appendix i – application procedures & conditions · appendix i – application procedures...

Appendix I – Application Procedures & Conditions

APPENDIX 1

Application Procedures, Terms and Conditions

1. Each Applicant may apply for Common Shares and/or J$ Preference Shares in the Invitation by means of the applicable Application Form included in this Prospectus. Each duly completed and signed Application Form, accompanied/supported by payment, or evidence thereof, for the full amount payable, by method approved by the Lead Broker an “Approved Payment Method”, must be taken to the offices of the Lead Broker as detailed in the Invitation or of the Selling Agent or the other locations detailed below on or before 4:30 pm (Jamaica time) on the Closing Date.

2. The full amount payable for the Common Shares for which you are applying (being the number of Common

Shares Shares, multiplied by the Offer Price per Share) plus JCSD processing fee of JMD 134.00 (inclusive of

GCT) must be paid in one of the following 2 ways.

2.1 NCB CAPITAL MARKETS LIMITED

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: 356100433

OR 1. Bank: Citibank N.A. 2. Swift Code: CITIUS33 3. ABA #: 021-000-089 4. Bank Address: 111 Wall Street 5. Account Name: NCB Capital Markets Limited 6. Beneficiary Account: 3624-2749

2.2 Applicants who have an investment account with the Lead Broker or Selling Agent may submit to

them a letter of instruction to the Lead Broker/Selling Agent authorising the Lead Broker/Selling Agent to apply funds standing to the credit of such Applicant against the subscription price payable in respect of their application for Common Shares.

3. The full amount payable for the J$ Preference Shares for which you are applying (being the number of J$

Preference Shares, multiplied by the Offer Price per Share) plus JCSD processing fee of JMD 134.00 (inclusive of GCT) must be paid in one of the following 3 ways.

3.1 By Real Time Gross Settlement System (“RTGS System”) to Productive Business Solutions or the

Lead Broker using the following information, and evidence of such payment supplied with the completed and signed Application Form:

NCB CAPITAL MARKETS LIMITED 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: 351422580

(Please include the applicant’s name in the transaction details of the RTGS)

3.2 Applicants who have an investment account with the Lead Broker or Selling Agent may submit to

them a letter of instruction to the Lead Broker/Selling Agent authorising the Lead Broker/Selling Agent to apply funds standing to the credit of such Applicant against the subscription price payable in respect of their application for J$ Preference Shares.

3.3 Payment may also be made via a J$ Manager’s Cheque drawn on a Jamaican commercial bank made

payable to “Productive Business Solutions” or the Lead Broker and will be accepted only in respect of payments for less than J$1,000,000.00.

4. The Directors in their sole discretion may accept (in whole or in part) or reject any application to purchase

Common Shares and/or J$ Preference Shares even if the application is received, validated and processed.

5. If the Company accepts your application to purchase (in whole or in part), this will be a binding contract under which you will have agreed to subscribe for/purchase the Common Shares and/or J$ Preference Shares in respect of which your application has been accepted at the Invitation Price.

6. Once the Invitation closes If the Invitation is oversubscribed:

(i) Applicants may be allocated and issued fewer Common Shares and/or J$ Preference Shares than

they applied for, or (ii) Common Shares and/or J$ Preference Shares may be allotted to Applicants on a “Pro Rata” basis,

with the Applications submitted earlier after the Invitation opens being allocated Common Shares and/or J$ Preference Shares prior to those Applications which were submitted later, and the Applications submitted later may be scaled down to the extent necessary given the respective numbers of Common Shares and/or J$ Preference Shares available in the Invitation, or

(iii) the Directors, in consultation with the Lead Broker may (but shall not be obliged to) increase the

amount of the Invitation and allocate and issue additional Common Shares and/or J$ Preference Shares as part of the Invitation, at the Invitation Price per Common Shares and/or J$ Preference Shares (as applicable), subject to prior registration of such additional Common Shares and/or J$ Preference Shares with the FSC and the Barbados FSC.

7. Each Application for Common Shares must be for a minimum of 1,000 Common Shares with increments in

multiples of 100 Common Shares.

8. Each Application for J$ Preference Shares must be for a minimum of 1,000 J$ Preference Shares with increments in multiples of 100 J$ Preference Shares.

9. In respect of each Application which is accepted in whole or in part by the Company, the Company will

issue a letter of allotment in the name of that Applicant (or in the joint names of joint Applicants) for the number of Common Shares and/or J$ Preference Shares, as applicable, allotted to the Applicant. The letters

of allotment may be sent by ordinary post to such Applicants provided however, that the letters of allotment may be sent by e-mail at the Company’s option. The subscription monies, which are refundable to the Applicant if the Application has only been accepted in part, will be paid directly to the Applicant’s bank account.

