Prospectus

This Prospectus details the public offer (Offer) of 8,000,000 Ordinary Shares (Shares) in Port Denarau Marina Limited (PDML) at $1.31 per share.

The public offer is being made by Skeggs Group Limited, the sole Shareholder of PDML. All ordinary shares are equally ranked, including with regard to voting, dividends and in liquidation.

This Prospectus is dated 8th July, 2019 and was registered by the Reserve Bank of Fiji (RBF) on 9th July, 2019.

It contains information that is required to be disclosed for the listing of PDML on the South Pacific Stock Exchange (SPX). Potential investors should read this Prospectus in full and are advised to seek professional advice before deciding to buy or sell Shares in the Company.

The Offer

This Prospectus was prepared for the purposes of the Offer of PDML Shares to selected parties, and the listing of PDML on the SPX. In accepting this Prospectus, the recipient agrees for itself and its related bodies corporate and their respective directors, officers, employees, agents, representatives
and advisers (together the Recipient) that it is provided on the terms and conditions of this Important Notice.

This Prospectus does not constitute an offer or invitation to apply for shares in any place in which, or to any person to whom, it would not be lawful to make such an offer or invitation. No action has been taken to register or qualify the Shares, or to otherwise permit a public offering of Shares, in any
jurisdiction outside Fiji.

Recipient Should Conduct Own Investigation & Analysis

The information contained in this Prospectus is not financial advice and does not take into account your investment objectives, financial situation or particular needs. It is important that you read this Prospectus carefully and in full, and seek professional advice as required, before deciding whether to invest. In particular, you should consider the assumptions underlying the Financial Information (refer Section 6) and the risk factors (refer Section 11) that could affect the business, financial condition and financial performance of PDML. You should carefully consider these risks in light of your investment objectives, financial situation and particular needs (including financial and taxation issues) and seek professional advice before deciding whether to invest in Shares. There may be risks in addition to these that should be considered in light of your personal circumstances.

Financial Information

The Prospectus includes information regarding the past performance of PDML. Investors should be aware that past performance should not be relied upon as an indication of future performance.

Historical Financial Information is presented in accordance with the principles and standards of the Fiji Institute of Accountants and relevant International Financial Reporting Standards. All financial amounts contained in this Prospectus are expressed in Fijian dollars.

Disclaimer

Except as required by law, and only to the extent so required, none of Skeggs Group Limited, PDML, the Directors, PDML management, the Offer Manager or any other person warrants or guarantees the future performance of PDML, or any return on any investment made pursuant to this Prospectus.

To the maximum extent permitted by law, no representation, warranty or undertaking, express or implied, is made and, to the maximum extent permitted by law, no responsibility or liability is accepted by PDML and its advisers or any of their officers, employees, agents or advisers or any other person as to the adequacy, accuracy, completeness or reasonableness of this Prospectus.

To the maximum extent permitted by law, no responsibility for any errors in or omissions from this Prospectus whether arising out of negligence or otherwise is accepted.

This Prospectus may contain various opinions, estimates and forecasts which are based upon assumptions which may not prove to be correct or appropriate. Except to the extent implied by law, no representation or warranty as to the validity, certainty or completeness of any of the assumptions or the accuracy of the information, opinions, estimates or forecasts contained in this Prospectus is made by any of PDML and its advisers or any of their officers, employers, agents or advisers.

Accuracy of Projections and Forecasts

All projections and forecasts in this Prospectus are for illustrative purposes only using the assumptions described in this document. Actual results may be materially affected by changes in economic and other circumstances. The reliance that the Recipient places upon the projections and forecasts is a matter for its own commercial judgment. No representation or warranty is made that any projection, forecast, assumption or estimate contained in this Prospectus should or will be achieved.

Liquidity

Liquidity in the Shares cannot be guaranteed and any offer for sale of the Shares must be made in accordance with the SPX Listing Rules (once the Shares are quoted on the SPX), the Fiji Companies Act, 2015 and any other applicable laws.

Date of Prospectus

The information contained in the Prospectus has been prepared as at the date of this document. Neither the delivery of this Prospectus nor any offer implies or should be relied upon as a representation or warranty that there has been no change since that date in the affairs or financial condition of PDML or that the information contained in this Prospectus remains current.

Applications

Applications may only be made on the Application Form, which forms part of this Prospectus. Completed applications constitute offers and Skeggs Group Limited is not obligated to accept all applications. Cooling-off rights do not apply to an investment in Shares offered under this Prospectus.
This means that, in most circumstances, you cannot withdraw your Application once it has been accepted.

The Closing Date by which all Applications must be received is stated in Section 2.6. This date is indicative only and may change. Skeggs Group Limited, PDML and the Offer Manager may agree to extend the Offer Period, close the Offer early without notice or withdraw the Offer at any time before the Shares are traded.

DISCLAIMER – RESERVE BANK OF FIJI

This document has been registered with the Reserve Bank of Fiji in accordance with the Companies Act 2015 (Fiji). The Reserve Bank of Fiji accepts no liability for any statement contained or information omitted from this document.

DISCLAIMER – SOUTH PACIFIC STOCK EXCHANGE

This document has been lodged with the South Pacific Stock Exchange (SPX). The Company making the offer under this document (“Company”) has applied to be listed on the SPX and has complied with all requirements for listing on the SPX. The Company’s Securities have been accepted for quotation by the SPX. The SPX accepts no liability for any statement contained in or information omitted from this document.