Mauritius Development Investment Trust : NAV

PROSPECTUS OF IBL LTD

IN RESPECT OF THE ISSUE AND LISTING BY WAY OF AN OFFER FOR SUBSCRIPTION ON THE OFFICIAL MARKET OF THE STOCK EXCHANGE OF MAURITIUS LTD OF UP TO MUR 3 BILLION OF SECURED MULTI-CURRENCY FIXED RATE NOTES (THE "NOTES")

SPONSORING BROKER

M.C.B STOCKBROKERS LIMITED

CORPORATE FINANCE ADVISER

MCB FINANCIAL ADVISERS

PROSPECTUS OF IBL LTD

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Secured Fixed Rate Notes by IBL Ltd

An unlimited life public company limited by shares incorporated on 26 February 1970 in the Republic of Mauritius, bearing business registration number C07001778 and having its registered office at 4th Floor, IBL House, Caudan Waterfront, Port Louis, Mauritius

This prospectus ("Prospectus") is issued pursuant to the Securities Act 2005, the rules, regulations and guidelines made thereunder and is deemed to be the listing particulars for the purposes of the Listing Rules ("SEM Listing Rules") of The Stock Exchange of Mauritius Ltd ("SEM") in relation to a listing by way of an offer for subscription of the Notes on the Official Market of the SEM. This Prospectus relates to the issue of an aggregate principal amount of up to MUR 3,000,000,000 of Notes (the "Issue"), inclusive of any oversubscription (based on the FX Reference Rate (as defined below), where Notes in the EUR Tranches (as defined below) are issued) (the "Maximum Aggregate Principal Amount").

The Issuer shall:

• issue (i) a minimum of 1,500,000 MUR denominated Notes at the applicable Issue Price per Note (as defined below) (the "Minimum Aggregate Principal Amount"), and (ii) at its sole and absolute discretion, may issue such number of EUR (based on the FX Reference Rate) and/or MUR denominated Notes at the applicable Issue Price Per Note (the "Oversubscription Amount"), provided that the Maximum Aggregate Principal Amount is not exceeded; and
• list the Notes on the Official Market of the SEM

The date of this Prospectus is 28 November 2022 and amended on 10 February 2023

LEC Reference: LEC/OS/01/2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Prospectus provides information to the general public pertaining to the subscription of the Notes to be issued by IBL Ltd ("IBL" or the "Issuer") and includes information given in compliance with Chapter 9 Part B of the SEM Listing Rules with regard to the issue and listing of (i) a minimum of 1,500,000 MUR denominated Notes at the relevant Issue Price per Note for an aggregate principal amount of MUR 1,500,000,000, and (ii) such number of EUR and/or MUR denominated Notes, as may be determined at the sole discretion of the Issuer, provided that the Maximum Aggregate Principal Amount is not exceeded. The Notes shall be admitted on the Official Market of the SEM by way of an offer for subscription.

An application was made to the SEM for the listing and permission to deal in the Notes and this Prospectus has been approved by the Listing Executive Committee of the SEM ("LEC") on 23 November 2022. The changes to the Prospectus was approved by the Listing Division of the SEM on 10 February 2023. A listing has not been sought for these Notes on any other stock exchange. On the first day of listing and trading of the Notes on the Official Market of the SEM, the Issuer undertakes to make available 1,000 Notes at an indicative price of MUR 1,000 per Note in the relevant MUR Tranches (as defined below) and, in the event that the EUR denominated Notes are raised, 25 Notes at an indicative price of EUR 1,000 per Note (as may be adjusted in accordance with the Tick Size) in the relevant EUR Tranches (as defined below).

This Prospectus has been registered with the Financial Services Commission ("FSC") pursuant to the Securities Act 2005 and the rules and regulations made thereunder.

For a full appreciation of this Prospectus, it should be read in its entirety. If you have any doubt as to the action you should take, please consult your banker, stockbroker, legal advisor, accountant or other professional advisor immediately.

The attention of readers is drawn to Section A below, which contains a summary definition of all key terms used in this Prospectus.

This document is not to be redistributed, reproduced, or used, in whole or in part, for any other purpose.

SELLING RESTRICTIONS

The circulation and distribution of this Prospectus in certain jurisdictions may be restricted by law. Persons who may come into possession of this Prospectus are required to inform themselves of, and to observe, any such restrictions. This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, a security in any jurisdiction in which it is unlawful to make such an offer or to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction.

