PRECISION AIR SERVICES Plc PROSPECTUS 12 September 2011 This document is not for sale PRECISION AIR SERVICES Plc Incorporated in Tanzania under the Companies Act Cap 212 (Revised Laws 2002) of the Laws of Tanzania PROSPECTUS In respect of an offer for subscription by Precision Air Services of 58,841,750 shares in PAS at TZS 475 per share, which following the offer for subscription will represent 30.35% of the issued and paid up ordinary share capital of 193,856,750 ordinary shares of TZS 20 each 12 September 2011 i CAUTION STATEMENT A copy of this prospectus has been delivered to the Capital Markets and Securities Authority and to the Registrar of Companies for registration. Approval of this prospectus by the Capital Markets and Securities Authority is not taken as an indication of merits of Precision Air Services or its shares. The shares offered have not been approved or disapproved by the Capital Markets and Securities Authority. Prospective investors should carefully consider the matters set forth under the caption “Risk Factors” in section 9 of this prospectus. This document is not for sale ii IMPORTANT INFORMATION The Information contained in this prospectus is provided in compliance with the requirements of the Companies Act Cap. 212 (Revised Laws 2002) of the Laws of Tanzania, the Capital Markets and Securities Act No. 5 of 1994, the regulations of the Capital Markets and Securities Authority (CMSA) and the rules of the Dar es Salaam Stock Exchange (DSE). To enable Precision Air Services Plc (“Precision Air Services” or the “Company”) to achieve its objective of public ownership by Tanzanian citizens and in order to create among Tanzanians a sense of national airline, the following important policy decisions have been made: 1. 3% out of the 30.35% Precision Air Services shares on offer to the public have been reserved and shall be allotted to Precision Air Services employees only. 2. A minimum of 51% of the shares offered to the public shall be offered to Tanzanian persons (individuals who are citizens of Tanzania and corporations and institutions incorporated in Tanzania and whose shares are majority owned by Tanzanian citizens). The remaining 49% can be allotted to Tanzanian persons and non-Tanzanian persons. The Tanzanian persons are however not allowed to buy these shares on behalf of non- Tanzanian persons. The Offer Shares applied for pursuant to the offer will carry the right to participate in all future dividends to be declared and paid on the ordinary share capital of the Company for financial year starting 1 April 2011 and onwards. The offer shares shall rank pari passu with the other shares of Precision Air Services. CRB AFRICA LEGAL, the legal advisors to the transaction, have given and not withdrawn their written consent to have their legal opinion included as part of this prospectus in section 11. This Prospectus contains the Reporting Accountant‟s opinion from PKF, which constitutes a statement made by an expert. PKF have given and not withdrawn their consent to the issue of the said statement in the form and context in which it is included in this prospectus in section 12. iii DIRECTORS DECLARATION Each of the Directors of Precision Air Services having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus contains all information with regard to the Company and the Offer, which is material in the context of the Offer, that the information contained in this prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions misleading in any material respect. The directors of Precision Air Services, whose names appear in section 7.2 of this prospectus, accept responsibility accordingly. The Directors declare that they will comply with the law on the age of retirement of Directors, and in compliance with the good governance requirements of the CMSA. Those in excess of the mandatory age of retirement will have their reappointment approved by a general meeting under the requirements of the Companies Act and resolution filed with the Registrar of Companies. The Directors declare that the Company has adequate working capital for the current and future needs of the Company. ............................................... ............................................ Chairman Company Secretary iv TABLE OF CONTENTS 1 FEATURES OF THE OFFER ........................................................................... 1 2 OFFER DETAILS ......................................................................................... 2 3 TRANSACTION SUMMARY ........................................................................... 