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FESCO-Prospectus.Pdf COMBINED INITIAL PUBLIC OFFERING & OFFER FOR SALE FUTURE ENERGY SOURCE COMPANY LIMITED REGISTERED OFFICE: 13 PARAISO AVENUE, KINGSTON 10 TELEPHONE NUMBER: (876) 754-4017 WEBSITE: WWW.FESCOJA.COM EMAIL: [email protected] INTRODUCTION A copy of this Prospectus (this “Prospectus”) was delivered to the Registrar of Invitation for subscription of 300,000,000 newly issued Ordinary Companies for registration pursuant to section 40(2) of the Companies Act, Shares priced at $0.80 each and sale of 200,000,000 existing 2004 and was so registered on the 16th day of February 2021. The Registrar Ordinary Shares by the Selling Shareholders priced at $0.80 each. of Companies accepts no responsibility whatsoever for the contents of this Prospectus. Up to 325,000,000 Shares are initially reserved for priority application by the Reserved Share Applicants. At least 175,000,000 Future Energy Source Company Limited has been registered with the Financial Shares in the Invitation, shall be made available for subscription/ Services Commission (the “FSC”) with respect to the Shares pursuant to purchase by members of the general public. Section 26(1) of the Securities Act, and pursuant to such registration, a copy of this Prospectus was also delivered to the FSC for registration and it was so DATED THE 16TH DAY OF FEBRUARY 2021 registered on the 18th day of February 2021. The FSC has neither approved the INVITATION OPENS: FEBRUARY 25, 2021 AT 9:00 A.M. Shares nor has it passed upon the accuracy or adequacy of this Prospectus. INVITATION CLOSES: MARCH 3, 2021 AT 4:00 P.M. Any representation to the contrary is a criminal offence. No person has been authorised to give any information or to make any representations other than those contained in this Prospectus. 2 1. INVITATION AT A GLANCE Unless stated otherwise, capitalised terms used in this Prospectus shall have determine; the meanings attributed to them in Section 6 of this Prospectus (Definitions). c) withdraw the Invitation at any time after the Opening Date of the The Company invites Applications on behalf of itself and the Selling Application List and close such Application List without accepting any Shareholders for the 500,000,000 Shares specified in the Invitation, of Applications, in which event, any amounts paid by the Applicants for the which 300,000,000 are newly issued Ordinary Shares for subscription and Shares shall be refunded in full to the Applicants; or 200,000,000 are Ordinary Shares of the Selling Shareholders for sale, all of which are to be subsequently listed on the Junior Market of the Jamaica Stock d) extend the closing of the Invitation beyond the Closing Date, provided Exchange (the “JSE”). that such period does not extend beyond the expiration of forty (40) days after the publication of this Prospectus for the purposes of section 48 of The Company is the agent of the Selling Shareholders in the Invitation for the the Act. purposes of acceptance of Applications to purchase the 200,000,000 Shares from the Selling Shareholders. Notice of the occurrence of any of the above events will be given as soon as reasonably practicable via a press release and/or by posting a notice on the Up to 325,000,000 Shares are initially reserved for priority applications from websites of the JSE at https://www.jamstockex.com and the Company at Applicants falling within: www.fescoja.com. a) the Broker Reserve Pool, priced at J$0.80 per Share; b) the Key Partner Reserve Pool, priced at J$0.80 per Share; and Applications submitted prior to the Opening Date will be received, but not c) the Employee Reserve Pool, priced at J$0.80 per Share. processed until the Opening Date. If any of the Reserved Shares are not subscribed for or purchased by the All Applications should be made on NCB Capital Market Limited’s GoIPO persons entitled to them, they will become available for subscription or platform by logging onto the website https://goipo.jncb.com (See Appendix 1 - purchase by the general public, at a price of J$0.80 per Share. GoIPO Portal Instructions). Each Application must be accompanied/supported by payment for the full amount payable on purchase and/or subscription. The Invitation will open at 9:00 a.m. on the 25th day of February 2021 (the “Opening Date”) and will close at 4:00 p.m. on the 3rd day of March 2021 It is the intention of the Company to apply to the JSE for admission of (the “Closing Date”), subject to the right of the Company in consultation with all of the Ordinary Shares to the Junior Market of the JSE as soon as is the Lead Arranger and Lead Broker to: conveniently