(Incorporated in the Republic of Seychelles)

(Registration number 841059-1)

This document is important to investors. If you are in any doubt about the contents of this document you should consult a lawyer or a person licensed under the Securities Act who is able to give expert advice on the acquisition of these shares. Shareholders are advised that trading in BODCO Limited Ordinary Shares will only take place dematerialized form. The terms definitions on pages 8 and 9 of this Pre-listing Statement apply throughout the document. BODCO LIMITED (Incorporated in the Republic of Seychelles) (Registration number 841059-1) Share Code: “BOD” ISIN:SC7935AGEJ10 (“BODCO” or “the Company”)

PRE-LISTING STATEMENT

Prepared by Constant Capital (Seychelles) Limited, and issued in terms of the Listings Requirements of Trop-X relating to the listing of all the issued Ordinary Shares of BODCO on Trop-X. Publication of Pre-Listing Statement: 9 April 2014 Anticipated date of listing on Trop-X (10:00) 10 April 2014

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This Pre-listing Statement is not an invitation to the general public to subscribe for shares in BODCO, but is issued in compliance with the Listings Requirements of Trop-X to provide information to the public with regard to the Company. Trop-X has granted a listing for 908049 Ordinary Shares at a par value of SCR100 each in the issued share capital of the Company on the Small and Medium Enterprises (SME) Board of Trop-X under the abbreviated name “BODCO” share code “BOD” and ISIN SC7935AGEJ10. The listing will commence at 10:00am on Thursday, 10 April 2014. The authorized share capital of the Company is 1,000,000 ordinary shares at a par value of SCR100 each, of which 908,049 have been issued and will be listed. All the issued ordinary shares in the capital of the Company are at a par value of SCR100 and rank pari passu with each other. The issued ordinary shares of BODCO will only trade on Trop-X as dematerialized shares and all certified shareholders will accordingly be required to dematerialize their certificated shares if they wish to trade such shares on Trop-X. The auditors, legal advisor, company secretary and sponsor advisor to the Company have all given and have not, prior to the issue of this pre-listing statement, withdrawn their written consents to the inclusion of their names and, where applicable, their reports in the form and context in which they appear in this document. The directors of BODCO whose names are given in paragraph 4 of this document collectively and individually accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are not facts that have been omitted which would make any statement false or misleading and that all reasonable enquiries to ascertain such facts have been made and that the document contains all information required by law and by the Listing Requirements to Trop-X. Copies of this document are available in English from the offices of BODCO (www.bodco.sc) at BODCO Building, Veloutier Road, Harbour Trading Estate, Victoria, Mahe, Seychelles, at Trop-X (www.trop-x.com) F28/F29 First Floor, Eden Plaza, Eden Island, Mahe, and the sponsor advisors (www.constant.sc) of BODCO at F28/F29 First Floor, Eden Plaza, Eden Island, Mahe, Seychelles as well as on their websites.

Sponsor Advisor Constant Capital (Seychelles) Limited

Date of Issue: 9 April 2014

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CORPORATE INFORMATION AND ADVISORS

Directors Company Secretary

J.H. Atkinson (Chairman) Corporate Registrars (Pty) Limited

B.J. Soundy (Chief Executive Officer) (P.O. Box 18, Victoria)

B.Z. Atkinson Quincy Street

V.P Soundy Mahé, Victoria

Seychelles

Registered Office Sponsor Advisor

Bodco Building Complex Constant Capital (Seychelles) Limited

Veloutier Road (Registration number: 84103 06-1)

Harbour Trading Estate F28/29, First Floor, Eden Plaza

Victoria, Mahé Eden Island, Mahé

Seychelles Seychelles

(P.O. Box 270, Victoria)

Independent Auditors to BODCO Legal Advisor

BDO Associates Mrs. Priscille Chetty-Stravens, LLB

Chartered Certified Accountants Barrister, Attorney-at-Law & Notary Public

The Creole Spirit Building MS Complex, Room 4, Second Floor

Quincy Street Revolution Avenue

Victoria, Mahé Victoria, Mahé

Seychelles Seychelles

(P.O. Box 18, Victoria) (P.O. Box 930, Victoria)

Accounting Advisor Commercial Bankers

Mr. Wilfred Jackson, CCA Barclays Bank (Seychelles) Limited

P.O. Box 455 Independence Avenue

Victoria, Mahé Victoria, Mahé

Seychelles Seychelles

(P.O. Box 167, Victoria)

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Contents CORPORATE INFORMATION AND ADVISORS ......................................................................................... 3

SALIENT FEATURES ................................................................................................................................ 5

OVERVIEW ............................................................................................................................................... 5

FINANCIAL INFORMATION ..................................................................................................................... 6