10. Should there be any repayment by cheque these will be sent to the Lead Broker or Selling Agent (as the

case may be) through which the Applications were received, who will distribute same (if by mail, at the Applicant’s risk) to the addresses of the Applicants (or of the first-named joint Applicant) as stated in the Application Form. PBS will use its best efforts to send the letters of allotment and refund cheques to the Lead Broker/Selling Agent within seven working days after the Closing Date or as soon thereafter as practicable. If the amount to be refunded is equal to or greater than J$1,000,000.00, refund payments shall only be made to the Applicant using the Bank of Jamaica’s Real Time Gross Settlement System, and where the subscription price in respect of an Application is in excess of J$1,000,000.00, the required details to facilitate refund payments by that method must be provided on the Application Form.

11. If the application to list the Common Shares and/or J$ Preference Shares on the Jamaica Stock Exchange is successful, the securities issued pursuant to the offer will be issued in the JCSD for the credit of the accounts of the successful Applicants. If the application to list the Common Shares and/or J$ Preference Shares on the Jamaica Stock Exchange is not successful, a share certificate for the Common Shares and/or J$ Preference Shares, as applicable, allotted to each successful Applicant shall be issued by the Company and sent to the Applicant within 45 days after the close of the Invitation or as soon thereafter as practicable.

12. Letters of allotment and share certificates, if mailed by the Lead Broker or Selling Agents on behalf of PBS (as the case may be) through the post to the address of the Applicant (or of the first-named joint Applicant) as stated in the Application Form, are at the risk of the Applicant or such person (as the case may be).

13. Letters of allotment are not transferable or assignable.

14. Where the Applicant is an individual, such person must be at least 18 years old.

15. See below the list of NCB Capital Markets Limited’s Locations island-wide

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 NCB Mandeville P.O. Box 61 Mandeville, Manchester, Jamaica, W.I NCB, 41 Main St., P.O. Box 29, May Pen, Clarendon, Jamaica, W.I NCB Ocho Rios 40 Main St., Ocho Rios, St. Ann, Jamaica, W.I NCB Savanna-la-mar 68 Great Georges St. P.O Box 10 Savanna-la-mar, Jamaica, W.I

Appendix 1: SUBSCRIPTION FORM – Common Shares PLEASE READ CAREFULLY BEFORE COMPLETING THIS FORM To: PRODUCTIVE BUSINESS SOLUTIONS LIMITED (“PBS”) Re: Invitation for Subscription for up to 39,090,909 common shares in PBS made pursuant to the Prospectus dated the 19th day of June 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 _________________________________ common shares in PBS on and subject to the terms and conditions of the Invitation set out in the Prospectus at the price of USD 0.55C. I/We make payment for the sum of USD _________________________for my/our subscription and the JCSD processing fee of JMD 134.00 (inclusive of GCT) via USD banker’s draft drawn on a Jamaican commercial bank and made payable to the respective broker for such total price OR where applicable, proof of payment to the respective broker made electronically using the ACH/RTGS payment system. I/We agree to accept the same or any smaller number of common shares in respect of which this application may be accepted, subject to the terms and conditions in the Prospectus and the Articles of Incorporation of PBS, by which I/We agree to be bound. I/We request you to sell and transfer to me/us the number of common shares, which may be allocated to me/us at the close of the said Invitation the terms and conditions governing applications, as set forth in the Prospectus. I/We hereby agree to accept the 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.

Reserved Shares (If applicable, see overleaf & the Prospectus) ⃝ Employee ⃝ Other

SPECIAL CONDITION

If the applications for common shares the subject of the Prospectus is oversubscribed I/We direct that I will/will not (as indicated by “yes” or “no” in the adjacent columns) accept preference shares the subject of the Prospectus (at JMD 100.0 per preference share) up to such amount as can be paid for by any part of the price not applied in payment for common shares the subject of this Application. I/We agree to accept such preference shares, subject to the terms and conditions in the Prospectus and the Articles of Incorporation of PBS Limited, by which I/We agree to be bound. I/We request you to sell and transfer to me/us such number of preference shares which may be allocated to me/us at the close of the said Invitation the terms and conditions governing applications, as set forth in the Prospectus. I/We hereby agree to accept such preference shares that may be allocated to me/us to be credited to an account in my/our name(s) in the JCSD

⃝ Yes ⃝ No

PRIMARY HOLDER

Full Name of Applicant (Individual or Company)

TRN Occupation/ Line of Business

Address

Nationality or Incorporation Country

Telephone (Home)

