7 days ago - In keeping with this approach, the Company has partnered with internationally recognized food .... Hard wor
A copy of this Prospectus was delivered to the Registrar of Companies for registration pursuant to Section 40(2) of the Companies Act 2004 and was so registered on 28th November 2017 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 Securities Act and was so registered on 28th November 2017. The Financial Services Commission has not approved the Shares for which subscription is invited nor has the Commission passed upon the accuracy or adequacy of this Prospectus.
COMBINED OFFER FOR SALE & PROSPECTUS
INVITATION TO THE PUBLIC FOR SUBSCRIPTION/PURCHASE of 784,500,000 ORDINARY SHARES at J$7.87 per ORDINARY SHARE (subject to any discounts offered to Reserved Share Applicants Payable in Full on Application)
WISYNCO GROUP LIMITED (the “Company”) Dated: 28 November 2017 Registered Office Lakes Pen, St. Catherine, Jamaica Website: www.wisynco.com Tel No: 876-665-9000
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We represent a wide range of category-leading brands. The brands owned by us are included below.
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WISYNCO GROUP LIMITED INVITATION FOR SUBSCRIPTION Up to 784,500,000 Shares at the Subscription Price of J$7.87 per Share, subject to any discounts offered to Reserved Share Applicants Payable in Full on Application. Reserved Share Applicants are the persons (as referred to herein) who are entitled to subscribe for Reserved Shares in their respective categories, namely: the Employees, Strategic Investors and the Broker. The Company invites Applications on behalf of itself, for up to 149,414,576 Shares in this invitation made by it to the general public subject to this prospectus (the “Invitation”). The Company also invites Applications on behalf of the Selling Shareholders for purchase of up to 635,085,424 Shares (the “Sale Shares”) in the Invitation. The Company is the agent of the Selling Shareholders in the Invitation for the purposes of acceptance of Applications to purchase the Sale Shares. Up to 314,700,000 Shares in the Invitation (the “Reserved Shares”) are initially reserved for priority application from, and subscription and/or purchase by the following persons (the “Reserved Share Applicants”): a) up to 150,000,000 Shares are initially available for subscription and/or purchase by the Strategic Investors at a Subscription Price of J$7.87 per Share. b) up to 112,500,000 Shares are initially available for subscription and/or purchase for all of the employees of the Company including executives, senior managers and directors, (the “Employees”). All the Employees will be given an opportunity to purchase Shares at a discounted price of J$7.08 per Share. c) up to 52,200,000 Shares reserved for the Broker at the Subscription Price of J$7.87 per Share. If any of the allocated Reserved Shares in any category are not fully subscribed by and/or purchased by the persons entitled to them, the excess will be made available for subscription and/or purchase by the Strategic Investors Applicants at the Subscription Price and thereafter, they will become available for subscription and/or purchase by the general public at the Subscription Price. This policy will be applied absolutely across all categories of Reserved Shares as set out in paragraphs (a) to (c) above. Application Form(s) for use by all Applicants are provided in Appendix 1 of this Prospectus together with notes on how to complete them. The Invitation will open at 9: 00 a.m. on the Opening Date, Wednesday, 6 December 2017. Application Form(s) submitted prior to 9:00 a.m. on the Opening Date will be received, but not processed until 9:00 a.m. on the Opening Date. The Invitation will close at 4:00 p.m. on the Closing Date, Friday, 15 December 2017, subject to the right of the Company to: (a) close the Invitation at any time after it opens once Applications for all of the Shares in the Invitation valued between J$6,085,140,000, assuming all the Employees’ Shares allocation are taken up, and J$6,174,015,000 assuming none of the Employees’ Shares are taken up; and (b) extend the Closing Date for any reason in its sole discretion, provided that it is not later than 40 days after the publication 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). It is the intention of the Company to apply to the JSE to list the Shares (inclusive of the Sale Shares) on the Main Market of the JSE. The Company offers no guarantee that any of the Shares will be admitted to listing. As per Rule 402 of the JSE Main Market Rules, if the Invitation does not raise at least J$5.82 billion (assuming all the Employees’ Shares allocation are taken up), which is equivalent to 20% of the Issued Share Capital of the Company, by the Closing Date as aforesaid, all monies received will be refunded. If however, the Invitation raises at least J$5.82 billion (assuming all the Employees’ Shares allocation are taken up) from subscription/purchase of the said Shares by prospective Applicants but for some reason the application by the Company to list the Shares is not granted by the JSE, all payments received from Applicants will be returned to the Applicants. In addition, the making of the relevant application for listing on the Main Market of the JSE and its success is dependent on this criteria and other criteria for admission set out in the JSE Listing Rules. See the full terms and conditions of the Invitation in Section 6 of this Prospectus.
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SHARE CAPITAL
Authorised Ordinary Shares Issued Ordinary Shares as at the date of the Prospectus Maximum number of new Ordinary Shares to be issued by the Company in the Invitation Maximum number of Sale Shares in the Invitation to be sold by the Selling Shareholders
4,000,000,000 3,600,585,424 149,414,576 635,085,424
Details of the Issued Share Capital of the Company prior to and after the Invitation, assuming that it is fully subscribed, are set out in Section 8 of this Prospectus. We estimate that post transaction new shareholders (i.e. members of the general public and the Reserved Shares Applicants) will own approximately 20.92% of the Issued Share Capital of the Company. Description
Number of Shares
% of Shares Issued
Composition of the Shares for subscription/purchase: Reserved Shares: Employees
112,500,000
3.000%
Strategic Investors
150,000,000
4.000%
52,200,000
1.392%
314,700,000
8.392%
Total General Public Shares
469,800,000
12.528%
Total
784,500,000
20.920%
Broker Total Reserved Shares
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CONSIDERATION Total consideration, assuming all categories of Shares in the Invitation are fully subscribed/purchased, is as follows: Description
J$ Amount
Full subscription/purchase of Reserved Shares as set out below: 112, 500,000 of the Employees shares at a Discount Price of J$7.08 per Share 150,000,000 of the Strategic Investors at the Subscription Price of J$7.87 per Share 52,200,000 of the Broker at the Subscription Price of J$7.87 per Share
796,500,000 1,180,500,000 410,814,000
Full subscription/purchase of 469,800,000 Shares by the general public at the Subscription Price of J$7.87 per Share
3,697,326,000
Total Consideration 784,500,000 shares before transaction expenses
6,085,140,000
Amount raised by the Company (149,414,576 Ordinary Shares)
1,158,965,727
Proceeds to the Selling Shareholders (635,085,424 Ordinary Shares)
4,926,174,273
Note that the respective Subscription Price is subject to the Jamaica Central Securities Depository Limited charges of approximately J$163.10 inclusive of General Consumption Tax in respect of each application.
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TABLE OF CONTENTS 1.
IMPORTANT DISCLAIMERS ............................................................................................... 7
2.
SUMMARY OF KEY INFORMATION ON THE INVITATION ................................................. 9
3.
LETTER TO PROSPECTIVE INVESTORS............................................................................. 11
4.
DEFINITIONS USED IN THE PROSPECTUS ....................................................................... 15
5.
DISCLAIMER – FORWARD-LOOKING STATEMENTS ........................................................ 17
6.
THE INVITATION ............................................................................................................... 18
7.
INFORMATION ABOUT THE COMPANY ........................................................................... 22
8.
INCORPORATION AND STRUCTURE ................................................................................ 45
9.
DIRECTORS AND MANAGEMENT ...................................................................................... 57
10.
AUDITOR’S REPORT ......................................................................................................... 66
11.
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS ................... 75
12.
PRO-FORMA ADJUSTMENTS ............................................................................................. 91
13.
FINANCIAL STATEMENTS ................................................................................................ 94
14.
RISK FACTORS ................................................................................................................. 139
15.
PROFESSIONAL ADVISORS TO THE COMPANY .............................................................. 144
16.
STATUTORY AND GENERAL INFORMATION .................................................................. 146
17.
DOCUMENTS AVAILABLE FOR INSPECTION .................................................................. 149
18.
DIRECTORS’ SIGNATURES .............................................................................................. 150
19.
APPENDICES .................................................................................................................... 151
A.1. APPLICATION FORM – ORDINARY SHARES........................................................................ 152 A.2. AUDITOR’S CONSENT LETTER ............................................................................................ 155
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1. IMPORTANT DISCLAIMERS RESPONSIBILITY FOR THE CONTENTS OF THE PROSPECTUS This Prospectus has been reviewed and approved by the Board of Directors of the Company. The Directors of the Company whose names appear in Section 9 of this Prospectus are the persons responsible (both individually and collectively) for the information contained herein. To the best of the knowledge and belief of the 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 no information has been omitted which is likely to materially affect the import of information contained herein. Each of the Directors of the Company have signed this Prospectus for the purposes of his or her responsibility as described herein. Such responsibilities are joint and several as contemplated by the Companies Act. The signatures of the Directors appear in Section 18 of this Prospectus. Neither the FSC nor any Government agency or regulatory authority in Jamaica has made any determination on the accuracy or adequacy of the matters contained in the Prospectus. CONTENTS OF THE PROSPECTUS This Prospectus contains important information for prospective investors in the Company. All prospective investors should read the Prospectus carefully in its entirety before submitting an Application Form. This Prospectus also contains summaries of certain documents which the Board of Directors of the Company believe are accurate. Prospective investors may wish to inspect the actual documents that are summarized, copies of which will be available for inspection as described in Section 17. Any summaries of such documents appearing in this Prospectus are qualified in their entirety by reference to the complete document. The publication of this Prospectus shall not imply that there has been no change in the business, results of operations, financial condition or prospects of the Company since the date of this Prospectus. No person is authorized to provide information or to make any representation whatsoever in connection with this Prospectus, which is not contained in this Prospectus. This Prospectus is intended for use in JAMAICA only and is not to be construed as making an invitation to persons outside of Jamaica to subscribe for any Shares. The distribution or publication of this Prospectus and the making of the invitation in jurisdictions outside of Jamaica may be/is prohibited by law.
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IMPORTANT DISCLAIMERS (Continued) SEEK PROFESSIONAL FOR SHARES
ADVICE
BEFORE
MAKING
APPLICATION
TO
SUBSCRIBE
This Prospectus is not a recommendation by the Company that prospective investors should submit Application Forms to subscribe for Shares in the Company. Prospective investors in the Company are expected to make their own assessment of the Company, and the merits and risks of subscribing for Shares. Prospective investors are also expected to seek appropriate advice on the financial and legal implications of subscribing for Shares, including but not limited to any tax implications. Each Applicant who submits an Application Form acknowledges and agrees that: i.
He/she/it has been afforded a meaningful opportunity to review the Prospectus (including the terms and conditions in Section 6, and to gather and review all additional information considered by him/her/it to be necessary to verify the accuracy of the information contained in this Prospectus;)
ii. He/she/it has not relied on the Company or any other persons in connection with his/her/its investigation of the accuracy of such information or his/her/its investment decision; iii. No person connected with the Company has made any representation concerning the Company or this Prospectus not contained in this Prospectus, on which the Applicant has relied in submitting his/her/its Application Form; and The Applicant is aware of the merits and risks of subscribing for Shares in the Company notwithstanding the Risk Factors set out in Section 14.
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2. SUMMARY OF KEY INFORMATION ON THE INVITATION The following summary information is derived from and should be read in conjunction with, and is qualified in its entirety by, the full text of this Prospectus, including the Appendices. Recipients are advised to read this entire Prospectus carefully before making an investment decision about the transactions herein. Each recipient’s attention is specifically drawn to the Risk Factors in Section 14 of this Prospectus and the disclaimers at the beginning of this Prospectus. If you have any questions arising out of this document or if you require any explanations, you should consult your stock broker, licensed investment advisor, attorney-at-law, accountant or other professional advisor. Issuer
Wisynco Group Limited
Issue
784,500,000 Shares (inclusive of 314,700,000 Reserved Shares) for subscription/purchase which consists of: 149,414,576 newly issued Shares; and the sale of 635,085,424 Shares by the Selling Shareholder
Security
Ordinary Shares each in the capital of the Company (sometimes herein referred to as Shares)
Subscription Price
J$7.87 per Share subject to applicable discounts
No. of Shares
784,500,000 Ordinary Shares
Use of Proceeds
The Company intends to use the net proceeds from newly issued shares in this Invitation to fund:
Expansion of its manufacturing capacity to facilitate growth in all current markets (export and local) for existing and future products;
Investment in and utilization;
Potential strategic acquisitions - locally, regionally and internationally;
New distribution partnerships;
Expansion of the Company’s distribution fleet and infrastructure to support the build out of its ‘Route to Market’ system;
The establishment of a western distribution centre; and
Increase working capital to expand distribution arrangements through additional/new third-party brands in key categories not currently served by the Company.
more
efficient
modern
internal
power
generation
The Selling Shareholders intend to use the sale proceeds for their own purposes. Application Form
See Appendix 1 of the Prospectus
Dividends:
The Directors intend to pursue a dividend policy of an annual dividend of at least 20% of net profits after taxes available for distribution, subject to the need for reinvestment in the Company from time to time.
Terms and Conditions
See Section 6 of the Prospectus
Acceptable Payment Method
Either: (1) Manager’s Cheque payable to “NCB Capital Markets” (2) cleared funds held in a NCB Capital Markets account; or (3) Transfer or direct deposit NCB Capital Markets (details set out in the Application Form). Absolutely no cash payments will be accepted.
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SUMMARY OF KEY INFORMATION ON THE INVITATION (Continued) Listing:
Timetable of Key Dates
The Company intends to apply to the JSE for the listing on the Main Market of all of the Shares, and to make such application immediately following the closing of the Invitation and the resulting allotments to facilitate, the allocation of Shares and deposits to the respective JCSD accounts of successful Applicants. Registration of Prospectus at the Companies Office: On or about 28 November 2017 Registration of Prospectus at the FSC: On or about 28 November 2017 Publication of Prospectus: On or about 28 November 2017 Opening Date: 9:00 A.M. 6 December 2017 Closing Date: 4:00 P.M. 15 December 2017
Interpretations:
All currency amounts referred to in this Prospectus are in Jamaican dollars unless stated otherwise.
Early Applications
Application Forms must be submitted to NCB Capital Markets Limited, along with the requisite payment, in immediately available funds, at the locations set out in Section 6. Early applications may be submitted to NCB Capital Markets Limited. Any such applications will be received, but not processed until the Opening Date. All early applications will be treated as having been received at the same time, being 9:00 a.m. on the Opening Date, and shall be allotted pro rata. All other applications (that is, not early applications) will be received and processed on a first come, first served basis.
Confirmation of Share Allotment
All Applicants may refer to the confirmation instructions that will be posted on the website of the Jamaica Stock Exchange (www.jamstockex.com) after the Closing Date (or the extended Closing Date, as the case may be). Applicants who wish to receive share certificates must make a specific request to the Jamaica Central Securities Depository Limited.
Returned Applications/Refunds
Available for collection from NCB Capital Markets at “The Atrium”, 32 Trafalgar Road, Kingston 10, Jamaica within 10 working days of the Closing Date.
Final Allotment and Admission of Shares
Available for collection where originally submitted (NCB Capital Markets) within fifteen (15) days of the Closing Date (or the extended Closing Date, as the case may be).
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3. LETTER TO PROSPECTIVE INVESTORS DEAR PROSPECTIVE INVESTORS IN THE COMPANY: The Company (on its own behalf and on behalf of the Selling Shareholders) is pleased to invite you to subscribe for and purchase 784,500,000 Shares in the capital of the Company on the terms and conditions set out in this Prospectus. Of those Shares, 635,085,424 are Sale Shares available for purchase from the Selling Shareholders for whom the Company acts as agent in the Invitation. The offer includes Reserved Shares of 314,700,000 that are initially reserved for Employees, Strategic Investors and the Broker. ABOUT THE COMPANY Wisynco Group Limited (“Wisynco” or “the Company”) in its current form was established in 2005 as an amalgamation of several, multi-generational family businesses created by the four Mahfood brothers Ferdinand, Sam (Jnr.), Joe and Robin; the first of which began operating in 1965. Today, Wisynco is a prominent manufacturer and distributor of beverages, food and packaging products in Jamaica. We are a proud Jamaican company with a deeply rooted commitment to the country’s development. Our stated mission is “To improve the lives of our people” which extends to all stakeholders – shareholders, team members, customers, partners and fellow Jamaicans alike. Brands and Products Wisynco owns, manufactures and distributes a portfolio of popular beverage brands led by WATA and its extension of cranberry flavoured-WATA, BOOM Energy Drink and BIGGA Soft Drink. We also own and manufacture the SWEET brand range of plastic and foam disposable lunch boxes, plates and cups. In addition to our owned brands, we are the exclusive bottler for the Coca-Cola Company in Jamaica and have been bottling Coca-Cola products for some 11 years. Additional third-party beverage brands manufactured by the Company include SqueezZ and Hawaiian Punch. Our beverage portfolio is completed by Red Bull, Tru Juice Freshhh, Welch’s, Mott’s and Snapple. Whereas we do not manufacture these brands, we distribute them across Jamaica through distribution partnerships with their brand owners. In addition to the beverage portfolio, the Company also distributes a wide array of grocery products from reputable entities. These include world-renowned grocery brands such as Kellogg’s, General Mills, Hershey Company, Butterball, Herr’s, and Nestlé, as well as local brands such as Kremi and others. Infrastructure, Distribution and Customer Base With one of the largest sales forces in Jamaica comprised of more than 700 sales-related employees, Wisynco boasts a sales and distribution infrastructure that has a significant presence in the marketplace. These team members actively engage customers and consumers daily in supermarkets, wholesales, small shops, schools, restaurants, hotels and simply “in the streets” ensuring all Wisynco-represented products are well positioned and accessible to Jamaican consumers at all times. We operate from a modern centralized 350,000 square foot warehouse space and command a fleet of over 60 owned and 300 contracted trucks that deliver product directly to over 10,000 customers. Our in-trade assets also include over 6,000 coolers and 1,300 freezers which help to ensure the ready-to-serve trial of our products. The work of our team members, utilizing the assets mentioned above, ensures that the average Jamaican consumes a Wisynco product at least once every two (2) days.
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LETTER TO PROSPECTIVE INVESTORS (Continued) Management Team and Values Wisynco’s proven management team, with combined experience of over 100 years in manufacturing and distribution works tirelessly to meet the Company’s goals. We live by the C.H.I.R.P. acronym which speaks to the values of Compassion, Humility, Integrity, Respect, and Passion. These guiding principles define the Wisynco Way by which all our employees strive to live and work. For over 50 years the Wisynco family has expanded by reinvesting profits into training staff and educating the next generation of Wisynco Team Members, creating a unique company culture defined by high levels of employee morale, productivity, engagement and loyalty. Despite many obstacles, we have kept focused on our Company’s growth by upholding a passionate commitment to customers and our country while abiding by our founders’ mantra of putting God and family before company. Financial Performance Our strong performance in operations has manifested itself in sustained financial performance. In the past 5 years, revenue has grown by over 10% per annum. Our revenue figures, coupled with maintaining low costs, have led to us achieving in 30 June 2017:
A healthy gross margin of 37.3%;
Earnings Before Interest Tax and Depreciation and amortization (EBITDA) margin of 15.2%; and
Net Profit Margin of 10.5%.
In addition, the Company has achieved a high utilization of assets and equity and has sustained low debt levels as is demonstrated in the following metrics as at 30 June 2017:
Current ratio of 1.86;
Return on Assets of 17.1%;
Return on Equity of 31.3%;
Debt to equity ratio of 24.8%, which is expected to increase to 28.2% based on actual and proposed events post June 2017 (refer to Pro-forma adjustments as noted in Section 12); and
Gearing/leverage ratio of 18.2%, which is expected to increase to 22.0% based on post June 2017 proposed events.
Wisynco - The Innovator We believe innovation is the most effective driver of long-term, sustainable shareholder value. We have demonstrated a proven ability to innovate, having conceptualized several popular local beverage brands which have become dominant in their respective categories. We have achieved this by understanding the needs of the Jamaican consumer and purposefully crafting products and brands that resonate with their palate and lifestyle.
BIGGA – in 1995 BIGGA was born as the first beverage brand created by the Company. Today BIGGA remains Jamaica’s only locally-manufactured flavoured-soda brand owned by a Jamaican company.
WATA – in 2002 Wisynco was an early entrant to the bottled water industry, with creation of its now famous and uniquely Jamaican brand name. Today, WATA is the leading bottled water brand on the island.
CranWATA – in 2008 WATA launched a line extension of the first ever locally-manufactured flavoured water in Jamaica and won the Jamaica Manufactures’ Association’s Breakthrough Product of the Year.
BOOM – in 2010, BOOM became the first locally manufactured and owned energy drink brand to hit the Jamaican market.
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LETTER TO PROSPECTIVE INVESTORS (Continued) KEY INVESTMENT HIGHLIGHTS In closing, Wisynco offers you the investors a unique opportunity to be a part of our company. Key investment highlights include: Strong Financial Performance
Unmatched sales and distribution infrastructure
Portfolio of leading local and international brands
State‐of‐the‐art manufacturing facilities
Proven agile motivated management staff supported by very motivated and resilient team
Proven track record of innovation and crisis management
THE INVITATION The Company (on its own behalf and on behalf of the Selling Shareholders) is inviting applications to the Invitation from prospective investors to raise between J$6,085,140,000, assuming all the Employees’ Shares allocation are taken up, and J$6,174,015,000 assuming none of the Employees’ Shares are taken up. Of this amount, up toJ$4.998 billion, will be used by the Selling Shareholders and the rest by the Company for strategic investments. We invite subscriptions for up to 784,500,000 Shares from the general public and the Reserved Share Applicants. USE OF PROCEEDS The Directors intend to apply the net Initial Public Offering (IPO) proceeds (i.e. net of the Company’s share of related expenses) from the subscription of new Shares in the Company for strategic initiatives such as:
Expansion of its manufacturing capacity to facilitate growth in all current markets (export and local) for existing and future products;
Investment in more efficient modern internal power generation and utilization;
Potential strategic acquisitions - locally, regionally and internationally;
New distribution partnerships;
Expansion of the Company’s distribution fleet and infrastructure to support the build out of its ‘Route to Market’ system;
The establishment of the a western distribution centre; and
Increase working capital to expand distribution arrangements through additional/new third-party brands in key categories not currently served by the Company. 13
LETTER TO PROSPECTIVE INVESTORS (Continued) The proceeds of sale of the Sale Shares by the Selling Shareholders, approximately J$4.998 billion, will accrue to the benefit of the Selling Shareholders and not to the Company. The Company and the Selling Shareholders intend to use a portion of the proceeds of the Invitation to pay the expenses associated with this IPO. The Company Directors and Selling Shareholders believe such expenses will not exceed J$200 million (inclusive of brokerage and financial advisory fees, legal fees, accountant’s fees, filing fees, initial listing fees, underwriting fees, marketing and expenses, and GCT. The subscription list opens at 9.00 am on the Opening Date: 6 December 2017 and closes at 4:00 pm on the Closing Date: 15 December 2017, subject to the right of the Company to shorten or extend the time for closing of the subscription list in the circumstances specified in this Prospectus. DIVIDEND POLICY Once the Company is admitted to the Main Market, the Directors intend to pursue a dividend policy of an annual dividend of at least 20% of net profits after taxes available for distribution, subject to the need for reinvestment in the Company from time to time. HOW TO SUBSCRIBE FOR SHARES Those investors who are interested in subscribing for/purchasing Shares should read this Prospectus in its entirety inclusive of the full terms and conditions of the Invitation set out in Section 6 and the Risk Factors in Section 14 and then complete the Application Form(s) set out in Appendix 1 hereof. We invite you to become a part of the Wisynco family and to join us as we continue to build out our vision for the future.
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4. DEFINITIONS USED IN THE PROSPECTUS Act
Means the Companies Act, 2004
Allotment
Means the allotment of the Shares to successful Applicants by the Company the same to be effected by Jamaica Central Securities Depository Limited, in its capacity as registrar and transfer agent of the Company, on its behalf
Applicant
Means a person (being an individual or a body corporate, whether a Reserved Share Applicant, or a member of the general public) who submits an Application in accordance with the terms and conditions of this Prospectus
Application Form
Means the Application Form to be completed by Applicants who wish to make an offer to subscribe for/purchase Shares in the Invitation which is set out in Appendix 1 hereof
Arranger
NCB Capital Markets Limited (“NCB Capital Markets”), a securities dealer, duly licensed under the laws of Jamaica, with offices at “The Atrium”, 32 Trafalgar Road, Kingston 10, Jamaica
Auditor’s Report
Means the report of PricewaterhouseCoopers Jamaica, Chartered Accountants set out in Section 10
Board of Directors
Means the Board of Directors of the Company, details of which are set out in Section 9 of the Prospectus
Broker
NCB Capital Markets Limited (“NCB Capital Markets”), a securities dealer, duly licensed under the laws of Jamaica, with offices at “The Atrium”, 32 Trafalgar Road, Kingston 10, Jamaica
CAGR
Means Compound Annual Growth Rate
Company
Means Wisynco Group Limited, a company duly incorporated under the Laws of Jamaica, bearing company number: 61,229 and whose registered office is located at Lakes Pen in the parish of St. Catherine, Jamaica
Closing Date
Means the date on which the subscription list in respect of the Invitation closes, being 4:00 p.m. on 15 December 2017 subject to the right of the Company to either shorten or extend the subscription period in the circumstances set out in the Prospectus
Director (s)
Means a director (s) of the Company
Discount Price
Means the price of J$7.08 per Share applicable to the Employees
EBITDA
Means Earnings before Interest, Tax, Depreciation and Amortization
Employees
Means the employees of the Company including Executives, Senior Managers and Directors
Forward-Looking Statements
Means the forward looking statements referred to in Section 5 of the Prospectus, which are disclaimed by the Company on the terms and for the reasons set out therein
FY
Means financial year, for year ending 30 June
FSC
Means the Financial Services Commission of Jamaica
Historical Financial Data
Means the figures set out in Section 10, including those extracted from the audited financial statements of the Company for each of the financial reporting periods ended 30TH June in the years 2013 to 2017, the Unaudited Financial Statements of the Company in respect of the period of 1 July 2017 to 30 September 2017
Invitation
Means the invitation to subscribe and/or purchase 784,500,000 Shares on the terms and conditions set out in Section 6 of the Prospectus
IPO
Means “initial public offering” with respect to the Shares 15
DEFINITIONS USED IN THE PROSPECTUS (Continued) J$/JMD
Jamaican Dollar
JSE
Means the Jamaica Stock Exchange
Main Market
Means the Main Market of the JSE
Opening Date
Means the date on which the subscription list in respect of the Invitation opens, being 9:00 a.m. on 6 December 2017
Prospectus
Means this document, which constitutes a prospectus for the purposes of the Companies Act, 2004 and the Securities Act
Q1
Means Quarter 1 ending September as related to the unaudited financial statement
Registrar and Transfer Agent
Means the Jamaica Central Securities Depository Limited or such other person as may be appointed by the Company from time to time to provide the services of registrar and paying agent for the Company
Reserved Shares
Means up to 314,700,000 Shares in the Invitation which are specifically reserved for application from, and subscription and purchase by, the Reserved Share Applicants at the Subscription Price/Discount Price, as applicable
Reserved Share Applicants
Means the persons (as referred to herein) who are entitled to subscribe for Reserved Shares in their respective categories, namely: the Employees, Strategic Investors and Broker
Sale Shares
Means up to the 635,085,424 Shares which are being sold on behalf of the Selling Shareholders
Shares (and Ordinary Shares)
Means the ordinary shares of no par value in the capital of the Company, inclusive of 784,500,000 Shares that are offered by the Company and the Selling Shareholders for subscription and/or purchase in the Invitation on the terms and conditions set out in this Prospectus, and the expression “Shares” shall include the Reserved Shares where the context permits
Shareholders
Means the holders of Shares
Selling Shareholders
Means Wisynco Group (Caribbean) Limited (as to 494,093,226 Shares) and Caribbean Bottlers Limited (as to 140,992,198 Shares) identified in the table in Section 8
Strategic Investors
Strategic Investors means stakeholders and supporters of the Company as determined by the executives of Wisynco Group Limited in their sole discretion
Subscription Price
Means J$7.87 per Share or such price as it relates to each respective Reserved Share, as applicable
Terms and Conditions of the Invitation
Means the terms and conditions for Applicants set out in Section 6 of the Prospectus
Unaudited Financial Statements
Means the unaudited financial statements of the Company for 1st Quarter ended 30 September 2017 that are set out in Section 11 of the Prospectus
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5. DISCLAIMER – FORWARD-LOOKING STATEMENTS Save for the Historical Financial Information contained in this Prospectus, certain matters discussed in this Prospectus, contain forward-looking statements including but not limited to use of proceeds, future plans or future prospects and pro-forma financial information. Forward-looking statements are statements that are not about historical facts and speak only as of the date they are made. Although the Directors believe that in making any such statements its expectations are based on reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Prospective investors in the Company are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they have been made. Future events or circumstances could cause actual results to differ materially from historical or anticipated results. When used in this Prospectus, the words “anticipates”, “believes”, “expects”, “intends” and similar expressions, as they relate to the Company, are intended to identify those forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties. Once this Prospectus has been signed by or on behalf of the Company, and prior to the admission of the Company to the Main Market, the Company undertakes no obligation to update publicly or revise any of the forward-looking statements in light of new information or future events, including changes in the Company’s financial or regulatory position, or to reflect the occurrence of unanticipated events (subject to any legal or regulatory requirements for such disclosure to be made). There are important factors that could cause actual results to differ materially from those in forward-looking statements, certain of which are beyond the Company’s control. These factors include, without limitation, the following:
Economic, social and other conditions prevailing both within and outside of Jamaica, including actual rates of growth of the Jamaican and regional economies, instability, high domestic interest rates or exchange rate volatility;
Adverse climatic events and natural disasters;
Changes in any legislation or policy adversely affecting the revenues and/or expenses of the Company;
Actual or perceived deficiencies in the Company’s products or services, unfavourable market receptiveness to the Company’s strategic business plan or its particular line of products and services, or the availability or relative attractiveness of competitors’ alternative products and services. Changes in any legislation or policy adversely affecting the revenues or expenses of the Company;
Any other factor negatively impacting on the realisation of the assumptions on which the Company’s forwardlooking statements are based;
Other factors identified in this Prospectus; and
Other factors not yet known to the Company.
