtained professional qualifications from IPM (Institute of Personal
Management) and NIPM (Institute of Plantation Management). In addition, his MBA from
Cardiff Metropolitan University - UK has given him a professional edge to be more proactive
in contributing to the organization as a Senior Management member.
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J.M.P.S Jayaweera (Group Finance Manager)
Mr. Jayaweera is a fellow Charted Accountant from the Institute of Chartered Accountants
of Sri Lanka with over 25 years of experience in various Senior Finance roles across Middle
East, India, United Kingdom and in Sri Lanka.
Advisory & implementation of full scope Finance transformations, mergers, acquisitions &
integrations, Risk adjusted performance modelling & implementations, Business ownership
for large general ledger implementations and performance management modelling &
implementations are key highlights of his experience.
Mr. Josheph Davernal Arnolda (Group Head of IT)
Mr. Josheph Davernal Arnolda counts over 18 years of experience in the field of Information
Technology and holds a Master’s Degree in Business Administration (MBA) from Institute of
Chartered Financial Analysts of India (ICFAI). Presently he works as the Head of IT of the
EAP Group.
Mr. Ruwan Alokabandara (Group Head - Quality Assurance)
Mr. Ruwan Alokabandara counts over 13 years of experience in Quality Assurance &
System Implementation in the fields of Garment manufacturing, Telecommunication & Tea
processing. He is a diploma holder of Sri Lanka Standards Institution and holds a Master’s
Degree in Business Administration (MBA) from Mahatma Gandhi University -India. He is a
certified ISO 9001:2008 Lead Auditor and Six-Sigma Black belt holder.
Mr. Lasantha Samaranayake (Director - Engineering - Transmission)
Mr. Lasantha Samaranayake obtained a Post Graduate Diploma in Electronics and
Telecommunications Engineering at the University of Moratuwa, Sri Lanka and Masters
degree in Business Administration at the Postgraduate Institute of Management, University
of Sri Jayawardenepura, Sri Lanka. He has completed the British Computer Society
Examination in Information Technology and Engineering Council UK Degree in Electronic
and Telecommunication Engineering. Further he has completed the City & Guilds of London
Full Technological Examination.
He started his carrier at the Sri Lanka Rupavahini Corporation, in August 1982 till August
1999. He held different positions at SLRC including Deputy Director Engineering of
Transmitter division and IT division. Further he was the Engineer in charge in Tanning,
Projects and planning. On the same period he worked as a visiting Lecturer & Examiner to
Institute of Engineering Technology, Katunayake - Sri Lanka.
Then he joined EAP Network (pvt) Ltd (now known as EAP Broadcasting Company Ltd)
as Deputy Director Engineering in August 1999 to January 2001. He was promoted as the
Director Engineering in January 2001 and in the capacity of Director Engineering, was is
responsible for the TV and Radio Broadcast - Engineering and operation of the entire TV
and Radio Network (Three separate radio channels and two separate TV channels are
in the network), Management/Administration of the Engineering Division, Planning and
Implementation of upgrading the Television and Radio Transmitter Network.
He worked as a member of the team which developed the Roadmap for the transition from
analog to Digital Terrestrial television in Sri Lanka with collaboration with ITU. Further he
was a member of the team appointed by Ministry of Media to develop A Policy Framework
for the Digitalization of Terrestrial Television Broadcasting in Sri Lanka. He is in the Advisory
committee of NAITA Sri Lanka in the field of Electronic and Telecommunication Engineering
in the field of IT.
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He is a Chartered Engineer (C.Eng) of Institution of Engineers Sri Lanka and Engineering
Council of UK. Further he is a Charted IT Professional by British Computer Society (CITP). He
is a corporate Member of Institute of Engineers Sri Lanka (MIE(SL)), Institute of Engineering
and Technology UK (MIET), British Computer Society (MBCS) , Institute of Electrical and
Electronics Engineers USA (MIEEE),
Mr. W.A.Shanthakumara (Director - Engineering)
Mr. W.A.Shanthakumara, Director Engineering - MCR & Maintenance of EAP Broadcasting
Company Ltd, directs the company towards its mission to maintain higher Engineering
standards, internationally accepted in the field of Broadcasting.
He is in charge of the Master Control Room, Production Studios , Engineering Maintenance,
ENG / EFP and Production Services division which is essential in providing an excellent
support for the smooth , uninterrupted operation of the Channel .