Telephone (Work)

Telephone (Cellular)

Facsimile

Email Address

Broker Code

JCSD Number

Broker Account Number

Applicant’s Bank

Bank Account Number

Bank Branch

Bank Account Type ⃝ Savings ⃝ Chequing Date of Application

Signatures (Company)

DIRECTOR

DIRECTOR/SECRETARY

Signature (individual)

SEAL OR STAMP REQUIRED FOR COMPANIES

APPLICANT

SECONDARY HOLDERS

Full Name (First Joint Holder)

TRN Occupation


Date

Full Name (Second Joint Holder)

TRN Occupation


Date

Full Name (Third Joint Holder)

TRN Occupation


Date

PAYMENT VERIFICATION INFORMATION

Mangers Cheque

Cheque number Cheque Amount Institution

ACH/RTGS

Amount Confirmation / Reference #

Institution

Sender's Account Name

Sender’s Account #

Online Transfer


Institution



ALL APPLICANTS MUST INPUT THEIR TRN NUMBERS. THIS OFFER IS NOT MADE TO PERSONS RESIDENT OUTSIDE JAMAICA

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:


OR 1. Bank: Citibank N.A. 2. Swift Code: CITIUS33 3. ABA #: 021-000-089 4. Bank Address: 111 Wall Street

5. Account Name: NCB Capital Markets Limited 6. Beneficiary Account: 3624-2749

3. If you are a Reserve Share Applicant, please so specify at the top of the 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 (in order appearing on account) 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. 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 Time Received

Payment Method ⃝ Cheque ⃝ Authorisation Letter Date of Cheque/Letter

Payment Amount Pool

Broker Authorised Signatory & Stamp

Appendix 1: SUBSCRIPTION FORM – J$ Preference Shares PLEASE READ CAREFULLY BEFORE COMPLETING THIS FORM To: PRODUCTIVE BUSINESS SOLUTIONS (“PBS”) Re: Offer for Subscription of 9.75% J$ Redeemable Cumulative Preference Shares in PBS at JMD 100.00 per share. 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 _________________________________ JMD preference shares in PBS on and subject to the terms and conditions of the Invitation set out in the Prospectus at the price of JMD 100.00. I/We make payment for the sum of JMD _________________________for my/our subscription and the JCSD processing fee of JMD 134.00 (inclusive of GCT) via JMD banker’s draft drawn on a Jamaican commercial bank and made payable to the respective broker for such total price OR where applicable, proof of payment to the respective broker made electronically using the ACH/RTGS payment system. I/We agree to accept the same or any smaller number of preference shares in respect of which this application may be accepted, subject to the terms and conditions in the Prospectus and the Articles of Incorporation of PBS, by which I/We agree to be bound. I/We request you to sell and transfer to me/us the number of preference shares, which may be allocated to me/us at the close of the said Invitation the terms and conditions governing applications, as set forth in the Prospectus. I/We hereby agree to accept the preference 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.

Reserved Shares (If applicable, see overleaf & the Prospectus) ⃝ Employee ⃝ Other

PRIMARY HOLDER

Full Name of Applicant (Individual or Company)

TRN Occupation/ Line of Business

Address

Nationality or Incorporation Country

Telephone (Home)

Telephone (Work)

Telephone (Cellular)

Facsimile

Email Address

Broker Code

JCSD Number

Broker Account Number

Applicant’s Bank

Bank Account Number

Bank Branch

Bank Account Type ⃝ Savings ⃝ Chequing Date of Application

Signatures (Company)

DIRECTOR

DIRECTOR/SECRETARY


SEAL OR STAMP REQUIRED FOR COMPANIES

APPLICANT

SECONDARY HOLDERS

Full Name (First Joint Holder)

TRN Occupation


Date

Full Name (Second Joint Holder)

TRN Occupation


Date

Full Name (Third Joint Holder)

TRN Occupation


Date

PAYMENT VERIFICATION INFORMATION

Mangers Cheque

Cheque number Cheque Amount Institution

ACH/RTGS


Institution



Online Transfer


Institution



ALL APPLICANTS MUST INPUT THEIR TRN NUMBERS. THIS OFFER IS NOT MADE TO PERSONS RESIDENT OUTSIDE JAMAICA

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:


3. If you are a Reserve Share Applicant, please so specify at the top of the 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. 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 Time Received

Payment Method ⃝ Cheque ⃝ Authorisation Letter Date of Cheque/Letter

Payment Amount Pool

Broker Authorised Signatory & Stamp

appendix i – application procedures & conditions · appendix i – application procedures...

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