Prospectus Debenture Issue 2015

EAP Broadcasting Company Ltd PROSPECTUS DEBENTURE ISSUE 2015 MANAGERS TO THE ISSUE PEOPLE’S BANK INVESTMENT BANKING UNIT EOAP BR ADCASTING COMpaNY LIMITED L I M I T E D EAP Broadcasting Company Limited PROSPECTUS 2015 EAP Broadcasting Company Limited Debenture Issue 2015 www.eapholdings.lk DEBENTURE ISSUE 2015 [ 1 ] EOAP BR ADCASTING COMpaNY LIMITED L I M I T E D EAP Broadcasting Company Limited “THE COLOMBO STOCK EXCHANGE (CSE) HAS TAKEN REASONABLE CARE TO ENSURE FULL AND FAIR DISCLOSURE OF INFORMATION IN THIS PROSPECTUS.HOWEVER, THE CSE ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OF THE STATEMENTS MADE, OPINIONS EXPRESSED OR REPORTS INCLUDED IN THE PROSPECTUS. MOREOVER, AS PER THE CSE DEBT SECURITIES LISTING RULES SECTION 2.2.1(i) THE PAR VALUE OF A DEBENTURE SHALL BE HUNDRED RUPEES(Rs. 100)” [ 2 ] DEBENTURE ISSUE 2015 EOAP BR ADCASTING COMpaNY LIMITED L I M I T E D EAP Broadcasting Company Limited EAP BROADCASTING COMPANY LIMITED Issue of Fifteen Million (15,000,000) Listed Rated Redeemable Debentures (with a Sinking Fund Mortgaged in favour of the Trustee) of LKR 100/- each with an option to issue up to a further Fifteen Million (15,000,000) Debentures in the event of an over subscription of the initial Fifteen Million (15,000,000,) Debentures. TO BE LISTED ON THE COLOMBO STOCK EXCHANGE ISSUE OPENS ON 11th June 2015 MANAGERS TO THE OFFERING Treasury – Investment Banking Unit 13th Floor, No 75, Sir Chittampalam A. Gardiner Mw, Colombo 02. DEBENTURE ISSUE 2015 [ 3 ] EOAP BR ADCASTING COMpaNY LIMITED L I M I T E D EAP Broadcasting Company Limited CORPORATE INFORMATION The Company / Issuer EAP Broadcasting Company Limited Legal Form The Company was incorporated in Sri Lanka on 06th July 1992 under the name and style "Extra Terrestrial Vision (Private) Limited", and subsequently this was changed to E.A.P. Network (Private) Limited on 30th April 1996, where the company was registered in terms of the provision of Act No. 07 of 2007 on 21st August 2008, the company name has been changed to E.A.P. Broadcasting Company (Private) Limited on 16th May 2012 and again changed as E.A.P. Network (Private) Limited on 31st October 2012. The status of the company was changed as E.A.P. Network Limited on 28th August 2013 and the name was again changed to E.A.P. Broadcasting Company Limited on 11th September 2013. Company Registration No PV2034 PB Company Rating BBB by Lanka Ratings Agency Ltd Registered Address No 676, Galle Road, Colombo 03. Tel: + 94 11 2599650 Fax: +94 11 2503788 [email protected] www.eapholdings.lk Company Secretaries SSP Corporate Services Pvt Ltd No 101, Inner Flower Road, Colombo 03 Tel +94 11 2573894 +94 11 2576871 Fax +94 11 2573609 Auditors to the Company KPMG Chartered Accountants, No 32, Sir Mohamed Macan Marker Mawatha, Colombo 03. Tel: +94 11 5 426426 Fax: +94 11 2 445872 Board of Directors Dr. Dayanath Jayasuriya Chairman Mr. Mano Tittawella Deputy Chairman Mr. Jeewaka Edirisinghe Director Mrs. Deepa Edirisinghe Director Mr. Nalaka Edirisinghe Director Mr. Asanka Edirisinghe Director Mr. N.I. Russell De Mel Director Mr. M.P. Jayawardena Director Mr. Bertal Pinto-Jayawardena Director Managers to the Issue People's Bank Investment Banking Unit. People's Bank Head office, 13th floor, No.75, Sir Chittampalam A Gardiner Mawatha, Colombo 02. Tel: +94 11 2 206795-6 Fax: +94 11 2 458842 [ 4 ] DEBENTURE ISSUE 2015 EOAP BR ADCASTING COMpaNY LIMITED L I M I T E D EAP Broadcasting Company Limited Lawyers to the Issue Nithya Partners Attorneys at law No.97A, Galle Road Colombo 03 Tel +94 11 2335579 Fax +94 11 2328817 Registrars to the Issue SSP Corporate Services (Pvt) Ltd No 101, Inner Flower Road, Colombo 03 Tel +94 11 2573894 +94 11 2576871 Fax +94 11 2573609 Bankers to the Issue People's Bank No.75, Sir Chittampalam A Gardiner Mw, Colombo 02 Trustee to the Issue Bank of Ceylon Investment Banking Division, Bank of Ceylon Head Office, Bank Square, No 1, Bank of Ceylon Mawatha, Colombo 01. Tel +94 11 2340890 Fax +94 11 2340890 Rating Agency Lanka Ratings Agency Ltd. No.11, Melbourne Avenue, Colombo 04. Tel: +94 11 2 553089 Fax: +94 11 2 553090 DEBENTURE ISSUE 2015 [ 5 ] EOAP BR ADCASTING COMpaNY LIMITED L I M I T E D EAP Broadcasting Company Limited LIST OF ABBREVIATIONS AER Annual Effective Rate ATS Automated Trading System of the Colombo Stock Exchange CBSL Central Bank of Sri Lanka CDS Central Depositary System (Private) Limited CSE Colombo Stock Exchange NIC National Identity Card POA Power of Attorney SEC The Securities and Exchange Commission of Sri Lanka SIA Securities Investment Account SLIPS Sri Lanka Inter Bank Payment System GLL Galaxy Landmarks Limited ETI ETI Finance Limited [ 6 ] DEBENTURE ISSUE 2015 EOAP BR ADCASTING COMpaNY LIMITED L I M I T E D EAP Broadcasting Company Limited GLOSSARY OF TERMS RELATED TO THE ISSUE Applicant(s) Any person(s) who submits an Application Form under this Prospectus Application Form / Application