This offering is being made in Jamaica as a public offering of securities in accordance with the Companies Act, 2004 as amended and the Securities Act 1999 as amended. These securities may be offered to, purchased or otherwise acquired by prospective investors organized or a resident in Jamaica without restriction. This offering is not being made in any jurisdiction in which the offer to sell these securities to, or a solicitation of an offer to buy these securities from, any person would violate the securities or other relevant laws of such jurisdiction.

SUMMARY OF INVITATION:

The following summary information is derived from and should be read in conjunction with, and is qualified in its entirety. You’re advised to read the summary in fullest before investing.

 

ISSUER:

PROVEN INVESTMENTS LIMITED (“PIL” or the “Company”) 20 Micoud Street, Castries, St. Lucia 

Email: info@weareproven.com 

Website: www.weareproven.com

SIZE OF ISSUE:

178,571,429 New Ordinary Shares, provided that the number of New Ordinary Shares available for subscription in the Invitation may be increased by a maximum of 89,285,714 New Ordinary Shares, for a maximum total offering size of 267,857,143 New Ordinary Shares

DESCRIPTION OF SECURITIES BEING ISSUED:

New ordinary shares of US$0.01 par value in the capital of the Company ranking paripassu in all respects with the Existing Ordinary Shares upon the issue. The Company will apply to the JSE to have the New Ordinary Shares that are issued pursuant to the Invitation listed on the USD and Main Markets of the JSE.

SUBSCRIPTION PRICE:

US$0.28 or J$38.64 per New Ordinary Share, payable in full on Application using an Approved Payment Method.

MINIMUM SUBSCRIPTION AMOUNT/MULTIPLES:

Applications must request a minimum of 1,000 New Ordinary Shares. Applications above this amount shall be in multiples of 100 New Ordinary Shares.

UNDERWRITING:

The Invitation is underwritten by Sagicor Investments Jamaica Limited, whose underwriting commitment is capped at US$50 million.

 

Expected TimeTable to Invitation:

Invitation Opens: Wednesday, March 11, 2020

Invitation Closes: Tuesday, March 31, 2020 

Announcement of Basis of Allocation: Thursday, April 9, 2020 

Allotment of New Ordinary Shares: Thursday, April 9, 2020

 

COMPANY’S HISTORY:

Proven Invested Limited was incorporated in St. Lucia on November 25, 2009, as an IBC. Its registered office is located at McNamara Corporate Services Inc., 20 Micoud Street, Castries, St. Lucia. PIL has not established a place of business in Jamaica. Its assets and operations are managed by the Investment Manager, PROVEN Management Limited, a company incorporated in Jamaica and licensed by the FSC. PIL aims to provide its shareholders with the benefits of the prospect of US$ dividend payments and a tax-efficient investment asset. Our current corporate structure is set out below. 

 

PIL commenced operations in February 2010 when it successfully raised US$20 million in equity capital in the Jamaican market through its fully subscribed private placement of ordinary shares. This private placement was one of the largest private or public US Dollar equity offerings in the history of Jamaica’s capital market at that time. Since then, PIL has gone on to successfully raise funding to support the execution of its business strategies, raising over US$67 million via additional issues of ordinary and preference shares and over US$200 million in debt securities. 

 

Proven Management Limited Board & Management:

PML brings together one of the most experienced teams in the Jamaican financial sector, who in aggregate have successfully managed billions of dollars of investments, delivering consistent returns and expert financial advice over the past two decades. Members of the PML team have had significant prior experience in establishing, managing and developing new businesses and returning significant financial benefits to their investors. The team’s experience spans asset management, corporate finance, corporate and commercial law, financial advisory services, merchant banking, stock brokerage, pension fund management, unit trust management.

 

FINANCIAL PERFORMANCE: 

(Summary of Financial Report of the year ended 31, 2019)

Solid Core Growth:

PIL experienced double-digit growth in profitability, recording Net Profit attributable to the Owners of the Company (NPAO) for the fiscal year of US$6.97 million. Total Net Revenue for the year ended March 31, 2019, experienced a 4.3% increase to US$37.72 million compared to US$36.15 million earned during the year ended March 31, 2018. This was mainly due to an improvement in Fees and Commission, Pension Management Income and Net Foreign Exchange Gains. 