IMPORTANT DATES AND TIMES ............................................................................................................. 7

DEFINITIONS ........................................................................................................................................... 8

1. INCORPORATION, NATURE OF BUSINESS AND PROSPECTS ............................................................... 10

2. SHARE CAPITAL ................................................................................................................................ 13

3. CONTROLLING AND MAJOR SHAREHOLDERS ................................................................................... 14

4. DIRECTORS AND MANAGEMENT ...................................................................................................... 15

6. PURPOSE OF THE LISTING ................................................................................................................ 23

7. HISTORICAL FINANCIAL INFORMATION ............................................................................................ 24

8. BORROWINGS AND OTHER INDEBTEDNESS ...................................................................................... 24

9. LOANS RECEIVABLE .......................................................................................................................... 25

10. DIVIDENDS ................................................................................................................................... 25

11. MATERIAL CONTRACTS ................................................................................................................ 26

12. IMMOVABLE PROPERTY OWNED.................................................................................................. 26

13. WORKING CAPITAL STATEMENT ................................................................................................... 27

14. COSTS .......................................................................................................................................... 27

15. LITIGATION STATEMENT .............................................................................................................. 27

16. LEGISLATIVE CONSIDERATIONS .................................................................................................... 28

17. RESPONSIBILITY STATEMENT ....................................................................................................... 28

18. EXPERTS’ CONSENTS .................................................................................................................... 28

19. DOCUMENTS AVAILABLE FOR INSPECTION ................................................................................... 29

ANNEXURE 1: EXTRACTS FROM THE AUDITED 2013 FINANCIAL STATEMENTS OF BODCO ................... 30

ANNEXURE 2: HISTORICAL INCOME STATEMENTS RELATING TO BODCO ............................................. 36

ANNEXURE 3: HISTORICAL BALANCE SHEETS RELATING TO BODCO ..................................................... 37

ANNEXURE 4: HISTORICAL CASH FLOW STATEMENT RELATING TO BODCO ......................................... 38

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SALIENT FEATURES

INTRODUCTION

These salient features contain a summary of the company and listing detailed in this pre-listing

statement, which should be read in its entirety for a proper appreciation thereof.

OVERVIEW

The Company was first established in 1966 and originally registered under the name of Bel Ombre

Development Company (Pty) Limited. It shed its proprietary status on 14th May 1976 when the

foreign corporate body, ADONIS s.a., acquired the majority of its shares. At that time the name of

the Company was changed to BODCO LIMITED. It was registered as Company Number 841059-1

under the Companies Act 1972 on the 28th December 1972. The Principals of ADONIS s.a. (a

Company registered in Panama, Reg. No.242273 dated 25th September 1970) are JOHN H.

ATKINSON, BEULAH Z. ATKINSON and SYDNEY MORRIS, of whom Mr. J.H. ATKINSON, a British

Citizen, is the majority shareholder and Group Chairman.

The Company presently operates under several categories of business licenses. The Principal activity

of the Company is the business of Builders Merchants. The Articles of Association state, in part, that

the Company are dealers in all kinds of timber and wood, including veneers, cellular boards and

plywood; builders merchants; importers and exporters; manufacturers; merchants and dealers;

manufacturers representatives, wholesalers and retailers of all kinds of materials and products

related to and used in furniture manufacturing; polyurethane, PVC and polyethylene manufacturing

in the joinery and the building industry generally. Its annual turnover in 2013 was in excess of SCR

47 million, (approximately US$4 million).

The property of the Company is uniquely situated within the Harbour Trading Estate, very close to

the Commercial Port entrance gates. Because of its location the Company enjoys a high level of

security. The headquarters of the Seychelles Fire Authority is less than 100 metres away and the

Port Police 75 metres away.

The property comprises three land registration titles: V1004, V2102 and V6877 totaling an area of

6,999 square metres (1.7296 acres). The land is secured by a long-term State Lease which expires

on 31st December 2072 with an option to renew for a further 99 years thereafter.

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Being situated at the Harbour Trading Estate obviates the high transport charges on imports moving

from the Commercial Port to the BODCO warehouses. The Company undertakes all its own clearing

and forwarding operations.

The Company turnover growth has increased from SCR25 million in 2009 to SCR47 million in 2013.

FINANCIAL INFORMATION

Annexure 1 contains the audited financial statements for the Company for the year ended December

31, 2013. Annexures 2, 3 and 4 contain the historical financial information relating to BODCO

Limited for the years ended December 31, 2012, 2011 and 2010.

Effective for the financial year 2013, the Directors decided to adopt International Financial Reporting

Standards (IFRS) as the basis of preparation of the Company’s financial statements in anticipation of

the listing on Trop-X.