Neither the FSC, nor any Government agency or regulatory authority in Jamaica, has made any determination on the accuracy or adequacy of the matters contained in this Prospectus. Recipients are advised to read this entire Prospectus carefully before making an investment decision about the transactions herein. Each recipient’s attention is specifically drawn to the Risk Factors in Section 14 of this Prospectus and the disclaimers at the beginning of this Prospectus.
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6. THE INVITATION GENERAL INFORMATION The Company is seeking to raise up to J$1.18 billion subject to the level of Employees’ subscription of Shares, from subscriptions for the 149,414,576 Shares in the Invitation at the Subscription Price of J$7.87 per Share (subject to discounts in respect of the Reserved Shares, where applicable). The Company is also acting as an agent of the Selling Shareholders in inviting Applications for purchase for 635,085,424 Sale Shares in the Invitation at a price of J$7.87 per Share. Up to 314,700,000 of the Shares are Reserved Shares that are specifically reserved for application from, and subscription by, the Reserved Share Applicants. Any Reserved Shares not taken up by the Reserved Share Applicants shall be made available for application from, and subscription/purchase by, the general public. Assuming that all of the 784,500,000 Shares are subscribed/purchased by both the Reserved Share Applicants and the general public in the Invitation, the Company will make an application to the JSE for the Shares to be admitted to the Main Market. If the application is successful, it is anticipated that the Shares will be admitted to trading within thirty (30) days of the Closing Date (or the extended Closing Date, as the case may be). In the event that the Invitation does not raise at least J$5.82 billion, which is equivalent to 20% of the ownership of the Company as per Rule 402 of the of the Jamaica Stock Exchange Main Market Rules, and/or the Shares are not admitted to trade on the Main Market, all applications will be returned to the Applicants, along with any other payments made in relation thereto. Prospective investors should read all of the sections referred to carefully together with the remainder of this document. Those prospective investors who wish to subscribe for and or/purchase Shares should also refer to the full terms and conditions set out in this Section 6 before completing the Application Form set out in Appendix 1. MINIMUM FUNDRAISING For the purposes of Section 48 of the Companies Act the minimum amount which in the opinion of the Directors must be received by the Company as a result of the subscription of its Shares in the Invitation in order to provide for the matters set out in Paragraph 2 of the Third Schedule (the “minimum allotment”) is J$600 million. USE OF PROCEEDS It is the Company’s intention to use the proceeds of the public offering for strategic initiatives such as: expansion of manufacturing capacity, additional investment in more efficient internal power generation and to fund strategic partnerships. Further details on the intended use of the proceeds of the Invitation by the Company are contained in the Letter to Prospective Investors. The Selling Shareholders intend to use the proceeds of the sale of their Shares in the Company for their own purposes. Assuming all categories of Shares in the Invitation are fully subscribed/purchased, the expected proceeds and uses are as follows: USES Strategic Initiatives (net of expenses)
Amount (J$ millions) 1,121
Issuance Fees (including expenses relating to this offer)
200
Sale of Shares by Selling Shareholders (net of expenses)
4,764
TOTAL
6,085
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THE INVITATION (Continued) The Company and the Selling Shareholders also intend to pay the expenses associated with the Invitation out of the proceeds derived from the subscription/purchase of the Shares. The Company estimates that the expenses in the Invitation will not exceed J$200 million (inclusive of financial advisory, lead brokerage and arranger fees, legal fees, accountant’s fees, Registrar’s fees, filing fees, stamp duty fees, initial listing fees, marketing expenses, and exclusive of GCT). KEY DATES DESCRIPTION
DATES
Prospectus Roadshow
On or about 28 November 2017 1 December 2017
Opening Date
6 December 2017
Closing Date
15 December 2017
Pricing and allocation announced
Within 3 days of the Closing Date Within 30 days of the Closing Date Within 10 days of the Closing Date
Expected commencement of trading (if the Invitation is successful) Expected dispatch of investor statements and any refund if required Normal trading of shares
Within 45 days of the Closing Date
TERMS AND CONDITIONS FOR APPLICANTS 1.
All Applicants (whether Reserved Share Applicants or members of the general public) must submit an Application Form as provided at Appendix 1 to this Prospectus. Reserved Share Applicants must specify their status on the Application Form and verifiable proof of such status must be presented.
2. All Applicants will be deemed to have accepted the terms and conditions of the Invitation and any other terms and conditions set out in this Prospectus, including any terms and conditions set out in this Section 6 and Appendix 1. 3. Each Applicant acknowledges and agrees that: a.
he/she/it has been afforded a meaningful opportunity to review the Prospectus (including the terms and conditions set out in this Section 6), and to gather and review all additional information considered by him/her/it to be necessary to verify the accuracy of the information contained in this Prospectus;
b. he/she/it has not relied on the Company or any other connected persons in connection with his/her investigation of the accuracy of such information or his/her/its investment decision; and c.
no person connected with the Company has made any representation concerning the Company or this Prospectus not contained in this Prospectus, on which the Applicant has relied in submitting his/her/its Application Form.
4. Application Forms from the general public must request a minimum of 1,000 Ordinary Shares and shall be made in multiples of 100 Ordinary Shares. Application Forms from the general public in other denominations will not be processed or accepted.
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THE INVITATION (Continued) 5.
The full amount payable for the Shares for which you are applying (being the number of Shares, multiplied by the Subscription Price per Share) plus JCSD processing fee of JMD 163.10 (inclusive of GCT) must be paid in one of the following 3 ways. i.
By Real Time Gross Settlement System (“RTGS System”) to the Broker using the following information, and evidence of such payment supplied with the completed and signed Application Form: NCB CAPITAL MARKETS LIMITED Bank: National Commercial Bank Jamaica Limited BIC: NCCMJMK1 Branch: 1-7 Knutsford Boulevard (New Kingston) Account Name: NCB Capital Markets Limited Beneficiary Address: NCB Atrium, 32 Trafalgar Road, Kingston 10 Account number: 351422580 (Please include the applicant’s name in the transaction details of the RTGS)
ii.
Applicants who have an investment account with the Broker may submit to them a letter of instruction to the Broker authorising the Broker to apply funds standing to the credit of such Applicant against the Subscription Price payable in respect of their application for Shares.
iii.
Payment may also be made via a J$ Manager’s Cheque drawn on a Jamaican commercial bank made payable to “Wisynco Group Limited” or the Broker and will be accepted only in respect of payments for less than J$1,000,000.00.
6. All completed Application Forms must be delivered to NCB Capital Markets Limited c/o of branches of National Commercial Bank Jamaica Limited (“NCB”) at the following locations:
7.
NCB 1-7 Knutsford Blvd, Kingston, Jamaica, W.I.
NCB Half-Way Tree, 94 HWT Rd., Kingston, Jamaica, W.I.
NCB Matildas Corner, 15 Northside Plaza, P.O. Box 72, Kingston, Jamaica, W.I.
NCB St. Jago, St. Jago Shopping Centre, St. Catherine, Jamaica, W.I.
NCB University Branch, Mona Campus, Kingston, Jamaica, W.I.
NCB Portmore Lot 18 West Trade Way, Portmore, St. Catherine, Jamaica, W.I.
NCB Duke & Barry Street 37 Duke St., Kingston, Jamaica, W.I.
NCB Constant Spring, 124-126 Constant Spring Rd., Kingston, Jamaica, W.I.
NCB Cross Roads, 90-94 Slipe Rd. P.O. Box 5 Kingston, Jamaica, W.I.
NCB Atrium, 32 Trafalgar Road, Kingston, Jamaica, W.I.
NCB Baywest Centre, Harbour St. Montego Bay, Jamaica, W.I.
NCB Santa Cruz, Santa Cruz P.O., St. Elizabeth, Jamaica, W.I
NCB St. Ann’s Bay 19-21 Main St. St. Ann's Bay, St. Ann, Jamaica, W.I
All Shares in the Invitation are priced at the Subscription Price of J$7.87 per Share (subject to discounts in respect of Reserved Shares, where applicable).
8. Application Forms submitted to NCB Capital Markets in advance of the Opening Date (early applications) will be received but not processed until the Opening Date. All advance applications will be treated as having been received at 9:00 a.m. on the Opening Date, 6 December 2017, and shall be allotted pro rata. All Application Forms received from 9:00 a.m. onwards on the Opening Date will be time stamped for processing in the order in which they were received. That is, the Application Forms will be processed on a first come, first served basis. Application Forms that meet the requirements set out in this Section 6 will be processed.
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THE INVITATION (Continued) 9. For the purposes of paragraph 8 above the Directors of the Company, in their sole discretion, may: a.
Accept or reject any Application Form in whole or part without giving reasons, and neither the Company nor the Directors shall be liable to any Applicant or any other person for doing so; and
b. Allot Shares to Applicants on a basis to be determined by it in its sole discretion. Multiple applications by any person (whether in individual or joint names) may be treated as a single application. 10. Neither the submission of an Application Form by an Applicant nor its receipt by the Company will result in a binding contract between the Applicant and the Company. Only the allotment of Shares by the Registrar on behalf of the Company to an Applicant (whether such Shares represent all or part of those specified by the Applicant in his/her Application Form) will result in a binding contract under which the Applicant will be deemed to have agreed to subscribe for/purchase the number of allotted Shares or Sale Shares at the Subscription Price, subject to the Articles of Incorporation and these terms and conditions set out in Section 16. 11. If the Invitation is successful in raising at least J$5.82 billion as per Rule 402 of the Jamaica Stock Exchange Main Market Rules, and the Shares are admitted to trade on the Main Market, successful Applicants will be allotted Shares for credit to their account at the Registrar specified in their Application Forms. Applicants may refer to the informational notice that will be posted on the website of the JSE (www.jamstockex.com) after the Closing Date. Applicants who wish to receive share certificates must make a specific request to the Registrar. 12. With respect to refunds that are less than the RTGS threshold of $1 Million, the Company will endeavour to return cheques for the amounts refundable to Applicants whose applications are not accepted, or whose applications are only accepted in part, to NCB Capital Markets within ten (10) days after the Closing Date (or the extended Closing Date, as the case may be) or as soon as practicable thereafter. Each refund cheque will be sent to NCB Capital Markets for collection by the Applicant (or the first-named joint Applicant) stated in the Application Form. Any other persons purporting to collect a cheque on behalf of the Applicant must be authorised in writing by the Applicant(s) to do so. All refunds of a quantum greater than the RTGS threshold of $1 Million, will be refunded via RTGS to the account of origin. 13. Applicants must be at least eighteen (18) years old. However, Applicants who have not yet attained the age of eighteen (18) years, may apply jointly with Applicants who are at least eighteen (18) years of age.
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7. INFORMATION ABOUT THE COMPANY THE COMPANY AND ITS HISTORY Wisynco Group Limited is a prominent Jamaican manufacturer and distributor. It imports brands of food and beverage products and produces its very own lines of high quality products including BIGGA, WATA, various cranberry flavoured WATA, Boom and Sweet Synthetic Packaging Products. The Company in its present form is a result of an amalgamation of the following companies: West Indies Synthetic Company Limited (formed in 1965), Wisynco Trading (formed in the 1930’s and Jamaica Drink Company (formed in 1995). For the purposes of this section these entities will be collectively referred to as Wisynco. Timeline – Key Highlights of the Company Origins: 1965 t0 1995 Birth of Wisynco in 1965 The Legacy Wiysnco companies was founded by Mr. Saleem Mahfood who arrived in Jamaica in 1921. Mr. Mahfood left his company to his four sons, where the brothers formed West Indies Synthetics Company Ltd {WISYNCO}. 1965
1966 - 1968
Wisynco borrowed £150,000 from Barclays Bank to build and equip a 6,000-square-foot factory at Twickenham Park in St. Catherine. The new plant started production and manufactured 60 pairs of boots per hour. Soon farmers, casual labourers, factory workers, and anyone needing protection from the elements would be sporting Jamaican-made Iron Man water boots. Initially Wisynco introduced a double-shift system to keep up with growing demand, and when that still was not enough, expanded to three shifts. Wisynco started exporting Iron Man water boots to Trinidad & Barbados in 1966
Saleem Mahfood - 1921
In 1968 Wisynco expanded production with its second line, “Mr. Robin” plastic shoes and boots for children. Factory space increased to 12,000 square feet by the middle of the 1960s, and by the end of that decade to 20,000 square feet Wisynco started production of cups and containers in 1973
1971-1973
1995 - 1996
Wisynco exchanged (swapped) out its equipment with a Haitian producer of men’s shoes, and started producing Gator Shoes, a full range of men’s and children sneakers, casual and dress shoes . The Gator brand of footwear was the most popular products that rolled off its production line. Growth continued even during the 1970s when several other investors pulled out of Jamaica because of their disagreement with the policies of the then Administration. In fact, by the end of that decade, Wisynco required 60,000 square feet of production/warehouse space in order to supply the Jamaican market with its expanding range of products. BIGGA Soft Drink was born in 1995 The company borrowed US$3 million and set up a 10,000 square-foot carbonated soft drink manufacturing plant
Wisynco Fisheries division - 1997
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INFORMATION ABOUT THE COMPANY (Continued) How has the Company Evolved: 2000 t0 2017
Wisynco introduced its own purified artesian bottled water called WATA in 2002 2000 - 2006
Additionally, Wisynco began distributing Coca-Cola products on a non-exclusive basis. Wisynco Group Limited formed as a result of the amalgamation of the three companies – West Indies Synthetics Limited, Wisynco Trading Limited, and Jamaica Drink Company Limited.
In 2010 BOOM was born 2010 - 2012
2014 - 2015
In 2010 Wisynco began to manufacture and distribute the first locally produced energy drink BOOM. In March of that year, the company announced it will be the exclusive distributor of the world’s leading energy drink Red Bull. By December, Wisynco announced that they would be the exclusive bottlers and distributors for the Coca Cola products.
The Introduction of WATA - 2016
Golden Jubilee The Wisynco Group celebrates 50 years of existence in 2015
The company restarted operation after a massive fire in 2016 2016 - 2017
In May 2016 the company’s warehouse was engulfed by a massive fire. During that time no jobs were lost and distribution was not interrupted. By September 2017, the company rebuilt its warehouse into new modern state of the art complex.
State of the art facility – Sept 2017
CORPORATE STRUCTURE Wisynco Group Limited is a limited liability company incorporated on 9 April 1999 and is domiciled in Jamaica. The Company changed its name from Duke Services Number 7 Limited to Wisynco Group Limited on 25 April 2000. It has its registered office at Lakes Pen, St. Catherine, Jamaica. The parent company is Wisynco Group (Caribbean) Limited, a Barbados International Business Company. The ultimate controlling party of the Company is Evesam Investments Holdings Limited, a company incorporated in and resident the Cayman Islands. The Company retains a subsidiary, Indies Insurance Company Limited, which was incorporated in 2011 and is resident in St. Lucia. The principal activity of Indies Insurance Company Limited is to provide insurance services to its parent and other group affiliates. Indies has no employees and its operations were dormant in FY 2015 and FY 2016. The Company effected a Scheme of Reconstruction which commenced on 30 October 2017. This resulted in the Company retaining primarily its core businesses by transferring three non-core businesses to its ultimate parent company through intermediary companies. The reconstruction was approved by the relevant authority. See further details of the reconstruction in Section 8 below. Also Refer to Section “Details of Authorized and Issued Share Capital and the Shares in the Invitation’” for details on the recent reconstruction of the share capital of the Company.
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INFORMATION ABOUT THE COMPANY (Continued) COMPANY VALUES The Wisynco Family has grown exponentially over the years, and has weathered many challenges together: each making it stronger along the way. Through it all, they have been led by the guiding principles of their founding fathers, who maintained that their priorities in life should be God first, Family second, Country and then Company. The Wisynco Team conceptualized the acronym C.H.I.R.P. which speaks to the values of Compassion, Humility, Integrity, Respect, and Passion. These guiding principles define the Wisynco Way by which all Wisynco employees strive to live. BUSINESS MODEL Wisynco Group Limited is a Jamaican manufacturer and distributor. The Company takes great pride in offering quality products to the Jamaican market at competitive prices. The Company’s goal is to remain the premier distributor and manufacturer of food and beverages in Jamaica. This will be achieved by redefining and developing brand categories to improve overall sales. The variety of brands and package offerings the Company has in its portfolio provide the flexibility to reach all Jamaican consumers. The primary activities of the Company are the bottling and distribution of purified water and beverages and the manufacturing of a wide range of plastic and foam packing and disposable products mainly used in the retail, food service and tourism industry. At present the Company distributes 110 brands with over 4,000 different products. Market Positioning and Customer Base The Company has a direct customer base of over 10,000 customers. This is made up primarily of restaurants, supermarkets, retail and wholesale channels, schools and food service outlets. It offers its products through distributors in Jamaica, Antigua, Bahamas, Trinidad, Grenada, Dominica, St. Lucia, Canada, Barbados, St. Vincent, Guyana, Belize, Curacao, Grand Cayman, the United Kingdom, the United States, Aruba, Panama, St. Kitts and Suriname. Wisynco prides itself on creating a differentiated customer experience, as such the focus is on providing innovative product offerings and superior customer care resulting in a high degree of customer loyalty.
The average Jamaican consumes a Wisynco product at least once every two (2) days
24
INFORMATION ABOUT THE COMPANY (Continued) The Company’s estimated market share by product category is shown below: Carbonated soft drinks - 42%
Bottled water - 60% Energy drinks - 85%
Non-carbonated beverage - 40%
Juices* - 50%
*This represents sale of products for Tradewinds Citrus Limited through an exclusive distribution agreement.
The Company’s primary competitors are Pepsi, Grace Kennedy, Seprod and Lasco. Product Categories
Manufactured – Owned – this is the Company’s owned manufactured products such as the beverages WATA, cranberry flavoured WATA, BOOM, and BIGGA as well as SWEET branded disposable products packaging products.
Manufactured – Third Party – This includes branded products such as Coca-Cola, Hawaiian Punch and SqueezZ juices that the Company makes through agreements with third parties.
Distributed – Imported Third Party – this is the portfolio of products arising from the Company’s distribution agreements with foreign entities such as Red Bull, Kellogg’s, General Mills and Nestle.
Distributed – Local Third Party – this is the portfolio of products arising from the Company’s distribution agreements with local entities. Main brands include Tru-Juice and Freshhh.
Export – These are all products that the Company sells to foreign customers.
Suppliers The Company has a number of suppliers in the United Kingdom, Turkey, USA, Ireland, China, Puerto Rico and Costa Rica from whom it obtains its raw materials. These suppliers provide mainly the raw materials for bottle and label manufacturing as well as sugar, flavours and other ingredients for beverage manufacturing. The Company maintains strong relationships with its key suppliers to minimize the risk of disruption in supplies. Refer to the Section “Contracts” for details on contracts with suppliers. STRATEGIC GOALS Wisynco Group has a proven track record of creating and growing renowned brands, successfully ensuring each gains island wide acceptance and availability in the Jamaican trade through relentless focus on operational efficiency and customer service. In keeping with this approach, the Company has partnered with internationally recognized food and beverage brands around the globe helping international giants such as Coca-Cola, Red Bull, Kellogg’s, Nestle, General Mills, Welch’s, Herr’s, and countless others, gain a foot hold in the local market. This combination of Company-owned and international brands has helped Wisynco achieve economies of scale in manufacturing and distribution that are unmatched by local competitors. The Company’s goal is to maintain a laser focus on the customer and continue to drive strong operating profit margins through sustained investments in talent development, infrastructure and systems in order to maximize volume and efficiency opportunities. Increased profitability will be achieved through a combination of:
Organic growth of existing brands (both manufactured and imported) supported by continued investment to expand manufacturing and distribution capacities;
Increased focus on export markets – again supported by increased manufacturing capacity in particular. Approximately 1% of the Company’s revenue is currently derived from export markets;
Creation and growth of new owned-brands – particularly in select beverage categories where the Company currently has no presence; and 25
INFORMATION ABOUT THE COMPANY (Continued)
The acquisition of additional distribution agreements and strategic partnerships to support revenue growth through international and local brands/companies.
Greater efficiencies will be created through:
Increased volumes arising from the initiatives above, thereby increasing both return on assets and operating profitability;
Achieving greater energy efficiency through additional investments in alternative energy sources and utilization;
Continued packaging innovation to reduce unit costs while limiting environmental impact;
Investment in modernized IT systems to ensure greater optimization of distribution resources;
Constant review of Sales, Distribution and Administrative (SD&A) costs to ensure the Company is operating at maximum efficiency levels; and
Continued talent development and expansion of sales personnel to ensure full customer satisfaction by intense focus on customer demands.
OPERATIONS AND DISTRIBUTION Head Office and Distribution Centre
Wisynco operates at two main locations situated in St. Catherine: White Marl and Lakes Pen. Manufacturing takes place at White Marl, while Lakes Pen carries out distribution activities. Total square footage with factory, storage and offices between the two locations is approximately 530,000 square feet. In addition to its owned properties, the Company temporarily leases storage facilities in St. Catherine and Clarendon. The factory is ISO9001.2008 and FSSC 22000 certified and Wisynco strives to adhere to the highest quality safety standards.
26
INFORMATION ABOUT THE COMPANY (Continued)
State of the Art Beverage Production
Solar Plant
27
INFORMATION ABOUT THE COMPANY (Continued)
Wastewater Treatment Plant
Warehouse fire and Implementation of Recovery Plan Following a massive fire at the Company’s Lakes Pen warehouse and distribution centre in May 2016, Wisynco was back to full operating capacity within just six (6) weeks due to its agile management team and resilient employees who swiftly implemented the Company’s recovery plans. Wisynco temporarily leased an old garment factory in Spanish Town, St Catherine, to resume distribution of its products. Concurrently the Company sought additional space at Ferry, St Catherine, Industrial Terrace on Marcus Garvey Drive in Kingston, as well as rented space temporarily from Food for the Poor a registered charitable organization under the Charities Act. At the time many employees were worried about losing their jobs but Wisynco managed to retain all facility workers and remained committed to its mission, team members, and customers. Demonstrating the true resilience of its management team and employees, Wisynco has risen from the ashes with the opening of the Sam Mahfood Distribution Centre on 15 September 2017, a mere 16 months from the complete destruction of its predecessor. During the rebuilding, Wisynco took the opportunity to undertake a massive upgrade and expansion of its warehouse facility. It now boasts a brand new state-of-the-art facility. The new warehouse, which is dedicated to the father of Chief Executive Officer Andrew Mahfood and one of Wisynco’s founders, the late Sam Mahfood, is approximately 350,000 square feet – 100,000 square feet larger than the previous facility. The size of the Sam Mahfood Distribution Centre, is not the only thing that has been upgraded; the new facility will feature fire prevention technology to readily prevent a blaze from escalating. The Company is in the process of implementing an Early Suppression Fast Response fire system that will have a quicker response in the event such a disaster were to ever happen again. The system has 4,500 sprinklers, supported by a 2500 gallons per minute (GPM) fire pump and a 275,000-gallon water tank.
28
INFORMATION ABOUT THE COMPANY (Continued)
Outside of the precautionary system, there have also been changes to improve productivity. This includes:
The implementation of a state of the art automated inventory and order picking system;
More efficient layout with flexible workstations;
A 100% increase in loading docks;
A 20% increase in illumination with state of the art light-emitting diode (LED) high-bay lights that will place a 30% reduction in energy consumption; and
Roofing insulation to reduce internal temperature.
29
INFORMATION ABOUT THE COMPANY (Continued) Distribution Coverage Hard work and careful attention to its customers has allowed the Company to become one of the largest food and beverage distribution companies in Jamaica. With a focus on beverages and grocery items, the Company distributes both international and local products island-wide. You can find Wisynco’s products in the average refrigerator, your favourite restaurant, or at any supermarket as the Company distributes to all channels: retail, wholesale, small “moms and pops” and food service outlets such as hotels and restaurants. The Company currently distributes brands for many of the top food manufacturers of the United States of America. More than 6000 coolers and 1300 freezers
300+ contracted trucks and 60 owned
Over 350,000 Sq. Ft. of dry goods space
700 sales related employees
30
INFORMATION ABOUT THE COMPANY (Continued) Brands Portfolio Wisynco offers a strong portfolio of owned flagship beverage brands led by WATA, BOOM Energy Drinks, cranberry flavoured WATA and BIGGA Soft Drinks. The Company is also the sole manufacturer of Coca-Cola, Hawaiian Punch amongst other brands.in Jamaica. In addition, the Company is a major distributor of several third-party brands such as Red Bull Tru Juice and Kellogg’s.
31
INFORMATION ABOUT THE COMPANY (Continued) Owned Brands Included below is an overview of the brands owned by the Company. These brands generate approximately 46% of the revenue earned by the Company. Cranberry Flavoured-WATA: “WATA Wid Wow” The phenomena behind the cranberry flavoured WATA began in 2008 when Wisynco innovatively created the flavored water category in Jamaica by combining its flagship WATA brand with cranberry juice. The naturally fruit flavoured water has four flavours: original cranberry, grape, strawberry and newly launched peach.
WATA In 2002 Wisynco entered the bottled water market with the introduction of their own locally manufactured brand called WATA. WATA is bottled drinking water after going through an extensive purification process. WATA maintains its standard of excellence through its filtration process, making the brand one of the more renowned bottled water in the country. The brand’s success is in its name, the lifestyle it conveys and its taste.
BIGGA BIGGA soft drinks was the first beverage product that was developed by Wisynco. BIGGA has since been aligned with nationalism stemming from its local production and as one of the carbonated soft drink made locally. BIGGA has become one of the flagship brands of the Company.
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INFORMATION ABOUT THE COMPANY (Continued) BOOM Since the entrance of energy drinks to the Jamaican market, Wisynco’s vision was to develop a locally produced energy drink whose quality and taste could compete alongside popular brands in the category. After several years, Wisynco introduced BOOM to the local market in 2010.
Sweet Wisynco is one of the largest plastic and foam manufacturer in the English speaking Caribbean. The Wisynco plastics and foam product line is reflective of the many years of research and care which has gone into the production of its range of synthetics. The Company has been taking initiatives to minimize its environmental impact. Refer to “Focus on the Environment” within this Section 7 for further details on the Company’s initiatives. Products manufactured under the Sweet brand include: plates, cups, forks, spoons, egg cartons, meat trays, hamburger boxes and foam containers.
33
INFORMATION ABOUT THE COMPANY (Continued) TRADE MARKS The Company decides whether to register trademarks in the countries in which it operates on a case by case basis according to need on the basis of usage, and local legal advice. The Company may not have registered its trade marks in all of the countries in which it operates based on such advice and, depending on the country, the Company may or may not benefit from other protection under the law, if a competitor was to introduce similar or identical names, logos or trade marks. Locally registered trade marks Countries
Trade mark
Registration date
Registration status
Jamaica
Iron Man By Wisynco
11-Feb-1967
Status-Registered
Jamaica
Wisynco
11-Feb-1967
Status-Registered
Jamaica
Iron Man Garbage Bags
07-Sept-1982
Status-Registered
Jamaica
BIGGA
21-Sep-1995
Status-Registered
Jamaica
Born a Yard
26-Sept-1997
Status-Registered
Jamaica
RAM
26-Mar-1998
Status-Registered
Jamaica
Chups
26-Mar-1998
Status-Registered
Jamaica
WATA
30-Oct-2002
Status-Registered
Jamaica
Mpowa
3-Nov-2006
Status-Registered
Jamaica
Sweet Water
11-Mar-2009
Status-Registered
Jamaica
Boom Energy Drink
24-Mar-2009
Status-Registered
Jamaica
Sweet Water
26-Mar-2009
Status-Registered
Jamaica
Gush
4-Jun-2010
Status-Registered
Jamaica
WATA
22-Aug-2011
Status-Registered
Jamaica
Boom Energy Unsung Beats
07-Nov-2012
Status-Registered
Jamaica
Ironade
09-Aug-2013
Status-Registered
Jamaica
Boom Shaka Boooom
09-Aug-2013
Status-Registered
Jamaica
Coolahs
30-Aug-2013
Status-Registered
Jamaica
Boom
08-Nov-2013
Status-Registered
Jamaica
Boom Financials
08-Nov-2013
Status-Registered
Jamaica
Boom Badda Dan
23-Jun-2014
Status-To be Published
Jamaica
Boom TV
23-Jun-2014
Status-To be Published
Jamaica
Badda Dan The Ultimate Dancehall Dance Battle Competition
23-Jun-2014
Status-Registered
Jamaica
Boom City
23-Jun-2014
Status-To be Published
Jamaica
Nutri Milk
20-Apr-2017
Status-Awaiting response
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INFORMATION ABOUT THE COMPANY (Continued) Countries
Trade mark
Registration date
Registration status
Jamaica
Ironade Energy
21-Apr-2017
Status-Awaiting response
Jamaica
Zooper Dooper
25-May-2017
Status-Awaiting response
Jamaica
Iron Aid
Pending
Jamaica
Sweet
Pending
Overseas registered trade marks Countries Trade mark
Registration date
Registration status
Barbados*
BIGGA
20-11-1998
Registered
Barbados*
BIGGA Logo
23-08-1999
Registered
Barbados*
Big Up
25-06-2009
Registered
Puerto Rico*
BIGGA
09-03-1999
Renewal Pending
United States
BIGGA (Stylized)
18-02-1997
Registered
Canada*
BIGGA Logo
Grenada
BOOM ENERGY DRINK Logo
Renewal Pending 14-01-2013
Registered
* Registered in the name of Jamaica Drink Company Limited, a legacy entity. The Company is in the process of formally transferring these patents and trade marks. REAL PROPERTIES The Company is the registered proprietor of the four (4) properties that the Company occupies at its two locations, Lakes Pen and White Marl, which are situated in the parish of St. Catherine, Jamaica. The Lakes Pen properties are currently registered at the Register Book of Titles at the National Land Registry of Jamaica as follows:
Volume 1412 Folio 53
Volume 1480 Folio 578
Volume 1419 Folio 534 The White Marl property is currently registered at the Register Book of Titles at the National Land Registry of Jamaica with Volume 1100 Folio 110.
