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NROCC Offer for Sale Prospectus

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NROCC Offer for Sale Prospectus PROSPECTUS 2020 OFFER FOR SALE By National Road Operating And Constructing Company Limited (“NROCC”) Of 8,000,000,000 ORDINARY SHARES at US$0.01 or J$1.41 per ORDINARY SHARE1 With the right to “upsize” the Offer by an additional 2,000,000,000 Ordinary Shares in the event of oversubscription (Payable In Full On Application) And UNDERWRITTEN as to 79.69% of the 8,000,000,000 Ordinary Shares being offered for sale In Transjamaican Highway Limited (The “Company”) Dated: 31 January 2020 Registered Office: 2 GoodwoodT errace, Kingston 10, Jamaica Tel No: 876 925-0848 This Offer contains 5,362,962,963 reserved shares at J$1.41 or US$0.01 per Ordinary Share and 2,637,037,037 shares offered to the general public at J$1.41 or US$0.01 per Ordinary Share 1 All Jamaican Dollar conversions are based on the Bank of Jamaica (BOJ) weighted average selling rate as at 29 January 2020, which was J$140.9131 : US$1. Note, numbers have been rounded. ii This Prospectus is issued by National Road Operating and Constructing Company Limited and is dated the 31 January 2020. A copy of this Prospectus having attached thereto the material contracts referred to in Sections 9,11 and 12 was delivered to the Registrar of Companies for registration pursuant to Section 40(2) of the Companies Act 2004 and was so registered on 31 January, 2020. The Registrar of Companies accepts no responsibility whatsoever for the contents of this Prospectus. A copy of this Prospectus was also delivered to the Financial Services Commission for registration pursuant to Section 26 of the Jamaica Securities Act and was so registered on 31 January, 2020. The Financial Services Commission has neither approved this Prospectus nor has the Commission passed upon the accuracy or adequacy of this Prospectus. This Prospectus is intended for use in Jamaica only and is not to be construed as an invitation or offer to any person outside of Jamaica to subscribe or apply for any of the Shares. The Directors of NROCC are the persons responsible for the information contained herein. To the best of the knowledge and belief of such Directors, who have taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Each of such Directors accepts responsibility accordingly. No person has been authorised to give any information or to make any representations other than those contained in this Prospectus. PROSPECTUS iii This Offer for Sale Prospectus is issued by National Road Operating and Constructing Company Limited (“NROCC”). NROCC invites applications for the purchase of up to 8,000,000,000 ordinary shares (“the Sale Shares’) in the Transjamaican Highway Limited (the “Company”) pursuant to this Offer for Sale made by it to the general public subject to this Prospectus. Up to 5,362,962,963 Shares in the Offer for Sale (the “Reserved Shares”) are initially reserved for priority application from, and purchase by the following persons (the “Reserved Share Applicants”): a. up to 88,888,889 Shares are reserved for purchase by employees of The Company and its key operating parties (“the Concession Companies”) at a Purchase Price of J$1.41or US$0.01 per Share; b. up to 296,296,296 Shares are reserved for purchase by eTag customers for Highway 2000 East- West leg on record as at February 14, 2020 at a Purchase Price of J$1.41 or US$0.01 per Share; c. up to 829,629,630 Shares are reserved for purchase by public sector employees (as defined herein) at a Purchase Price of J$1.41 or US$0.01 per Share; d. up to 2,074,074,074 Shares are reserved for purchase by the Underwriters at a Purchase Price of J$1.41 or US$0.01 per Share; and e. up to 2,074,074,074 Shares are reserved for purchase by Registered Pension Funds at a Purchase Price of J$1.41 or US$0.01 per Share. Except for the Underwriters, if any of the Reserved Shares in any category stated above are not purchased by the relevant Reserved Applicants the excess will be made available for purchase by the Applicants in the other reserve categories at the Purchase Price, and thereafter, they will become available for purchase by the general public at the Purchase Price. This policy will be applied across all categories of Reserved Shares as set out in paragraphs (a) to (e) above. For the avoidance of doubt, the Underwriters may only upsize their share allocation from the shares available to the