(Comparative figures for 2012 have been amended to conform to the 2013 presentation.)

Salient features extracted from the historical financial information are set out below:

12 months ended 31 December

2013

12 months ended 31 December

2012

Earnings per share

SCR 2.45

SCR 7.56

Dividend per share

NIL

SCR1.50

Profit after tax

SCR 2,224,247.00

SCR 6,861,433.00

Retained Earnings Carried

Forward

SCR11,236,197.00

SCR 9,011,950.00

Total Net Assets

SCR105,193,122.00

SCR106,156,405.00

Purpose of the Listing The purpose of the listing is to:

create a transparent market with liquidity which will ensure an accurate valuation of the

Company on an ongoing basis;

enhance the market value of the Company;

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enhance investor and general public awareness of the Company and its business;

enjoy the flexibility of listed shares in order to take advantage of potential acquisitions; and

broaden the shareholder base of the Company by affording members of the investing public,

clients and business associates of the Company the opportunity of investing in its future

capital growth.

The Executive Committee of Trop-X has formally approved the listing of 908,049 ordinary shares at a

par value of SCR100 each in the share capital of BODCO with effect from 10 April 2014. The shares

will trade on the Small and Medium Enterprises (SME) Board of Trop-X under the abbreviated name

“BODCO” with the share code “BOD” and ISIN: SC7935AGEJ10.

The two controlling shareholders of BODCO, (Adonis s.a. and BJW Soundy), have given the Sponsor

Advisor an irrevocable mandate to sell up to 136,300 (15%) of their collective ordinary shares in

BODCO within twenty four months of the listing in order to comply with the public share holder

requirement of the Small and Medium Enterprises Board of Trop-X and this to a minimum of 20

shareholders.

The Ordinary Shares to be listed will rank pari passu in all respects with the existing issued Ordinary

Shares in the capital of the Company.

IMPORTANT DATES AND TIMES

Pre-listing Statement published on: Wednesday, 9 April 2014 Listing (anticipated) of BODCO on Trop-X at (10 am) on: Thursday, 10 April 2014 Notes:

1. The dates and times set out above are subject to change. Any such change will be published

in a national newspaper of wide circulation and on the websites of BODCO, Trop-X and the

Sponsor Advisor, Constant Capital.

2. The issued ordinary shares of BODCO will only trade on Trop-X as dematerialized shares.

All shareholders holding certificated shares will accordingly be required to dematerialize

their certified shares if they wish to trade such shares on Trop-X.

3. The shares will trade in Seychelles Rupees, (SCR).

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DEFINITIONS

In this Pre-Listing Statement and the annexures thereto, unless otherwise stated or the context

indicates a contrary intention, the following expressions shall have the meanings set out opposite

them. Cognate expressions bear corresponding meanings, words denoting one gender shall import

and include the others, natural persons shall import and include juristic persons and vice versa and

the singular shall import and include the plural and vice versa, as follows:

“Act” means the Seychelles Companies Act, 1972 (as amended);

“Articles” means the articles of association of the Company;

“AfriDep” is the licensed securities facility, regulated by the FSA, to provide

securities facility services under the Securities Act;

“Board” means the board of directors of BODCO Limited holding that office

from time to time;

“BODCO” means BODCO Limited, registration number 841059-1;

“Company” means BODCO Limited;

“Dematerialized Shares” means issued ordinary shares which have been incorporated into

AfriDep and which are no longer evidenced by physical documents

of title but the evidence of ownership of which is determined

electronically and recorded;

“Executive Committee” means the Executive Committee of BODCO Limited holding that

office from time to time;

“FSA” the Financial Services Authority of Seychelles;

“IFRS” means International Financial Reporting Standards;

“Listing” means the admission of the issued shares of the Company to the list

of securities of Trop-X;

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“Listing Date” means the date that BODCO Limited is admitted to the list of

securities of Trop-X;

“Listing Requirements” means the Listings Requirements of Trop-X as amended from time

to time by Trop-X;

“Ordinary Shares” means the ordinary shares at a par value of SR100 in the share

capital of the Company;

“Pre-Listing Statement” means this document dated 9 April 2014 including the annexures;

“Registrar” means the Registrar of Companies;

“Seychelles” means the Republic of Seychelles;

“Shareholders” mean the holders of the Ordinary Shares at a par value of SR100 in

the issued share capital of the Company;

“SCR” means the Seychelles Rupee, being the official currency of the

Republic of Seychelles;

“Trop-X” means Trop-X (Seychelles) limited a company incorporated under

the company law of Seychelles, (registration number 879858-1) and

licensed to operate as a Securities Exchange in terms of the

Securities Act, 2007;

“USD” means the United States Dollar, the official currency of the United

States of America.