35
INFORMATION ABOUT THE COMPANY (Continued) MANAGEMENT AND EMPLOYEES
Wisynco has developed a unique corporate culture based on entrepreneurship, innovation, client focus and commitment to the communities served. The Company has a strong, highly experienced and committed team, with many years of experience in the manufacturing and distribution industry with deep knowledge of the local and international manufacturing and distribution markets. Many of its professionals have developed extensive experience in launching and building new products in the Jamaican market as well as new international markets. The Company has approximately 1,782 permanent employees and 353 contracted full time employees. Approximately eighty (80) employees or 4.5% of the Company’s permanent employees are administered under a collective labour agreement. Wisynco is committed to building talent and providing a safe and fair workplace for all employees while adhering to local labour laws and best-practices in all areas of its business.
36
INFORMATION ABOUT THE COMPANY (Continued) Staff By Deparment as at June 2017 1% 6% 5%
43% 27%
18% Administration & Finance Marketing Production
Information Technology Operations Sales
37
INFORMATION ABOUT THE COMPANY (Continued) Executive Management Committee The Company has a strong, highly experienced and committed team of four (4) executive directors who are also direct/beneficial shareholders and six (6) management executives, who together comprise the Company’s Executive Management Team. The Committee is responsible for the ongoing execution of the Company’s strategic goals: William Mahfood: Chairman
Andrew Mahfood: Chief Executive Officer – Wisynco Group Ltd
Caron Anderson: HR Services – Head of HR Services & People Development
Devon Reynolds: Director of Manufacturing
Francois Chalifour: Director, Marketing & Product Development
Gerald Mahfood: Head of Operations
Jacinth Bennett: Group Financial Controller
Halcott Holness: Head of Sales
Sean Scott: Head of Strategy & Special Projects
Christopher Ramdon: Chief Information Officer
Andrew Fowles: Group Company Secretary
Refer to Section 9 “Directors and Management” for details on the qualifications and experience of the directors and management. Profit Share Scheme Wisynco operates an annual profit share scheme which rewards all employees with up to 15% of the Company’s net profit based on the overall Company performance. The allocation to each employee is based on their salary and performance.
38
INFORMATION ABOUT THE COMPANY (Continued) PERMITS & LICENSES The operations of the Company is subject to compliance with the various Acts and Regulations and certifications. The Company’s operations are regulated by agencies such as the Bureau of Standards, and the regulatory agencies of the Ministries of Health, of Agriculture, National Environmental and Planning Agency, Water Resources Authority and the Trade Board amongst others. A list of applicable permits and certifications are detailed in the table below. Issuer
Brief Description
Expiration Date
Certificate of Compliance - Wisynco Group Limited was granted with Certificate of 31 March 2018 GOJ Ministry of Industry, Compliance as at White Marl Industrial Complex, Commerce, Agriculture & Fisheries Spanish Town, St. Catherine by the Chief Food Storage Officer Certificate of Re Registration Wisynco Group Limited has been registered under the 25 August 2018 – The Chief Factory Inspector Factories Act by the Chief Factory Inspector under the Factories Regulations, 1961 at White Marl St. Catherine by the Chief Factory Inspector Certificate (for Beverages The Standards Act Certificate of Registration for Wisynco manufacturing plant) – Bureau Group Limited as at White Marl Industrial Complex, Spanish Town, St. Catherine to process Carbonated of Standards Jamaica Beverages, non-carbonated beverages, Purified & Flavoured Bottled Water and Energy Drink.
21 N0vember 2017 Renewal pending, temporary extension given
Fire Safety Certificate - Jamaica Wisynco Group Limited has been granted a certificate for November 2018 Fire Brigade an Industrial & Commercial premises at White Marl Industrial Complex, Spanish Town, St. Catherine. Fire Safety Certificate - Jamaica Wisynco Group Limited has been granted a certificate for November 2018 Fire Brigade an Industrial & Commercial premises at Lakes Pen, St. Catherine. R12/2016-R05/2012Wisynco Group Limited is granted a licence to abstract May 2018 A2007/06 – Water Resources and use water, subject to the provisions of the Water Resources Act and Regulations. Authority *Food Safety System Certification 22000 – SGS United Kingdom Ltd Systems & Services Certification
Certificate from SGS UK Ltd Systems & Services 17 July 2018 Certificate which verifies the Wisynco Group Limited – White Marl, St. Catherine, Jamaica has met the necessary requirements to manufacture carbonated & noncarbonated beverages and bottled water, and the filling of CO2 cylinders for food use.
ISO 9001:2008 – SGS North Certified from SGS North America, Inc. Certificate which 17 July 2018 America, Inc. verified the Wisynco Group Limited – White Marl Industrial Complex, Spanish Town, WI, Jamaica has met the necessary requirements to design, develop and manufacture carbonated and non-carbonated beverages and bottled water; Design, develop and manufacture plastic cups, drinking straws and food containers; Filing of CO2 cylinders for fountain use; Warehousing and distribution of beverages, packaged ready-to-eat foods, and food service supplies.
39
INFORMATION ABOUT THE COMPANY (Continued) Issuer
Brief Description
Expiration Date
Licenses to Operate a Treatment Plant for the Discharge of Sewage Effluent and to Discharge Sewage Effluent into the Environment - National Environment and Planning Agency (NEPA)
NEPA has granted license to Wisynco Group Limited of 4 October 2021 White Marl Industrial Complex, Spanish Town, St. Catherine to operate a waste treatment plant at Lakes Pen Road, Spanish Town St. Catherine.
A FOCUS ON THE ENVIRONMENT Over its years of operation, Wisynco has implemented a number of environmentally-conscious initiatives. Eco-Foam and Lighter Weight Bottles As the largest producers of Styrofoam and plastic in Jamaica, the Company has a vested interest to limit its environmental impact. In doing so, the Company recently began to introduce a special additive to its foam products that increase the rate at which the product breaks down in the environment. The Company has also continuously invested in manufacturing technology to reduce the amount of plastic used in each bottle of beverage it produces.
40
INFORMATION ABOUT THE COMPANY (Continued) Recycling The Company has engaged in several recycling initiatives by partnering with the Government of Jamaica and companies from the private sector to form the non-profit public/private organization called Recycling Partners of Jamaica. The organization’s primary focus is on collecting post-consumer polyethylene terephthalate (PET) bottles for purposes of recycling. The Company has done this by facilitation of several collection depots across the island, which the Company intends to expand.
Solar Installations The Company has made significant investments in solar power generation which has reduced its carbon footprint. This has allowed the Company to supplement the energy that it gets from Jamaica Public Service, to lower its energy cost, as well as become more environmentally friendly using a sustainable source of energy.
41
INFORMATION ABOUT THE COMPANY (Continued) Waste Water Treatment Plant The Company has invested in a major wastewater treatment plant which ensures that the water leaving the factory is safe to re-enter the water table and be used in crop irrigation. In addition the Company has recently taken a decision at the board level to implement an environmental committee within the group to look at ways that the Company could environmentally friendly.
CORPORATE SOCIAL RESPONSIBILITY BRAND INITIATIVES All of the brands that Wisynco owns and distributes have a strong commitment to social responsibility and giving back to our Jamaican community of consumers. BIGGA The BIGGA brand has recently embarked on a major social media education campaign under the banner “Share with Care”. The aim is to sensitize high school students to effective, safe and responsible behaviours online and through social media channels like Facebook, WhatsApp and SnapChat. WATA WATA has become one of the leading sponsors of several walking/running events specifically 5K. Many of these events occur almost weekly in Jamaica. The 5K phenomenon in Jamaica has been a great way for the brand to reward the runners with hydration, and to assist in the participants efforts to raise funds. Many of the 5Ks held in Jamaica these days have a philanthropic component. The Food for the Poor 5K is a prime example of this, as in its first year they raised over $46 Million to build homes for the needy in Jamaica. WATA also supports several fundraising events, such as Shaggy and Friends, and assists many institutions, such as Linstead Hospital, Food for the Poor, The Cancer Society, CUMI, amongst many others. This year Wisynco through its WATA brand has joined with Jamaica’s Ministry of Health initiative called Jamaica Moves. Jamaica Moves has implemented many events to encourage Jamaicans to engage in physical activity and to improve their dietary habits. The WATA brand has invested heavily in monthly wellness activities though free exercise classes regularly held across the country.
42
INFORMATION ABOUT THE COMPANY (Continued) Wisynco Eco Club This initiative speaks to the Company’s overall commitment to the environment with very strong focus on the collection of plastic bottles. The Eco Club was established to create excitement surrounding recycling through the theme – RECYCLING PLASTIC, FEELS FANTASTIC. Additionally, the RECYCLE ME campaign was designed to encourage consumers to recycle by showcasing the usefulness of plastics as a viable raw material - plastics can be made into useful products as shopping bags, toys etc. RECYCLING PLASTIC, FEELS FANTASTIC
RECYCLE ME
Clean Coasts Project (CCP)
Wisynco serves as a corporate sponsor for the Clean Coasts Project (CCP) – an environmental initiative in collaboration with the Tourism Enhancement Fund (TEF) and the Jamaica Environment Trust (JET) to provide public education on environmental issues such as solid waste management and marine conservation. The well received Nuh Dutty Up Jamaica media campaign has been a highlight of the CCP, along with other seminars, research initiatives, school programmes, competitions and conservation themed field trips.
43
INFORMATION ABOUT THE COMPANY (Continued) Student Scholarships and School Sponsorship
Wisynco has long provided financial support for students and educational institutions across the country. The Company has provided millions of dollars in scholarship funds to youth at various educational levels to help cover tuition and other educational costs. Additionally, Wisynco through its Loyalty Programme provides funds for school improvement projects to those schools which carry Wisynco beverages and products on the schools’ compound.
Sports Sponsorship
Wisynco has fuelled the development of sports in Jamaica, having sponsored a number of sporting competitions and teams such as the ISSA/Flow Manning and DaCosta Cup schoolboy football competitions and Jamaica’s national netball teams and leagues. Wisynco is particularly committed to promoting healthy lifestyles and the participation of women in sports.
Hurricane Relief Efforts
Wisynco has been involved in hurricane relief efforts across the Caribbean in collaboration with other local companies. Wisynco has provided cases of water and other products to assist those who have suffered from the devastation of natural disasters.
44
8. INCORPORATION AND STRUCTURE The Company was incorporated on 9 April 1999 under company number 61,229 and on 25 April 2000, the Company changed its name to Wisynco Group Limited. The Company underwent an amalgamation exercise effected in 2005 with three Jamaican companies – West Indies Synthetics Limited, Wisynco Trading Limited, and Jamaica Drink Company Limited. These companies were subsequently dissolved. The parent company is Wisynco Group (Caribbean) Limited, a Barbados International Business Company. The ultimate controlling party of the Company is Evesam Investments Holdings Limited, a company incorporated in and resident in the Cayman Islands. The Company retains a subsidiary, Indies Insurance Company Limited, which was incorporated and resident in St. Lucia. The Company effected a Scheme of Reconstruction dated 30 October 2017, resulting in the Company retaining primarily its core businesses by transferring three non-core businesses to its ultimate parent company through intermediary companies. The reconstruction was approved by the relevant authority. See further details of the transaction in this Section 8, below. The shareholders of the Company have approved and adopted new Articles of Incorporation with effect from 19 October 2017 and the re-registration of the Company as a public company. DETAILS OF AUTHORIZED AND ISSUED SHARE CAPITAL AND THE SHARES IN THE INVITATION Capital Structure of the Company As at the date of this Prospectus, the authorised and issued share capital of the Company is as follows: Authorised: 4,000,000,000 Currently Issued: 3,600,585,424 The Shares in the Invitation will be both newly and previously issued shares (the latter being the Sale Shares). Following an Extraordinary General Meeting Shareholders’ meeting held on 19 October 2017, the following steps were approved in respect of the capital structure of the Company:
The reconversion of $1,035,000 stock units to 1,035,000 issued and fully paid up ordinary shares with an effective date for such reconversion to be and be deemed to be 1 March 2017.
The restructuring of all the authorized share capital of 1,100,000 shares of the Company by the sub-division of each ordinary share into 3,382 ordinary shares, pursuant to section 65(1) (d) of the Companies Act, 2004 (see illustrative Share Restructuring Table below).
After the above mentioned subdivision, the increase of the authorised share capital of 3,720,200,000 ordinary shares to 4,000,000,000 ordinary shares by the creation of 279,800,000 ordinary shares.
The issue of an additional 149,414,576 ordinary shares which are all being offered to the general public and/or the Reserved Share Applicants in the Invitation.
The re-registration of the Company as a public company under the provisions of the Companies Act, 2004.
The adoption of Articles of Incorporation, which are available for inspection as set out in Section 17 herein.
45
INCORPORATION AND STRUCTURE (Continued) SHAREHOLDINGS PRE-IPO The current shareholding of the Company after the sub-division and increase of its Authorized Share Capital, the Company’s capital structure is as follows: Issued Shares Before Subdivision of Authorised Share Capital
Issued Shares After the SubDivision of the Authorized Share Capital before allotment
Percentage Ownership
1,000,000
3,382,000,000
93.93%
Caribbean Bottlers Trinidad and Tobago Limited
41,689
140,992,198
Devon Reynolds
10,540
Francois & Michele Chalifour
Existing Shareholders Wisynco Group (Caribbean) Limited
George Shammas Ordinary Shares to be issued during the IPO Process Total Shares
Ordinary Shares to be issued During the IPO Process
Issued Share Capital
Percentage Ownership
-
3,382,000,000
90.19%
3.92%
-
140,992,198
3.76%
35,646,280
0.99%
-
35,646,280
0.95%
10,540
35,646,280
0.99%
-
35,646,280
0.95%
1,863
6,300,666
0.17%
-
6,300,666
0.17%
-
-
-
149,414,576
149,414,576
3.98%
1,064,632*
3,600,585,424
100%
149,414,576
3,750,000,000
100%
* - includes $1,035,000 stock units, which were reconverted into ordinary shares
46
INCORPORATION AND STRUCTURE (Continued) SHAREHOLDINGS POST-IPO Upon closure of the Invitation, assuming all categories of Shares in the Invitation are fully subscribed/purchased by the public and the Reserved Share Applicants, the respective shareholders and their respective percentage shareholdings in the Company will be as follows:
Issued Share Capital
Percentage Ownership
2,887,906,774
77.011%
-
0.000%
Devon Reynolds
35,646,280
0.951%
Francois & Michele Chalifour
35,646,280
0.951%
6,300,666
0.167%
Employees
112,500,000
3.000%
Strategic Investors
150,000,000
4.000%
52,200,000
1.392%
469,800,000
12.528%
3,750,000,000
100.000%
Name of Shareholder Wisynco Group (Caribbean) Limited Caribbean Bottlers Trinidad and Tobago Limited
George Shammas
Broker General Public Total GROUP RECONSTRUCTION
On 30 October 2017, the Company effected a Scheme of Reconstruction (“reconstruction”) resulting in the Company retaining primarily its core businesses of manufacturing, bottling, distribution of beverages, synthetic packaging, food items and other products. This reconstruction was approved by Tax Administration Jamaica under the laws of Jamaica. As a consequence of the reconstruction, the Company transferred its non-core businesses to separate legal entities that are not associates (as defined by the Companies Act of Jamaica) of the Company but will remain related parties given the commonality of the ultimate parent company. The businesses transferred were:
Wisynco Foods Limited - this company is engaged in the preparation and sale of meals under the Wendy’s and Domino’s quick service restaurant brands.
Seville Development Corporation Limited – this is a land holding company with no other operations. In furtherance of the reconstruction, the Company’s investment in Fusion Holdings Limited was transferred to a separate legal person. As at the date of the Prospectus, arising from the reconstruction, the Company holds no legal or equitable interest in Wisynco Foods Limited, Seville Development Corporation Limited or Fusion Holdings Limited.
47
INCORPORATION AND STRUCTURE (Continued) Shown below are the entities that are expected to be excluded from the Audited Financial Statements of the Company as at 30 June 2017 as a result of the reconstruction.
Evesam Investments Holdings Limited (62.2%)
Wisynco Group (Caribbean) Limited (93.93%)
Other Shareholders (6.07%)
Wisynco Group Limited
Indies Insurance Co. Ltd. (100%)
Wisynco Foods Ltd (100%)
Seville Development Corp. Ltd (85%)
Fusion Holdings Ltd. (50%)
Excluded from IPO
Financial Impact These investments were carried at cost in the Company’s balance sheet (both audited as at 30 June 2017 and unaudited as at 30 September 2017), with a carrying value of J$583m. The impact of the reconstruction of the Company’s financial statements are reflected in the pro-forma financial statements as outlined in Section 12. The financial statements for the Company included in this Prospectus reflect the results of the core businesses of the Company on a stand-alone basis and not on a consolidated basis (i.e. it excludes any financial results of Wiysnco Foods Limited, Seville Development Corporation Limited and Fusion Holdings Limited).
48
INCORPORATION AND STRUCTURE (Continued) MATERIAL CONTRACTS Financial Date
Counterparty
Brief Description
December 12th, 2011
MF&G Trust & Finance Limited
Master agreement for lease on equipment. If there is no breach of Master Agreement Wisynco may continue after the expiration of the master Agreement for a period of 20 years. If they wish to not continue the lease they must give a written notice to MF&G or Wisynco will automatically extend the Lease. If an extension occurs the annual rental payable will be J$1.00.
January 30th, 2015
National Commercial Bank Jamaica Limited
Term loan of J$200M for the construction of a 1MW solar power energy plant. The term loan matures no later than 60 months after disbursement with an interest rate of 9.563% p.a. payable on a quarterly basis. This loan is unsecured.
September 26th, 2016
National Commercial Bank Jamaica Limited
Term loan of J$1.9B. Tenor of the loan is 7 years from the date of disbursement with interest payable quarterly at 8.75% p.a. This loan is unsecured.
October 9th, 2017
The Bank of Nova Scotia Jamaica Limited
Non-revolving term loan of J$725M for the financing on the purchase and installation of new machinery for the Company’s bottling plant being undertaken. Loan matures in 72 months (7 years) from the initial disbursement at a fixed interest rate of 7.9% p.a. payable monthly in arrears. This loan is unsecured The Company has not yet drawn down on this facility.
Property Leases The Company entered into leases for the following premises on arm’s length commercial terms: Property
Counterparty
Brief Description
Ferry, St. Catherine
Tankweld Metals Limited
Lease of 36,000 sq. ft. of warehouse space. This lease will expire in June 2018 and is not expected to be renewed.
Longville, Clarendon
CB Foods Limited
Lease of cold storage facilities. This lease will expire in March 2018 and is not expected to be renewed.
49
INCORPORATION AND STRUCTURE (Continued) Supplier Contracts Primary contracts Coca-Cola: In 2010 the Company acquired the right to exclusively bottle and distribute Coca-Cola products in Jamaica. The original 3 year contract was executed in May 2012 and is currently under negotiation for renewal. Until renewal is formally executed Coca-Cola has granted the Company rolling quarterly extensions. As such, the Company continues to manufacture and sell Coca-Cola products exclusively in Jamaica under the terms and conditions of the 2012 agreement. In all respects, the Company is compliant with its obligations under that agreement. Coca-Cola products represent approximately 12% of the Company’s revenue. Trade Winds Citrus Limited: Wisynco has licensing and distribution agreements with Trade Winds Citrus Limited (“Trade Winds”), where Trade Winds supplies various fruits, juices, and other beverages to Wisynco, who has exclusive rights to distribute its products throughout Jamaica. The specific products include Tru Juice, Freshhh, Calico Jack and Wakefield. Wisynco also manufactures and distributes the SqueezZ brand as per the aforementioned licensing agreement. In addition to distributing products throughout Jamaica, Wisynco can also distribute products to countries outside of Jamaica with Trade Winds’ consent. The products that fall collectively under these two agreements represent approximately 18% of the Company’s revenue. Other contracts The brands/entities listed below individually represent no more than 3.4% of total revenues. Item Class
Material
Exclusive Supply [Y/N]
Comment - Exclusive Supply
Keebler/Kellogg’s (Mexico/Refrigerated)
Snacks & Cereals
Y
Distribution Agreement governed by Contractual agreement with annual Business Plan sign-off. Wisynco is the only authorized distributors in Jamaica and buys directly from supplier/plants.
Caribbean Bottlers (USA, Barbados & T&T)
Beverage - All type
Y
Distribution Agreement governed by Contractual agreement. Renewed as needed. Annual target set & agreed
General Mills - Grocery
Assorted Grocery
Y
Distribution Agreement governed by Contractual agreement. Wisynco is the only authorized distributor in Jamaica and buys directly from supplier/plants.
Dr Pepper (Motts, Haw Punch, Mistic/Snapple)
Beverage - NonCarbonated
Y
Distribution Agreement governed by Contractual agreement. Wisynco is the only authorized distributor in Jamaica and buys directly from supplier/plants.
Welches - (Dry & Chill)
Beverage - NonCarbonated
Y
Tenants governed by Contractual agreement. Renewed at intervals
50
INCORPORATION AND STRUCTURE (Continued) Pringles Int'l Corp
Snacks Chip
Y
Distribution Agreement governed by Contractual agreement with annual Business Plan sign-off. Wisynco is the only authorized distributors in Jamaica and buys directly from supplier/plants.
Hershey Foods
Confectionery Chocolates
-
N
Distribution Agreement governed by Contractual agreement. Wisynco only authorise distributors’ buys directly from supplier/plants.
Herr’s Chips
Snacks Chip
Potato
Y
No official contract in place. However distribution agreement governed by extensive years of partnership. No presence of parallel items in trade
Ice Cream & Frozen Novelties
Y
Exclusive supply governed by Contractual agreement. Renewed via bidding process. No parallels trade.
Lamb Weston
Potato
Y
No Contract. Supplier only sell to us with no sign of parallels products.
Ajover
Plastic Styrofoam containers
&
N
No Contract. Vendor sell to other company locally but focus specific SKUs per distributor.
Helados Bon,S.A.(I/Cream)
Ice Cream & Frozen Novelties
Y
Distribution agreement in place and Wisynco only distributor. No parallels in the market.
Red Bull(Energy Drink)
Beverage - Energy Drink
Y
Distribution Agreement governed by Contractual agreement. Parallels SKUs from the USA have been discovered in the market despite Wisynco’s exclusive license to import.
Nestle (Ice Cream) (Pr,Edys,Hof)
-
-
-
Potato
Other The Company has one Collective Labour Agreement in place with the National Workers Union which represents approximately eighty (80) employees from the plastics division. This represents approximately 4.5% of the Company’s full time employees. This agreement will expire on 30 June 2019. LITIGATION As at the date of this Prospectus, the Company is not involved in any litigation, arbitration or similar proceedings pending and/or threatened against the Company.
51
INCORPORATION AND STRUCTURE (Continued) DIVIDEND POLICY The Directors expect the Company’s investments and strategic plans which are to be implemented in the short to medium term, will result in growth of its profits, subject to any adverse changes in the local and regional economic climate. Accordingly, the Directors anticipate a payment of an annual dividend of at least 20% of the annual profits after any applicable income tax, where such profits are available for distribution, and subject to the Company’s need for reinvestment of some or all of its profits from time to time in order to finance its further growth and development. INSURANCE ARRANGEMENTS Wisynco’s current insurance policies are listed below. All policies are subject to renewal on 1 July 2018.
Class of Insurance
Insurer
Commercial All Risk & Business Interruption Local Placement (68.5%)
Indies Insurance Company Limited et al
Commercial All Risk & Business Interruption including Machinery Breakdown - Overseas Placement (31.5%)
Indies Insurance Company Limited
Low Voltage Plant & Equipment including Machinery Breakdown
Indies Insurance Company Limited et al
Boiler & Pressure Vessel
Indies Insurance Company Limited
Computer All Risks
Indies Insurance Company Limited
Public & Products Liability
Indies Insurance Company Limited
Excess Comprehensive General Liability
Indies Insurance Company Limited
Fidelity Guarantee
Indies Insurance Company Limited
Loss of Money
Indies Insurance Company Limited
Goods in Transit
General Accident Insurance Jamaica Limited - (Lead), GK General Insurance Company & Guardian General Insurance Jamaica Limited.
Goods in Transit
Indies Insurance Company Limited
Private Motor Comprehensive - (Production of Plastics, Foam Products & Soft Drinks)
Guardian General Insurance Jamaica Limited.
Private Commercial Motor Comprehensive (Production of Plastics, Foam Products & Soft Drinks)
Guardian General Insurance Jamaica Limited.
Private Motor Third Party - (Production of Plastics, Foam Products & Soft Drinks)
Guardian General Insurance Jamaica Limited.
Private Commercial Motor Third Party
Guardian General Insurance Jamaica Limited.
Motor Cycle Third Party
Guardian General Insurance Jamaica Limited.
Motor Contingent Liability
Guardian General Insurance Jamaica Limited.
52
INCORPORATION AND STRUCTURE (Continued) Confirmation of the insurance arrangements referred to in this section will be available for inspection as described in Section 17. CHARGES REGISTERED AGAINST THE ASSETS OF THE COMPANY Charges As at the date of this Prospectus, the following charges are registered against the assets of the Company. These relate to the purchase of motor vehicles under a finance lease. The total balance outstanding as at the date of the Prospectus is J$52 million. No.
Date Registered
Lapse Date
Charge Document
Institution (Chargee)
1
25 March 2014
25 March 2024
Notice of Security Interest - 1002543837
MF&G Asset Management Ltd
2
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1002876043
MF&G Trust & Finance Ltd
3
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1002913069
MF&G Trust & Finance Ltd
4
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1002915081
MF&G Trust & Finance Ltd
5
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1002917889
MF&G Trust & Finance Ltd
6
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1002921723
MF&G Trust & Finance Ltd
7
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1002953995
MF&G Trust & Finance Ltd
8
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1002956254
MF&G Trust & Finance Ltd
9
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1002957715
MF&G Trust & Finance Ltd
10
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1002959625
MF&G Trust & Finance Ltd
11
1 April 2014
1 April 2024
Notice of Security Interest - 100321633
MF&G Trust & Finance Ltd
12
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1009214415
MF&G Asset Management Ltd
13
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1009214965
MF&G Asset Management Ltd
14
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1009239158
Trustees Seramco Limited Superannuation Fund
15
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1009239710
Trustees Seramco Limited Superannuation Fund
16
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1009239822
Trustees Seramco Limited Superannuation Fund
17
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1009240283
Trustees Seramco Limited Superannuation Fund 53
INCORPORATION AND STRUCTURE (Continued) 18
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1009240733
Trustees Seramco Limited Superannuation Fund
19
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1009241418
Trustees Seramco Limited Superannuation Fund
20
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1009275152
MF&G Asset Management Ltd
21
2 January 2014
2 January 2024
Notice of Pre-Existing Security Interest - 1009275590
MF&G Asset Management Ltd
22
11 July 2014
11 July 2024
Notice of Security Interest - 1009630439
MF&G Trust & Finance Ltd
23
29 July 2014
29 July 2024
Notice of Security Interest - 1009983333
Trustees Seramco Limited Superannuation Fund
24
30 September 2014
30 September 2024
Notice of Security Interest - 1010749352
MF&G Asset Management Ltd
25
15 October 2014
15 October 2024
Notice of Security Interest - 1011877277
National Commercial Bank Jamaica Limited
26
22 October 2014
22 October 2024
Notice of Security Interest - 1011969300
MF&G Trust & Finance Ltd
27
27 October 2014
27 October 2024
Notice of Security Interest - 1012032094
Trustees Seramco Limited Superannuation Fund
28
19 November 2014
19 November 2024
Notice of Security Interest - 10131675 (Amendment)
MF&G Trust & Finance Ltd
29
19 November 2014
19 November 2024
Notice of Security Interest - 1012449343
MF&G Trust & Finance Ltd
30
6 February 2015
6 February 2025
Notice of Security Interest - 1013810486
MF&G Trust & Finance Ltd
31
10 March 2015
10 March 2025
Notice of Security Interest - 1013966953
Trustees Seramco Limited Superannuation Fund
32
31 March 2015
31 March 2025
Notice of Security Interest - 1014065291
MF&G Asset Management Ltd
33
31 March 2015
31 March 2025
Notice of Security Interest - 1014065415
MF&G Asset Management Ltd
34
7 September 2015
7 September 2025
Notice of Security Interest - 1014991508
Trustees Seramco Limited Superannuation Fund
35
24 September 2015
24 September 2015
Notice of Security Interest - 1015099273
MF&G Trust & Finance Ltd
36
17 November 2015
17 November 2025
Notice of Security Interest - 1015455123
MF&G Asset Management Ltd
37
19 February 2016
19 February 2026
Notice of Security Interest - 1016096364
Sidel Blowing and Services SAS
38
17 March 2016
17 March 2026
Notice of Security Interest - 1016267697
Trustees Seramco Limited Superannuation Fund 54
INCORPORATION AND STRUCTURE (Continued) 39
17 March 2016
17 March 2026
Notice of Security Interest - 1016271867
MF&G Trust & Finance Ltd
40
16 May 2016
16 May 2026
Notice of Security Interest - 1016640538
MF&G Asset Management Ltd
41
13 July 2016
13 July 2026
Notice of Security Interest - 1017018536
Trustees Seramco Limited Superannuation Fund
Guarantees Letter of Guarantee Established
Amount Secured by Charge
Expires
In Favour
23 January 2009
J$4,500,000
31 December 2099
Collector of Customs
25 December 2002
J$2,000,000
31 December 2099
Collector of Customs
25 December 2002
J$1,000,000
31 December 2099
Collector of Customs
03 December 2003
J$3,000,000
31 December 2090
Collector of Customs
03 December 2003
J$1,000,000
31 December 2090
The Collector of General
TAXATION The Company incurs corporation tax at a rate of 25%. Taxation expense in the statement of comprehensive income comprises current and deferred tax charges. Current tax charges are based on taxable profits for the year, which differ from the profit before tax reported because it excludes items that are taxable or deductible in other years, and items that are never taxable or deductible. Deferred tax is the tax that is expected to be paid or recovered on differences between the carrying amounts of assets and liabilities and the corresponding tax bases. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. The Company’s liability for current tax and deferred tax is calculated at the corporation tax rate of 25%. The Company’s Tax Compliance Certificate as at 26 September 2017 is available for inspection. PRE- IPO DIVIDEND On 19 October 2017, the Shareholders approved the payment of a dividend of approximately US$8 million which represented surplus cash i.e. cash not required for operations or debt repayment. The impact of this transaction has been reflected in the Pro-Forma adjustments as seen in Section 12.
