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Prospectus Requirements) (Amendment) Regulations 2010 and the Capital Markets and Securities (Nominated Advisors) Regulations 2010

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Prospectus Requirements) (Amendment) Regulations 2010 and the Capital Markets and Securities (Nominated Advisors) Regulations 2010 YETU MICROFINANCE PLC (Incorporated under the Companies Act 2002 in the United Republic of Tanzania with Certificate of Incorporation No. 104761dated 23 December 2013) Application under the Capital Markets and Securities (Prospectus Requirements) (Amendment) Regulations 2010 and the Capital Markets and Securities (Nominated Advisors) Regulations 2010. for The 25,193,213 ordinary shares of TZS 500 per share offered to the Public will represent 68.1% of the issued and fully paid up share capital of 36,972,249 ordinary shares. Offer opens: Thursday, June 18, 2015 Offer closes: Thursday, July 30, 2015 Expected listing date: Monday, August 17, 2015 PROSPECTUS 11 June 2015 This Document is not for sale . i Contents IMPORTANT NOTICE ....................................................................................................................... iv CAUTIONARY STATEMENT ............................................................................................................. v DECLARATION OF THE DIRECTORS .............................................................................................. vi IMPORTANT DATES – OFFER TIMETABLE .................................................................................... vii CORPORATE INFORMATION ........................................................................................................ viii TRANSACTION ADVISORS .............................................................................................................. ix DECLARATION OF CONSULTANTS FOR RESOURCES EVALUATION LIMITED (THE NOMINATED ADVISOR) ......................................................................................................... xiii DEFINITIONS AND ABREVIATIONS ................................................................................................. 1 LETTER FROM THE CHAIRMAN ...................................................................................................... 3 EXECUTIVE SUMMARY ................................................................................................................... 5 Introduction and background to the offer ....................................................................................... 5 Movement of Ownership ............................................................................................................... 6 Movements in Share Capital ......................................................................................................... 8 Allotment policy .......................................................................................................................... 12 Basis of the Offer Price ............................................................................................................... 13 SECTION A: INDUSTRY OVERVIEW ............................................................................................. 16 1.0 Overview of the national economy ....................................................................................... 16 1.1 Demographics and Financial inclusion .................................................................................. 19 SECTION B: BUSINESS OVERVIEW ............................................................................................. 24 2.0 Overview of the National Economy ....................................................................................... 24 2.1 Microfinance in Tanzania .................................................................................................... 24 2.2 Regulatory Environment........................................................................................................ 27 SECTION C: PROFILE OF YETU MICROFINANCE PLC ................................................................ 28 3.0 Company History .................................................................................................................. 28 3.1 Legal Status of the Company ................................................................................................ 28 3.2 Vision and mission ................................................................................................................ 28 3.3 YETU’s corporate structure ................................................................................................... 29 3.4 Operations history of the inherited business .......................................................................... 33 3.5 YETU’s Relationship with YOSEFO ...................................................................................... 34 3.6 The core business of YETU and community engagement...................................................... 35 3.7 SWOT Analysis: Overview .................................................................................................... 36 SECTION D: BUSINESS PLAN ....................................................................................................... 38 4.0 Introductory remarks to the YETU Business Plan .................................................................. 38 4.1 Management Accounts as at 31 December 2014 and Forecast for 2015 ............................... 39 4.2 Major products and services ................................................................................................. 51 4.3 Locations, subsidiaries and Operating units .......................................................................... 56 4.4 Financial projections ............................................................................................................. 56 SECTION E: ACCOUNTANTS REPORT ......................................................................................... 66 SECTION F: BOARD OF DIRECTORS AND SENIOR MANAGEMENT ......................................... 100 SECTION G: RISK FACTORS ...................................................................................................... 105 SECTION H: DETAILS OF NOMINATED ADVISOR ..................................................................... 109 SECTION I: STATUTORY INFORMATION ................................................................................... 116 1.0 Offer statutory information ................................................................................................... 116 1.1 DIRECTORS’ DECLARATION OF THEIR INTEREST ......................................................... 116 2.0 Extracts from the Memorandum and Articles of Association ................................................ 121 SECTION J: LEGAL OPINION ....................................................................................................... 125 LICENSED DEALING MEMBERS OF THE DAR ES SALAAM STOCK EXCHANGE ..................... 130 LIST OF CMSA-LICENSED INVESTMENT ADVISORS ................................................................. 131 LIST OF LICENSED NOMINATED ADVISORS ............................................................................. 134 APPLICATION FORM ................................................................................................................... 135 ii TABLE OF FIGURES Table 1: Share capital as at June 30, 2014 ........................................................................... 5 Table 2: Founder shareholders’ holdings at incorporation: .................................................... 7 Table 3: Current shareholding structure ................................................................................ 7 Table 4: Share capital after the offer (IPO) ............................................................................ 8 Table 5: Changes in YETU’s Share Capital since incorporation ............................................ 8 Table 6: Financial Performance (2009 - 2013) .................................................................... 10 Table 7: Sources of equity as of December 31, 2013 which have been built up over the years ........................................................................................................................................... 11 Table 8: Offer statistics ....................................................................................................... 12 Table 9: Offer Timetable ..................................................................................................... 12 Table 10: AVERAGE HOUSEHOLD SIZE BY REGION, 2002 AND 2012 CENSUSES ....... 20 Table 11: COMPARATIVE FINANCIAL INCLUSION........................................................... 22 Table 12: COMPARATIVE FINANCIAL INCLUSION........................................................... 23 Table 13: Profile of human resources at YETU ................................................................... 29 Table 14: Distribution of employees at YETU: ..................................................................... 30 Table 15 YOSEFO – operating results (2009 -2013) ........................................................... 33 Table 16: DIRECTORS’ INTERESTS IN YETU’s SHARES ............................................... 117 Figure 1: Organization Structure ......................................................................................... 31 iii IMPORTANT NOTICE When considering what action you should take, you are advised to consult your investment adviser, stockbroker, banker or other financial consultant. This Prospectus is issued by the Directors of YETU Microfinance PLC and includes information given in compliance with the requirements of the Capital Markets and Securities (Prospectus Regulations Requirements) (Amendment) Regulations
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