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(Incorporated in the Republic of Seychelles)

(Registration number 841059-1)

Share code “BOD” ISIN: SC7935AGEJ10

PRE-LISTING STATEMENT

1. INCORPORATION, NATURE OF BUSINESS AND PROSPECTS

The Company was first established in 1966 and originally registered under the name of Bel Ombre

Development Company (Pty) Limited. It shed its proprietary status on 14th May 1976 when the

foreign corporate body, ADONIS s.a., acquired the majority of its shares. At that time the name of the

Company was changed to BODCO LIMITED. It was registered as Company Number 841059-1 under

the Companies Act 1972 on the 28th December 1972.

The Company is partially foreign owned by ADONIS s.a. of Panama, (Mr. Atkinson) being the

principal shareholder and by Seychellois citizen BASIL SOUNDY of Turtle Bay Estate, Au Cap, Mahe

being the other major shareholder. Issued and fully paid Ordinary Shares total 908,049 shares at a

par value of SCR 100 each.

The Company presently operates under several categories of business licenses. The Principal activity

of the Company is the business of Builders Merchants. The Articles of Association state in part that

the Company are dealers in all kinds of timber and wood, including veneers, cellular boards and

plywood; builders merchants; importers and exporters; manufacturers; merchants and dealers;

manufacturers representatives, wholesalers and retailers of all kinds of materials and products

related to and used in furniture manufacturing; polyurethane, PVC and polyethylene manufacturing;

the joinery and the building industry generally.

The property of the Company is uniquely situated within the Harbour Trading Estate, very close to

the Commercial Port entrance gates. Because of its location the Company enjoys a high level of

security. The headquarters of the Seychelles Fire Authority is less than 100 metres away and the

Port Police 75 metres away.

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The property comprises three land registration titles: V1004, V2102 and V6877 totaling an area of

6,999 square metres (1.7296 acres). The land is secured by a long-term State lease which expires on

31st December 2072 with an option to renew for a further 99 years thereafter.

Being situated at the Harbour Trading Estate obviates the high transport charges on imports moving

from the Commercial Port to the BODCO warehouses. The Company undertakes all its own clearing

and forwarding.

The property is secured by a high-level security fence which is topped with razor-wire. An electronic

alarm system is a further security aid and operates whenever the Company is closed. Night patrols

by the Seychelles Police are also active in the area and in addition, the Company has engaged

PILGRIMS SECURITY SERVICES. There is also an extensive CCTV system installed throughout the

property and buildings.

The completed infrastructure development of the whole property was finalized in late 1994. A

current professional evaluation gives a replacement cost at today’s construction rates in excess of

SCR93 million. The Company carries a general stockholding of construction materials valued at

approximately SCR26 million at Cost, Insurance and Freight, (CIF), cost.

BODCO Limited The main function of BODCO Limited is that of a Builders Centre. In addition to being, within its

sphere of business operations, the Seychelles finest Builders Centre, the Company is modern and

competitive. The staff combine the best quality service with efficiency and provide technical support

to Building Contractors and to Civil Construction companies as well as to architects, engineers and

the general public.

The Company represents and holds numerous International Agencies. These agencies have a high

value in as much as their existence promotes profits and credibility for the Company, as well as its’

good name and standing, (see the Company website: www.bodco.sc for more information).

The Management

The present Directors of the Company as at 31st December 2013, all of whom have been Directors for

many years and who were re-elected at the last Annual General Meeting are:-

Mr. J. H. Atkinson - Chairman of the Board (British)

Mr. B. J. W. Soundy - Managing Director/CEO (Seychellois)

Mrs. B.Z. Atkinson - Non-Executive Director (British)

Mrs. V. P. Soundy - Administration Director (Seychelloise)

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The Managing Director, Mr. Basil Soundy, has been associated with the Company since its inception

in 1966. He is also a substantial shareholder. Mr. Soundy who was born in England in 1942 is a

Seychelles citizen. He is also the Honorary Consul in Seychelles for the Kingdom of Denmark. He is a

well respected member of the business community and is currently an Executive Council member of

the Seychelles Chamber of Commerce & Industry. He represents the Chamber of Commerce on

matters concerning WTO, COMESA and SADC and other international organizations.

Recent Performance of the Company Bodco’s income streams are diversified and have been growing consistently since the national

economic reforms of 2008, although 2013 saw a slower growth rate than in previous years. 2012

was the Company’s best year to date.

2013 was a disappointing year for the Company. Revenue was down about 6% from SCR447.6

million to SCR44.8 million, cost of sales was up about 3.5% and administrative expenses rose 24%,

resulting in a decline of after tax profits of approximately 68%.