PRE- IPO SETTLEMENT OF RELATED PARTY DEBT As at 30 September 2017, the balance due to its parent company Wisynco Group (Caribbean Limited) was approximately J$263 million. This represented promissory notes which were issued in consideration for the transfer of the investments in subsidiaries to the Company in 2003 and attract interest at 5% per annum and were repayable in 2011. This balance was settled prior to the Opening Date. The impact of this transaction has been reflected in the Pro-Forma adjustments as seen in Section 12.
55
INCORPORATION AND STRUCTURE (Continued) EMPLOYEE SHARE OWNERSHIP PLAN The Company is also exploring mechanisms for rewarding key talent by providing them with an Employee Share Ownership Plan (“ESOP”) in the form of a Share Option Scheme. This will give key management (to be determined at a later date) the right to purchase shares at a specified price for a set number of years into the future. The right to exercise the option will be effective only after certain vesting requirements are met; such as working for a number of years or meeting a performance target. The strike price for each option will be fixed at grant date to be determined by the Board of Directors and is expected to be at the market price at the respective grant date. Under the proposed Share Option Scheme, only for the first pool of options to be granted eligible members will have the opportunity to purchase Ordinary Shares at the Subscription Price of J$7.87 contained herein. In funding the ESOP Scheme, the following are being considered:
The Company will increase its share capital by no more than 5% over a period of 5 years hereof; and
Thereafter, the Company may repurchase trading shares in the future.
56
9. DIRECTORS AND MANAGEMENT BIOGRAPHICAL DETAILS OF DIRECTORS AND MANAGERS OF THE COMPANY NON-EXECUTIVE DIRECTORS John Lee John Lee is Chairman of 138 Student Living, having conceptualised and implemented the idea in 2013 of 'on campus' student housing. Up to retirement in 2013, John was a Director/Partner in PricewaterhouseCoopers (PwC) Tax and Advisory Services Limited, with 35 years of accounting and business experience obtained through corporate and project finance, insolvency and business turnaround, litigation support and auditing assignments. He has assisted companies in the public and private sectors in their structuring of corporate and project financing and led the PwC team in advising clients on access to the local and international capital markets for corporate and project finance. John holds a M.Sc. in Finance and is a retired member of the Chartered Association of Certified Accountants. John is also a member of the Company's Audit & Risk and Compensation & Governance Committees.
57
DIRECTORS AND MANAGEMENT (Continued) Lisa Soares Lewis Lisa, a Jamaican national, is the Founder/CEO of Great People Solutions that she created following her Human Resources Director roles in DIAGEO Jamaica (Red Stripe) and North Latin America and the Caribbean (NorthLAC). Her career has spanned 20+ years across a range of local and global businesses in banking, telecoms, and FMCG industries including DIAGEO, Cable & Wireless, Scotiabank and KPMG. Her roles covered general management consulting, end-to-end human resource (HR) management, corporate and commercial banking and corporate governance. Lisa is a visionary and a leader in her field. She is commercially driven and possesses a deep understanding of talent and of unlocking people's potential to deliver competitively advantaged business results. She is trained in performance diagnostics and breakthrough performance coaching and has a strong and consistent ownership orientation. She has undertaken and held leadership roles in global transformational projects, is known for delivering compelling results, is insightful and ideates people solutions with ease. These efforts have resulted in high impact commercial and employee performance outcomes. Lisa is highly respected in the business community in Jamaica, has held key industry association roles and sat on company boards and pension plan trustee boards in the public, private and not for-profit sectors. She has a B.Sc. in Industrial Engineering (First Class Hons) and an MBA (Distinction) in Finance and Marketing from UWI, and has held the PHR and SPHR designation. Lisa is also a member of the Company's Audit and Compensation Committees.
58
DIRECTORS AND MANAGEMENT (Continued) Adam Stewart Adam is the dynamic Deputy Chairman and Chief Executive Officer of Sandals Resorts International, one of the world’s leading resort companies, and The ATL Group, Jamaica’s longest standing automotive and appliance distributors with recently expanded region-wide operations. Adam also serves as the President of the Sandals Foundation, a 501 (c) (3) nonprofit organization aimed at fulfilling the promise of the Caribbean community by improving lives and preserving the natural surroundings, through investments in sustainable regional projects in education, community and the environment. Born in 1981, Adam Stewart was raised in Jamaica and later graduated from Florida International University’s (FIU) acclaimed Hospitality Management Programme in Miami. After graduation, Stewart underwent a fast track immersion course through the company’s Caribbean wide resort. A decade under Adam’s stewardship, Sandals continues to follow a trajectory of exhilarating growth, encompassing new resorts in new island destinations coupled with the introduction of industry-changing innovation and developments. In October 2015, Adam was named the Caribbean Hotel and Tourism Association’s Hotelier of the Year 2015. In August 2009, Adam was appointed CEO and Deputy Chairman of the familyowned ATL Group comprising the Jamaica Observer and ATL Appliance Traders, a chain of domestic and commercial appliance outlets combining exclusive distributorship of some of the world’s top electronic brands and “unbeatable” customer service throughout Jamaica. Also in 2009, Adam founded the Sandals Foundation with the aim of uniting the region under one common goal: to lift its people through education and protect its delicate ecosystem. The Sandals Foundation harnesses the resources, talents, partnerships and awareness behind the Sandals Resorts brand to tackle a myriad of issues affecting the Caribbean. In 2016, Adam received the Order of Distinction (Commander Class) for outstanding contribution to tourism and the hotel industry. Additionally, he has also been appointed as a member Jamaica’s Economic Growth Council and of the Board of Directors of the Port Authority. He has been chosen to lead the Tourism Linkages Committee in the capacity of Chairman and also currently holds the post of First Vice-President for the Jamaica Hotel and Tourist Association. In May 2017, Starbucks Coffee Company announced it has entered a licensing agreement with Caribbean Coffee Traders Limited, a joint venture between Stewart and Ian Dear, Chief Executive Officer of the Jamaica-based Margaritaville Caribbean Group. Adam is also also a member of the Company's Audit & Risk and Compensation & Governance Committees.
59
DIRECTORS AND MANAGEMENT (Continued) EXECUTIVE DIRECTORS William Mahfood- Chairman William Mahfood was appointed Chairman of the Board in 2014. He holds a BSc. in Industrial Engineering & Management Information System from North Eastern University. He started his career with Wisynco Trading limited as Warehouse Supervisor back in 1988. He then moved to Wisynco Group Limited where he served as Co-Director, Managing Director and Director for Wisynco Group and Walisa Marketing Limited for 11 years simultaneously. William has served on over 10 Boards during his career. This includes serving as President of the Private Sector Organization of Jamaica (PSOJ) and Trade Wind Citrus Limited. Andrew Mahfood - Chief Executive Officer Andrew Mahfood is currently the Chief Executive Officer of Wisynco Group Limited. He is a Chartered Accountant and member of the Chartered Professional Accountant (CPA) Association in Ontario, Canada. He obtained a BSc. in Finance, Economics and Computer Science from Boston College. Andrew worked at Price Waterhouse North York, Ontario Canada for 3 years before moving to Wisynco Trading Limited as a Financial Controller in 1991. He then went on to become Group Finance Director for 6 years before becoming CEO. Andrew serves on the following boards: Wisynco Group Limited, Wisynco Foods Limited, Food for the Poor Jamaica, Trade Winds Citrus Limited, United Estates Limited and Seville Development Corp.
60
DIRECTORS AND MANAGEMENT (Continued) François P. Chalifour - Director of Marketing & Product Development Currently the Director of Marketing & Development of Wisynco Group Limited, Chalifour has a degree in Administrative and Commercial Studies from the University of Western Ontario and a degree in Accounting from University of Laval, Canada. He is a member of the Chartered Professional Accountant (CPA) Association of Quebec. Francois began his career in Montreal Canada for 5 years in the early 1990s as an Auditor for Richter, Usher & Vineberg, and a Financial Controller at Bariatrix International. He moved to Jamaica to start-up The Jamaica Drink Company Ltd where he served as Managing Director for 8 years. As Jamaica Drink was amalgamated into The Wisynco Group Limited, Francois continued his role overseeing manufacturing of the Company’s beverage brands. In 2012, he took on the role of Director of Marketing and Development for the entire Group. François Andrew serves on the following boards: Recycle Partners of Jamaica, Wisynco Group Limited, Wisynco Foods Limited, CGM Gallagher, United Estates Limited and Trade Winds Citrus Limited. Devon H. Reynolds - Director of Manufacturing Devon Hugh Reynolds has a diploma in Electrical and Electronic engineering from the College of Arts, Science & Technology and was trained or received certification in Supervisory Management, Injection Moulding, Production management, industrial Relations, Flexible packaging and Advance Executive Management development. At Wisynco Group Limited Reynolds served as Maintenance Manager, Assistant Plant Manager, Plant Manager, General Manager, Managing Director and now Director of Manufacturing for the past 20 yrs. Prior to working at Wisynco Group, Reynolds started his work experience as a Maintenance Engineer at Thermo-Plastics, Jamaica limited, where he became a supervisor. He went on to the Plastic Corporation of Jamaica as a Production Factory Foreman and was promoted to Plant manager. He returned to ThermoPlastics as a Production manager.
61
DIRECTORS AND MANAGEMENT (Continued) Joseph M. Mahfood - Director Emeritus Joseph Mahfood, Wisynco Group Director Emeritus, was educated at McGill University in Montreal, Canada. Prior to becoming Store Manager of Mahfood’s 1965 Ltd, Joseph started his work experience as a travelling salesman for Mahfood’s Commercial Ltd. After which he started working at Wisynco where he was Plant Manager, General Manager and Group Managing Director. Joseph serves on the following boards: Wisynco Group Limited and Seville Development Corp. Andrew Fowles - Group Company Secretary Andrew is a member of the Institutes of Chartered Accountants in both Scotland and Jamaica. He previously worked at Price Waterhouse as a Group Manager and at Jamaica Broilers as Project Co-ordinator, before joining West Indies Synthetics in 1987 as Financial Director. He left in 1995 to set up his own consulting practice, and now serves a wide range of corporate clients throughout Jamaica. He was appointed Group Company Secretary in 2005. He also sits on the boards of Seville Development Corporation Limited and Xsomo International Limited.
EXECUTIVE MANAGEMENT COMMITTEE Sean Scott - Strategy and Special Projects Sean Scott currently heads Strategy and Special Projects as a member of Wisynco’s Executive Management Committee. Sean began his career as a management consultant for On The Frontier Group, a Boston-based strategy consulting firm. He later became a Regional Manager of J Wray and Nephew Ltd where he oversaw the Mexican market before returning to Jamaica in 2010 to join Wisynco. Since 2011 Sean has also overseen the operation of Wisynco Foods Ltd, a wholly owned subsidiary of Wisynco Group. Sean holds an MBA from the Harvard Business School and a B.A. in Political Science from Stanford University.
62
DIRECTORS AND MANAGEMENT (Continued) Gerald Mahfood - Head of Operations Gerald Mahfood was appointed Head of Operations in 2001. He has a BA Degree in Business from Loyola University and an Associate Degree from Broward Community College. He started as an Accountant Manager at Essex Exports in Florida where he spent 4 years. He then went on to become Managing Director at Wisynco Fisheries for 10 years. He currently serves on the Board of Food for the Poor.
Halcott Holness - Head of Sales Halcott Holness was appointed Head of Sales in 2007. He has experience in managing large distribution/sales division and implementing automated sales/distribution sytems. Halcott was a Production Supervisor at Dairy Industries Limited. He was also an Assistant Sales Manager at Gator Ltd, business Manager at Walisa T&T Ltd., Sales & Marketing export Manager at Wisynco Group. He went on to become the National Sales Manager of the Wisynco Group. He has a Master’s degree in Business Administration from Nova Southeastern University and a BSc. In Management studies from the University of the West Indies, Mona. Christopher Ramdon- Chief Information officer Christopher Ramdon currently serves as the Chief Information Officer at Wisynco Group Limited where he oversees all hardware and software, telecom infrastructure and systems infrastructure. He has a BSc. in Electronics and Physics from the University of the West Indies and also a Masters of Business Administration in Finance and Operations with emphasis in Brand Management from the Vanderbilt University’s Owen Graduate School of Management. His areas of expertise also include: Project Management and Business process Improvement, ERP implementation, Strategic planning and execution and IT security policy implementation.
63
DIRECTORS AND MANAGEMENT (Continued) Jacinth Bennett – Group Financial Controller Jacinth became the Group Financial Controller of Wisynco Group Limited in August 2006. Jacinth is an ACCA certified accountant. Jacinth started as an Input Clerk/Teller at NCB. She served as a Cost Accountant at Caribbean Casting Limited, Senior Accountant at PricewaterhouseCoopers, a Financial Controller at Partner Foods Limited and then at Sugar Company of Jamaica before becoming the current Financial controller at the Wisynco Group Limited. She sits on the Boards of Wisynco Foods Limited and the Greendale Early Childhood Development Centre. Caron Anderson - Head of HR Services and People Development Caron was appointed Head of Human Resources & People Development in 2016. She previously held positions such as Human Resource Manager of Kraft Foods Jamaica, Group Human Resource Manager of CVM Group Limited. She also currently hold a position as a Human Resource Business Partner for LIME, a position she has held since 2010. She has a Bachelor of Business Administration (BBA) from the University of North Florida in 2002 and a Master of Science in Human Resource Management (MSc. HRM) from Florida International University in 2005. She also obtained a Certificate in Counselling from the Mico University in 2011. DIRECTORS’ AND MANAGERS’ INTEREST IN ORDINARY SHARES No senior managers hold any Shares, save for the Directors’ interests in the Shares (including legal holdings) as at the date of this Prospectus which are set out below: Name of Directors
Number of Shares before Opening Date
John Lee
NIL
Lisa Soares- Lewis
NIL
Adam Stewart
NIL
William Mahfood
NIL***
Andrew Mahfood
NIL***
Francois Chalifour
10,540
Devon H. Reynolds
10,540
Joseph Mahfood
NIL***
*** These Directors have a beneficial holding in Wisynco Group (Caribbean) Limited which owns 93.93% of the Company.
64
DIRECTORS AND MANAGEMENT (Continued) CORPORATE GOVERNANCE AND ACCOUNTABILITY The Board has constituted two (2) committees, namely the Audit & Risk Committee as required pursuant to the provisions of the Main Market Rules. An additional committee was also constituted which is the Compensation & Governance Committee although not strictly required by the Main Market Rules. The members of the Audit committee include a majority of independent non-executive Directors, as required by Appendix 3, Rule 14 of the Main Market Rules. The members of the respective committees are as follows: Audit & Risk Committee
Compensation & Governance
John Lee - Chairman
Lisa Soares Lewis - Chairman
Lisa Soares Lewis
John Lee
Adam Stewart
Adam Stewart
DIRECTORS’ FEES AND EMOLUMENTS Each Director shall receive fees in the amount that is to be approved by the Compensation Committee. This includes reimbursement of reasonable fees and expenses, attendance at each meeting of the Board of the Company and membership of sub-Committee (s). For the year ended 30 June 2017, the total director’s compensation is as follows: Position
J$’000
Director’s Fee
18,000
Salary and Bonus
177,923
Contributions under the pension scheme including N.I.S.
9,064
Pension Benefits
7,418
65
10. AUDITOR’S REPORT
Independent Auditors’ Report To the Board of Directors of Wisynco Group Limited
Report on Summarised Financial Statements The accompanying summarised financial statements titled “Audited Financial Information” have been derived from the financial statements of Wisynco Group Limited (the Company) as at, and for the financial year ends, referred to in the table below. The accompanying summarised financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on whether the summarised financial statements are consistent, in all material respects, with the financial statements from which they were derived. We have audited the following financial statements as at and for the financial year ends detailed in the table below, from which these summarised combined financial statements were derived. These audits were conducted in accordance with International Standards on Auditing. In our reports, dated as indicated in the table below, we expressed unqualified opinions on the financial statements from which the summarised financial statements were derived. Year End
Audit Report Date
3o June 2013
6 March 2014
3o June 2014
23 February 2015
3o June 2015
21 March 2016
3o June 2016
30 November 2016
3o June 2017
6 November 2017
PricewaterhouseCoopers, Scotiabank Centre, Duke Street, Box 372, Kingston, Jamaica T: (876) 922 6230, F: (876) 922 7581, www.pwc.com/jm L. A. McKnight P.E. Williams A.K. Jain B.L. Scott, B.J. Danning G.A. Reece P.A. Williams R.S. Nathan C.I. Bell-Wisdom G.K. Moore
66
AUDITOR’S REPORT (Continued)
Emphasis of Matter We draw your attention to the following: The summarised combined financial statements are not a complete set of financial statements, with all the required disclosures of International Financial Reporting Standards. For a better understanding of the Company’s financial position and the results of operations for the periods presented, and of the scope of the related audits, the summarised financial statements should be read in conjunction with the financial statements from which the summarised financial statements were derived and our audit reports thereon. We have not qualified our opinion in relation to the above matter. Opinion In our opinion, the accompanying summarised financial statements are consistent, in all material respects, with the financial statements from which they were derived.
Chartered Accountants 14 November 2017 Kingston, Jamaica
Page 2 of 2
67
AUDITOR’S REPORT (Continued)
Wisynco Group Limited Summary Separate Financial Statements 30 June 2017
68
AUDITOR’S REPORT (Continued) Page 69
Wisynco Group Limited Summary Statement of Comprehensive Income For each of the Five Years ended 30 June 2013, 2014, 2015, 2016 and 2017 (expressed in Jamaican dollars unless otherwise indicated) 2013 $’000
2014 $’000
2015 $’000
2016 $’000
2017 $’000
Revenue
12,573,537
14,229,683
17,150,482
19,413,691
21,247,767
Cost of sales
(8,225,039)
(9,384,206)
(10,945,181)
(11,676,741)
(13,319,888)
Gross Profit
4,348,498
4,845,477
6,205,301
7,736,950
7,927,879
-
-
-
96,515
62,609
57,408
Impairment of inventory and property, plant and equipment Other operating income Selling and distribution expenses Administration expenses Operating Profit Finance income Finance costs Profit before Taxation Taxation Net Profit
(1,317,390) 1,530,045
736,796
(2,772,173)
(3,152,132)
(3,489,090)
(4,151,836)
(5,244,802)
(553,542)
(651,369)
(807,662)
(774,564)
(885,903)
1,119,298
1,104,585
1,965,957
3,023,205
2,533,970
86,207
32,936
68,334
124,347
159,965
(107,517)
(135,105)
(176,717)
(146,768)
(169,746)
1,097,988
1,002,416
(296,328)
(153,518)
801,660
848,898
1,857,574 (380,551)
3,000,784 (702,083)
2,524,189 (286,312)
1,477,023
2,298,701
2,237,877
4,790
9,118
1,481,813
2,307,819
2,233,533
-
$2,158.40
$2,101.29
Other Comprehensive Income Items that may be subsequently reclassified to profit or loss Unrealised (loss)/gain on availablefor-sale investments Total Comprehensive Income
Earnings Per Share
(2,150) 799,510
--
(1,413) 847,485
---------
(4,344)
69
AUDITOR’S REPORT (Continued) Page 2
Wisynco Group Limited Summary Statement of Financial Position Five Years Ended 30 June 2013, 2014, 2015, 2016 and 2017 (expressed in Jamaican dollars unless otherwise indicated) 2013 $’000
2014 $’000
2015 $’000
2016 $’000
2017 $’000
2,614,102
2,579,066
2,866,621
3,147,581
4,874,521
157,934
157,934
157,934
164,434
164,434
-
429,498
429,498
429,498
429,498
Intangible assets
25,606
11,639
-
-
-
Available-for-sale investments
14,630
13,217
23,266
229,426
293,452
Non-Current Assets Property, plant and equipment Investments in subsidiaries Investments in associates
Loans to related parties
18,633
-
-
-
-
2,830,905
3,191,354
3,477,319
3,970,939
5,761,905
Inventories Loans to related parties
1,624,285 1,509
1,765,222 -
1,427,837 -
1,577,331 -
1,940,382 -
Receivables and prepayments
1,377,828
1,672,403
1,683,770
2,454,993
1,978,610
-
-
-
-
184,386
1,188,193
1,473,120
2,489,778
3,740,479
3,187,431
4,191,815
4,910,745
5,601,385
7,772,803
7,290,809
1,979,734 333,165
1,898,473 479,609
2,153,505 512,103
3,363,517 341,012
3,093,489 382,469
113,645
215,007
307,897
532,623
178,814
Current Assets
Available-for-sale investments – current portion Cash and short-term deposits Current Liabilities Trade and other payables Short-term borrowings Taxation payable Due to parent company Net Current Assets Shareholders’ Equity Share capital Capital reserve Retained earnings
-
-
-
-
259,745
2,426,544
2,593,089
2,973,505
4,237,152
3,914,517
1,765,271
2,317,656
2,627,880
3,535,651
3,376,292
4,596,176
5,509,010
6,105,199
7,506,590
9,138,197
57,927 108,946
57,927 107,533
57,927 112,323
57,927 121,441
57,927 117,097
2,952,616
3,635,827
4,546,353
5,942,963
6,976,619
3,119,489
3,801,287
4,716,603
6,122,331
7,151,643
Non-Current Liabilities Due to parent company
259,745
259,745
259,745
259,745
-
Deferred tax liabilities
403,052
285,409
240,103
252,465
213,565
Borrowings
813,890
1,162,569
888,748
872,049
1,772,989
1,476,687
1,707,723
1,388,596
1,384,259
1,986,554
4,596,176
5,509,010
6,105,199
7,506,590
9,138,197
70
AUDITOR’S REPORT (Continued) Page 3
Wisynco Group Limited Summary Statement of Changes in Equity For each of the Five Years ended 30 June 2013, 2014, 2015, 2016 and 2017 (expressed in Jamaican dollars unless otherwise indicated) Number of Shares
Share Capital $’000
Capital Reserves $’000
Retained Earnings $’000
Total $’000
1,053,986
16,027
111,096
2,353,161
2,480,284
-
-
(2,150)
801,660
799,510
Issue of shares
10,646
41,900
-
-
41,900
Dividends paid
-
-
-
(202,205)
(202,205)
1,064,632
57,927
108,946
2,952,616
3,119,489
-
-
(1,413)
848,898
847,485
-
-
-
(165,687)
(165,687)
1,064,632
57,927
107,533
3,635,827
3,801,287
-
-
4,790
1,477,023
1,481,813
-
-
-
(566,497)
(566,497)
1,064,632
57,927
112,323
4,546,353
4,716,603
-
-
9,118
2,298,701
2,307,819
-
-
-
(902,091)
(902,091)
1,064,632
57,927
121,441
5,942,963
6,122,331
-
-
(4,344)
2,237,877
2,233,533
-
-
-
1,064,632
57,927
117,097
Balance at 30 June 2012 Total comprehensive income Transactions with owners -
Balance at 30 June 2013 Total comprehensive income Transactions with owners Dividends paid Balance at 30 June 2014 Total comprehensive income Transactions with owners Dividends paid Balance at 30 June 2015 Total comprehensive income Transactions with owners Dividends paid Balance at 30 June 2016 Total comprehensive income Transactions with owners Dividends paid Balance at 30 June 2017
(1,204,221) (1,204,221) 6,976,619
7,151,643
71
AUDITOR’S REPORT (Continued) Page 4
Wisynco Group Limited Summary Statement of Cash Flows For each of the Five Years ended 30 June 2013, 2014, 2015, 2016 and 2017 (expressed in Jamaican dollars unless otherwise indicated) 2013 $’000 801,660
2014 $’000 848,898
2015 $’000 1,477,023
2016 $’000 2,298,701
2017 $’000 2,237,877
230,619
328,780
376,112
451,889
536,807
16,294
13,967
11,639
-
-
Gain on fire claim
-
-
-
(1,434,896)
(636,472)
Adjustment
-
2
(39)
-
-
(178)
(150)
2,391
6,232
(1,524)
-
-
-
1,317,390
-
(30,260)
(30,263)
(38,811)
(53,966)
(71,736)
-
-
-
-
(10,805)
Dividend income
(541)
(697)
(1,728)
(1,734)
(3,101)
Interest expense
105,974
133,053
172,604
142,399
158,678
Taxation expense
296,328
153,518
380,551
702,083
286,312
6,891
(7,185)
(36,950)
(140,301)
(25,819)
1,426,787
1,439,923
2,342,792
3,287,797
2,470,217
Inventories
(328,799)
(140,937)
337,385
(1,288,380)
Receivables and prepayments
(169,008)
(265,721)
(68)
(269,013)
249,120
(189,892)
220,202
1,116,228
Net profit from operations Items not affecting cash: Depreciation Amortisation of intangible assets
Gain on sale of property, plant and equipment Impairment of inventory and property, plant and equipment in fire Interest income Gain on disposal of investments
Exchange gain on foreign currency balances
Changes in operating assets and liabilities:
Trade and other payables Cash generated from operations Insurance proceeds Taxation paid Cash provided by operating activities
(363,051) 480,375 (298,176)
1,178,100
843,373
2,900,311
2,846,632
2,289,365
-
-
-
655,350
156,623
(464,995)
(679,021)
(254,025)
(169,799)
(332,967)
924,075
673,574
2,567,344
3,036,987
1,766,967
72
AUDITOR’S REPORT (Continued) Page 5
Wisynco Group Limited Summary Statement of Cash Flows (Continued) For each of the Five Years ended 30 June 2013, 2014, 2015, 2016 and 2017 (expressed in Jamaican dollars unless otherwise indicated) 2013 $’000
2014 $’000
2015 $’000
2016 $’000
2017 $’000
924,075
673,574
2,567,344
3,036,987
1,766,967
(801,019)
(235,798)
(620,634)
Operating Activities Cash provided by operating activities Cash Flows from Investing Activities Purchase of property, plant and equipment Proceeds from the sale of property, plant and equipment
303
150
-
Insurance proceeds
-
-
-
Purchase of investments
-
-
(5,259)
Proceeds from sale of investments
-
Investment in associates
-
Investment in subsidiary Dividend received Interest received Cash used in investing activities
(3,981)
(429,498) -
(859,862) 1,500
(2,258,648) 25,199
296,010
479,849
(197,042)
(260,295)
-
-
18,344
-
-
-
-
(6,500)
-
541
697
1,728
1,734
3,101
30,260
30,263
38,811
53,966
71,736
(773,896)
(634,186)
(585,354)
(710,194)
(1,920,714)
(95,680)
(130,685)
(174,501)
(157,473)
(158,678)
16,981
20,142
(241,790)
(257,393)
360,000
689,000
Cash Flows from Financing Activities Interest paid Related party loan payment received Long-term loans repaid Long-term loans received Finance leases repaid Dividend paid Cash used in financing activities (Decrease)/Increase in cash and cash equivalents Effects of changes in foreign exchange rates Increase in cash and cash equivalents
-
(405,753) 200,000
(1,246,631) 1,000,000
(928,278) 1,900,000
(13,193)
(26,739)
(41,107)
(49,041)
(202,205)
(165,687)
(566,497)
(902,091)
(1,204,221)
(162,694)
142,184
(973,490)
(1,347,302)
(440,218)
(12,515)
181,572
1,008,500
979,491
(593,965)
107,865
86,962
60,481
215,411
49,975
95,350
268,534
1,068,981
1,194,902
Cash and cash equivalents at beginning of year
1,031,668
1,127,018
1,395,552
2,464,533
3,659,435
Cash and Cash Equivalents at End of Year
1,127,018
1,395,552
2,464,533
3,659,435
3,115,445
-
57,948
45,385
59,223
28,774
The principal non-cash transactions include: Acquisition of property, plant & equipment under finance lease
(543,990)
73
AUDITOR’S REPORT (Continued) Page 6
Wisynco Group Limited Additional Disclosures (expressed in Jamaican dollars unless otherwise indicated) Additional Disclosures These are the summary financial statements of Wisynco Group Limited (‘the Company”) for the five years ended 30 June 2013, 2014, 2015, 2016 and 2017. The summary financial statements are derived from the full financial statements of the Company as at and for the years ended 30 June 2013, 2014, 2015, 2016 and 2017. The Company is incorporated and domiciled in Jamaica. The parent company is Wisynco Group (Caribbean) Limited, a Barbados International Business Company. The ultimate controlling party of the company is Evesam Investments Holdings Limited, a company incorporated in the Cayman Islands. The registered office of the company is located at White Marl, St Catherine. The principal activities of the company are the bottling and distribution of water and beverages, the manufacturing of a wide range of plastic and foam packaging and disposable products for use in industry, tourism and for the retail trade, the distribution and retailing of food items. Effective 1 January 2014 Wisynco Group Limited purchased 50% of the shareholdings in Fusion Holdings Limited a company incorporated and resident in St. Lucia. Basis of preparation The summary financial statements have been extracted from the financial statements, and prepared in accordance with the Jamaican Companies Act. The financial statements as at and for the years ended 30 June 2013, 2014, 2015, 2016 and 2017 were authorised for issue by the Board of Directors on 6 March 2014, 23 February 2015, 21 March 2016, 30 November 2016 and 6 November 2017, respectively. These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs), and contain unmodified audit opinions. The summary financial statements do not include all the disclosures provided in the financial statements and cannot be expected to provide as complete an understanding as provided by the financial statements. The full financial statements are available at the offices of Wisynco Group Limited, Lakes Pen, St. Catherine. The full financial statements have been reviewed by PricewaterhouseCoopers Jamaica who, in their reports expressed an unqualified opinion for each year.