Starting his carrier in the field of Radio & TV Broadcasting in 1982 with Sri Lanka Rupavahini
Corporation at the very inception, he was exposed to many challenging experiences for the
past 29 years with the industry. Due to his innovative approach of achieving targets, he
was entrusted the rare opportunity of designing, Installing and Commissioning the MasterControl Transmission, Studio , Production and Post-production facilities for several key
industry players such as Swarnavahini , ETV , TNL and YATV and regional TV Training
Institutions such as Sri Lanka Television training Institute (SLTTI).
Main Concept being ‘ Standardized, Cost Effective, Modular Design ‘ all these projects
presently perform at their peak functionality and where he has even received International
awards recognizing the contribution to the industry.
Mr.Shanthakumara obtained his professional qualifications from the Universities of Colombo
and Moratuwa followed by the Diplomas in TV Studio Design / Management and Transmitter
Operation / Maintenance from United States Telecommunication Training Institute and Voice
Of America, Washington DC, USA and Television training Centre , Berlin , West Germany.
At present he is reading for an MBA from the Open University of Sri Lanka
He also holds memberships from professional organisations such as IEEE-USA , IIESL SL . and a regular attendee of International Broadcasting conferences contributing to the
research community.
Mr. Ranjith Dylan Samuel (Director-Sales & Marketing)
Mr. Ranjith Dylan Samuel counts over 22 years of experience in the field of Media after
commencing his career as a Media Planner at Thompson Associates (Pvt) Ltd. In 1996,
he joined EAP Networks (Pvt) Ltd as a Media Planner. He possesses experience in Media
Strategy Planning, Budgetary Planning, Analyzing Competitor Activity and analyzing Media
Research.
He was promoted as an Assistant Director in 2009 and in 2012 being promoted as the
Deputy Director - Sales & Marketing, he was involved in Marketing Strategic Planning,
Industry Approach Methodologies and Device Action Plans etc. Presently he employs as
the Director - Sales & Marketing.
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Mr. Sameera Fernando (Assistant Director - Programming E FM)
Mr. Sameera Fernando has over 13 years’ experience as a radio presenter having worked
with major radio broadcast companies in Sri Lanka such as ABC and MBC.
He started his career in radio at CCL as a presenter in March 2000 but later joined the
marketing division of ABC Pvt. Ltd. Thus, shortly after joining ABC, he joined Yes FM (MBC)
as a radio presenter. At MBC, he also had the opportunity to host a TV programme called
“Planet Pulse” where he hosted the show for two years.
He rejoined CCL as the Programmes Manager of E FM when the station re-launched in 2007.
Since then, he has been responsible for the day to day operations of the station including
overlooking productions, play listing, scriptwriting, liaising with the station’s marketing team,
conceptualizing radio campaigns, handling budgets, among many others.
He has received his early education from renowned institutions overseas including Burma,
Thailand, and Canada. He was also pursuing a Business Management degree in New
Zealand.
Mr. Charuka Suraweera (Assistant Director - Programming Shree FM)
Mr.Charuka Suraweera has always been passionate about radio and has been with the
company for almost a decade honing his skills and experience as a radio presenter.
He has joined Colombo Communications as a senior script writer for Shree FM in 2000.
Shortly after he joined, he has been tasked to oversee the production materials of the
station and was promoted to Assistant Programmes Manager. Currently, Charuka heads
the programming division of Shree FM as the Assistant Programme Director of the station.
As the head of the station, he is in the process of revitalising and injecting new content
into existing Shree FM programmes and have come up with the most innovative radio
campaigns and promotions including award-winning campaigns like the Shree FM Badu
Malla. His responsibilities include liaising with the different departments of CCL, organising
and coordinating media sponsorships for outdoor events, and organising workshops and
trainings.
Mr, Charuka’s Suraweera’s programme ideas and radio promotions/campaigns have
also garnered the station numerous national awards including Best Radio Entertainment
Programme for Kanamediri Rathriya at the Sumathi Awards a few years back.
Mr. Vasanthe Karunaratne (Assistant Director - Programming Ran FM)
Mr. Vasanthe Karunaratne started his career in radio as a junior presenter at SLBC in 1976.
During his stay at SLBC, he has developed his aptitude for presenting and by 1998 he was
an announcer for the company’s four radio channels. He was also one of the pioneers of the
organisation’s National Sports Channel.
He worked for ABC Radio Network as a Programme Manager and spearheaded the launch
of Shaa FM. He joined Colombo Communication in 2004 to start Raja FM, but later left to
become the Senior Manager of Shaa FM.