In 2014 the Company expects to achieve the same revenue as 2013 but hopes to bring down cost of

sales, (the 2013 cost of sales was aggravated by two big discounted sales in June and November of

that year to reduce slow moving stock of which 65% was so moved). The Company will also strive to

curtail administrative expenses although the cost of listing on Trop-X will incur additional costs in

2014.

BODCO LTD and its associates are innovative organizations, serving both the construction industry

as well as the homeowner. Since its original inception forty-seven years ago, BODCO LTD has

established itself as a leader in business and development. Its pro-active policies together with its

concern for the needs of the construction sector have earned the Company many loyal customers

and friends within the community.

Today the Groups’ objective is to continue to be innovative, committed and competitive and to offer a

professional, friendly and personal service to the people of Seychelles, and to do this with the

determination necessary to maintain its position as a leading business organization capable of

serving the country into the future.

BODCO LTD is able to achieve new goals in the years ahead as the organization faces the future with

the confidence that will promote the interests of its customers, suppliers, employees as well as its

shareholders. This clear strategy, as well as the people and determination to succeed, will help it to

reap the rewards of hard work and vision.

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The Company is actively seeking a strategic international partner in the same field of business and is

currently in discussion with potential partners.

Risk factors and Trends The major business risks faced by BODCO are:

Increased competition, primarily from any new entrant into the market;

The increased pricing from suppliers;

Increasing transportation costs; and

Succession planning in respect of the Chief Executive Officer.

Investment into companies listed on the Small & Medium Enterprise Board may involve some degree

of risk and investors should be aware of their risk tolerance and/or consult a professional advisor

before making an investment.

Going forward the Company sees an active pipeline of projects in the building industry in the

Country and the value of building plans already approved by the authorities is in excess of SCR 2.8

billion.

2. SHARE CAPITAL

2.1 Authorized and issued share capital.

The share capital of BODCO is as follows:

Authorized 1,000,000 ordinary shares at a par value of SCR 100 each Issued 908,049 ordinary shares at a par value of SCR100 each Share Capital All the Ordinary Shares in the authorized and issued share capital of the Company are of the

same class and rank pari passu in every respect and the rights attaching thereto may only be

varied with the approval of shareholders in general meeting.

In the event of the winding-up of the Company, the liquidator may, with the sanction of a

special resolution of the company and any other sanction required by the Act, divide amongst

the shareholders in specie or kind the whole or any part of the assets of the company (whether

they shall consist of assets of the same kind or not) and may, for such purpose set such value as

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he deems fair upon any asset to be divided, and may determine how such division shall be

carried out as between the shareholders or different classes of shareholders. The liquidator

may vest the whole or any part of such assets in nominees or agents on behalf, or for the

benefit, of the shareholders as the liquidator thinks fit but so that no shareholder shall be

compelled to accept any shares or other securities whereon there is any liability or amount

unpaid.

The Articles stipulate that, subject to any special terms as to voting attaching to any share

which may be issued and subject to the Act, on a show of hands every shareholder present by

proxy shall have one vote and on a poll he shall have the number of votes to which he is

entitled by section 118 of the Act.

The Articles further provide that the Company in a general meeting or the directors may from

time to time declare a dividend to be paid to the members in proportion to the number of

Shares held by them in each class. Dividends shall be declared payable to members recorded

in the register on a date subsequent to the date of the declaration of the dividend or date of

confirmation of the dividend, whichever is the later. Dividends shall be payable only out of the

profits (whether current or past) of the Company and no dividend shall carry interest as

against the Company.

2.2 Alteration of ordinary share capital

At 31st December 2012 the authorized ordinary share capital of BODCO consisted of 1,000,000

ordinary shares at a par value of SCR100 each and its issued ordinary share capital consisted

of 908,049 ordinary shares at a par value of SCR100 each.

At a shareholder meeting on 26 December 2012 it was resolved to increase the issued share

capital of the Company by 907,947 shares at a par value of SCR100 each. The following were

capitalized; retained earnings SCR33,056,059, other reserves SCR47,879,241 and borrowings

SCR9,859,400.

3. CONTROLLING AND MAJOR SHAREHOLDERS

At the date of this Pre-Listing Statement, and based on an issued share capital of 908,049

Ordinary Shares, the beneficial interests of Shareholders holding 5% of or more the issued

share capital of BODCO were (as far as the directors were aware) as follows:

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Names Number of

Ordinary Shares held

Percentage of issued capital

of the Company

ADONIS s.a.

581,049 64%

Basil J.W. SOUNDY

327,000 36%

TOTAL 908,049 100%

Note:

1. The Principals of ADONIS s.a. (a Company registered in Panama, registration number

242273 dated 25th September 1970) are John H. Atkinson, Beulah Z. Atkinson and Sydney

Morris, of whom J.H. Atkinson, a British citizen, is the majority shareholder and Group

Chairman.