74
11. MANAGEMENT’S HIGHLIGHTS
DISCUSSION
&
ANALYSIS
AND
FINANCIAL
The following Management’s Discussion and Analysis (MD&A) and Financial Highlights section should help potential investors understand the results of the financial condition of the Company. This section should be read in conjunction with the Audited Financial Statements and respective notes in Section 13. This MD&A and financial highlights section reflects the financial results of the Company on a standalone basis. Refer to the Pro–Forma Adjustments in Section 12 below for the impact of the reconstruction mentioned in Section 8. RECENT INVESTMENT HIGHLIGHTS The Company has made recent investments of approximately US$12 million to build a new warehouse located at its Lakes Pen property and plans to invest another US$8 million to increase its beverage manufacturing capacities. The rebuilding was partly financed by insurance proceeds received as a result of the fire that occurred in May 2016 as well as debt financing. The Company is also in the process of rebuilding its cold storage facility which was damaged in the May 2016 fire. ANNUAL FINANCIAL PERFORMANCE HIGHLIGHTS Overall, Wisynco Group Limited has performed creditably in recent years, with the following key highlights:
Sales increasing from J$12.57 billion in 2013 to J$21.25 billion in 2017 which represents a Compound Annual Growth Rate (“CAGR”) of 14.0%. During the five-year period, the year-to-year sales growth ranged from 9.5% to 20.5%. The growth between 2016 and 2017 was 9.5%;
Relatively strong gross profit margins, with annual average of approximately 36.4% over the last five years. The gross profit margin moved from 39.9% in 2016 to 37.3% in 2017;
Operating Expenses as a percentage of sales has an annual average of approximately accumulated 25.6% over the last five years. This metric slightly increased from 24.4% in 2016 to 25.4% in 2017;
High utilization of assets and equity when compared to other manufacturing and distribution companies in Jamaica with return on assets and return on equity for financial year 2017 being 17.1% and 31.3%, respectively;
Efficient working capital management with net working capital totalling J$3.38 billion in FY 2017, a marginal decrease from J$3.72 billion in FY 2016;
Low debt to equity ratio relative to other manufacturing and distribution companies in Jamaica, ranging from 14.2% to 30.6% over the last five years; and
Proven ability to absorb shocks (e.g. May 2016 fire) and while maintaining a strong financial performance. We note that there was a marginal 2.6% decline in Net Profit after Tax moving from J$2.30 billion in FY 2016 to J$2.24 billion in FY 2017.
Impact of fire During FY 2016 the Company had a fire incident which resulted in impairment losses in Fixed Assets and Inventory in the amount of J$1.32 billion. The related insurance proceeds represent funds received for business interruption, loss of warehouse building, solar panels and inventory totaling J$2.07 billion of which J$0.64 billion was received in FY17 and the remaining J$1.43 billion was received in FY16. In addition to the loss of property, the Company also incurred one-off expenses such as property rental, haulage and handling costs. There were also other increases related to electricity and hiring of approximately 200 additional staff due to operational changes affecting all areas of production. The full impact of the fire on the Company’s operations would have been evident in FY 2017, which shows a slight reduction in performance compared to FY 2016. The Company expects that its operating metrics will return to prefire levels in the near future. 75
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) HISTORICAL STATEMENT OF COMPREHENSIVE INCOME For Period ended June 30 J$’000
FY 2013 (Audited)
FY 2014 (Audited)
FY 2015 (Audited)
FY 2016 (Audited)
FY 2017 (Audited)
Sales
12,573,537
14,229,683
17,150,482
19,413,691
21,247,767
Gross Profit
4,348,498
4,845,477
6,205,301
7,736,950
7,927,879
Operating Expenses
3,250,510
3,843,061
4,347,727
4,736,166
5,403,690
EBITDA
1,476,916
1,499,674
2,417,929
3,595,072
3,230,742
Pre-tax Profit
1,097,988
1,002,416
1,857,574
3,000,784
2,524,189
Tax Expense
296,328
153,518
380,551
702,083
286,312
Net Profit
801,660
848,898
1,477,023
2,298,701
2,237,877
752.99
797.36
1,387.36
2,158.40
2,101.29
0.21
0.23
0.39
0.61
0.60
34.6%
34.1%
36.2%
39.9%
37.3%
EBITDA Margin
11.7%
10.5%
14.1%
18.5%
15.2%
Net Profit Margin
6.4%
6.0%
8.6%
11.8%
10.5%
Actual Earnings per Share* Pro-forma Earnings per Share** Gross Profit Margin
* - Based on historical shares outstanding of 1,064,632, prior to this Prospectus; Audited EPS only calculated in FY 2016-2017, management calculated previous year’s EPS. ** - Based on pro-forma shares outstanding of 3,750,000,000 as at the date of this Prospectus; Pro-forma EPS figures unaudited.
76
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) SALES Sales 25%
25,000,000 20.5%
15%
15,000,000
13.2%
13.2%
% 10%
20,000,000
10.0%
9.5%
5%
10,000,000
JMD'000
20%
5,000,000
0%
2013 Audited
2014 Audited
2015 Audited
2016 Audited
2017 Audited
Period Total Sales
Sales Growth
The Company experienced a steady growth in sales over the last five financial periods from 2013-2017. In the financial year ended 30 June 2017, the Company had total sales of J$21.25 billion, a 9.5% growth over the prior period ending 30 June 2016. In the five years mentioned, revenue grew by a CAGR of 14.0%. The growth in sales is mainly driven by:
Increases in sales volumes for owned brand products (see Section 7), in particular Boom energy drink and WATA; Distribution of local third party products, in particular products manufactured by Trade Winds Citrus Company. The Company commenced the distribution of these products in FY 2015; Investments in additional production capacity as well continued refinement and deepening of distribution and demand generating strategies; and General price increases of most product prices driven by country local inflationary conditions.
Sales growth in FY 2017 was tempered mainly as a result of the effects of the May 2016 fire, which negatively impacted the efficiency with which goods were distributed to customers. Local vs Export Sales 1.4%
98.6% Local Sales
Export Sales
77
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) The main drivers of the Company’s sales are local demand. This includes wholesalers, hotels and restaurants, schools, supermarkets and other retailers. Revenue by Product Categories - FY Ending June 2017 1.4% 22.6%
45.9%
13.2%
16.9% Manufactured - Owned
Manufactured - Third Party
Distributed - Local Third-Party
Distributed - Imported Third-Party
Export
The main sale product categories (See Section 7 for further information) are:
Manufactured – Owned – accounted for 45.9% of sales. This is the Company’s owned manufactured products such as WATA, BOOM, BIGGA, SWEET disposable products and packaging products.
Distributed – Imported Third Party – accounted for 22.6% of sales. This is the portfolio of products arising from Company’s distribution agreements with foreign brands such as Red Bull, Kellogg’s General Mills and Nestle
Manufactured – Third Party – accounted for 16.9% of sales. This includes branded products that the Company manufactures through agreements with third parties such as Coca-Cola, Hawaiian Punch and SqueezZ.
Distributed – Local Third Party – accounted for 13.2% of sales. This is the portfolio of products arising Company’s distribution agreement with local entities. Main brands include.Tru-Juice and Freshhh
Export – accounted for 1.4% of sales.
78
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) GROSS MARGIN Gross Margin 9,000,000
41% 40%
8,000,000
39.9%
7,000,000
39%
6,000,000 37.3%
37%
5,000,000 4,000,000
JMD'000
%
38%
36.2%
36%
3,000,000 35%
2,000,000
34.6% 34.1%
34%
1,000,000
33%
2013 Audited
2014 Audited
2015 Audited
2016 Audited
2017 Audited
Period Gross Margin
Gross Margin Perentage
The Company also experienced an improvement in gross profit margin over the last five financial periods from 2013 to 2017. This was primarily as a result of:
A combination of price increases, lower input costs arising from the reduction of raw material costs for sugar and oil and as well as improved manufacturing efficiency as a result of increased volumes.
The product mix: where higher gross margin products, such as the Company’s manufactured - Owned brands experiencing higher growth relative to the other product categories.
Even though gross profit increased by just under J$190.93 million in 2017, the gross profit margin reduced from 39.9% in 2016 to 37.3% in 2017. This was due mainly to abnormal levels of inventory adjustments and damages due to inherent risks associated with multiple temporary locations and increased handling of products. The inventory lost during the fire was recovered from insurance proceeds. In addition, in FY2017 the Company adopted a “full service model” with greater client focus, resulting in each customer being visited at least twice per week.
79
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) OPERATING EXPENSES Expenses
27%
27.0%
10.5%
5,000,000
27%
4.4% 4,000,000
25.9%
26%
25.4%
%
25.4%
25% 25%
3,000,000
24%
1,000,000
24%
-
23% 2014 Audited
2015 Audited
2016 Audited
2017 Audited
Period Expenses
7.0% 55.6%
2,000,000
24.4%
2013 Audited
6.0% JMD'000
26%
Expenses by Nature - FY Ending June 2017
6,000,000
28%
Expenses as a % of Sales
16.5% Cost of Sales Staff costs Property Expenses Delivery and Motor Vehicle Expenses Advertising Costs Other Operating Expenses
Total operating expenses (excluding cost of sales) in financial year 2017 amounted to J$5.40 billion, a 14.1% increase over the prior period. All major expense categories increased during FY 2017, including the following:
Staff Costs grew by 13.4% from J$2.84 billion in FY 2016 to J$3.22 billion in FY 2017. This increase is mainly due to transitional costs related to the fire such as incremental labour and other costs related to logistics management; Property Expenses including Depreciation grew by 13.3% from J$1.20 billion in FY 2016 to J$1.35 billion in FY 2017; Delivery Expenses grew by 41.1% from J$0.83 billion in FY 2016 to J$1.16 billion in FY 2017; and Advertising Costs grew by 13.9% from J$.75 billion in FY 2016 to J$0.86 billion in FY 2017.
Delivery expenses increased mainly due to additional distribution channels and increased travel between newlyleased properties and warehouses post-May 2016 fire. This investment in delivery channels was required in order for the Company to resume distribution of its products after the fire. In the five years mentioned, total expenses (excluding cost of sales) grew by a CAGR of 13.5%. In addition, operating expenses as a % of sales historically range between 24.4% and 27.0%.
80
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) EARNINGS BEFORE INTEREST, TAX, DEPRECIATION AND AMORTIZATION (EBITDA) EBITDA 4,000,000
25%
3,500,000 20% 3,000,000
15%
15.2%
%
14.1% 11.7%
10%
2,500,000 2,000,000
10.5%
JMD
18.5%
1,500,000 1,000,000
5% 500,000 0%
2013 Audited
2014 Audited
2015 Audited
2016 Audited
2017 Audited
Period EBITDA
EBITDA Margin
The Company experienced steady growth of EBITDA between FY2014 and FY2016, before the impact of the fire. EBITDA margin has declined from 18.5% in FY 2016 to 15.2% in FY 2017. This decline is again due to the May 2016 fire which created downward pressure on sales growth and led to higher than normal expenses. Despite the impact of the fire, the Company still experienced a CAGR of 21.6% of EBITDA between FY 2013 and FY 2017. NET PROFIT Net Profit 20%
2,500,000
18% 16%
2,000,000
14% 10.5%
10% 8.6%
8% 6%
1,500,000
11.8%
JMD
%
12%
6.4%
1,000,000
6.0%
4%
500,000
2% -
0% 2013 Audited
2014 Audited
2015 Audited
2016 Audited
2017 Audited
Period Net Profit after Tax
Net Profit Margin
The effects of the fire in May 2016 resulted in a marginal decline of net profits of 2.7% from J$2.30 billion in FY 2016 to J$2.24 billion in FY 2017. Prior to that the Company experienced a steady increase in profits year-on-year which was primarily driven by the consistent increases in the gross margins, an annual average double digit growth in revenue and control of operating expenses. 81
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) RETURN ON ASSETS AND RETURN ON EQUITY Return on Assets and Equity 37.5%
40% 35%
31.3%
31.3%
30% 25.7% 25%
22.3%
%
19.6% 20% 15%11.4%
17.1%
16.3% 10.5%
10% 5% 0% 2013 Audited
2014 Audited
2015 Audited
2016 Audited
2017 Audited
Period Return on Assets
Return on Equity
Both the Return on Assets (ROA) and Return on Equity (ROE) followed the same pattern year-on-year of moderate growth where the net profit grew at a much higher rate as compared to both the total assets and retained earnings. This shows the Company’s high efficiency and usage of its assets and equity to generate revenue/profits. However, due to the decline in net profit in 2017, the ROA moved from 19.6% to 17.1%, while the ROE moved from 37.5% to 31.3%. RELATED PARTY TRANSACTIONS The Company has a number of related parties that it buys from and sells to. This includes sales to Wisynco Foods Limited and purchases from Trade Winds Citrus Limited. See description of services below:
Wisynco Food Limited – the supply of beverages and Wata and Sweet products to WFL’s restaurants, Wendy’s and Dominos. Trade Winds - distributes chilled products, oranges and other juices made by Trade Winds, which includes Tru-Juice and Freshhh branded products. The Company also manufactures and distributes the SquezzZ branded products under licence.
Historical Sales to Related Parties accounted for only approximately of 2.8% of total sales annually.
82
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) HISTORICAL STATEMENT OF FINANCIAL POSITION As at June 30 J$’000
FY 2013 (Audited)
FY 2014 (Audited)
FY 2015 (Audited)
FY 2016 (Audited)
FY 2017 (Audited)
Non-current Assets
2,830,905
3,191,354
3,477,319
3,788,665
5,761,905
4,191,815
4,910,745
5,601,385
7,955,077
7,290,809
Total Assets
7,022,720
8,102,099
9,078,704
11,743,742
13,052,714
Current Liabilities
2,426,544
2,593,089
2,973,505
4,237,152
3,914,517
Non-current Liabilities
1,476,687
1,707,723
1,388,596
1,384,259
1,986,554
Total Liabilities
3,903,231
4,300,812
4,362,101
5,621,411
5,901,071
Net Assets
3,119,489
3,801,287
4,716,603
6,122,331
7,151,643
Current Assets
TOTAL ASSETS Total Assets Breakdown as at 30 June 2017
24.4% 37.3%
15.2% 1.4% 14.9% Fixed assets
4.6% 2.2% Investment in Subsidiary/Associate
Available for Sale investments
Inventories
Available for Sale investments
Receiveables & Prepayments
Cash
As at 30 June 2017, the Company’s total assets was approximately J$13.05 billion and comprised mainly of:
Property, Plant and Equipment – 37.3%;
Cash – 24.4%;
Receivables – 15.2%; and
Inventory – 14.9%.
83
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) NON-CURRENT ASSETS Non-Current Assets comprise mainly Property Plant and Equipment, Investment in Subsidiaries and Associates and Available for Sale Investments. The growth in non-current assets throughout the period was mainly as a result of the recent investment in a new distribution centre and solar plant.
Property, Plant and Equipment includes lands and building which are carried at deemed/historical costs. The last valuation of the Company’s real estate was done in 1993. Investment in Associates and Subsidiaries include amounts of J$583 million as at 30 June 2017 which relate to the carrying value of the non-core businesses which were transferred as part of the reconstruction. The impact of this transaction on the Company’s financials are shown in Section 12 – Pro-Forma Adjustments. Available-for-sale investments primarily relates to quoted securities and bonds.
NET CURRENT ASSETS Net Current Assets 3.00
4,000,000
2.80
3,500,000
2.60
Amount
2,500,000
2.20 1.89
2.00 1.80
1.88
1.88
1.86
2,000,000
1.73 1,500,000
1.60
JMD'000
3,000,000
2.40
1,000,000
1.40
500,000
1.20 1.00
2013 Audited
2014 Audited
2015 Audited
2016 Audited
2017 Audited
Period Net Current Assets
Current Ratio
The Company’s net current assets, which is current assets less current liabilities, grew every year up to FY 2017, with a CAGR of 17.6% between FY2013-FY2017. With the growth in working capital during that timeframe, the current ratio remained relatively flat between FY2014-FY2016, showing Company’s ability to manage its liquidity levels, raising short-term assets while managing short-term debt obligations. However, there was a slight reduction in net current assets and current ratio in FY 2017, due mainly to a 19.4% reduction in receivables and 18.8% reduction in cash. There was also an 8.0% decrease in Trade and Other Payables between FY 2016 and FY 2017. NON-CURRENT LIABILITIES Non-Current Liabilities include Borrowings, Deferred Tax and Due to Related Parties. Borrowings include Loans from banks and Finance Leases:
Loans from Banks increased by 92.5% during 2017 moving from J$1.05 billion at the end of FY 2016 to J$2.02 billion at the end of FY 2017. The Company’s primary lender is the National Commercial Bank (“NCB”). The loans from NCB mature between 2018 and 2023 and were obtained for the purpose of funding the expansion of the warehouse and the purchase of machinery and equipment. 84
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued)
Finance Leases are primarily with MF&G Trust and has declined from J$81.52 million in in FY 2016 to J$61.25 million in FY 2017.
The Due to Related Parties’ balance was reclassified to Current Liabilities in FY 2017 and is expected to be repaid within the next 12 months. Further details on this balance is outlined in Section 8 – Pre-IPO settlement of relatedparty debt. TOTAL EQUITY Shareholder's Equity 8,000,000 7,000,000 6,000,000
JMD'000
5,000,000 4,000,000 3,000,000 2,000,000 1,000,000 2013 Audited
2014 Audited
2015 Audited
2016 Audited
2017 Audited
Period
Wisynco’s Shareholder’s Equity mainly consists of Share Capital, Capital Reserve and Retained Earnings. Shareholder’s Equity has increased by a CAGR of 23.0% over the last five years ending 30 June 2017. This increase is driven by Retained Earnings. Retained Earnings have increased primarily as a result of sustained profitability levels net of dividend payments. Over the last financial year from FY 2016 to FY 2017 the Retained Earnings balance has increased by J$1.03 billion or 17.4%.
85
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued)
Over the last five years, the Company declared dividends aggregating J$3.04 billion with the dividend pay-out ratio ranging from 19.5% to 53.8%. DEBT TO EQUITY Debt to Equity 35% 30.6% 30% 26.1%
24.8%
25%
18.8%
%
20%
14.2%
15%
10%
5%
0% 2013 Audited
2014 Audited
2015 Audited
2016 Audited
2017 Audited
Period
The Company historically has a low debt to equity ratio. This illustrates that the Company has historically used more equity, in particular the Company’s accumulated earnings, to finance its growth. We define debt to equity as Loans over Total Shareholder’s Equity. Loans from respective banks dictate the change of the ratio, where increases/decreases in borrowings lead to increases/decreases in the ratio.
86
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) UNAUDITED FINANCIAL STATEMENTS AS AT 30 SEPTEMBER 2017 Statement of Comprehensive Income Wisynco Group Limited Unaudited Pro-forma Statement of Comprehensive Income Period Ended 30 September 2017 J$'000
Q1 2018 Management
Total Sales
6,125,810
Cost of Sales
3,766,127
Gross Margin
2,359,683
Expenses
1,566,342
Net Profit
793,342
Taxation Net Profit after Tax
137,540 655,802
87
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) Statement of Financial Position Wisynco Group Limited Unaudited Statement of Financial Position Period Ended 30 September 2017 J$'000
Q1 2018 Management
Non-Current Assets Fixed assets Investment in Subsidiary/Associate Available for Sale Investments
4,892,883 593,932 38,401 5,525,216
Current Assets Inventories
1,850,898
Receivables & Prepayments
2,193,918
Cash
3,745,420 7,790,236
Current Liabilities Trade & Other Payables
2,668,166
Short-term Borrowings
383,954
Due to Parent Company
262,505
Taxation Payable
451,941 3,766,566
Net Current Assets
4,023,670 9,548,886
Financed by Shareholders' Equity Share Capital
57,927
Capital Reserve
97,738
Fair value Reserve
22,384
Retained Earnings
7,428,210 7,606,260
Long term Liabilities Deferred tax Loans
252,460 1,690,166 1,942,626 9,548,886
88
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) INTERIM FINANCIAL PERFORMANCE INTERIM STATEMENT OF COMPREHENSIVE INCOME For the three month period ending 30 September J$’000
Q1 Sept 2016 Unaudited
Q1 Sept 2017 Unaudited
% Change between Q1 Sept 2016 and Q1 Sept 2017
Sales
5,260,880
6,125,810
16.4%
Gross Profit
2,029,582
2,359,683
16.3%
Operating Expenses
1,314,984
1,566,352
19.1%
EBITDA
866,571
1,016,497
17.3%
Pre-tax Profit
714,833
793,342
11.0%
Tax Expense
123,784
137,540
11.1%
Net Profit
591,049
655,802
11.0%
555.17
615.99
11.0%
0.16
0.17
11.0%
Gross Margin
38.6%
38.5%
-
EBITDA Margin
16.5%
16.6%
-
Profit Margin
11.2%
10.7%
-
Actual Earnings per Share* Pro-forma Earnings per Share**
* - Based on historical shares outstanding of 1,064,632, prior to the prospectus ** - Based on pro-forma shares outstanding of 3,750,000,000 as at the date of the Prospectus Quarter 1 2018 (period ending 30 September 2017) saw improvements in all major financial categories when compared to Quarter 1 2017 (period ending 30 September 2016). See key statistics below:
Sales and net profit increased by 16.4% and 11.0% respectively, showing recovery from the impact of the fire in May 2016;
Gross profit and EBITDA margins remained consistent between the two quarters. Gross profit margin moved from 38.6% in Q1 September 2016 to 38.5% in Q1 September 2017, while EBITDA margin moved from 16.5% in Q1 September 2016 to 16.6% in Q1 September 2017; and
Net profit margin moved from 11.2% in Q1 September 2016 to 10.7% in Q1 September 2017;
Even though there are slight declines in gross and profit margins in Q1 September 2017 when compared to Q1 September 2016, note that the Company did not move back into its central warehouse that was impacted by the fire until the end of July 2017, which is only 1 month into the new financial year. The Company is still in the process of regaining efficiencies. In fact, the performance in Q1 represented an overall improvement in operating margins over the last 9 months. The Company expects that its operating metrics will return to pre-fire levels in the near future and has created a special committee to monitor expenses.
89
MANAGEMENT’S DISCUSSION & ANALYSIS AND FINANCIAL HIGHLIGHTS (Continued) INTERIM STATEMENT OF FINANCIAL POSITION As at 30 September J$’000
Q1 Sept 2016 Unaudited
Q1 Sept 2017 Unaudited
% Change
Non-current Assets
4,068,151
5,525,216
35.8%
Current Assets
7,017,320
7,790,236
11.0%
11,085,470
13,315,452
20.1%
Current Liabilities
2,612,821
3,766,566
44.2%
Non-current Liabilities
1,663,821
1,942,626
16.8%
Total Liabilities
4,276,643
5,709,192
33.5%
Net Assets
6,808,828
7,606,260
11.7%
Total Assets
Total Assets and Net Assets (Total Assets less Total Liabilities) have improved by 20.1% and 11.7% respectively when compared to Q1 2016. The biggest change in the balance sheet comes from a 50.5% increase in Property, Plant and Equipment, mainly due to purchases of machinery and equipment during that timeframe. Inventories have also improved by 38.8% compared to Quarter 1 2017 mainly due to an increased production capacity. The Company has increased its long-term borrowings by 91.1% due to new financing received to fund the expansion of the warehouse and purchase of machinery and equipment. OUTLOOK The proceeds from the increase in the Company’s share capital of approximately J$1.1 billion after proportionally adjusting for respective share of IPO expenses will be utilised to increase its financial performance through:
Investments in manufacturing capacity to row both local and export markets for its current products and improve operating efficiencies.
Increase in working capital to fund expansion of distribution arrangements with additional key and important third party brands not currently served by the Company.
More targeted investments energy diversification, in particular liquefied natural gas (LNG) and solar, within the foreseeable future. Aggressively targeting strategic acquisitions and partnerships. INDIES INSURANCE COMPANY LIMITED The principal activity of this company is to provide insurance services to its parent and other group affiliates. Indies has no employees and the principal place of business is in St. Lucia. The operations were dormant in FY2015 and FY2016. As per management report for financial year ending 30 June 2017, Indies has Net Profit of J$17.29 million, which is 0.8% of the Company's Net Profit of J$2.24 billion for period ending 30 June 2017. In addition, Indies has Net Assets of J$26.61 million, which is 0.4% of the Company's Net Assets of J$7.15 billion. Indies anticipate no major change in the short to medium term to its current business model. Given its immateriality, the information shown in Section 10, Auditor’s Report, excludes the financial information for Indies. However, same is carried in the Balance Sheet of the Company as Investment in Subsidiaries at a value of J$11.375 million.
90
12. PRO-FORMA ADJUSTMENTS The following unaudited pro-forma financial statements are based on the Company’s historical financial statements as adjusted to give effect to the pro-forma adjustments as at the date of the Prospectus, as illustrated below. These pro-forma adjustments primarily relate to:
The group reconstruction exercise as outlined in Section 8
The proposed pre-IPO dividend as outlined in Section 8
The proposed settlement of related party debt as outlined in Section 8
The pro-forma financial statements do not necessarily reflect what the Company’s financial condition or results of comprehensive income would have been had the adjustments occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of comprehensive income of the Company. The actual financial position and results of operations may differ significantly from the pro-forma amounts reflected herein due to a variety of factors. The unaudited financial statements for the three months ended 30 September 2017 give effect to the respective adjustments. Pro-forma Adjustments The pro-forma adjustments are based on our preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma financial information: Statement of Comprehensive Income Adjustments Wisynco Group Limited Unaudited Pro-forma Statement of Comprehensive Income Period Ended 30 September 2017 Q1 2018 Management
Adjustments
Adjusted Q1 2018 Management
Total Sales
6,125,810
-
6,125,810
Cost of Sales
3,766,127
-
3,766,127
2,359,683
-
2,359,683
Expenses
1,566,342
-
1,566,342
Net Profit
793,342
-
793,342
137,540
-
137,540
655,802
-
655,802
J$'000
Gross Margin
Taxation Net Profit after Tax
There are no pro-forma adjustments that will impact the Income Statement.
91
PRO-FORMA ADJUSTMENTS (Continued) Statement of Financial Position Adjustments Wisynco Group Limited Unaudited Statement of Financial Position Period Ended 30 September 2017
J$'000
Note
Q1 2018 Management
Adjustments
Adjusted Q1 2018 Management
4,892,883
-
4,892,883
593,932
(582,557)
11,375
Non-Current Assets Fixed assets Investment in Subsidiary/Associate
1
Available for Sale Investments
38,401
38,401
5,525,216
(582,557)
4,942,659
Inventories
1,850,898
-
1,850,898
Receivables & Prepayments
2,193,918
-
2,193,918
3,745,420
(1,282,390)
2,463,030
7,790,236
(1,282,390)
6,507,846
2,668,166
-
2,668,166
383,954
-
383,954
262,505
(262,505)
-
451,941
-
451,941
3,766,566
(262,505)
3,504,061
4,023,670
(1,019,885)
3,003,785
9,548,886
(1,602,442)
7,946,444
Share Capital
57,927
-
57,927
Capital Reserve
97,738
-
97,738
Fair value Reserve
22,384
-
22,384
7,428,210
(1,602,442)
5,825,769
7,606,260
(1,602,442)
6,003,818
252,460
-
252,460
1,690,166
-
1,690,166
1,942,626
-
1,942,626
9,548,886
(1,602,442)
7,946,444
Current Assets
Cash
2, 3
Current Liabilities Trade & Other Payables Short-term Borrowings Due to Parent Company
2
Taxation Payable Net Current Assets Financed by Shareholders' Equity
Retained Earnings
1, 3
Long term Liabilities Deferred tax Loans
D/E
22.2%
28.2%
Gearing Ratio
18.2%
22.0%
Current Ratio
2.07
1.86 92
PRO-FORMA ADJUSTMENTS (Continued) Explanatory Notes 1.
