PROVEN Prospectus Released

Proven

PROVEN Investments Limited is seeking to raise J$1 billion by offering for subscription 200,000,000 cumulative redeemable preference shares at a subscription price of J$5.00 per share. Dividends will be paid quarterly at 8%.

With NCB Capital Markets Limited as its lead broker the offer is fully underwritten for J$1.0 billion dollars and if the offer is oversubscribed, the Directors may (in consultation with the Investment Manager and Lead Broker) increase the number of Shares available for subscription in the Offer.

As it relates to the tax status of this investment, they have stated that, “Dividends will be paid by the Company without withholding of tax. By virtue of the Caricom double taxation treaty, persons resident in Jamaica will not be subject to tax on dividends paid by the Company.” They have further reinforced this point in the prospectus;

Proven Investments is incorporated in St. Lucia as an International Business Company (“IBC”), and it has elected to pay corporate income tax at the rate of 1% in that country. Under the Caricom double taxation treaty, based on that election, dividends paid by PIL are not taxable in other Caricom states which are parties to the treaty (including Jamaica). Furthermore, St. Lucia does not tax distributions by St. Lucia IBCs to residents of other countries.

Other Details

Here are some other details relating to the offer.

• Offer Price: Five Jamaican Dollars (J$5.00) per 8.00% Preference Share
• No. of Shares Offered: 200,000,000 preference shares
• Amount intended (Offer Capitalization): J$1,000,000,000 (One Billion Jamaican dollars)
• Tenor: Sixty (60) Months
• Maturity Date: December 23, 2016
• Dividends: Paid Quarterly – A cumulative preferential dividend at a fixed rate of 8.00% per annum will be payable quarterly on the 23rd day of March, June, September and December.

As outlined in the Chairman’s statement PROVEN intends to make acquisitions and continue to invest in blue-chip Jamaican companies. Part of the statement reads;

The purpose of the offer is to raise funds to pursue additional acquisition opportunities, to fund corporate debt deals with Jamaican blue-chip companies, as well as to expand our investment portfolio, with the purpose of continuing to provide an enhanced level of income, above average returns, and preservation of capital for you, our members.

They intend to have the shares listed on the Jamaica Stock Exchange in Jamaican dollars.

More about PROVEN

• On July 14, 2011, PIL became the first company to list ordinary shares on the Jamaica Stock Exchange denominated in United States dollars
• Proven Investments Limited (“the Company”) is incorporated in St. Lucia on November 25, 2009 as an International Business Company
• The primary business of PIL is the holding of tradable securities for investment purposes
• In February 2010, PIL successfully raised US$20,000,000 in equity capital through its fully subscribed private placement of ordinary shares which was one of the largest private or public US Dollar equity offerings in the history of Jamaica’s capital market.
• The Company also raised approximately US$9.6 million from a rights issue in August 2010. That month, PIL acquired a 100 percent stake in Guardian Asset Management Jamaica Limited, a subsidiary of the Trinidadian conglomerate Guardian Holdings Limited. The entity was renamed Proven Wealth Limited (“PWL”)