4. DIRECTORS AND MANAGEMENT

4.1 The names, nationalities, addresses and occupation of the directors of BODCO are as follows:

Name and Nationality Addresses Occupations

John H. ATKINSON (British)

Case Postale 664 CH-1001 Lausanne Switzerland

Chairman of BODCO

Beulah Z. ATKINSON (British)

Case Postale 664 CH-1001 Lausanne Switzerland

Non-Executive Director of BODCO

Basil J.W. SOUNDY (Seychellois)

Turtle Bay Au Cap Mahe, Seychelles

Managing Director of BODCO

Vivienne P. SOUNDY (Seychelloise)

Turtle Bay Au Cap Mahe, Seychelles

Administration Director of BODCO

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4.2 Interests of directors 4.2.1 At the date of this Pre-Listing Statement, the beneficial interests of the directors of the

Company in the Ordinary Shares are set out below:

Director Number of Ordinary shares

John H. ATKINSON (Adonis s.a.)

581,049

Basil J.W. SOUNDY 327,000

TOTAL 908,549

4.2.2 None of the directors of BODCO held any non-beneficial interest in the Company’s issued

share capital;

4.2.3 The directors of the Company had no direct or indirect beneficial interests in transactions

entered into by it during the current or immediately preceding financial year or during an

earlier financial year and which remain in any respect outstanding or unperformed;

4.2.4 The executive directors of the Company have service contracts with the Company, none of

which have a notice period of more than one year;

4.2.5 The non-executive directors do not have contracts with the Company;

4.2.6 At the date of this prelisting statement, there were family relations between directors and

people who perform important administrative, management or supervisory functions. Basil

Soundy is married to Vivienne Soundy and their son is Dean Soundy. John Atkinson is

married to Beulah Atkinson.

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4.2.7 Remuneration of directors The remuneration of the directors for the year ending 31 December 2013 was as follows:

Fees for services (SCR)

Salary & Bonuses (SCR)

Total (SCR)

Executive Basil J.W. Soundy Vivienne P. Soundy Non-executive John H. Atkinson Beulah Z. Atkinson

1,833,046 - - -

- 502,836

- -

1,833,046 502,836 - -

TOTAL

1,833,046

502,836

2,335,882

4.3 Appointment, qualification and remuneration of directors The Articles provide that: 4.3.1 The company may from time to time by ordinary resolution increase or reduce the number

of directors, and may also determine in what rotation the increased or reduced number is to

go out of office;

4.3.2 The directors shall have power at any time and from time to time to appoint any persons as

a director, either to fill a casual vacancy, or as an additional director, but the total number of

directors shall not at any time exceed the maximum number thereof. Any director so

appointed shall hold office only until the next following annual general meeting, and shall

then be eligible for re-election, but shall not be taken into account in determining the

directors who are to retire by rotation at such meeting.

4.3.3 The shareholding qualification for directors may be fixed by the company in general

meeting, and unless and until so fixed no such qualification shall be required;

4.3.4 The directors shall be entitled to such remuneration as the company in general meeting

may from time to time determine;

4.3.5 The directors may be paid all of their travelling, hotel and other expenses properly incurred

by them attending and returning from meetings of the directors or any committee of the

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directors or general meeting of the company or in connection with the business of the

company.

4.3.6 A director who is in any way, whether directly or indirectly, interest in a contract or

proposed contract with the company shall declare the nature of his interest in accordance

with the Act;

4.3.7 No director shall vote as a director in respect of any contract or arrangement in which he is

interested, and if he does so vote, his vote shall not be counted, nor shall he be counted in

the quorum present at the meeting; and

4.3.8 One-fifth of the directors shall be required to retire by rotation from office at the annual

general meeting of the company in each year.

4.4 Management The names, qualifications or experience of the Management of BODCO are as follows:

HARRY ATKINSON Chairman of BODCO.

Mr. Harry Atkinson during his many years as Chairman of the company, both office

based and extensively travelling overseas, has a wealth of experience. His

knowledge of the uses of materials relative to the construction industry is extensive

and he has excellent knowledge of the requirements of markets worldwide.

Mr. Atkinson is the current chairman of the Board of Directors of BODCO and

ADONIS s.a.

BASIL SOUNDY Chief Executive Officer.