Reflects the preliminary adjustment for the Group reconstruction, where we removed Investment in Subsidiary / Associate as an investment as per the Scheme of Reconstruction and Amalgamation. This includes shares in Seville Development Corporation Limited, Wisynco Foods Limited and Fusion Holdings Limited (St Lucia international business company). Only Investments in Indies Insurance will remain as an investment in subsidiary/associate. The reconstruction is accounted for as an adjustment through Shareholder’s Equity, as it is a transaction among entities under common control.
2. Reflects the repayment of related party debt. 3. Reflects the distribution of surplus cash of approximately US$8 million (J$1.02 billion), as per proposed preIPO dividend.
93
13. FINANCIAL STATEMENTS
Wisynco Group Limited Separate Financial Statements 30 June 2017
94
FINANCIAL STATEMENTS (Continued)
Wisynco Group Limited Index 30 June 2017 Page Independent Auditor’s Report to the Members Financial Statements Statement of comprehensive income
1
Statement of financial position
2
Statement of changes in equity
3
Statement of cash flows
4
Notes to the financial statements
5 – 40
95
FINANCIAL STATEMENTS (Continued)
Independent auditor’s report To the Members of Wisynco Group Limited
Report on the audit of the financial statements Our opinion In our opinion, the financial statements give a true and fair view of the financial position of Wisynco Group Limited (the Company) standing alone as at 30 June 2017, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and with the requirements of the Jamaican Companies Act. What we have audited Wisynco Group Limited financial statements comprise:
the statement of financial position as at 30 June 2017;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cash flows for the year then ended; and
the notes to the financial statements, which include a summary of significant accounting policies.
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code). We have fulfilled our other ethical responsibilities in accordance with the IESBA Code.
PricewaterhouseCoopers, Scotiabank Centre, Duke Street, Box 372, Kingston, Jamaica T: (876) 922 6230, F: (876) 922 7581, www.pwc.com/jm L. A. McKnight P.E. Williams A.K. Jain B.L. Scott, B.J. Danning G.A. Reece P.A. Williams R.S. Nathan C.I. Bell-Wisdom G.K. Moore
96
FINANCIAL STATEMENTS (Continued) Responsibilities of management for the financial statements Management is responsible for the preparation of the financial statements that give a true and fair view in accordance with International Financial Reporting Standards and with the requirements of the Jamaican Companies Act, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 97
FINANCIAL STATEMENTS (Continued)
Report on other legal and regulatory requirements As required by the Jamaican Companies Act, we have obtained all the information and explanations, which, to the best of our knowledge and belief, were necessary for the purposes of our audit. In our opinion, proper accounting records have been kept, so far as appears from our examination of those records, and the accompanying financial statements are in agreement therewith and give the information required by the Jamaican Companies Act, in the manner so required.
Chartered Accountants 6 November 2017 Kingston, Jamaica
98
FINANCIAL STATEMENTS (Continued) Page 99
Wisynco Group Limited Statement of Comprehensive Income Year ended 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 2017 $’000
2016 $’000
21,247,767
19,413,691
Cost of sales
(13,319,888)
(11,676,741)
Gross Profit
7,927,879
7,736,950
Note Revenue
Impairment relating to fire Other operating income
5, 6
-
5
736,796
Selling and distribution expenses Administration expenses Operating Profit
(1,317,390) 1,530,045
(5,244,802)
(4,151,836)
(885,903)
(774,564)
2,533,970
3,023,205
Finance income
8
159,965
124,347
Finance costs
9
(169,746)
(146,768)
2,524,189
Profit before Taxation Taxation
10
(286,312) 2,237,877
Net Profit
3,000,784 (702,083) 2,298,701
Other Comprehensive Income Items that may be subsequently reclassified to profit or loss Unrealised (loss)/gain on available-for-sale investments
(4,344) 2,233,533
Total Comprehensive Income
Earnings Per Share
11
$2,101.29
9,118 2,307,819
$2,158.40
99
FINANCIAL STATEMENTS (Continued) Page 100
Wisynco Group Limited Statement of Financial Position 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) Note
2017 $’000
2016 $’000
Non-Current Assets Property, plant and equipment Investments in subsidiaries Investments in associates Available-for-sale investments
13 15 15 16
4,874,521 164,434 429,498 293,452 5,761,905
3,147,581 164,434 429,498 229,426 3,970,939
Current Assets Inventories Receivables and prepayments Available-for-sale investments – current portion Cash and short-term deposits
17 18 16 19
1,940,382 1,978,610 184,386 3,187,431 7,290,809
1,577,331 2,454,993 3,740,479 7,772,803
20 21
3,093,489 382,469 178,814 259,745 3,914,517 3,376,292 9,138,197
3,363,517 341,012 532,623 4,237,152 3,535,651 7,506,590
22 23
57,927 117,097 6,976,619 7,151,643
57,927 121,441 5,942,963 6,122,331
21 24 21
213,565 1,772,989 1,986,554 9,138,197
259,745 252,465 872,049 1,384,259 7,506,590
Current Liabilities Trade and other payables Short-term borrowings Taxation payable Due to parent company
21
Net Current Assets Shareholders’ Equity Share capital Capital reserve Retained earnings Non-Current Liabilities Due to parent company Deferred tax liabilities Borrowings
Approved for issue by the Board of Directors on 1 November 2017 and signed on its behalf by:
100
FINANCIAL STATEMENTS (Continued) Page 101
Wisynco Group Limited Statement of Changes in Equity 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated)
Number of Note Shares
Share Capital $’000
Capital Reserves $’000
Retained Earnings $’000
Total $’000
1,064,632
57,927
112,323
4,546,353
4,716,603
-
-
9,118
2,298,701
2,307,819
-
-
-
1,064,632
57,927
121,441
-
-
-
-
-
1,064,632
57,927
117,097
Balance at 1 July 2015 Total comprehensive income Transactions with owners Dividends paid
12
Balance at 30 June 2016 Total comprehensive income
(4,344)
(902,091)
(902,091)
5,942,963
6,122,331
2,237,877
2,233,533
(1,204,221)
(1,204,221)
6,976,619
7,151,643
Transactions with owners Dividends paid Balance at 30 June 2017
12
101
FINANCIAL STATEMENTS (Continued) Page 102
Wisynco Group Limited Statement of Cash Flows Year ended 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 2017 $’000
2016 $’000
1,766,967
3,036,987
(2,258,648)
(859,862)
25,199
1,500
479,849
296,010
(260,295)
(197,042)
18,344
-
-
(6,500)
Dividend received
3,101
1,734
Interest received
71,736
53,966
(1,920,714)
(710,194)
Interest paid
(158,678)
(157,473)
Long-term loans repaid
(928,278)
(1,246,631)
Long-term loans received
1,900,000
1,000,000
(49,041)
(41,107)
(1,204,221)
(902,091)
Cash used in financing activities
(440,218)
(1,347,302)
(Decrease)/Increase in cash and cash equivalents
(593,965)
979,491
49,975
215,411
Cash and cash equivalents at beginning of year
3,659,435
2,464,533
Cash and Cash Equivalents at End of Year (Note 19)
3,115,445
3,659,435
Operating Activities Cash provided by operating activities (Note 25) Cash Flows from Investing Activities Purchase of property, plant and equipment Proceeds from the sale of property, plant and equipment Insurance proceeds Purchase of investments Proceeds from sale of investments Investment in subsidiary
Cash used in investing activities Cash Flows from Financing Activities
Finance leases repaid Dividend paid
Effects of changes in foreign exchange rates
The principal non-cash transaction include: (a)
Acquisition of property, plant & equipment under finance lease of $28,774,000 (2016 – $59,223,000).
102
FINANCIAL STATEMENTS (Continued) Page 103
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 1.
Identification and Principal Activities
(a) Wisynco Group Limited (the Company) is a limited liability company, incorporated and domiciled in Jamaica. The parent company is Wisynco Group (Caribbean) Limited, a Barbados International Business Company. The ultimate controlling party of the Company is Evesam Investments Holdings Limited, a company incorporated in the Cayman Islands. The registered office of the Company is located at White Marl, St Catherine.
(b) The principal activities of the Company are the bottling and distribution of water and beverages, the manufacturing of a wide range of plastic and foam packaging and disposable products for use in industry, tourism and for the retail trade, the distribution and retailing of food items.
(c) Effective 1 January 2014 Wisynco Group Limited purchased 50% of the shareholdings in Fusion Holdings Limited a company incorporated and resident in St. Lucia. 2.
Significant Accounting Policies (a) Basis of preparation These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and interpretations issued by the IFRS Interpretations Committee (IFRS IC) applicable to companies reporting under IFRS. The financial statements comply with IFRS as issued by the International Accounting Standards Board (IASB). The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain financial assets. The preparation of financial statements in conformity with IFRSs requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. Although these estimates are based on management’s best knowledge of current events and action, actual results could differ from those estimates. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in Note 4. Standards, interpretations and amendments to published standards effective in the current year Certain new standards, interpretations and amendments to existing standards have been published that became effective during the current financial year. The Company has assessed the relevance of all such new standards, interpretations and amendments and has put into effect the following IFRS, which are immediately relevant to its operations. Amendment to IAS 1, ‘Disclosure initiative’, (effective for accounting periods beginning on or after 1 January 2016). These amendments clarify the existing requirements of IAS 1 and provide additional assistance to apply judgement when meeting the presentation and disclosure requirements in IFRS. The amendment does not affect recognition and measurement. The adoption of the standard did not have any impact on the financial statements.
103
FINANCIAL STATEMENTS (Continued) Page 104
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 2. Significant Accounting Policies (Continued) (a) Basis of preparation (continued) Standards, interpretations and amendments to published standards effective in the current year (continued) IAS 16, ‘Property, plant and equipment’ and IAS 38, ‘Intangible assets, (effective for annual periods beginning on or after 1 January 2016). Both standards are amended to clarify how the gross carrying amount and the accumulated depreciation are treated where an entity uses the revaluation model. The carrying amount of the asset is to be restated to the revalued amount. The split between gross carrying amount and accumulated depreciation is treated in one of two ways. The gross carrying amount may be restated in a manner consistent with the revaluation of the carrying amount, and the accumulated depreciation is adjusted to equal the difference between the gross carrying amount and the carrying amount after taking into account accumulated impairment losses. Alternatively, the accumulated depreciation may be eliminated against the gross carrying amount of the asset. There was no impact from adoption of this amendment, as the Company does not use revenue-based depreciation or amortisation methods. Amendments to IAS 27, ‘Separate financial statements’ (effective for annual periods beginning on or after 1 January 2016). This amendment allows entities to use the equity method to account for investments in subsidiaries, joint ventures and associates in their separate financial statements. An entity can now account for investments in subsidiaries, joint ventures and associates in its separate financial statements: a) at cost; or b) in accordance with IFRS 9; or c) using the equity method as described in IAS 28. The IASB has also clarified the definition of separate financial statements. There was no impact from adoption of this amendment, as the Company has opted to continue to account for its investments in subsidiaries and associates at cost in its separate financial statements. Annual Improvements 2014, (effective for annual periods beginning on or after 1 January 2016). The amendments impact the following standards. IFRS 5 was amended to clarify that change in the manner of disposal (reclassification from "held for sale" to "held for distribution" or vice versa) does not constitute a change to a plan of sale or distribution, and does not have to be accounted for as such. The amendment to IFRS 7 adds guidance to help management determine whether the terms of an arrangement to service a financial asset which has been transferred constitute continuing involvement, for the purposes of disclosures required by IFRS 7. The amendment to IAS 19 clarifies that for post-employment benefit obligations, the decisions regarding discount rate, existence of deep market in high-quality corporate bonds, or which government bonds to use as a basis, should be based on the currency that the liabilities are denominated in, and not the country where they arise. There was no impact from adoption of these amendments and clarifications. Standards, interpretations and amendments to published standards that are not yet effective At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been issued which were not yet effective for the Company at balance sheet date, and which the Company has not early adopted. The Company has assessed the relevance of all such new standards, interpretations and amendments, has determined that the following may be relevant to its operations, and has concluded as follows:
104
FINANCIAL STATEMENTS (Continued) Page 105
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 2. Significant Accounting Policies (Continued) (a) Basis of preparation (continued) Standards, interpretations and amendments to published standards that are not yet effective (continued) IFRS 9, Financial Instruments (effective for annual periods beginning on or after 1 January 2018). This standard specifies how an entity should classify and measure financial instruments, including some hybrid contracts. It requires all financial assets to be classified on the basis of the entity's business model for managing the financial assets and the contractual cash flow characteristics of the financial asset; initially measured at fair value plus, in the case of a financial asset not at fair value through profit or loss, particular transaction costs; and subsequently measured at amortised cost or fair value. These requirements improve and simplify the approach for classification and measurement of financial assets compared with the requirements of IAS 39. They apply a consistent approach to classifying financial assets and replace the four categories of financial assets in IAS 39, each of which had its own classification criteria. They also result in one impairment method, replacing the two impairment methods in IAS 39 that arise from the different classification categories. For financial liabilities, the standard retains most of the IAS 39 requirements. The main change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity’s own credit risk is recorded in other comprehensive income rather than the income statement, unless this creates an accounting mismatch. There has been no significant change in the recognition and measurement of financial liabilities carried at amortised cost from what obtained under IAS 39. The Company is currently assessing the impact of IFRS 9. IFRS 15, 'Revenue from Contracts with Customers' (effective for accounting periods beginning on or after 1 January 2018). The IASB has published its new revenue standard, IFRS 15 'Revenue from Contracts with Customers'. The U.S. Financial Accounting Standards Board (FASB) has concurrently published its equivalent revenue standard which is the result of a convergence project between the two Boards. IFRS 15 applies to nearly all contracts with customers: the main exceptions are leases, financial instruments and insurance contracts. It specifies how and when an entity will recognise revenue. It also requires entities to provide more informative, relevant disclosures. The standard supersedes IAS 18, 'Revenue', IAS 11, 'Construction Contracts' and a number of revenue-related interpretations. Application of the standard is mandatory for accounting periods beginning on or after 1 January 2018. The Company is assessing the impact of future adoption of the standard. IFRS 16, ‘Leases’, (effective for annual periods beginning on or after 1 January 2019). In January 2016, the IASB published IFRS 16 which replaces the current guidance in IAS 17. Under IAS 17, lessees were required to make a distinction between a finance lease (on balance sheet) and an operating lease (off balance sheet) IFRS 16 now requires lessees to recognise a lease liability reflecting future lease payments and a ‘right-of-use asset’ for virtually all lease contracts. There is an optional exemption for lessees for certain short-term leases and leases of low-value assets. The Company is currently assessing the impact of IFRS 16. Amendments to IAS 12, ‘Income Taxes, (effective for annual periods beginning on or after 1 January 2017). In January 2016, the IASB published amendments to IAS 12 clarifying specifically how to account for deferred tax assets related to debt instruments measured at fair value as well as clarifying the guidance for deferred tax assets in general by adding examples and elaborating on some of the requirements in more detail. The amendments do not change the underlying principles for the recognition of deferred tax assets. The Company does not expect any significant impact on its financial statements arising from the future adoption of the amendments.
105
FINANCIAL STATEMENTS (Continued) Page 106
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 2. Significant Accounting Policies (Continued) (a) Basis of preparation (continued) Standards, interpretations and amendments to published standards that are not yet effective (continued) Amendments to IAS 7, ‘Statement of Cash Flows’, (effective for annual periods beginning on or after 1 January 2017). In January 2016, the IASB published amendments to IAS 7 to improve information about an entity's financing activities. These amendments are as part of the IASB initiative to improve presentation and disclosure in financial reports. The amendments require disclosure of information enabling users to evaluate changes in liabilities arising from financing activities including both cash and non-cash changes. The future adoption of these amendments may result in additional disclosure in the financial statements. Amendment to IFRS 15, ‘Revenue from contracts with customers’ (effective for accounting periods beginning on or after 1 January 2018). These amendments comprise clarifications of the guidance on identifying performance obligations, accounting for licences of intellectual property and the principal versus agent assessment (gross versus net revenue presentation). The IASB has also included additional practical expedients related to transition to the new revenue standard. The Company is currently assessing the impact of IFRS 15. IFRIC 22, ‘Foreign currency transactions and advance consideration’ (effective for annual periods beginning on or after 1 January 2018) This IFRIC addresses foreign currency transactions or parts of transactions where there is consideration that is denominated or priced in a foreign currency. The interpretation provides guidance for when a single payment/receipt is made as well as for situations where multiple payments/receipts are made. The guidance aims to reduce diversity in practice. It does not apply when an entity measures the related asset, expense or income on initial recognition at fair value or at the fair value of the consideration received or paid at a date other than the date of initial recognition of the non-monetary asset or non-monetary liability. Also, the Interpretation need not be applied to income taxes, insurance contracts or reinsurance contracts. The Company is currently assessing the impact of this amendment. IFRIC 23 'Uncertainty over Income Tax Treatments', (effective for annual reporting periods beginning on or after 1 January 2019).This Interpretation clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over income tax treatments. In such a circumstance, an entity shall recognise and measure its current or deferred tax asset or liability applying the requirements in IAS 12 based on taxable profit (tax loss), tax bases, unused tax losses, unused tax credits and tax rates determined applying this Interpretation. The Company is currently assessing the impact of this amendment. The Company has concluded that all other standards, interpretations and amendments to existing standards, which are published but not yet effective are either relevant to its operations but will have no material impact on adoption; or are not relevant to its operations and will therefore have no material impact on adoption; or contain inconsequential clarifications that will have no material impact when they come into effect. (b) Investment in subsidiaries and associates Investments in subsidiaries and associates are accounted for at cost less impairment. Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Cost also includes direct attributable costs of investment.
106
FINANCIAL STATEMENTS (Continued) Page 107
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 2. Significant Accounting Policies (Continued) (c) Revenue and income recognition Revenue is shown net of General Consumption Tax or applicable sales tax, returns, rebates and discounts. Revenue comprises amounts charged to customers in respect of the sale of water and beverages, plastic, foam packaging and disposable products and, general food items. Sale of goods Revenue from the sale of merchandise is recognised when significant risks and rewards of ownership of the goods are transferred to the buyer which is upon acceptance of the goods by the customer. Interest and dividend income Interest income are recorded on the accrual basis using the effective interest method. Dividends are recognised when the right to receive payments is established. Other operating income Other operating income primarily comprising rebates received and the sale of miscellaneous items is recognised as it accrues unless collectibility is in doubt. (d) Foreign currency translation Transactions and balances Foreign currency transactions are accounted for at the exchange rates prevailing at the dates of the transactions. At the year end, monetary assets and liabilities denominated in foreign currency are translated using the closing exchange rate. Exchange differences arising from the settlement of transactions at rates different from those at the dates of the transactions and unrealised foreign exchange differences on unsettled foreign currency monetary assets and liabilities are recognised in the statement of comprehensive income. Functional and presentation currency Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates (‘the functional currency’). (e) Property, plant and equipment Property, plant and equipment are stated at historical or deemed cost less depreciation. The carrying values of property, plant and equipment are written off on a straight-line basis over their expected useful lives using the following rates: Buildings Furniture, fixtures and equipment Motor vehicles Leasehold improvements
2½ - 3 ⅓% 10 - 50% 20% Shorter of the life of the lease or the useful life of the asset
Land is not depreciated. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in operating profit. Repairs and maintenance expenses are charged to profit or loss during the financial period in which they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Company. Major renovations are depreciated over the remaining useful life of the related asset. 107
FINANCIAL STATEMENTS (Continued) Page 108
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 2.
Significant Accounting Policies (Continued) (f)
Intangible assets Contracts Contracts are recorded at cost based and represents consideration paid for right to Bottler’s Agreement. This cost is amortised over the life of the contract which is 3 years.
(g) Impairment of non-current assets Property, plant and equipment and other non-current assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount, which is the higher of an asset’s net selling price and value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows. (h) Financial instruments A financial instrument is any contract that gives rise to both a financial asset in one entity and a financial liability or equity of another entity. Financial assets The Company classifies its financial assets in the following categories: at fair value through profit or loss and loans and receivables and available –for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition and re-evaluates this designation at every reporting date. Financial assets at fair value through profit or loss This category has two sub-categories: financial assets held for trading, and those designated as fair value through profit or loss at inception. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term or if so designated by management. Assets in this category are classified as current assets if they are either held for trading or are expected to be realised within 12 months of the statement of financial position date. These assets are classified as cash and short term investments and are included in current assets on the statement of financial position. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the year end. These are classified as non-current assets. Loans and receivables are classified as balances with related parties, long term receivables and trade and other receivables and are included in non-current and current assets in the statement of financial position. The particular recognition methods adopted are disclosed in the individual policy statements associated with each item. Available-for-sale Available-for-sale financial assets are non-derivatives that are either designated in this category or not classified in any other categories. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the statement of financial position date. These are classified as available-for-sale investments and are included in non-current assets. The fair value of financial instruments traded in active markets is based on quoted market prices at the statement of financial position date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by the Company is the current bid price. 108
FINANCIAL STATEMENTS (Continued) Page 109
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 2. Significant Accounting Policies (Continued) (h) Financial instruments (continued) Available-for-sale (continued) These instruments are included in level 1. Instruments included in level 1 comprise primarily JSE equity investments classified as available-for-sale. Investments intended to be held for an indefinite period of time, which may be sold in response to needs for liquidity or changes in interest rates, are classified as available-for-sale, and are included in non-current assets unless management has the express intention of holding the investment for less than twelve months from the reporting date or unless they will need to be sold to raise operating capital, in which case they are included in current assets. Purchases and sales of investments are recognised on the trade date, which is the date that the Company commits to purchase or sell the asset. The cost of purchase includes transaction costs. Available-for-sale investments are subsequently carried at fair value. Unrealised gains and losses arising from changes in the fair value of securities classified as available-for-sale are recognised in equity. The fair values of investments are based on quoted bid prices or amounts derived from cash flow models. Fair values for unlisted equity securities are estimated using applicable price/earnings or price/cash flow ratios refined to reflect the specific circumstances of the issuer. Equity securities for which fair values cannot be measured reliably are recognised at cost less impairment. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments are included in the statement of comprehensive income as gains and losses from investment securities. Financial liabilities The Company’s financial liabilities are initially measured at fair value, and are subsequently measured at amortised cost using the effective interest method. (i)
Inventories Inventories are stated at the lower of cost and net realisable value. The cost of raw materials is determined using the weighted average cost method. The cost of work in progress and manufactured finished goods is determined using standard raw material cost, plus budgeted cost of labour and factory overheads, which approximates actual cost. The cost of finished goods purchased for resale is the suppliers’ invoice price applied on a weighted average basis. Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses.
(j)
Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the profit or loss in administration and other expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited in profit or loss.
109
FINANCIAL STATEMENTS (Continued) Page 110
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 2. Significant Accounting Policies (Continued) (k) Cash and cash equivalents Cash and cash equivalents are carried on the statement of financial position at cost. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents comprise investment securities with less than 90 days maturity from the date of acquisition including cash balances, short term deposits, securities purchased under agreements to resell and bank overdrafts. (l)
Payables Payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Payables are initially recognised at fair value and subsequently stated at amortised cost.
(m) Leases Leases of property, plant and equipment where the Company has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalised at the inception of the lease at the lower of the fair value of the leased property or the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental obligations, net of finance charges, are included in non-current borrowings. The interest element of the finance cost is charged to the statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Property, plant and equipment acquired under finance leases are depreciated over the shorter of the useful life of the asset or the lease term. (n) Borrowings and borrowings costs Borrowings are recognised initially at the proceeds received, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost and any difference between net proceeds and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective yield method. General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
110
FINANCIAL STATEMENTS (Continued) Page 111
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 2.
Significant Accounting Policies (Continued) (o) Income taxes Taxation expense in the income statement comprises current and deferred tax charges. Current tax charges are based on taxable profits for the year, which differ from the profit before tax reported because it excludes items that are taxable or deductible in other years, and items that are never taxable or deductible. The Company’s liability for current tax is calculated at tax rates that have been enacted at the year end. Deferred tax is the tax expected to be paid or recovered on differences between the carrying amounts of assets and liabilities and the corresponding tax bases. Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Currently enacted tax rates are used in the determination of deferred income tax. Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. (p) Employee benefits Pension obligations The Company participates in a defined contribution plan whereby it pays contributions to a privately administered fund. Once the contributions have been paid, the Company has no further payment obligations. The regular contributions constitute net periodic costs for the year in which they are due and are included in staff costs. Termination benefits Termination benefits are payable whenever an employee’s employment is terminated before the normal retirement date or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Company recognises termination benefits when it is demonstrably committed to either terminate the employment of current employees according to a detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than twelve months after the year end are discounted to present value. Profit sharing plans A liability for employee benefits in the form of profit sharing plans is recognised when there is no realistic alternative but to settle the liability and at least one of the following conditions is met: – There is a formal plan and the amounts to be paid are determined before the time of issuing the financial statements; or – Past practice has created a valid expectation by employees that they will receive a profit sharing and the amount can be determined before the time of issuing the financial statements. Liabilities for profit sharing plans are expected to be settled within twelve months and are measured at the amounts expected to be paid when they are settled. Leave entitlements Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the balance sheet date.
111
FINANCIAL STATEMENTS (Continued) Page 112
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 2.
Significant Accounting Policies (Continued) (q) Provisions Provisions are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made. Where the Company expects a provision to be reimbursed; the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain. (r) Dividends Dividends are recorded as a deduction from equity in the period in which they are approved.
3. Financial Risk Management The Company’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Company’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s financial performance. The Company’s risk management policies are designed to identify and analyse these risks, to set appropriate risk limits and controls, and to monitor the risks and adherence to limits by means of reliable and up-to-date information systems. The Company regularly reviews its risk management policies and systems to reflect changes in markets, products and emerging best practice. The Board of Directors is ultimately responsible for the establishment and oversight of the Company’s risk management framework. The Board has established a Finance Department for managing and monitoring risks. This department is responsible for managing the Company’s assets and liabilities and the overall financial structure. It is also primarily responsible for the funding and liquidity risks of the Company. It identifies, evaluates and hedges financial risks in close cooperation with the operating units. There has been no significant change to the Company’s exposure to financial risks or the manner in which it manages and measures risk. (a) Credit risk The Company takes on exposure to credit risk, which is the risk that its customers, clients or counterparties will cause a financial loss for the Company by failing to discharge their contractual obligations. Credit risk is an important risk for the Company’s business; management therefore carefully manages its exposure to credit risk. Credit exposures arise principally from the Company’s receivables from customers and investment activities. The Company structures the levels of credit risk it undertakes by placing terms and limits on the amount of risk accepted in relation to a single counterparty or groups of related counterparties. Credit review process The Company has a credit department whose responsibility involves regular analysis of the ability of customers and other counterparties to meet repayment obligations.
112
FINANCIAL STATEMENTS (Continued) Page 113
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 3.
Financial Risk Management (Continued) (a) Credit risk (continued) Credit review process (continued) (i) Trade and other receivables The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The credit department has established a credit policy under which each customer is analysed individually for creditworthiness prior to the Company offering them a credit facility. Risky customers are required to provide a banker’s guarantee and credit limits are assigned to each customer, which represents the maximum credit allowable without approval from the credit department; these are reviewed semi-annually. The Company has procedures in place to restrict customer orders if the order will exceed their credit limits. Customers that fail to meet the Company’s benchmark creditworthiness may transact business with the Company on a prepayment basis. Customers’ credit risks are monitored according to their credit characteristics such as whether the customer is an individual or Company, industry, aging profile, and previous financial difficulties. Trade and other receivables relate mainly to the Company’s wholesale, retail and food service customers. The Company’s average credit period on the sale of goods is 30 days. The Company has provided fully for all receivables based on an estimate of amounts that would be irrecoverable, determined by taking into consideration past default experience, current economic conditions and expected receipts and recoveries once impaired. (ii) Investments The Company limits its exposure to credit risk by investing mainly in liquid securities, with counterparties that have high credit quality. Accordingly, management does not expect any counterparty to fail to meet its obligations.
113
FINANCIAL STATEMENTS (Continued) Page 114
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 3.
Financial Risk Management (Continued) (a) Credit risk (continued) Maximum exposure to credit risk 2017
2016
$’000
$’000
Receivables
1,950,799
2,443,773
Cash and short-term deposits
3,187,431
3,740,479
Available-for-sale investments
442,569
182,274
5,580,799
6,366,526
The table above represents a worst case scenario of credit risk exposure at 30 June. During the year, the Company did not renegotiate any trade receivables. (i)
Ageing analysis of trade receivables that are past due but not impaired Trade receivables that are less than three months past due are not considered impaired. As of 30 June 2017, trade receivables of $372,096,000 (2016 - $341,233,000) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:
31 to 60 days
2017 $’000 332,519
2016 $’000 292,251
60 to 90 days
39,577
38,325
-
10,657
372,096
341,233
90 days or more
(ii)
Trade receivable that are considered impaired. As of 30 June 2017, trade receivables of $33,624,000 (2016 - $33,347,000) were impaired. The amount of the provision was $33,624,000 (2016 - $33,347,000). The individually impaired receivables mainly relate to wholesalers who are in unexpected, difficult economic situations. It was assessed that a portion of the receivables is expected to be recovered. These receivables are aged over 90 days.