4 4 ECONOMIC OVERVIEW ............................................................................... 7 5 AIRLINE INDUSTRY OVERVIEW ................................................................... 9 6 OPERATIONS OVERVIEW .......................................................................... 14 7 CORPORATE GOVERNANCE AND GENERAL INFORMATION ............................ 21 8 FINANCIAL SUMMARY .............................................................................. 32 9 RISK FACTORS ........................................................................................ 36 10 USE OF PROCEEDS .................................................................................. 38 11 LEGAL OPINION ...................................................................................... 39 12 INDEPENDENT REPORTING ACCOUNTANTS‟ REPORT .................................... 48 13 STATUTORY AND GENERAL INFORMATION .................................................. 96 APPENDIX I: AUTHORISED RECEIVING AGENTS ............................................ 108 APPENDIX II: LIST OF INVESTMENT ADVISORS ............................................. 109 APPENDIX III: LIST OF BRANCHES FOR STANBIC THAT WILL BE USED AS RECEIVING AGENTS DURING THE PRECISION AIR SERVICES SHARE OFFER ..... 110 APPENDIX IV: LIST OF BRANCHES THAT HAVE BEEN APPOINTED AS SUB RECEIVING AGENTS FOR CRDB DURING THE PRECISION AIR SERVICES SHARE OFFER ...................................................................................................... 111 APPENDIX V: SAMPLE OF SHARE APPLICATION FORM .................................... 113 v TERMS AND ABBREVIATIONS Accountants' Report The report of the Reporting Accountants Application Form The Share Application Form set out in Appendix IV of this prospectus The audited accounts of Precision Air Services contained in this Audited Accounts prospectus. Auditors Ernst & Young, having its registered office at Utalii House, 36 Laibon Road. Oysterbay, Dar es Salaam Authorised receiving Authorised licensed dealing members and banks in Tanzania whose agents details are set out in Appendix I of this prospectus Business Day A day (other than Sunday or a day gazetted as a public holiday in Tanzania including bank holidays) on which commercial banks are open for business in Tanzania CDS The Central Depository System at the Dar es Salaam Stock Exchange CEO Chief Executive Officer of the Company Closing Date The last date and time for submission of Application Forms for this offer for subscription, which is 1600 hours on 25 November 2011 CMSA or Authority The Capital Markets and Securities Authority Company or Precision Air Services PLC Precision Air or the Airline Directors The Directors of the Company whose names are given on page 22 DPS Dividend Per Share DSE The Dar es Salaam Stock Exchange EPS Earnings Per Share GDP Gross Domestic Product IAS International Accounting Standards IFRS International Financial Reporting Standards IPO Offer for subscription Kenya Airways Kenya Airways Limited, a public company incorporated in the Republic of Kenya Offer Price TZS 475 per share Opening date The first date for acceptance of applications for the offer of shares PE Price Earnings ratio Reporting PKF Tanzania, having their registered offices at Amani Place Ohio vi Accountants Street, Dar es Salaam. Shares Ordinary Shares of TZS 20 each in the Company TZS Tanzanian Shillings USD United States Dollars. vii CHAIRMAN‟S STATEMENT Dear Investors, I present this prospectus on behalf of the Board of Directors of Precision Air Services in connection with the Offer for Subscription of the Company‟s shares. The offer is for 58,841,750 ordinary shares at a price of TZS 475 per share and is open to Tanzanian and non-Tanzanian persons. The offer was approved by a resolution of the board meeting held on the 15 July 2010 and approved by the CMSA. The offer will be followed by listing on the Dar es Salaam Stock Exchange. Precision Air Services Ltd was incorporated in Tanzania as a private airline in 1991, by the current Chairman Mr. Michael N. Shirima and started operations in 1993. The other shareholders then were Tanzania Venture Capital Fund (TVCF) which held 33% of the issued shares and the East African Development Bank (EADB) which held 160,000 preference shares. In 2003 Kenya Airways acquired a minority 49% shareholding (after the exit by TVCF and EADB in the same year). This strategic investment by Kenya Airways was the start of the transformation of Precision Air Services Limited into a professionally run modern regional airline. As a result of the strategic partnership with Kenya Airways in 2003, the Airline has grown significantly