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Finally, Vasanthe rejoined Colombo Communications Ltd. in 2007 as the Programme
Manager of Ran FM. Since then, he has been actively involved in planning innovative
programmes for the channel and has led Ran FM to new heights. He was involved in planning
and organising different radio promotions and campaigns including Padiyata Padiya, Ran
Thatu Sawariya, Ran Dansela, Yapanayata Piyabanna.
Currently, he is the assistant director programming of the station and manages the different
divisions of the station including programming, promotions, and news.
He obtained The Media Diploma from Colombo University and he is currently pursuing a
course in Media at Sri Jayawardenapura University.
5.3
EMOLUMENTS OF THE SENIOR MANAGEMENT
The Aggregate emoluments paid to the Senior Management comprising and/or profit sharing
payment during the financial year ended 31st March 2014 was LKR 61.2 mn
The estimated emoluments including bonus and/or profit sharing payment payable for the
financial year ending 31st March 2015 is LKR 76.5 mn
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6
STATUTORY DECLARATIONS
6.1
STATUTORY DECLARATION BY THE DIRECTORS
We, the undersigned who are named herein as Directors of EAP Broadcasting Company
Limited hereby declare and confirm that we have read the provisions of the Companies Act
No. 7 of 2007 relating to the issue of the Prospectus and that those provisions have been
complied with.
"This Prospectus has been seen and approved by the Directors of EAP Broadcasting
Company Limited and they collectively and individually accept full responsibility for the
accuracy of the information given and confirm that provisions of the CSE Listing Rules and
of the Companies Act No. 07 of 2007 and any amendments to it from time to time have been
complied with and after making all reasonable enquiries and to the best of their knowledge
and belief, there are no other facts the omission of which would make any statement herein
misleading or inaccurate. Where representations regarding the future performance of the
Entity have been given in the Prospectus, such representations have been made after due
and careful enquiry of the information available to the entity and making assumptions that
are considered to be reasonable at the present point in time in the best judgment of the
Directors."
An application has been made to the Colombo Stock Exchange for permission to deal in
and for a listing of Debentures issued by EAP Broadcasting Company Limited and those
debentures which are the subject of this issue. Such permission will be granted when
Debentures are listed in the Colombo Stock Exchange. The Colombo Stock Exchange
assumes no responsibility for the correctness of any of the statements made or opinions
expressed or reports included in this Prospectus. Listing on the Colombo Exchange is not be
taken as an indication of the merits of EAP Broadcasting Company Limited or the Debenture
issue."
Sgd
Chairman
Sgd
Mano Tittawella
Deputy Chairman
Sgd
Jeewaka Edirisinghe
Director
Sgd
Deepa Edirisinghe
Director
Sgd
Sgd
Sgd
Sgd
Nalaka Edirisinghe
Director
Sgd
Bertal Pinto-Jayawardena
Director
Asanka Edirisinghe
Director
Neilendra Iomal Russel De Mel
Director
Mahinda Preethiraj Jayawardena
Director
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6.2
DECLARATION BY THE MANAGERS TO THE ISSUE
We, People's Bank - Investment Banking unit, of People's Bank Head office, 13th floor,
No 75, Sir Chittampalam A Gardiner Mawatha, Colombo 02 being the managers to the
Debenture issue of EAP Broadcasting Company Limited, hereby declare and confirm that to
the best of our knowledge and belief that the Prospectus constitutes full and true disclosure
of all ,material facts about the issue and about the EAP Broadcasting Company Limited ;
whose Rated Redeemable Debentures (with a Sinking Fund Mortgaged in favour of the
Trustee) are being issued and the People's Bank Investment banking Unit has satisfied itself
that profit forecasts have been stated by the directors after due and careful enquiry
The Common Seal of People's Bank was affixed on the 27th May 2015 day at Colombo in
the presence of two Directors and Secretary to the Board of Directors of People's Bank
Sgd.
Secretary to the Board
Sgd.
Director
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Sgd.
Director
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7
Financial Information
7.1
Financial reports
The following financial statements of EAP Broadcasting Company Limited are available on
the website of the Company (eapholdings.lk) and are attached to the prospectus.
- Audited financial statements of the Company for the year ended 31 March 2014.
- Unaudited Interim financial statements of the Company for the period of 31st March
2015.
- Summarized financial statement for the five years (2010-2014) preceding the date of the
application stating the accounting policies adopted by the entity certified by the auditors.
Qualifications carried in any of the auditor's reports covering the period in question and
any material changes in accounting policies during the relevant period.
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E.A.P.BROADCASTING COMPANY LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31ST MARCH 2014
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DEBENTURE ISSUE 2015
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prospectus - Colombo Stock Exchange

Transcription

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