possible following the Closing Date. The application to the Junior a) close the Invitation at any time after it opens on the Opening Date if Market of the JSE is dependent on the Company’s ability to: (i) raise at least Applications have been received for the full amount of the Shares; J$400,000,000.00 as a result of the Invitation; and (ii) meet the criteria for admission. Please note that this statement of the Company’s intention is not a b) suspend the acceptance of Applications at any time after the Opening guarantee that the Ordinary Shares will in fact be admitted to the Junior Market. Date of the Application List for such period as the Company shall 3 1.2 CONSIDERATION If, however, the Company does not raise at least J$400,000,000.00 within forty (40) days after the date of this Prospectus it will not make an application Total consideration, assuming all Shares in the Invitation are for the Ordinary Shares to be admitted to the Junior Market of the JSE, and fully subscribed for and/or purchased by the persons entitled to them: all payments for Shares received from Applicants will be refunded in full to the Applicants in accordance with the terms herein. Further, if the CompanyJ$ raises at least J$400,000,000.00 but does not meet the criteria for admission to the Junior Market, all payments for Shares received from Applicants will be 125,000,000 KEY PARTNER $100,000,000.00 refunded in full in accordance with the terms herein. RESERVE SHARES AT J$0.80 EACH 175,000,000 BROKER $140,000,000.00 RESERVE SHARES AT J$0.80 EACH 1.1 SHARE CAPITAL 25,000,000 EMPLOYEE $20,000,000.00 As of the date of this Prospectus, the capital structure RESERVE SHARES AT J$0.80 EACH of the Company is as follows: 175,000,000 SHARES FOR $140,000,000.00 THE GENERAL PUBLIC AT J$0.80 EACH AUTHORISED SHARE CAPITAL NO MAXIMUM TOTAL CONSIDERATION $400,000,000.00 ISSUED PRIOR TO INVITATION 2,200,000,000 AMOUNT DUE TO THE COMPANY IN RESPECT J$240,000,000.00 MAXIMUM TO BE ISSUED BY 300,000,000 OF 300,000,000 SHARES FOR SUBSCRIPTION: THE COMPANY IN THE INVITATION, FULLY PAID AMOUNT DUE TO THE SELLING SHAREHOLDERS J$160,000,000.00 IN RESPECT OF 200,000,000 SHARES FOR SALE: MAXIMUM TO BE SOLD BY SELLING 200,000,000 SHAREHOLDERS IN THE INVITATION, FULLY PAID APPLICANTS AND INVITEES ARE ENCOURAGED TO SEEK THE ADVICE OF AN INDEPENDENT FINANCIAL PROFESSIONAL, ATTORNEY-AT-LAW OR CHARTERED ACCOUNTANT BEFORE MAKING AN INVESTMENT DECISION. 4 2. TABLE OF CONTENTS INTRODUCTION 2 8. THE INVITATION 33 1. INVITATION AT A GLANCE 3 8.1 GENERAL INFORMATION 33 1.1 SHARE CAPITAL 4 8.2 INTENTION TO LIST 34 1.2 CONSIDERATION 4 8.3 MINIMUM FUNDRAISING 34 8.4 USE OF PROCEEDS ARISING FROM THE 34 2. TABLE OF CONTENTS 5 PURCHASE AND SUBSCRIPTION OF SHARES 3. IMPORTANT NOTICES & DISCLAIMERS 8 8.5 KEY DATES 35 3.1 RESPONSIBILITY FOR THE CONTENTS 9 8.6 TERMS & CONDITIONS FOR APPLICANTS 35 OF THIS PROSPECTUS 3.2 THE INVITATION IS MADE TO JAMAICAN 9 9. INFORMATION ABOUT THE COMPANY & INDUSTRY 38 RESIDENTS IN JAMAICA ONLY 9.1 INFORMATION ABOUT THE 39 3.3 APPLICATION TO SUBSCRIBE 9 PETROLEUM INDUSTRY FOR SHARES 9.2 INFORMATION ABOUT THE COMPANY 40 4. SUMMARY OF KEY INFORMATION 10 MARKET SHARE TRANSPORTATION FUELS 4.1 CONTENTS OF THIS PROSPECTUS 15 9.3 ORGANIC GROWTH 41 4.2 EXPECTED TIMETABLE15 9.4 INDUSTRIAL FUELS & /OR PRIVATE SUPPLY 41 OF PRINCIPAL EVENTS 9.5 CONSUMER COOKING GAS/ LPG 42 5. LETTER TO PROSPECTIVE INVESTORS 16 9.6 LNG FOR TRANSPORTATION 42 9.7 OTHER PRODUCTS & SERVICES 42 6. DEFINITIONS 24 9.8 TIMELINE 43 7. IMPORTANT INFORMATION ABOUT 29 THIS PROSPECTUS 9.9 LOCATIONS 44 7.1 CONTENTS OF PROSPECTUS 29 9.10 TAX COMPLIANCE 46 7.2 REVIEW OF PROSPECTUS 30 9.11 CONCESSIONARY REGIME FOR TAXATION 46 OF JUNIOR MARKET COMPANIES 7.3 CHANGE IN BUSINESS30 9.12 CORPORATE DETAILS 47 7.4 REPRESENTATIONS 30 9.13 CAPITAL STRUCTURE 47 7.5 ADVICE 30 9.14 SHAREHOLDINGS IN THE COMPANY 48 7.6 DISTRIBUTION 31 BEFORE & AFTER THE INVITATION 7.7 FORWARD LOOKING STATEMENTS 31 9.15 REAL PROPERTY 50 5 2. TABLE OF CONTENTS X 9.16 INTELLECTUAL PROPERTY 50 BELINDA WILLIAMS - DIRECTOR 62 9.17 MATERIAL CONTRACTS 51 GLORIA DECLOU - DIRECTOR 62 9.18 RELATED PARTY TRANSACTIONS 51 VERNON JAMES - DIRECTOR 63 A) HAULAGE CONTRACTORS EATON PARKINS - DIRECTOR 63 B) SERVICE STATIONS (DIRECTORS OF FESCO) 10.2 CORPORATE GOVERNANCE & ACCOUNTABILITY 64 C) CONFLICT OF INTEREST AUDIT COMMITTEE KEY ROLES 64 & RESPONSIBILITIES 9.19 FIRE AT FESCO MANDEVILLE HEAVEN’S 52 10.3 SENIOR MANAGEMENT TEAM 65 SERVICE CENTRE ON FEBRUARY 21, 2020 10.4 ORGANISATION STRUCTURE 66 A) LITIGATION ORGANIZATIONAL CHART 66 B) DIVIDEND POLICY 11.
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