The Notes and this Prospectus have not been registered under the United States Securities Act of 1933, as amended, or the United States Investment Company Act of 1940, as amended and may not be offered, sold or delivered in the United States of America, or to or for the account of a U.S. Person. Any investor should consult his own legal, tax and other advisers to determine whether an investment in the Notes could result in adverse consequences to the investor or its/his related persons and affiliates. All U.S. Persons may have United States tax consequences arising from investing in the Notes.

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DISCLAIMER

Neither the LEC, the SEM nor the FSC assumes any responsibility for the contents of this document. The FSC shall not be liable to any action in damages suffered as a result of the registration of this Prospectus. The LEC, the SEM and the FSC make no representation as to the accuracy or completeness of any of the statements made or opinions expressed in this document and expressly disclaim any liability whatsoever for any loss arising from or in reliance upon the whole or any part thereof.

This Prospectus and such other information provided in connection with this Prospectus are not intended to provide a basis for any credit or other evaluation. Prospective Investors should ensure that they understand the nature of the relevant Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial condition.

The Corporate Finance Adviser and the other professional advisers have not separately verified the information contained herein provided to them by the Issuer. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by them as to the accuracy or completeness of the information contained in this Prospectus or any other information provided by the Issuer. The Corporate Finance Adviser and the other professional advisers do not accept any liability in relation to the information contained in this Prospectus or any other information provided by the Issuer in connection with the Issue. Any information on taxation contained in this Prospectus is a summary of certain tax considerations but is not intended to be a complete discussion of all tax considerations. The contents of this Prospectus are not to be construed as investment, legal or tax advice. Prospective Investors should consult their own lawyer, accountant, or investment advisor as to legal, tax and related matters concerning their investment.

Furthermore, nothing in this Prospectus shall be construed as a recommendation by the Issuer and/or the Corporate Finance Adviser that any recipient thereof should purchase the Notes.

Unless otherwise specified herein, the statements and information contained in this Prospectus have been compiled as of 30 September 2022. Neither the delivery of this Prospectus nor any allotment or issue of any Notes shall under any circumstances create an implication or constitute a representation that the information given in this Prospectus is correct as at any time subsequent to the date thereof.

DIRECTORS CONFIRMATION

The directors, whose names appear on pages 15 to 20, collectively and individually confirm that the accounts (financial statements) of the Issuer for the financial years ended 30th June 2020, 30th June 2021 and 30th June 2022 have been prepared in accordance with the Securities Act 2005 and with relevant accounting standards (as described under the 'Basis of Preparation' section of the Issuer's audited financial statements), and accept full responsibility for them.

The directors confirm that they have received the consent of its auditor for the inclusion of its independent audit report dated 3 November 2022 in the Prospectus and that the auditor accepts responsibility for them, and that the auditor has not become aware, since the date of the report, of any matter affecting the validity of that report at that date. The directors also confirm that the consent letter of its auditor has been filed with the FSC and that the auditor has not withdrawn its consent as at the date the Prospectus was lodged with the FSC for an acknowledgement of filing.

RESPONSIBILITY STATEMENT

The Directors, whose names appear on pages 15 to 20, collectively and individually accept full responsibility for the accuracy and completeness of the information contained in this Prospectus and confirm, to the best of their knowledge and belief after having made all reasonable enquiries, that this Prospectus complies with the Securities Act 2005 (including applicable rules, regulations and guidelines issued thereunder) and the SEM Listing Rules, and that this Prospectus contains or incorporates all information which is material in the context of the Issue and the offering of the Notes, that the information contained or incorporated in this Prospectus is true and accurate in all material respects and is not misleading, that the opinions and the intentions expressed in this Prospectus are honestly held and that there are no other facts, the omission of which would make this Prospectus or any of such information or expression of any such opinions or intentions misleading. Please refer to Schedule 2 of this Prospectus in relation to this statement signed by all the directors of the Issuer.