The Application Form that constitutes part of this Prospectus through which an Applicant may apply for the Debentures Business Day A day (other than a Saturday or Sunday or any Statutory Holiday) on which all licensed Commercial Banks are open for business in Sri Lanka. Closing Date 30.06.2015 or such earlier date on which the initial Fifteen Million (15,000,000) Debentures are fully subscribed or unless otherwise decided by the Company to keep the Subscription List open until subscription of a further Fifteen Million ( 15,000,000) Debentures or part thereof as may be decided by the Company . Company / Issuer EAP Broadcasting Company Limited Date of Allotment The date on which the Debentures will be allotted by the Company to the Applicants subscribing thereto. Date of Redemption The date on which the Redemption/Maturity of the Debentures will take place as referred to in section 1.7 of this Prospectus Debentures All of the Listed Rated Redeemable Debentures (with a Sinking Fund Mortgaged in favour of the Trustee) to be issued pursuant to this Prospectus Debenture Holder(s) Any person who is for the time being the holder of the Debentures and includes his/her respective successors in title Face Value LKR 100/- per Debenture Interest Payment Date(s) Debenture Type A the dates on which the interest payment shall fall due in respect of the debentures, being annual at the expiration of every Twelve (12) month period commencing from the date of allotment of the debentures and thereafter Debenture Type B the dates on which the interest payment shall fall due in respect of the debentures, being Quarterly at the expiration of every three (03) month period commencing from the date of allotment of the debentures and thereafter DEBENTURE ISSUE 2015 [ 7 ] EOAP BR ADCASTING COMpaNY LIMITED L I M I T E D EAP Broadcasting Company Limited Interest Period Debenture Type A the twelve month period from the date immediately succeeding a particular Interest Payment Date and ending on the next Interest Payment Date (inclusive of the aforementioned commencement date and end date) and shall include the period commencing from the Date of Allotment and ending on the first Interest Payment Date (inclusive of the aforementioned commencement date and end date) and the period from the date immediately succeeding the last Interest Payment Date before the Date of Redemption and ending on the date immediately preceding the Date of Redemption (inclusive of the aforementioned commencement date and end date). Debenture Type B the three month period from the date immediately succeeding a particular Interest Payment Date and ending on the next Interest Payment Date (inclusive of the aforementioned commencement date and end date) and shall include the period commencing from the Date of Allotment and ending on the first Interest Payment Date (inclusive of the aforementioned commencement date and end date) and the period from the date immediately succeeding the last Interest Payment Date before the Date of Redemption and ending on the date immediately preceding the Date of Redemption (inclusive of the aforementioned commencement date and end date). Issue The offer of Debentures pursuant to this Prospectus Issue Price LKR 100/- per Debenture Market Day Any day on which trading takes place at the CSE Principal Sum The product of the number of Debentures allotted and Face Value Prospectus This Prospectus dated 29.05.2015 issued by EAP Broadcasting Company Limited. Redemption Repayment of the Face Value and unpaid accrued interest (if any) with regard to a Debenture to a Debenture Holder, by the Company Trust Deed Trust Deed executed between EAP Broadcasting Company Limited and Bank of Ceylon Investment Banking Division on 27.05.2015 Entitlement Date Market Day immediately preceding the respective Interest Payment Date or Date of Redemption on which a Debenture Holder would need to be recorded as being a Debenture Holder on the list of Debenture Holders provided by the CDS to the Company in order to qualify for the payment of any interest or any redemption proceeds. Sinking Fund the amounts paid by the Company to the credit of the account number 0077507201 maintained with the Bank of Ceylon, Corporate branch. [ 8 ] DEBENTURE ISSUE 2015 EOAP BR ADCASTING COMpaNY LIMITED L I M I T E D EAP Broadcasting Company Limited ISSUE AT A GLANCE Issuer EAP Broadcasting Company Limited. Instrument Listed Rated Redeemable Debentures (with a Sinking Fund Mortgaged in favour of the Trustee) Listing The Debenture will be listed on the Colombo Stock Exchange Number of Debentures An initial Issue of Fifteen Million (15,000,000) Listed Rated Redeemable Debentures (with a Sinking Fund Mortgaged in favour of the Trustee) with an option to issue up to a further Fifteen Million (15,000,000) of the said debentures, at the discretion of the company, in the event of an oversubscription of the initial issue.

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