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OFFERING MEMORANDUM Quantum Terminals Plc LEI No.: 21380066TI76CPD41811 (Incorporated in Ghana on March 24, 2011 with registration number CA-87,037 as a private company limited by shares) (Converted to a public company limited by shares on October 31, 2016 with registration number PL000372016) (the Issuer) GHS 140,000,000 Domestic Medium Term Note Issuance Programme (the Programme) THE PROGRAMME The Programme is described fully in the attached offering memorandum (the Offering Document), the full text of which, save where amended below, is included in this Offering Memorandum and forms a part of it. The definitions in the Offering Document (except as otherwise stated) apply throughout this Offering Memorandum. ADDITIONAL INFORMATION ABOUT THIS OFFERING MEMORANDUM If the attached Offering Document remains subject to completion or amendment, this Offering Memorandum similarly remains subject to completion or amendment. No person has been authorised to give any information or to make any representation other than those contained or incorporated by reference into this Offering Memorandum and any decision to purchase securities should be based solely on information contained or incorporated by reference in this document. Application has been made to the London Stock Exchange for the Notes to be admitted to trading on the London Stock Exchange’s International Securities Market (ISM). The ISM is not a regulated market for the purposes of Directive 2014/65/EU. The International Securities Market is a market designated for professional investors. Notes admitted to trading on the International Securities Market are not admitted to the Official List of the UKLA. The London Stock Exchange has not approved or verified the contents of this Offering Circular. It is expected that each tranche of Notes which is to be admitted to trading on the ISM will be admitted separately as and when issued. Application has been made to the London Stock Exchange for such Notes to be admitted to trading on the London Stock Exchange’s ISM. The listing of the Programme in respect of the Notes is expected to be granted on or around 20 November 2018. This Offering Memorandum is dated 20 November 2018 GENERAL INFORMATION The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or any U.S. State securities laws and may not be offered or sold in the United States unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. Each person dealing in the Notes: (a) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Issuer; and (b) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom. Each person dealing in the Notes will (to the best of its knowledge and belief) comply with all applicable securities laws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers Notes or possesses or distributes this Offering Memorandum and will obtain any consent, approval or permission required by it for the purchase, offer, sale or delivery by it of Notes under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchases, offers, sales or deliveries and neither the Issuer, the Guarantor, nor any dealers shall have any responsibility therefor. None of the Issuer and any dealers represents that Notes may at any time lawfully be sold in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility for facilitating such sale. RESPONSIBILITY STATEMENT The Issuer accepts responsibility for the information contained in this Offering Memorandum and the Applicable Pricing Supplement for each Tranche or Series of Notes issued under the Programme. Having taken all reasonable care to ensure that such is the case, the information contained in this Offering Memorandum is, to the best of the Issuer’s knowledge, in accordance with the facts and contains no omission likely to affect its import. DOCUMENTS INCORPORATED BY REFERENCE The section “Incorporation of Documents by Reference” on page 24 of the Offering Document shall be deemed deleted for the purposes of this Offering Memorandum. The following documents which are published simultaneously with this Offering Memorandum and have been filed with the London Stock Exchange shall be incorporated in, and form part of, this Offering Memorandum: a) the audited financial statements of the Issuer for the financial years ended 31 December 2013, 31 December 2014, 31 December 2015, 31 December 2016 and 31 December 2017; and b) the unaudited interim financial statements of the issuer for the three month period ended 30 March 2018, the six month period ended 30 June 2018 and the nine month period ended 30 September 2018. - 2 - Copies of the above documents incorporated by reference in this Offering Memorandum will be available for inspection, on request, at the principal place of business of the Issuer or the offices of the Note Trustee during normal business hours and will be available for viewing on the website of the Issuer at http://www.quantumterminals.com/3/15/quantum-terminals-plc. In addition, the future audited annual financial statements (and notes thereto) and any future interim quarterly financial statements (whether audited or unaudited) of the Issuer published subsequent to the date of this Offering Memorandum shall, when published, be incorporated by reference in, and form part of this Offering Memorandum and will be available for inspection, on request, at the principal place of business of the Issuer or the offices of the Note Trustee during normal business hours and will be available for viewing on the website of the Issuer at http://www.quantumterminals.com/3/15/quantum- terminals-plc. DEFINITIONS The following definitions will replace the corresponding definitions in the section “Definitions” on pages 8 to 16 of the Offering Document for the purposes of this Offering Memorandum: “QGL means The Quantum Group Limited Quantum Group means TQTGL and its Affiliates”. INFORMATION ON THE ISSUER The section “Information on the Issuer” on pages 40 to 53 of the Offering Document shall be deemed deleted and replaced with the following text for the purposes of this Offering Memorandum: “ 10. INFORMATION ON THE ISSUER 10.1 PROFILE OF QTL QTL was incorporated, under the Companies Act, as a private limited liability company on March 24, 2011 with registration number “CA-87,037”. The RGD issued QTL with a certificate to commence business with effect from March 25, 2011. QTL was re-registered on May 5, 2014 with a new company registration number of “CS414762014” as required by the RGD under the Government of Ghana e-registration system. Pursuant to the establishment of the Programme, QTL was converted into a public limited liability company on October 31, 2016 upon a resolution of the QTL Board passed on September 20, 2016 and a resolution of the shareholders of QTL passed on September 20, 2016. Following the conversion, the RGD has issued QTL with a new company registration number of “PL000372016”. 10.2 THE QUANTUM GROUP 10.2.1 Quantum Group Structure Chart 7: The Quantum Group Structure - 3 - 10.2.2 Vision and Mission of the Quantum Group The Quantum Group intends to invest and build partnerships in key growth sectors to support Africa’s growth. Its current focus is on the fuel and energy sector. The Quantum Group is consistently seeking to leverage its key competencies to develop new opportunities. 10.2.3 Quantum Group Business Overview The Quantum Group plays an active role in 3 sectors, namely, the trading and distribution of petroleum products, terminals and infrastructure for petroleum products and power generation. The Quantum Group currently has an aggregate revenue of GHS 812,403,445.00 and employs about 2,500 persons. Table 6: Quantum Group Financials Year 2017 2016 2015 2014 2013 GHS GHS GHS GHS GHS Group Revenue 812,403,445.00 497,039,000.00 983,316,000.00 1,153,657,932.00 898,461,496.00 Gross Profit 94,903,393.00 36,196,000.00 121,736,000.00 67,262,000.00 36,998,422.00 EBITDA 51,937,232.00 29,051,000.00 85,436,000.00 52,275,000.00 17,929,587.00 Profit Before 5,640,000.00 34,307,880.74 2,903,000.00 3,984,000.00 12,554,161.00 Tax Total Fixed 500,907,933.97 401,853,000.00 366,886,000.00 229,473,000.00 154,383,976.00 Assets Total Assets 738,760,194.13 534,308,000.00 886,651,000.00 667,694,035.00 426,609,595.00 Cash & Cash 34,525,484.00 11,991,000.00 48,780,000.00 48,595,000.00 23,528,111.00 Equivalent - 4 - (a) Trading and Distribution The Quantum Group is one of the largest bulk oil distributors in the Ghanaian market. It distributes to 6 oil marketing companies (OMCs) which are controlled through Cardinal Petroleum Limited (Cardinal) with over 180 outlets. Plans are underway to bring 4 of these OMCs under the same brand, Power Fuels Ltd in 2019, and the rest to follow in subsequent years.