This Prospectus has been approved by the Board (as defined below) of the Issuer on the 3rd November 2022 and signed on its behalf by:

Jan Boullé	Arnaud Lagesse
Chairman	Director

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Contents

A. SUMMARY AND OVERVIEW OF THE ISSUE	5
B. GLOSSARY OF DEFINITIONS AND ABBREVIATIONS	9
C. DOCUMENTS INCORPORATED BY REFERENCE	12
D. DESCRIPTION OF THE ISSUER	12
E. TERMS AND CONDITIONS OF THE NOTES	30
	1.	Issue	30
	2.	Form of the Notes	30
	3.	Status of the Notes	31
	4.	Security interest	31
	5.	Security Substitution	31
	6.	Permitted Disposal under the Floating Charge	32
	7.	Permitted Partial Release of a Share Pledge	32
	8.	Use of Proceeds	32
	9.	Interests	32
	10.	Redemption and Purchases	33
	11.	Payments	34
	12.	Exclusion of Rights	34
	13.	Taxation	34
	14.	Events of Default	34
	15.	Treatment of unclaimed money	35
	16.	Transfer and Transmission of Notes	35
	17.	Register	35
	18.	IPA	35
	19.	Noteholders' Representative	36
	20.	Notices	36
	21.	Meetings of Noteholders and Rights of Noteholders	36
	22.	Modification	37
	23.	Further Issues	37
	24.	Data protection notice	37
	25.	Governing law and jurisdiction	38
F.	ISSUER'S FINANCIAL POSITION	39
G.	SUBSCRIPTION AND SALE	56
H.	RISK FACTORS	58
I.	MAURITIUS TAXATION	62
J.	DOCUMENTS AVAILABLE FOR INSPECTION	62
K.	CORPORATE INFORMATION	63
	Schedule 1: Comprehensive Indebtedness Statement	64
	Schedule 2: Directors' Statement	67
	Schedule 3: Application form	72

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A. SUMMARY AND OVERVIEW OF THE ISSUE

This overview must be read as an introduction to this Prospectus. Any decision to invest in the Notes should be based on consideration of this Prospectus as a whole, including the Documents Incorporated by Reference.

A.1	PARTIES
Issuer		IBL Ltd, a public company limited by shares, incorporated
		under the laws of Mauritius with business registration number
		C07001778 and having its registered office at IBL House, Caudan
		Waterfront, Port Louis, Mauritius
Corporate Finance Adviser	MCB Financial Advisers, trading under the name of MCB Capi-
		tal Markets, a private company incorporated under the laws of
		Mauritius with business registration number C17145952 and
		having its registered office at Sir William Newton Street, Port
		Louis, Mauritius
Issuing and Paying Agent	M.C.B. Registry and Securities Ltd., a private company limited by
		shares incorporated under the laws of Mauritius with business
		registration number C07009196 and having its registered office
		at Sir William Newton Street, Port Louis, Mauritius
Sponsoring Broker	M.C.B Stockbrokers Limited, a private company limited by shares
		incorporated under the laws of Mauritius with business registra-
		tion number C07007927 and having its registered office at Sir
		William Newton Street, Port Louis, Mauritius
Noteholders' Representative	Fincorp Investment Limited, a public company limited by shares
		incorporated under the laws of the Republic of Mauritius
		with business registration number C10001015, and having its
		registered office at MCB Head Office, Sir William Newton Street,
		Port Louis, Mauritius
Noteholders	The holders of Notes as recorded in the register maintained by
		the CDS
A.2	GENERAL

Instrument

Offer Mode

Type of Notes

Currency

Tranche Reference Number

Principal Amount per Note

Issue Price per Note

Minimum Aggregate Principal Amount

Secured Fixed Rate Notes

Public offer in accordance with the Securities Act 2005 and the Securities (Public Offers) Rules 2007

Secured MUR	Secured EUR	Secured MUR	Secured EUR
Fixed Rate Notes	Fixed Rate Notes	Fixed Rate Notes	Fixed Rate Notes
MUR	EUR	MUR	EUR
FRN-01-	FRN-01-	FRN-01-	FRN-01-
MUR-032027	EUR-032027	MUR-032030	EUR-032030
MUR 1,000	EUR 1,000	MUR 1,000	EUR 1,000

100% of the Principal Amount per Note

The Issuer:

• shall raise a minimum of MUR 1,500,000,000 (the "Minimum Aggregate Principal Amount") across tranches having reference numbers FRN-01-MUR-032027 and FRN-01-MUR-032030 (together the "MUR Tranches");
• shall not raise Notes under an MUR Tranche if the aggregate nominal amount across that MUR Tranche is less than MUR 25,000,000 (the "Minimum Tranche Amount"); and
• may raise part or the whole of the Minimum Aggregate Principal Amount across any of the MUR Tranches

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