Mr. Basil Soundy has a lifetime of experience in the construction industry and

building supplies, and for the last 47 years has worked in Seychelles in the import

field. He had been associated with the Company since its inception in 1966 and has

been the driving force that has enabled BODCO to be what it is today. He is also a

substantial shareholder of the Company. He is well respected in his field and is an

active member of the Seychelles Chamber of Commerce & Industry, serving twice as

Chairman and for many years as Councilor on the Management Committee of the

SCCI. He is the Honorary Consul in Seychelles for the Kingdom of Denmark.

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VIVIENNE SOUNDY Administration Director.

With many years of experience in all aspects of banking, at Barclays Bank, and of the

import trade as well as the administration of BODCO Limited, Mrs. Vivienne

Soundy’s area of expertise is now centered on administration, trade finance and

logistics. She ensures that the company operates in an efficient and smooth manner.

Mrs. Soundy is the Honorary Consul in Seychelles for the Kingdom of Sweden.

DEAN SOUNDY Operations Manager.

Mr. Dean Soundy joined BODCO from the UK where he was completing his academic

studies and gained experience in the retail trade. Previously he was at the

University Of Cape Town (UCT) and at Wits University in Johannesburg, South

Africa. He is responsible for logistical support, especially in procurement and

company operations.

JOSETTE LABOUDALLON Administration & Accounts Manager.

Ms. Josette Laboudallon has been with BODCO for 18 years now and has experience

in all the areas within the company. She is also the expert/trainer for the Point of

Sale (POS Square) Software and attended the training courses in Singapore. She is

also the Finance Manager.

PETER JOUBERT Purchasing Manager.

Mr. Peter Joubert has been with BODCO for many years and is responsible for

liaising with suppliers and manufacturers, as well as with shipping companies and

freight forwarders to ensure that all orders are shipped and supplied in accordance

with order specification.

ALAIN JEAN Stock Control Manager.

Mr. Alain Jean works with the Purchasing Manager, and liaises with the Accounts

Department to supervise the POS systems. He has been with BODCO for many years.

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ALEX CHARLETTE Warehouse Manager.

Mr. Alex Charlette has many years of practical experience as a warehouse and stores

supervisor with BODCO and other companies. He is responsible for all stock control

and the management of the BODCO warehouses.

4.5 General

The directors of BODCO have all completed and signed the Directors Declaration required

in terms of Schedule 13 of the Listings Requirements and have confirmed that they have not

been:

disqualified by any court from acting as a director of a company or from acting in

the management or conduct of the affairs of any company or been the subject of

any public criticisms by statutory or regulatory authorities (including recognized

professional bodies);

convicted of any offence involving dishonesty, fraud or embezzlement or

convicted in any jurisdiction of any criminal offence (without the option of paying

a fine) or any offence under legislation relating to the Act;

adjudged bankrupt or declared insolvent or entered into any individual

voluntary compromise arrangements or creditor’s liquidation or been

sequestrated in jurisdiction or been a director of any company or a partner or

any partnership at the time or within the twelve months preceding any of the

following events taking place; receivership, compulsory liquidation, creditors

voluntary liquidation, administration, company voluntary arrangements or any

composition or arrangement with creditors generally or any class of creditors;

and/or

barred from entry into any profession or occupation.

In addition, the directors have:

undertaken to comply with the Listings Requirements and to discharge their

duties in ensuring such compliance whilst directors; and

acknowledged that certain of the Listings Requirements affect them directly in

their personal capacities as well as in their capacities as directors and have

21

undertaken to be bound by and to comply with all such requirements whilst they

are directors.

Details of the companies and partnerships (other than the subsidiaries of BODCO) of which

the executive directors have been directors or partners with the period of 5 years preceding

the date of this document and are still directors or partners of are set out below:

Mr. John. H. Atkinson Adonis s.a., Panama

A.P.D. (E.A.) Limited, Kenya

Baridine limited, Kenya

Aquifer Limited, Kenya

Cove Holdings Limited, Kenya

Satao Safari Camp Limited, Kenya

Shimba Hills Safari Lodge Ltd., Kenya

Southern Cross Safaris (Mba) Ltd., Kenya

Sydney Marine Sand (Pty) Ltd., Australia

Mrs. Beulah. Z. Atkinson Adonis s.a., Panama

A.P.D. (E.A.) Limited, Kenya

Shimba Hills Safari Lodge Ltd., Kenya

Mr. Basil J.W. Soundy BS Associates

And Villa Caballero Luxury Chalets

Mrs. Vivienne P. Soundy Hygrosey Limited

Crown Equity (Proprietary) Limited

Royal Equity (Proprietary) Limited

Concord Equity (Proprietary) Limited

Crescent Equity (Proprietary) Limited

Diamond Equity (Proprietary) Limited

Emerald Equity (Proprietary) Limited Ruby Equity (Proprietary) Limited Saphire Equity (Proprietary) Limited Sovereign Equity (Proprietary) Limited Jaba (Proprietary) Limited

22

5. CORPORATE GOVERNANCE

Bodco is fully committed to effective corporate governance and is committed to continued

implementation of any recommendation where appropriate, and to the Listings

Requirements:

It endeavours to conduct its business in accordance with the principles of

accountability, transparency and integrity.