114
FINANCIAL STATEMENTS (Continued) Page 115
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 3.
Financial Risk Management (Continued) (a) Credit risk (continued) (ii)
Trade receivables that are considered impaired (continued) Movements on the provision for impairment of trade receivables are as follows:
At 1 July
2017 $’000 33,347
2016 $’000 37,166
Provision for receivables impairment
10,833
9,490
(10,556)
(13,309)
33,624
33,347
Bad debt recovered/written off At 30 June
The creation and release of provision for impaired receivables have been included in expenses in the statement of comprehensive income. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash. There are no financial assets other than those listed above that were individually impaired. (iii)
Credit exposure for trade receivables The following table summarises the Company’s credit exposure for trade receivables at their carrying amounts, as categorised by the customer sector: 2017 $’000
2016 $’000
Kingston & St. Andrew
695,006
462,311
South Central
193,735
193,051
North Eastern
123,348
77,605
72,938
207,609
410,483
321,549
48,406
95,251
1,543,916
1,357,376
Western Hotels & Restaurants Other Less: Provision for credit losses
(33,624) 1,510,292
(33,347) 1,324,029
The majority of trade receivables are receivable from customers in Jamaica.
115
FINANCIAL STATEMENTS (Continued) Page 116
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 3. Financial Risk Management (Continued) (b) Liquidity risk Liquidity risk is the risk that the Company is unable to meet its payment obligations associated with its financial liabilities when they fall due. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Liquidity risk management process The Company’s liquidity management process, as carried out within the Company and monitored by the Finance Department, includes: (i)
Monitoring future cash flows and liquidity on a regular basis. This incorporates an assessment of expected cash flows and the availability of high grade collateral which could be used to secure funding if required.
(ii)
Maintaining committed lines of credit;
(iii)
Optimising cash returns on investment;
The maturities of assets and liabilities and the ability to replace, at an acceptable cost, interest-bearing liabilities as they mature, are important factors in assessing the liquidity of the Company and its exposure to changes in interest rates and exchange rates. Financial liabilities cash flows The tables below summarises the maturity profile of the Company’s financial liabilities at 30 June based on contractual undiscounted payments at contractual maturity dates. Assets available to meet all of the liabilities and to cover financial liabilities include cash and short term deposits. Within 1 Month $’000
1 to 3 Months $’000
3 to 12 Months $’000
1 to 5 Years $’000
Over 5 Years $’000
Total $’000
2017 Liabilities Borrowings including finance leases Trade and other payables Due to parent company Total financial liabilities
91,129
48,812
418,681
2,046,569
156,992
2,762,183
2,441,476
417,791
-
-
-
2,859,267
-
-
272,732
-
-
272,732
2,532,605
466,603
691,413
2,046,569
156,992
5,894,182
116
FINANCIAL STATEMENTS (Continued) Page 117
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 3. Financial Risk Management (Continued) (b) Liquidity risk (continued) Financial liabilities cash flows (continued)
Within 1 Month $’000
1 to 3 Months $’000
3 to 12 Months $’000
1 to 5 Years $’000
Over 5 Years $’000
Total $’000
2016 Liabilities Borrowings including finance leases Trade and other payables Due to parent company Total financial liabilities
94,567
86,988
255,379 1,041,276
2,976,256
297,746
956
-
-
-
12,987
259,745
3,070,823
384,734
269,322 1,301,021
- 1,478,210 - 3,274,958 -
272,732
- 5,025,900
(c) Market risk The Company takes on exposure to market risks, which is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risks mainly arise from changes in foreign currency exchange rates and interest rates. Market risk is monitored by the Finance Department. Market risk exposures are measured using sensitivity analysis. (i)
Currency risk Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign exchange risk primarily with respect to the US dollar. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities. The Company manages its foreign exchange risk by ensuring that the net exposure in foreign assets and liabilities is kept to an acceptable level by monitoring currency positions. The Company further manages this risk by maximising foreign currency earnings and holding foreign currency balances. Concentrations of currency risk The Company has accounts receivable, cash and deposits net of accounts payable denominated in United States dollars, amounting to an asset of J$1,537,083,000 (2016 - J$1,945,471,000). The Company also has cash and deposits denominated in Euros, amounting to an asset of J$315,612,000 (2016 - J$93,199,000).
117
FINANCIAL STATEMENTS (Continued) Page 118
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 3. Financial Risk Management (Continued) (c) Market risk (continued) (i)
Currency risk (continued) Foreign currency sensitivity The following tables indicate the currencies to which the Company had significant exposure on their monetary assets and liabilities and forecast cash flows. The change in currency rate below represents management’s assessment of the possible change in foreign exchange rates. The sensitivity analysis represents outstanding foreign currency denominated monetary items and adjusts their translation at the year end for a reasonably expected change in foreign currency rates. The sensitivity of the profit was primarily as a result of foreign exchange gains and losses on translation of trade receivables and payables.
Effect on % Change in Profit Currency Rate before Taxation
% Change in Currency Rate
Effect on Profit before Taxation
2017 $’000
%
2016 $’000
% Currency: USD
+1%
(15,371)
+1%
(19,455)
USD
-6%
92,225
-6%
116,728
EURO
+1%
(3,156)
+1%
EURO
-6%
18,937
-6%
(932) 5,592
118
FINANCIAL STATEMENTS (Continued) Page 119
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 3. Financial Risk Management (Continued) (c) Market risk (continued) (ii)
Interest rate risk Interest rate risk is the risk that the value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Floating rate instruments expose the Company to cash flow interest risk, whereas fixed interest rate instruments expose the Company to fair value interest risk. The Company’s interest rate risk policy requires it to manage interest rate risk by maintaining an appropriate mix of fixed and variable rate instruments. The policy also requires it to manage the maturities of interest bearing financial assets and interest bearing financial liabilities. The following tables summarises the exposure to interest rate risk. It includes the financial instruments at carrying amounts, categorised by the earlier of contractual repricing or maturity dates.
Within 1 Month $’000
1 to 3 Months $’000
3 to 12 Months $’000
1 to 5 Years $’000
Over 5 Years $’000
NonInterest Bearing $’000
Total $’000
2017 Assets Available-for-sale investments
-
184,386
258,183
-
-
35,269
477,838
Receivables
-
-
-
-
- 1,950,799
1,950,799
Cash and short-term deposits
2,238,706
948,254
-
-
-
471
3,187,431
Total financial assets
2,238,706
1,132,640
258,183
-
- 1,986,539
5,616,068
75,499
18,131
288,839
1,620,989
152,000
-
2,155,458
2,441,476
417,791
-
-
-
-
2,859,267
Due to parent company
-
-
259,745
-
-
-
259,745
Total financial liabilities
2,516,975
435,922
548,584
1,620,989
152,000
-
5,274,470
Total interest repricing gap
(278,269)
696,718
(152,000) 1,986,539
341,598
Liabilities Borrowings Trade and other payables
(290,401) (1,620,989)
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FINANCIAL STATEMENTS (Continued) Page 120
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 3.
Financial Risk Management (Continued) (c) Market risk (continued) (ii)
Interest rate risk (continued) Within 1 Month $’000
1 to 3 Months $’000
3 to 12 Months $’000
1 to 5 Years $’000
Over 5 Non-Interest Years Bearing $’000 $’000
Total $’000
2016 Assets Available-for-sale investments
-
-
182,274
-
-
47,152
229,426
Receivables
-
-
-
-
-
2,449,914
2,449,914
Cash and short-term deposits
2,134,481
1,605,527
-
-
-
471
3,740,479
Total financial assets
2,134,481
1,605,527
182,274
-
-
2,497,537
6,419,819
93,807
61,276
185,929
872,049
-
-
1,213,061
2,985,558
297,746
8,870
-
-
-
3,292,174
Due to parent company
-
-
-
259,745
-
-
259,745
Total financial liabilities
3,079,365
359,022
194,799
1,131,794
-
-
4,764,980
Total interest repricing gap
(944,884)
1,246,505
(12,525)
(1,131,794)
-
2,497,537
1,654,839
Liabilities Borrowings Trade and other payables
Interest rate sensitivity The Company has no significant sensitivity to interest rate risk as all borrowings are at fixed rates.
(d)
Capital management The Board’s policy is to maintain a strong capital base to maintain customer, creditor and other stakeholder confidence, and to sustain future development of the business. The Board of directors monitors the return on capital, which is defined as total shareholders’ equity. The Company is not subject to any externally imposed capital requirements.
120
FINANCIAL STATEMENTS (Continued) Page 121
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 3. Financial Risk Management (Continued) (e)
Fair value estimation
Financial instruments that are measured in the statement of financial position at fair value are classified by level in one of the following fair value measurement hierarchy:
Level 1 includes those instruments which are measured based on quoted prices in active markets for identical assets or liabilities.
Level 2 includes those instruments which are measured using inputs other than quoted prices within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3 includes those instruments which are measured using valuation techniques that include inputs for the instrument that are not based on observable market data (unobservable inputs).
The Company’s financial instruments classified as available-for-sale investments are disclosed in (Note 16). Unquoted available-for-sale investments are classified as level 2 and quoted instruments are classified as level 1. The amounts included in the financial statements for cash and short-term deposits, receivables, payables, short-term loans and due to parent company reflect their approximate fair values because of the short-term maturity of these instruments. The fair value of long term borrowings approximates carrying value as the contractual cash flows are at current market interest rates that are available to the Company for similar financial instruments.
4. Critical Accounting Judgements and Key Sources of Estimation Uncertainty Judgements and estimates are continually evaluated and are based on historical experience and other factors, including expectation of future events that are believed to be reasonable under the circumstances.
(a) Critical judgements in applying the Company’s accounting policies In the process of applying the Company’s accounting policies, management has not made any judgements that would cause a significant impact on the amounts recognised in the financial statements.
(b) Key sources of estimation uncertainty The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Income taxes Estimates are required in determining the provision for income taxes. There are some transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for possible tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Provision for impairment of trade receivables Periodically, the Company assesses the collectibility of its trade receivables. Provisions are created or increased as described in Note 2(j). This, however, does not necessarily mean that the Company will collect the total remaining unimpaired balance, as some balances that are estimated to be collectible at period end may subsequently go bad. 121
FINANCIAL STATEMENTS (Continued) Page 122
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 5. Other Operating Income 2017 $'000 8,315
2016 $'000 13,100
Discount received
33,339
27,468
Rebates
28,403
25,818
1,524
(6,232)
Bad debts recovered
Gain/(loss) on disposal of property, plant and equipment Insurance proceeds – warehouse
479,849
296,010
-
1,138,886
Insurance proceeds – inventory claim Insurance proceeds – business interruption Other
156,623
-
28,743
34,995
736,796
1,530,045
During prior year, the Company had a fire incident which resulted in impairment losses in the amount of $1,317,390,000. The related insurance proceeds represents funds received for business interruption, loss of warehouse building, solar panels and inventory totalling $636,472,000 (2016- $1,434,896,000).
6. Expenses by Nature
Advertising costs Audit fees Bad debt expense Commissions and discounts Cost of inventory recognised as expense Delivery and motor vehicle expense Insurance Impairment relating to fire Property expenses, including depreciation Royalties Staff costs (Note 7) Utilities Directors fees Other operating expenses
2017 $'000 856,899
2016 $'000 752,647
8,486
8,335
12,526
10,445
178,219
179,593
10,814,186
9,401,328
1,164,176
825,233
153,360
83,583
-
1,317,390
1,354,946
1,195,863
16,319
7,612
3,217,534
2,838,249
579,670
463,588
18,000
18,000
1,076,272
818,665
19,450,593
17,920,531
122
FINANCIAL STATEMENTS (Continued) Page 25
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 7. Staff Costs 2017
2016
$'000
$'000
2,609,428
2,285,916
Statutory contributions
279,539
257,457
Pension contributions (Note 26)
101,866
91,350
1,115
6,566
225,586
196,960
3,217,534
2,838,249
Wages and salaries
Termination costs Other
8. Finance Income 2017
2016
$'000
$'000
Dividend income
3,101
1,734
Interest income
71,736
53,966
Gain on sale of investment
10,805
-
Foreign exchange gains
74,323
68,647
159,965
124,347
9. Finance Costs 2017
2016
$'000
$'000
158,678
142,399
11,068
4,369
169,746
146,768
Interest expense Bank borrowings and finance leases Finance charges and non interest fees
123
FINANCIAL STATEMENTS (Continued) Page 26
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 10. Taxation The taxation charge is computed on the profit for the year, adjusted for tax purposes, and comprises income tax at 25% (2016 - 25%): 2017
2016
$'000
$'000
Current income tax
416,794
720,992
Deferred income tax (Note 24)
(38,900)
12,362
Adjustment to prior year estimate
(91,582)
(31,271)
286,312
702,083
The tax on the Company’s profit differs from the theoretical amount that would arise using the statutory tax rate as follows: 2017 Profit before tax Tax calculated at applicable tax rate
2016
$’000
$’000
2,524,189
3,000,784
631,047
750,196
(139,752)
(11,207)
Adjusted for the effects of: Income not subject to tax Expenses not deductible for tax purposes
19,919
36,616
Adjustment to prior year estimate – current tax
(91,582)
(31,271)
Adjustment to prior year estimate – deferred tax
(55,226)
7,326
Tax credit
(78,880)
(50,087)
786
510
286,312
702,083
Other Tax charge
11. Earnings per Share Earnings per share is calculated on net profit and is based on the weighted average number of ordinary shares in issue during both years.
Net profit attributable to ordinary shareholders ($’000) Weighted average number of ordinary shares in issue (‘000) Basic earnings per share
2017
2016
2,237,877
2,298,701
1,065
1,065
$2,101.29
$2,158.40
124
FINANCIAL STATEMENTS (Continued) Page 27
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 12. Related Party Transactions and Balances The following companies are related parties by virtue of: Being subsidiaries of the Company: Seville Development Corporation Limited Wisynco Foods Limited Indies Insurance Company
Holding shares in the company: Wisynco Group Caribbean Limited Caribbean Bottlers Limited
Associate: Fusion Holdings Limited and its major subsidiaries, Trade Winds Citrus Limited and United Estates Limited. Affiliate: Affiliates comprise companies over which the Company has control. The Company entered into the following significant transactions with related parties during the year:
(a) Transactions 2017
2016
$’000
$’000
618,780
525,303
2,771,089
2,650,424
2,364
1,942
314
536
12,987
12,987
Sales Wisynco Foods Limited Purchases Trade Winds Citrus Limited Wisynco Foods Limited Interest expense Seville Development Corporation Limited Wisynco Group Caribbean Limited
2017
2016
$’000
$’000
3,133
2,855
16,319
7,612
Rebates – Wisynco Foods Limited Royalties Trade Winds
125
FINANCIAL STATEMENTS (Continued) Page 28
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 12. Related Party Transactions and Balances (Continued) (b) Year-end balances Receivables (Note 18)
2017
2016
$’000
$’000
117,337
77,141
29,869
20,836
1,975
815
149,181
98,792
Receivables from subsidiary Wisynco Foods Limited Receivable from Associate Trade Winds Citrus Receivables from affiliates Included in receivables and prepayments Payables (Note 20)
2017
2016
$’000
$’000
26,928
27,250
Indies Insurance Company
339
359
Wisynco Foods Limited
311
51
27,578
27,660
391,522
291,377
361
65
Wisynco Group Caribbean Limited
38,000
48,100
Included in trade and other payables
457,461
367,202
Payables to subsidiaries Seville Development Corporation Limited
Payables to associate Trade Winds Citrus Limited Payable to director Payables to parent company -
126
FINANCIAL STATEMENTS (Continued) Page 29
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 12. Related Party Transactions and Balances (Continued) (c) Key management compensation
Salaries and other short-term employee benefits
2017 $’000
2016 $’000
177,923
120,500
Statutory contributions
9,064
8,471
Pension benefits
7,418
6,805
194,405
135,776
194,405
135,776
18,000
18,000
2017
2016
$’000
$’000
At beginning of year
259,745
259,745
Payments made
(11,039)
(11,039)
Interest charged
11,039
11,039
259,745
259,745
Directors’ emoluments – Management remuneration (included above) Fees
(d) Loans from related parties
Wisynco Group (Caribbean) Limited -
Included in non-current borrowings (Note 21)
(e) Dividends of US$8.56 (2016 - US$6.94) per share were paid to shareholders amounting to $1,204,221,000 (2016 - $902,091,000).
127
FINANCIAL STATEMENTS (Continued) Page 30
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 13. Property, Plant and Equipment
Land and Buildings $’000
Furniture, Fixtures & Equipment
Motor Vehicles
Leasehold Improvements
Total
$’000
$’000
$’000
$’000
3,585,907
237,969
19,066
5,235,791
454,263
Cost At 1 July 2015
1,392,849
Additions
315,118
149,704
-
919,085
Disposals
-
-
(8,780)
-
(8,780)
(213,445)
(106,128)
-
-
(319,573)
At 30 June 2016
1,494,522
3,934,042
378,893
19,066
5,826,523
Additions
1,454,011
701,169
132,242
-
2,287,422
Disposals
(763)
(43,106)
(2,100)
(34)
2,947,770
4,592,105
509,035
19,032
8,067,942
103,800
19,032
2,369,170
Impairment
At 30 June 2017
(46,003)
Depreciation At 1 July 2015 Charge for the year
342,686
1,903,652
42,920
31,534
-
-
-
(1,048)
-
(1,048)
Impairment
(114,211)
(26,858)
-
-
(141,069)
At 30 June 2016
271,395
2,254,229
134,286
19,032
2,678,942
46,336
431,640
58,831
-
536,807
(2,100)
-
(22,328)
191,017
19,032
3,193,421
318,018
-
4,874,521
244,607
34
3,147,581
Relieved on disposal
Charge for the year Relieved on disposal At 30 June 2017
377,435
(636) 317,095
(19,592) 2,666,277
451,889
Net Book Value 30 June 2017 30 June 2016
2,630,675 1,223,127
1,925,828 1,679,813
128
FINANCIAL STATEMENTS (Continued) Page 31
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 14. Intangible Assets Contracts $’000 At Cost At 1 July 2015 , 2016 and 30 June 2017
41,900
Amortisation At 1 July 2015 , 2016 and 30 June 2017
41,900
Net Book Value 30 June 2017
-
30 June 2016
-
15. Investment in Subsidiaries and Associates 2017
2016
$’000
$’000
32,303
32,303
120,756
120,756
11,375
11,375
164,434
164,434
429,498
429498
2017 $’000
2016 $’000
At beginning of year
229,426
23,266
Additions
260,295
197,042
Subsidiaries Seville Development Corporation Limited – 85% 323,981 (2016 – 323,981) Ordinary shares, fully paid Wisynco Foods Limited – 100% 1,000 (2016– 1,000) Ordinary shares, fully paid Indies Insurance Company – 100% 50,000 Ordinary shares, fully paid
Associates Fusion Holdings Limited
16. Available-for-Sale Investments
Disposals Fair value gains charged to fair value reserve
(7,539)
-
(4,344)
9,118
Current portion
(184,386)
-
At end of year
293,452
229,426
35,269
47,152
258,183
182,274
Quoted Unquoted
129
FINANCIAL STATEMENTS (Continued) Page 32
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 17. Inventories 2017
2016
$’000
$’000
Raw materials
744,971
480,939
Finished goods
139,745
105,084
Merchandise for resale
622,679
420,581
1,507,395
1,006,604
Less: Provision for obsolete inventories
(29,780) 1,477,615
Goods-in-transit
(24,517) 982,087
462,767
595,244
1,940,382
1,577,331
18. Receivables and Prepayments
Trade receivables Less: Provision for doubtful debts Trade receivables, net
2017
2016
$’000
$’000
1,543,916
1,357,376
(33,624)
(33,347)
1,510,292
1,324,029
27,811
11,220
Receivables from related parties (Note 12(b))
149,181
98,792
Principal receivables
238,275
267,004
53,051
753,948
1,978,610
2,454,993
Prepayments
Other receivables
130
FINANCIAL STATEMENTS (Continued) Page 33
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 19. Cash and Cash Equivalents 2017 Cash and bank balances Short-term deposits Bank overdrafts (Note 21)
2016
$’000
$’000
915,149
949,237
2,272,282
2,791,242
3,187,431
3,740,479
(71,986) 3,115,445
(81,044) 3,659,435
The weighted average effective interest rates on cash and short-term bank deposits at the year-end are as follows:
Short-term deposits – J$ US$
2017
2016
%
%
6.00
5.22
2.25
2.3
20. Trade and Other Payables 2017 Trade payables Statutory contributions payable
2016
$’000
$’000
1,797,567
1,902,106
47,464
56,627
Accrued expenses
411,959
559,497
Insurance payable
121,549
119,432
Payables to related parties (Note 12 (b))
457,461
367,202
Other payables
257,489
358,653
3,093,489
3,363,517
131
FINANCIAL STATEMENTS (Continued) Page 34
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 21. Borrowings (a) Composition of borrowings 2017
2016
$’000
$’000
2,022,222
1,050,500
Finance leases
61,250
81,517
Bank overdraft
71,986
81,044
2,155,458
1,213,061
259,745
259,745
2,415,203
1,472,806
(71,986)
(81,044)
Total borrowings Bank loans Long term
Related party loans Current Bank overdraft (Note 19) Current portion of finance leases
(38,039)
(41,190)
Current portion of long term loans
(272,444)
(218,778)
Related party loans
(259,745)
-
Total current borrowings
(642,214)
(341,012)
1,772,989
1,131,794
Non-current borrowings
132
FINANCIAL STATEMENTS (Continued) Page 35
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 21. Borrowings (Continued) (a) Composition of borrowings (continued) 2017
2016
$’000
$’000
Non-current Bank of Nova Scotia (9.55%, 2016) MF&G Trust (10% - 11.5%) National Commercial Bank (8.75% -9.563%, 2018-2023) Wisynco Group Caribbean Limited (Note 12(d)) Less: Current portion
-
8,333
61,250
81,517
2,022,222
1,042,167
259,745
-
2,343,217
1,132,017
(570,228)
(259,968)
1,772,989
872,049
-
259,745
1,772,989
1,131,794
Related party loan Wisynco Group Caribbean Limited (Note 12(d))
Non-current borrowings All loans held by the company are unsecured. The loan from Wisynco Group (Caribbean) Limited represents promissory notes which were issued in consideration for the transfer of the investments in subsidiaries to the company in 2003. They attract interest at 5% per annum and were repayable in 2011. Management was granted an extension to repay the balance in the fiscal year ending 30 June 2017. The balance is expected to be repaid prior to the end of next fiscal year ending 30 June 2018.
133
FINANCIAL STATEMENTS (Continued) Page 36
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 21. Borrowings (Continued) (a) Composition of borrowings (continued) Finance lease liabilities – minimum lease payments 2017
2016
$’000
$’000
Not later than 1 year
42,339
47,447
Later than 1 year and not later than 5 years
24,323
43,403
66,662
90,850
Future finance charges on finance leases
(5,412)
(9,333)
Present value of finance lease liabilities
61,250
81,517
The present value of the finance lease liabilities is as follows: 2017
2016
$’000
$’000
Not later than 1 year
38,039
41,190
Later than 1 year and not later than 5 years
23,211
40,327
61,250
81,517
(b) Interest rate risk exposure The weighted average effective interest rates on borrowings at the year-end were as follows: 2017
2016
%
%
Current Bank overdraft Other
10.00
10.00
8.75 – 9.56
9.25 – 10.61
8.75 - 9.56
9.25 – 10.61
10.00 – 11.00
10.00 – 11.50
5.00
5.00
Non-current Bank borrowings Finance leases Loans from related parties
134
FINANCIAL STATEMENTS (Continued) Page 37
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 22.
Share Capital 2017
2016
$’000
$’000
57,927
57,927
Authorised – 1,100,000 (2016 – 1,100,000) Ordinary shares Issued and fully paid – 1,064,632 (2016 – 1,064,632) Ordinary shares at no par value
23. Capital Reserve 2017
2016
$'000
$'000
Realised gains
24,998
24,998
Unrealised surplus on revaluation of land and buildings
72,740
72,740
Fair value gains on available-for-sale investments
19,359
23,703
117,097
121,441
Realised gains This represents realised gains on sale of assets. Unrealised surplus on revaluation of land and building This represents freehold land and buildings which were valued in 1993 by Stoppi Cairney Bloomfield and the resulting revaluation surplus of $126,400,000 was credited to capital reserve. The revalued amounts were used as the deemed cost of these assets, upon transition to IFRS. Fair value gains on available-for-sale investments This represents the fair value of quoted equity instruments.
24. Deferred Income Taxes Deferred income taxes are calculated in full on temporary differences under the liability method using a principal tax rate of 25% (2016 – 25%). The movement on the deferred income tax account is as follows: 2017
2016
$’000
$’000
At the beginning of the year
252,465
240,103
(Credited)/charged to income profit or loss (Note 10)
(38,900)
12,362
At end of year
213,565
252,465
135
FINANCIAL STATEMENTS (Continued) Page 38
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 24. Deferred Income Taxes (Continued) The movement in deferred tax assets and liabilities during the year is as follows: Deferred tax liabilities
Finance lease
Excess of Capital Allowances over Depreciation
Unrealised Foreign Exchange Gain
Total
$’000
$’000
$’000
$’000
At 1 July 2015
10,524
256,564
7,608
274,696
Charged/(credited) to profit or loss
24,323
(33,947)
2,894
(6,730)
At 30 June 2016
34,847
222,617
10,502
267,966
Charged/(credited) to profit or loss
(34,847)
13,101
(3,263)
(25,009)
235,718
7,239
242,957
At 30 June 2017
-
Deferred tax assets
Accrued Vacation At 1 July 2015 Credited/(charged) to profit or loss At 30 June 2016 Credited/(charged) to profit or loss At 30 June 2017
Finance Lease
Unrealised Foreign Exchange Losses
Interest Payable
Total
$’000
$’000
$’000
$’000
$’000
24,808
-
6,017
3,768
34,593
(15,774)
-
450
(3,768)
(19,092)
9,034
-
6,467
-
15,501
(1,638)
15,312
217
-
13,891
7,396
15,312
6,684
-
29,392
The amounts shown in the statement of financial position include the following to be recovered or settled after more than twelve months:
Deferred tax assets to be recovered Deferred tax liabilities to be settled
2017
2016
$'000
$'000
15,312
-
235,718
257,464
136
FINANCIAL STATEMENTS (Continued) Page 39
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 24. Deferred Income Taxes (Continued) Deferred income tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate offsetting, are shown in the statement of financial position 2017 $’000 Deferred tax assets
-
2016 $’000 -
Deferred tax liabilities
(213,565)
(252,465)
At end of year
(213,565)
(252,465)
25. Cash Provided by Operating Activities Cash provided by operating activities includes the following amounts:
Net profit from operations
2017
2016
$'000
$'000
2,237,877
2,298,701
536,807
451,889
Items not affecting cash: Depreciation (Gain)/loss on sale of property, plant and equipment Gain on fire claim Impairment in relation to fire
(1,524) (636,472) -
Interest income
(71,736)
Gain on disposal of investments
(10,805)
Dividend income
(3,101)
6,232 (1,434,896) 1,317,390 (53,966) (1,734)
Interest expense
158,678
142,399
Taxation expense
286,312
702,083
Exchange gain on foreign currency balances
(25,819) 2,470,217
(140,301) 3,287,797
Changes in operating assets and liabilities: Inventories Receivables and prepayments Trade and other payables Cash generated from operations Insurance proceeds Taxation paid Cash provided by operating activities
(363,051) 480,375 (298,176)
(1,288,380) (269,013) 1,116,228
2,289,365
2,846,632
156,623
655,350
(679,021)
(464,995)
1,766,967
3,036,987 137
FINANCIAL STATEMENTS (Continued) Page 40
Wisynco Group Limited Notes to the Financial Statements 30 June 2017 (expressed in Jamaican dollars unless otherwise indicated) 26. Pension Scheme The Company participates in a defined contribution pension plan administered by Sagicor Life Jamaica Limited. Members contribute 5% of pensionable earnings which is matched by the employer. The employer also matches additional voluntary contributions, not exceeding 5%, made by members aged 45 and over who have 10 or more years of service. Pension contributions for the year was $101,866,000 (2016 - $91,350,000) and are included in staff costs (Note 7).
27. Subsequent Events (a) The Company was approved for a loan in October 2017 with the Bank of Nova Scotia Jamaica Limited for $725 million to facilitate the purchase and installation of new machinery for the bottling plant. To date no drawdown has taken place. (b) On 19 October 2017, the Board of Directors approved an interim dividend in respect of 2018 of US$7.52 per ordinary share to shareholders on record as at that date.