general public. NROCC also reserves the right to “upsize” the Offer by offering an additional 2,000,000,000 Shares in the capital of the Company (“the Upsized Share Block”) to purchasers in the Offer for Sale. In the event that the Offer is “upsized” notification thereof shall be made by way of a notice in the daily newspaper(s) and on the websites of the Jamaica Stock Exchange (“JSE”) (https://www.jamstockex. com), the Lead Broker (http://www.ncbcpitalmarkets.com/), Co-Broker (https://jmmb.com/) and NROCC PROSPECTUS (https://h2kjamaica.com.jm/home). If the Offer is “upsized” then shares will be allocated on a pro rata basis to all investors. Applications should be made via GoIPO (https://goipo.jncb.com/) and Moneyline (https://moneyline. jmmb.com/presonal/) for JMMB customers or any other digital platform as may be notified by NROCC. A limited amount of the hard copies of this Prospectus will be available at the offices of the JSE, the Lead Broker, Co-broker and Selling Agents. However, the Prospectus will be available for download at https://www.jamstockex.com/, http://www.ncbcpitalmarkets.com, https://jmmb.com/ and https:// h2kjamaica.com.jm/home. iv The Offer for Sale will open at 9:00 a.m. on the Opening Date, 17 February 2020. Applications submitted prior to 9:00 a.m. on the Opening Date will be received, but not processed until 9:00 a.m. on 17 February 2020 (“the Opening Date”). The Offer for Sale will close at 4:30 p.m. on 9 March 2020 (“Closing Date”), subject to the right of NROCC to: (a) close the Offer for Sale at any time after it opens, once it has received applications for all of the Shares the subject of the Offer for Sale or (b) extend the Closing Date for any reason in its sole discretion, provided that it is not later than 40 days after the issue of this Prospectus for the purposes of Section 48 of the Companies Act. In the case of an early closing, or an extension to the Closing Date, notice will be posted on the website of the Jamaica Stock Exchange (“JSE”) at (www.jamstockex.com) and other media platforms. NROCC understands that it is the intention of the Company to apply to the JSE to list the whole of the issued ordinary share capital of the Company inclusive of the Shares included in this Prospectus (‘the Shares”) on the US$ Main Market of the JSE with a cross-listing on the J$ Main Market of the JSE. However, please note that this is a statement of intent and not a guarantee that the Shares will be so listed/cross-listed. NROCC offers no guarantee that any of the Shares will be admitted to listing. As per Rule 402 of the JSE Main Market Rules, if at the time of applying for a listing on the JSE there are not at least 100 shareholders holding Shares in the Company, the JSE may refuse the application for listing and in such case or any other case in which the JSE refuses the Company’s application for listing, the Offer for Sale will be withdrawn and all monies received will be refunded to Applicants without interest. In addition, the making of the relevant application(s) for listing on the US$ Main Market of the JSE and the cross-listing on the J$ Main Market of the JSE and the success of such application(s) is dependent on this condition and other conditions for admission set out in the JSE Listing Rules. See the full terms and conditions of the Offer for Sale in Section 6 this Prospectus. v SHARE CAPiTAL SHARE HOLDING ORDINARY SHARES PREFERENCE SHARES Authorised Unlimited 2,700,000,000 Issued as at the date of this Prospectus 12,501,000,000 2,700,000,000 Offer for Sale if not upsized 8,000,000,000 Nil Current owner of shares: NROC 100% 100% Maximum available to be sold by 10,000,000,000 Nil NROCC if the Offer for Sale is upsized 64% 0% % of share capital being sold pursuant to this Offer for Sale (if not upsized)* % of share capital being sold pursuant 80% 0% to this Offer for Sale (if upsized)* *Percentages (%) are rounded to the nearest decimal point Details of the Issued Share Capital of the Company prior to and after the Offer for Sale, assuming that applications for all of the Shares the subject of the Offer have been received, is set out in Section 10 of this Prospectus. NROCC estimates that post transaction, new shareholders (i.e. members of the general public and the Reserved Shares Applicants) will own approximately between 64% and 80% of the issued ordinary share capital of the Company, depending on whether the Offer is upsized.
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