Finances:                                                                    

 

 

Mar 2019

Mar 2018

Mar 2018

Operating revenue net

of interest expense

 

32,879

32,483

23,816

Profit attributable to

equity holders of the

parent after income tax

and extraordinary item

 

10,185

9,507

6,936

Profit after income tax

and extraordinary item

 

6,968

 

5,682

4,064

Shareholders’ equity

92,013

85,095

71,536

 

 

 

 

 

STRATEGIC OUTLOOK:

The journey to Vision 2022 will be underpinned by two critical foundations:

 

  1. ‘Business as usual’ transformation – this involves improving the existing foundation whilst growing organically. Our focus will be on maximizing value creation and extraction in respect of portfolio companies through both organic and inorganic growth. 
  2. ‘Future Proofing’ the Group – this involves a keen focus on continued growth through acquisition and ensuring that the Group remains relevant in this era of disruption. This will be executed through the strategic adoption of technology, as well as an exploration of investment opportunities in fintech and investments within the nonfinancial service sectors.

 

Anchored by these two foundation principles, and relying on our investors, business model, governance structure and people/culture, we look forward to achieving these 2022 strategic objectives: 

  1. To be an efficient allocator of capital 
  2. To generate the highest possible risk-adjusted return for our shareholders 
  3. Sustainable business growth with a targeted capital base of US$150 million by 2022.

APPLICATION PROCEDURES & CONDITIONS OF INVITATION:

  1. You may apply for the New Ordinary Shares in the Invitation by using (i) the relevant Application Form included with this Prospectus, which is available for download on our website at www.weareproven.com and the JSE’s website at www.jamstockex.com or (ii) by way of IPOPRO, the Lead Broker’s online application portal, which can be accessed by logging on to www.ipopro.com or (iii) any other approved online application portal used by an appointed Selling Agent for the Invitation. 

 

  1. Each Application for the New Ordinary Shares must be for a minimum of 1,000 New Ordinary Shares, and Applications above this amount shall be in multiples of 100 New Ordinary Shares. 

 

  1. If you apply via IPOPRO, you should follow the instructions set out in Appendix 2. If you utilize a Selling Agent’s approved portal, you should comply with the instructions provided by such Selling Agent. If you choose to apply using a paper Application Form, your duly completed and signed Application Form TOGETHER WITH the following supporting documents should be delivered to the locations specified in Appendix 6 of this Prospectus on or before 4:00 pm on the Closing Date. Your application will be deemed incomplete if the applicable supporting documents are not included. 

 

Supporting Documents:

  1. Copy of valid identification (Driver’s Licence, Passport or National ID) for all individual Applicants 
  2. Copy Tax Registration Number card for all Applicants resident in Jamaica (NB: if the document tendered at Item 1 is the Jamaican driver’s license, this will not be required).
  3. Payment or proof of payment using an Approved Payment Method (where applicable)

 

  1. Each Application must be accompanied by payment or evidence of payment using an Approved Payment Method. 

 

  1. Neither the submission of an Application by an Applicant nor its receipt by the Company will result in a binding contract between the Applicant and the Company. Only the allotment of New Ordinary Shares by the Registrar on behalf of the Company to an Applicant (whether such New Ordinary Shares represent all or part of those specified by the Applicant in their Application) will result in a binding contract under which the Applicant will be deemed to have agreed to subscribe for the number of allotted New Ordinary Shares at the Subscription Price, subject to PIL’s Articles of Association and the terms and conditions set out in this Prospectus.

 

  1. Multiple Applications by the same Applicant shall be treated as a single Application for the purpose of Allocation/Allotment. For this purpose, Applicants will be regarded as being the same where it is either the same individual or corporate Applicant or, in the case of joint Applicants, the joint holders identified for each Application are the same.

 

All clients transferring funds via Wire &/Or RTGS to PWL, should ONLY use these accounts:

 

  1. This Invitation shall be governed by, and construed in accordance with the laws of Jamaica





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