138
14. RISK FACTORS In addition to other information in this Prospectus, the following risk factors should be considered carefully in evaluating the Company’s business. The Company’s business, financial condition or results of operations could be materially and adversely affected by any of these risks. The risks mentioned in this Section are not to be taken as being exhaustive of all the possible risks that may affect the Company and its business. Readers are therefore requested to exercise their own judgement in assessing various risks associated with the Company. The Board of Directors is ultimately responsible for the establishment and oversight of the risk management framework. The Board has established an Audit & Risk Committee for managing and monitoring risks. In addition, the Executive Management Committee of the Company actively manages the risks associated with the Company’s operations. BUSINESS RISKS The Company’s business depends substantially on consumer tastes and preferences that may change in often unpredictable ways. Failure to satisfy changing consumer preferences could adversely affect the profitability of the Company’s business. As it deems appropriate, the Company invests in formal and informal consumer research to predict as best as it can such changes and put in place plans to minimize any negative effect on the business. The Company’s success also depends in large part on its ability to maintain consumer confidence in the safety and quality of all its products. The Company has rigorous product safety standards and quality controls and also applies an ISO 9001 quality management system which enhance production safety and reduces the risks of its operations. However, if beverage products taken to market are or become contaminated or adulterated, the Company may be required to conduct product recalls and may become subject to product liability claims and negative publicity, which would cause its business to suffer. The Company insures itself against consumer liability. Global health and wellness trends over the past several years have resulted in a shift from sugar sparkling beverages to other alternatives. This trend is likely to impact Jamaica in the medium to long-term period. Consumers, public health officials, public health advocates and government officials are becoming increasingly concerned about the public health consequences associated with obesity, particularly among young people. The production and marketing of beverages are subject to the rules and regulations of various regulatory bodies and other local, regional and international health agencies. The Company has a strong presence of zero sugar and low sugar alternatives in its product portfolio to mitigate the negative impact of further shift away from sweetened products. In addition, regulatory actions, activities by nongovernmental organizations, public debate and concerns about perceived negative safety and quality consequences of certain ingredients in the Company’s products, such as nonnutritive sweeteners, may erode consumers’ confidence in the safety and quality of the Company’s products, whether or not justified, and could result in additional governmental regulations. The possible negative implications for the Company could be a reduction in demand, possible new taxes and in the remote case possible litigation, which could affect the Company’s profitability. However, the Company is constantly reinventing itself as proven innovators to adapt to current and future market changes. REGULATORY RISKS Concerns about limited natural resources, pollution and waste, and clean water and air have become global in scope. As a result, there has also been increased lobbying for environmental regulations that may change the design, manufacture, use, and disposal activity of products in many industries. Specifically in the case of Jamaica, it is possible that potential regulations may be introduced that may result in the Company changing the raw material source of its Sweet brand of packaging (Styrofoam products), which is likely to increase production costs.
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RISK FACTORS (Continued) To mitigate this risk, the Company is investing in research and development activities to explore the creation of products that will ensure the balance between profitability and regulatory compliance. In addition, the Company remains committed to historical activity of promoting sustainable manufacturing activities including the use of EcoFoam and its recycling initiatives. COMPLIANCE RISK The Company also relies on its ability to procure various regulatory licences, registrations and permits for its manufactured goods and imported ingredients. If for any reason the Company is not able to procure new reissued regulatory licences, registrations permits in its name, or renewals of them, its business would be in breach of the relevant regulatory regimes and the Company and/or its officers could be subject to penalties or prosecution. Currently, the Company is in compliance with its existing licenses and regulations in all material respects. SUPPLIERS AND BRANDS SWITCHING RISK The successful operations of the Company depend on its ability to procure certain products from key suppliers including distribution partners. There is a risk that some of these suppliers and brands may choose other parties to distribute their products. If such relationships were terminated or impaired, the Company’s turnover and profits would suffer in the short to medium-term while it takes steps to increase sales of its other products, develop alternative products, and attract and build relationships with other key partners. It should be noted that the Company’s owned branded products account for approximately 46% of its sales, but more importantly, no single non-related-party brand portfolio accounts for more than 12% of revenue. The Company is also in good standing with all its third-party brand owners. OPERATIONAL RISK The Company is subject to the risk of loss resulting from disruptions to its business, inadequate or failed internal processes, people and systems, or from external events (including severe weather, other Acts of God, social unrest or insurrection). This definition also includes systemic risk (including the risk of accounting errors, failure to procure appropriate insurance coverage, and compliance failures), legal risk and reputation risk. This catch-all category of risks also includes employee errors, computer and manual systems failures, security failures, fire, floods or other losses to physical assets, and fraud or other criminal activity or any other risk that affects the volume of visitor arrivals to the island. The Company carries standard business insurance policies that cover business interruption and property damages due to fire, flood or other routine risks. The Company also carries normal third-party insurance such as public liability and is exploring possibility to carry director’s indemnity insurance. PRODUCT STANDARDS RISK Significant additional labelling or warning requirements may inhibit sales of affected products. The Bureau of Standards in Jamaica or other relevant regulatory bodies occasionally propose major changes to the nutrition labels required on all packaged foods and beverages, including those for most of the Company’s products. If the proposed changes are adopted, the Company and its competitors will be required to overhaul nutrition labels, including updating serving sizes, information about total calories in a beverage product container and information about any added sugars or nutrients. Pervasive nutrition label changes could increase the Company’s costs and could inhibit sales of one or more of the Company’s major products. The Company does not anticipate such changes will occur in the short to medium-term and does not see this having a major impact on financial performance but could have an impact on operational packaging activities. KEY PERSONNEL AND PARTNERS It is important that the Company attracts and retains appropriately skilled personnel, including management and Executive Directors of the Company, who specialize in distinct areas of the Company’s management. In Jamaica, there are a limited number of persons with the requisite skills, knowledge and experience required by the Company. In respect of senior managers and key Executive Directors (who are long-standing employees for several years and also shareholders) there is expected to be no change in the near future. Furthermore, the primary purpose of the 140
RISK FACTORS (Continued) ESOP plan outlined in Section 8 of this Prospectus and also the creation of the Employee’s Reserve Shares is to ensure that critical talents are retained and motivated. The Company relies on its key and on-going business relationships with customers and suppliers. If the Company’s relationship with any of these parties is disrupted or terminated for any reason, the Company would have to identify new customers and suppliers. However, this risk may be mitigated by the Company’s policy of creating and maintaining symbiotic relationships with its key partners and by seeking to provide itself with the components of its products by investing in integrated businesses. Furthermore, Wisynco’s customer base is highly diversified with no single customer representing more than 7% of overall sales. In addition, the creation of Strategic Investor Shares is to mitigate against this risk. CLIMATE CONDITION RISK Natural disasters, changing weather patterns and unfavourable weather could negatively impact the Company’s future profitability. Natural disasters or unfavourable weather conditions in the geographic regions in which the Company operates could have an adverse impact on the Company’s revenue and profitability. For instance, unusually cold or rainy weather during the summer months may have a temporary effect on the demand for the Company’s products and contribute to lower sales, which could adversely affect the Company’s profitability for such periods. Prolonged drought conditions could lead to restrictions on water use, which could adversely affect the Company’s cost and ability to manufacture and distribute products. Changing weather patterns, along with the increased frequency or duration of extreme weather and climate events could impact some of the Company’s facilities or the availability and cost of key raw materials used by the Company in production. In addition, legislative and regulatory initiatives proposed by the various regulatory bodies could directly or indirectly affect the Company’s production, distribution and packaging, the cost of raw materials, fuel, ingredients and water, which would impact the Company’s profitability. The Company continually seeks advice and conducts research as necessary to mitigate these risks and balance them with consumer demands for conveniently packaged and priced products. GENERAL ECONOMIC AND MARKET CONDITIONS The Company is also subject to the risks presented by potential shifts in the local and international macroeconomic environment and their impact on variables such as business and consumer confidence. Any major changes in the Jamaica’s macroeconomic environment may negatively affect the operations and financial performance of the Company. According to the International Monetary Funds' Economic Outlook Database as at October 2017 (http://www.imf.org/), Jamaica's GDP's yearly growth rate is expected to move from 1.3% in 2016 to 2.8% by 2022, while the country's Gross Debt-to-GDP is expected to decrease significantly from approximately 107% to 74%. Unemployment rates are also expected to decrease from approximately 12% in 2017 to 9.5% in 2022. Inflation rates however are expected to rise to a rate of approximately 5.4% by 2022 (currently 3.4%). FUEL PRICE VOLATILITY Increases in fuel prices or the inability of the Company to secure adequate supplies of fuel could have an adverse impact on the Company’s profitability. The Company uses significant amounts of fuel for its delivery fleet and other vehicles used in the distribution of its products. International or domestic geopolitical or other events could impact the supply and cost of fuel and could impact the timely delivery of the Company’s products to its customers. Although the Company strives to reduce fuel consumption and when and if it deems appropriate has in the past used commodity hedges to manage the Company’s fuel costs, there can be no assurance the Company will succeed in limiting the impact of fuel price volatility on the Company’s business or future cost increases, which could reduce the profitability of the Company’s operations. Based on the NYMEX Light Crude Oil Index (http://futures.tradingcharts.com), Crude Oil prices are expected to move from current price of 55.28 to 51.70 in December 2022.
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RISK FACTORS (Continued) GEOGRAPHIC CONCENTRATION RISK The business model and scale of the Company is not geographically diversified, resulting in heavy concentration on the Jamaican economy and also currency risks. The Company’s vision, as articulated in Section 7, is to use the proceeds from the IPO to manage this risks through expansion (regionally and internationally). The Company is taking steps to increase the markets which it distributes to and to have a stronger presence in other countries within the Caribbean, the United States and the United Kingdom. The Company has recently invested in additional beverage production capacity of approximately 40% with the strategic goal to increase export sales with the aim of diversifying geographically. NEW ACCOUNTING RULES OR STANDARDS The Company may become subject to new accounting rules or standards that differ from those that are presently applicable. Such new accounting rules or standards could require significant changes in the way the Company currently reports its financial position, operating results or cash flows. Such changes could be applied retrospectively. This is a risk that is not faced by the Company alone but also, by any trading business operating in Jamaica. In respect of new standard on leases (for example IFRS 16), this is not expected to have a significant impact as the Company already accounts for most leases as finance leases. See Note 2 of the Audited Financial Statements for expected changes in Significant Accounting Policies and potential impact, if any. TAXATION OF LISTED SHARES Transfers of any ordinary shares on the JSE are exempt from transfer tax and stamp duty in Jamaica. Dividends received by a shareholder in the Company may or may not be subject to tax in the country where the shareholder is resident. Each prospective shareholder should consult with an independent adviser as to the rate of taxes that is applicable to the shareholder. RISKS IN RELATION TO FIRST ISSUE This being the first public issue of Shares by the Company, no formal market for the Shares has been established. The Subscription Price for each of the Shares has been determined by the Directors on the advice of NCB Capital Markets Limited as lead broker and financial adviser to the Company. The Subscription Price should not be taken to be indicative of the market price of the Shares after they are listed on the JSE. No assurance can be given regarding active or sustained trading in either the Shares of the Company or regarding the price at which either of the Shares will be traded subsequent to listing of the Shares on the JSE. LISTING There is also no assurance that the Shares will remain listed on the Main Market of the JSE. Although it is currently intended that the Shares will remain listed on the JSE, there is no guarantee of the continued listing of the Shares. Among other factors, the Company may not continue to satisfy any future listing requirements of the JSE. Shareholders will not be able to sell their Shares on the JSE if the Shares are no longer listed. RISKS RELATING TO MARKETABILITY OF SHARES The Shares, even if listed on the JSE, may not be readily saleable and shareholders who may want to “cashout” may not be able to do so or may only be able to do so at a discount. TRADING PRICES AND OTHER VOLATILITY The trading price of the Shares may fluctuate significantly after their listing on the JSE (or irrespective of it). The Shares may experience flat trading, being very infrequent or insignificant volumes of trading, either of which may extend beyond the short term and which may be dependent on the Company’s financial performance, as well as on investors’ confidence and other factors over which the Company has no control. In either case, the market price of the Shares may be negatively affected or constrained from growing. Also, the JSE is relatively small and the market in the Shares is expected to be relatively thin compared to larger capital markets, trades in small quantities of either or both of the Company’s Shares can trigger wide swings (up or down) in the market price of either or both of the Shares and make it easier for the stock price to be manipulated. 142
RISK FACTORS (Continued) ISSUE OF ADDITIONAL SHARES The Directors may hereafter authorise the issue of additional shares in the Company. Such shares, once issued, may rank pari passu with and/or in priority of the existing Shares and may be listed on the JSE. Additional shares so issued could affect the market price of the Shares currently being offered. RISK MANAGEMENT FRAME WORK In today’s challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The common risks inter alia are: regulations, competition, business environment, changing consuming preferences, and retention of talent and expansion of facilities. As a matter of policy, these risks are assessed and steps as appropriate, are taken by the Company, on an ongoing basis, to mitigate the same. Wisynco has adopted a systematic approach to mitigate risks associated with accomplishment of objectives, operations, revenues and regulations. The Company’s objectives can be viewed in the context of four categories: (1) Strategic, (2) Operations, (3) Reporting and (4) Compliance. This includes considering activities at all levels of the organization. The Company’s Risk Management frame work focusses on the following three key elements, (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.
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15. PROFESSIONAL ADVISORS TO THE COMPANY ARRANGER AND LEAD BROKER NCB Capital Markets Limited The Atrium 32 Trafalgar Road Kingston 10, Jamaica
FINANCIAL ADVISORS PricewaterhouseCoopers Tax & Advisory Services Limited Scotiabank Centre Duke Street, Box 372 Kingston, Jamaica
REGISTRAR AND PAYING AGENT Jamaica Central Securities Depository Limited 40 Harbour Street Kingston, Jamaica
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ATTORNEYS 1 Debbie-Ann Gordon & Associates 79 Harbour Street Kingston, Jamaica
ATTORNEYS 2 Patterson Mair Hamiltion Temple Court 85 Hope Road Kingston 6, Jamaica
AUDITORS PricewaterhouseCoopers Scotiabank Centre Duke Street, Box 372 Kingston, Jamaica
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16. STATUTORY AND GENERAL INFORMATION STATUTORY INFORMATION REQUIRED TO BE SET OUT IN THIS PROSPECTUS BY SECTION 41 AND THE THIRD SCHEDULE TO THE COMPANIES ACT 1.
The Company has no founders’ or management or deferred shares.
2. The Articles of Incorporation fix no shareholding qualification for directors (Article 94) and none has been otherwise fixed by the Company in general meeting. 3. The Articles of Incorporation contain the following provisions with respect to the remuneration of Directors:
The remuneration of the Directors shall from time to time be determined by the Company in general meeting. Such remuneration shall be deemed to accrue from day to day (Article 91). The Directors shall be paid such travelling, hotel and other expenses as may properly be incurred in connection with their attendance at meetings of Directors or committees of directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties and the business of the Company (Article 92)
The Directors may award special remuneration out of the funds of the Company by way of salary, percentage of profits or otherwise (as determined by the Directors) to any Director going or residing abroad in the interest of the Company, or undertaking any work additional to that usually required of Directors of a Company similar to this or Directors may be paid all travelling, hotel and other expenses properly incurred by them in attending at a meeting of the Board or otherwise in connection with the discharge of their duties (Article 93).
A Director may enter into or be interested in contracts or arrangements with the Company (whether with regard to any such office or place of profit or any such acting in a professional capacity or as vendor, purchaser or otherwise howsoever) and may have or be interested in dealings of any nature whatsoever with the Company and shall not be disqualified from office thereby. No such contract, arrangement, or dealing shall be liable to be avoided nor shall any Director so contracting, dealing or being so interested be liable to account to the Company for any profit arising out of any such contract, arrangement, or dealing to which he is a party or in which he is interested by reason of his being a Director of the Company or of the fiduciary relationship thereby established. A Director who is so interested as aforesaid shall be counted in the quorum at any meeting at which such matter is considered but shall not vote in respect of any such contract or arrangement (Article 102)
A Director may hold any other office or place of profit under the Company in conjunction with the office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine, and a Director or any firm in which he is interested may act in a professional capacity for the Company and he or such firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing contained in these presents shall authorize a Director or any such firm to act as auditor to the Company (Article 105).
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STATUTORY AND GENERAL INFORMATION (Continued)
The Directors may provide benefits, whether by the payment of pensions, annuities, gratuities and superannuation or other allowances or by insurance or other benefits to any persons who are or have at any time been Directors of or employed by or in the service of the Company, or any Company which is a subsidiary or a predecessor in business of the Company of any such subsidiary and for any member of his family (including a spouse and a former spouse or any person who is or was dependent on him) of the Company and may (as well before as after he ceases to hold such office or employment) set up, establish, support and maintain pension, superannuation or other funds or schemes (whether contributory or non-contributory) or pay premiums for the purchase or provision of any such benefit. Any Director shall be entitled to receive and retain for his own benefit any such pension, annuity, gratuity, allowance or other benefit, and may vote as a Director in respect of the exercise of any of the powers of this article conferred upon the Directors notwithstanding that he is or may be or become interested therein (Article 107).
The Directors may from time to time appoint one or more of their body to the office of Managing Director or Managing Directors or to any other executive office of the Company, and may fix his or their remuneration either by way of salary or commission or by conferring a right to participation in the profits of the Company, or by a combination of two or more of those modes, and may provide as a term of his appointment that there be paid to him, his widow or other dependents a pension or gratuity on retirement or death and the terms of such employment need not be confirmed by the Company in general meeting. All references to a Managing Director shall include an executive officer appointed by the Directors (Article 133).
The Company was incorporated on 9 April 9 1999 with registered office Lakes Pen St. Catherine Jamaica
4. The names and addresses of the Directors appear in Section 9 DIRECTORS AND MANAGEMENT of this Prospectus. The addresses of the respective directors and executive management are as follows: Name of Director
Address
John Lee
20 Wellington Drive, Kingston 6, Saint Andrew, Jamaica
Lisa Soares Lewis
22B Old Hope Rd, Kingston 5, , Saint Andrew Jamaica
Adam Stewart
5 Kent Avenue, P.O. Box 100, Montego Bay, St. James, Jamaica
William Mahfood
Lakes Pen, St. Catherine, Jamaica
Andrew Mahfood
Lakes Pen, St. Catherine, Jamaica
Francois P. Chalifour
Lakes Pen, St. Catherine, Jamaica
Devon Hugh Reynolds
Lakes Pen, St. Catherine, Jamaica
Joseph M Mahfood
Lakes Pen, St. Catherine, Jamaica
Sean Scott
Lakes Pen, St. Catherine, Jamaica
Gerald Mahfood
Lakes Pen, St. Catherine, Jamaica
Halcott V. Holness
Lakes Pen, St. Catherine, Jamaica
Christopher Ramdon
Lakes Pen, St. Catherine, Jamaica
Andrew Fowles
Lakes Pen, St. Catherine, Jamaica
Jacinth Bennett
Lakes Pen, St. Catherine, Jamaica
Caron Anderson
Lakes Pen, St. Catherine, Jamaica
5. The minimum amount required to be raised out of the proceeds of the Invitation to provide for the matters set out in paragraph 2 of Part 1 of the Third Schedule to the Companies Act (the “minimum subscription”) is J$5.82 billion. 147
STATUTORY AND GENERAL INFORMATION (Continued) 6. The Invitation will open at 9:00 a.m. on 6 December 2017 and will close at 4:00 p.m. on the Closing Date, 15 December 2017 subject to the Company’s right to close the application list at any time after 9:00 a.m. on the Opening Date if Applications have been received for an amount in excess of the Shares offered under this Prospectus, or to extend the Closing Date in the sole discretion of the Company, for any reason whatsoever. 7. No previous offer of Shares has been made to the public. 8. All Applicants (including Reserved Share Applicants) will be required to pay in full the Subscription Price of J$7.87 per Share, subject to discounts, where applicable. No further sum will be payable on allotment. 9.
As at the date of the Prospectus, the Company held investments amounting to J$2.50 billion. These investments include the short-term deposits, available-for-sale-investments and investment in subsidiary Indies Insurance.
10. As at the date of the Prospectus, the Company had indebtedness of J$2.07 billion made up of bank loans and finance leases. 11. Details of the Company’s trade mark, real property and business name are set out in Section 7 INFORMATION ABOUT THE COMPANY of this Prospectus. However, there is no amount for goodwill, patent, or trademarks shown in the financial statements of the Company and there is no contract for sale and purchase which would involve any goodwill, patent or trade mark. 12. There is no property that is currently proposed to be purchased or acquired by the Company which is to be paid for wholly or partly out of the proceeds of this Invitation for the purposes of paragraphs 6 to 9 (inclusive) of Part 1 of the Third Schedule of the Companies Act. 13. The Company and its shareholders expect to pay the expenses of the Invitation out of the proceeds of its fundraising, and the Company estimates that such expenses will not exceed J$200 million. 14. The Auditors of the Company are PricewaterhouseCoopers (“PwC”) of Duke Street, P.O Box 372, Kingston. 15. PricewaterhouseCoopers has given and not withdrawn its consent to the issue of this Prospectus with the inclusion of the Financial Information, and its name in the form and context in which it is included. 16. The offer for the subscription/purchase of the Shares pursuant to the Invitation is not underwritten. 17. Within the last 2 years preceding the date of this Prospectus, no amount or benefit has been paid or given or is intended to be paid or given to any promoter or person in connection with the sale of Shares in the Company save that NCB Capital Markets is entitled to receive fees for services, pursuant to an engagement letter dated October 27, 2017, calculated with reference to the total amount raised from Applications for Shares in the Invitation (which fees are included in the total amount of expenses indicated in paragraph 14 of Section 16 of this Prospectus). 18. The material contracts of the Company are set out in Section 8 INCORPORATION AND STRUCTURE of this Prospectus. 19. As at the date of this Prospectus, the Company is not involved in any litigation, arbitration or similar proceedings pending and/or threatened against the Company.
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STATUTORY AND GENERAL INFORMATION (Continued) 17. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents may be inspected at the offices of Debbie-Ann Gordon & Associates between the hours of 9:00 a.m. and 4:00 p.m. on Monday to Friday, up to and including the Closing Date (or the extended Closing Date, as the case may be): 1.
The Articles of Incorporation of the Company adopted as at 19 October 2017.
2. The Company’s Certificate of Incorporation. 3. Company’ Letter of Good Standing issued by the Registrar of Companies. 4. The Company’s Tax Compliance Certificate as at 26 September 2017. 5.
The Auditor’s Report and audited financial statements of the Company for the five (5) fiscal years ended 30 June 2017. The unaudited financial statements of the Company for the period 1 July 2017 to 30 September 2017.
6. Regulatory, permits, certificates and licenses specified in Section 7. 7.
Copies of trade marks certificates and certificates of owned real property referred to in Section 7.
8. The material contracts referred to in Section 8. 9. Confirmation of the insurance arrangements referred to in Section 8. 10. Other relevant documents
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18. DIRECTORS’ SIGNATURES
November 27
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19. APPENDICES
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A.1. APPLICATION FORM – ORDINARY SHARES A.1. APPLICATION FORM – ORDINARY SHARES
PLEASE READ CAREFULLY BEFORE COMPLETING THIS FORM To: WISYNCO GROUP LIMITED (“Wisynco”) Re: Invitation for Subscription for up to 784,500,000 ordinary shares (the “Application Shares”) in Wisynco made pursuant to the Prospectus dated the 28th day of November, 2017 (the “Prospectus”). I/We confirm that I/we have read and understood and hereby agree to be bound by the terms and conditions contained in the Prospectus, all of which are incorporated in this Application Form by reference. I/We hereby apply for
[ units of ] Ordinary Shares in Wisynco on and subject to the terms and
conditions of the Invitation set out in the Prospectus at the price of JMD 7.87. I/We have made/remitted payment of the sum of JMD for my/our subscription/purchase and the JCSD processing fee of JMD 163.10 (inclusive of GCT) with proof of payment attached or I/we request my broker, NCB Capital Markets Limited to make payment on my/our behalf from cleared funds held by them in my /our names in account numbered,
with them.
I/We agree to accept the Application Shares or any smaller number in respect of which this application may be accepted, subject to the terms and conditions in the Prospectus and the Articles of Incorporation of Wisynco , by which I/We agree to be bound. I/We request you to sell and/or transfer to me/us the number of Application Shares, which may be allocated to me/us at the close of the said Invitation on the terms and conditions governing applications, as set forth in the Prospectus. I/We hereby agree to accept the Application Shares that may be allocated to me/us to be credited to an account in my/our name(s) in the Jamaica Central Securities Depository. Instructions to completing application form: All fields are relevant and must be completed. (If you already have an account with the JCSD, please ensure that you indicate your JCSD Account number). Please indicate your JCSD account number here. Reserved Shares
Staff
Strategic Partner
General
(If applicable, see overleaf & the Prospectus)
PRIMARY HOLDER Full Name of Applicant TRN
Occupation / Line of Business
Address Nationality or Incorporation Telephone
(Work)
Telephone (Home) Telephone (Cellular)
Facsimile Email Address JCSD Number
Broker Code Broker Account Number
Signatures (Company) DIRECTOR
DIRECTOR/SECRETARY SEAL OR STAMP REQUIRED FOR COMPANIES
Signatures (individual) APPLICANT
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SECONDARY HOLDERS Full Name (First Joint)
TRN
Occupation
Signatures (individual)
Date
Full Name
(Second Joint)
TRN
Occupation
Signatures (individual)
Date
Full Name
(Third Joint)
TRN
Occupation
Signatures (individual)
Date
PAYMENT VERIFICATION INFORMATION Mangers Cheque Cheque number
Cheque Amount
Institution
ACH/RTGS Amount Sender’s Account Name
Confirmation / Reference #
Institution Sender’s Account #
Online Transfer Amount Sender’s Account Name Transit Code
Confirmation / Reference #
Institution Sender’s Account #
Payment Date
REFUND AND DIVIDEND MANDATE Bank Name Branch Number Bank Account #
Branch Name Bank Account Type
Savings
Chequing
Currency
JMD
USD
BIC:
Please tick one of the boxes to indicate where dividend payments are to be directed
Bank Account
Broker Account
If Bank Account is selected then payments will be made to the Bank Account stated in this section. If Broker Account is selected then payments will be made using the broker information provided in the Primary Holder section above.
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ADDITIONAL INFORMATION 1.
Applicants must apply for a minimum of 1,000 Shares with increments in multiples of 100. Applications in other denominations will not be processed or accepted. This restriction is not applicable to Applicants for Reserved Shares
2.
If you are not a Reserve Share Applicant you must attach your payment for the specified number of Shares you have applied for, in the form of either: a.
Manager’s cheque made payable to NCB Capital Markets Limited;
b.
Transfer or deposit of funds to the following account:
NCB CAPITAL MARKETS LIMITED
3.
1.
Bank:
National Commercial Bank Jamaica Limited
2.
BIC:
JNCBCMKX
3.
Branch:
1-7 Knutsford Boulevard (New Kingston)
4.
Account Name:
NCB Capital Markets Limited
5.
Beneficiary Address:
NCB Atrium, 32 Trafalgar Road, Kingston 10
6.
Account number:
241406067
If you are a Reserve Share Applicant, please so specify in the reserved share section on Application Form. You must attach payment for the specified number of Reserve Shares you are applying for.
4.
If you are applying jointly, with any other person you must complete the Joint Holder Information and each joint holder must sign the Application Form at the place indicated.
5.
All Applicants must be at least 18 years old.
6.
Share certificates will not be issued unless specifically requested. Instead, the shares allotted to a successful applicant will be credited to his account at the Jamaica Central Securities Depository. If the applicant does not have a JCSD account, one will be created and the allotted shares deposited to that account. Applicants may refer to the notice posted on the JSE website (www. jamstockex.com) for instructions on confirming Share allotments.
7.
Applicants who do not have a broker account must provide valid identification, proof of address, proof of source of funds and satisfy NCB Capital Markets Limited’s customer acceptance requirements for account opening.
8.
In the event of an over-subscription of shares and where an Applicant is entitled to a refund, such refunds will be made by electronic transfers to Applicants whose Applications are not accepted, or whose Applications are only accepted in part, within 10 working days after the Closing Date (or the shortened or extended Closing Date, as the case may be) or soon thereafter. Each Applicant’s refund will be processed as instructed by the Applicant in the Refund and Dividend Mandate section of this Application. Please note that the JCSD processing fee of J$163.10 will not be refunded to an Applicant in the event that the Company refunds payments received for Sale Shares.
9.
All Applicants are deemed to have accepted the terms and conditions set out in the Prospectus generally.
FOR USE BY BROKER ONLY Date Application Received Payment Method
Cheque
Time Received Electronic Transfer
Date of Cheque/ Electronic Transfer
Payment Amount Pool
Broker Authorised Signatory & Stamp
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A.2. AUDITOR’S CONSENT LETTER
The Board of Directors Wisynco Group Limited Lakes Pen St. Catherine 10 November 2017
Attention: Mr. Andrew Mahfood Dear Sirs Re: Consent letter for inclusion of ‘Auditors’ Reports’ in Prospectus for the issue of Ordinary Shares of Wisynco Group Limited In accordance with Section 42 of the Companies Act 2004 (Expert’s consent to issue of prospectus containing statement by him), PricewaterhouseCoopers hereby consents to:(1)
The inclusion of our ‘Auditors’ Reports’ as set out in Section 10 of this document and as required by Part II of the Third Schedule of the Companies Act 2004; and
(2)
The subsequent issue of this prospectus containing our ‘Auditors’ Reports’ as referred to in part (1).
We further confirm that this statement of consent has not been withdrawn prior to the submission of this prospectus for registration with the Registrar of Companies on 14 November 2017. Yours very truly
RSN:tr
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