These principles and standards are to ensure that shareholders and other

stakeholders can obtain assurance that ethical management and prudent risk

approaches are followed.

To ensure that such principles and standards are maintained the necessary

structures have been set in place by the Board, which retains full effective control

over BODCO and its subsidiaries and monitors the executive management.

Ongoing attention is being given to matters of corporate governance and the Board is of the

opinion that the company is materially compliant with the Listings Requirements of Trop-X.

5.1 Board of Directors

BODCO is managed by a Board of Directors comprising seasoned professionals with

substantial experience. They are the major decision makers and the body to which the

Executive Management reports. The Executive Management comprises senior management

members from the company and its subsidiaries and they are responsible for BODCO daily

operations.

Non-executive directors are chosen with regard to their experience in fields of business

ancillary to that of the Company or in general business and are required to provide a

worthwhile contribution to the Company. In addition to the scheduled board and

committee meetings, there is also ongoing informal communication between the executive

and non-executive directors.

The appointment of executive and non-executive directors is subject to approval by the

Chairman and the Board of Directors and subsequently to shareholders’ confirmation at the

annual general meeting. Rotation of the Board occurs based on a fifth of the directorate

23

being subject to re-election each year at the annual general meeting. There are a maximum

of 10 Board members.

In addition, the Board had adopted policies relating to appointments to the Board and the

division of responsibilities of directors.

Appointments to the Board are formal and transparent, and a matter for the Board as a

whole.

The policy relating to the division of responsibilities of directors evidence a clear balance of

power and authority at board level to ensure that on one director has unfettered powers of

decision-making.

5.2 Accounting records and internal control

The Board has ensured that adequate systems and internal controls are designed,

maintained and complied with.

6. PURPOSE OF THE LISTING

The purpose of the Listing is to:

create a transparent market with liquidity which will ensure an accurate valuation of

the Company on an ongoing basis;

enhance the market value of the company;

enhance investor and general public awareness of the Company and its business and

place in the insurance and investment sector;

enjoy the flexibility of listed shares in order to take advantage of potential

acquisitions; and

broaden the shareholder base of the Company by affording members of the investing

public, clients and business associates of the Company the opportunity of investing in

its future capital growth.

Trop-X has formally approved the listing of 908,049 Ordinary Shares at a par value of

SCR100 each in the share capital of BODCO with effect from 10:00am on Thursday, 10 April

2014. The Ordinary Shares will trade on the Small and Medium Enterprises Board of Trop-

X under the abbreviated name “BODCO” with the share code “BOD” and ISIN:

SC7935AGEJ10.

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The two controlling shareholders of BODCO, (Adonis s.a. and BJW Soundy), have given the

Sponsor Advisor an irrevocable mandate to sell up to 136,300 (15%) of their collective

ordinary shares in BODCO within twenty four months of the listing in order to comply with

the public share holder requirement of the Small and Medium Enterprises Board of Trop-X

and this to a minimum of 20 shareholders.

7. HISTORICAL FINANCIAL INFORMATION

Annexure 1 contains extracts from the audited financial statements for the Company for the

year ended December 31, 2013.

Effective for the financial year 2013, the Directors decided to adopt International Financial

Reporting Standards (IFRS) as the basis of preparation of the Company’s financial

statements in anticipation of the listing on Trop-X.

(Comparative figures for 2012 have been amended to conform to the 2013 presentation.)

Annexure 2 contains a report of historical audited balance sheet information relating to

BODCO for the years ended 31 December 2012, 2011 and 2010. Annexure 3 contains a

report of historical audited income statement information relating to BODCO for the years

ended 31 December 2012, 2011 and 2010. Annexure 4 contains a report of historical

audited cash flow statement information related to BODCO for the years ended 31

December 2012, 2011 and 2010.

8. BORROWINGS AND OTHER INDEBTEDNESS

8.1 Directors’ borrowing powers

The Articles provide the following in regard to the borrowing powers exercisable by the

directors:

“Subject to the provisions of the Act, the directors may exercise all the powers of the

company to borrow money, and to hypothecate, mortgage or change its undertaking, assets

and uncalled capital, or any part thereof, and to issue debentures, debenture stock, and

other securities as security for any loan to, or debt, liability or obligation of the company or

any third party.”

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8.2 Material loans to BODCO and its subsidiaries

At the date of this Pre-Listing Statement, BODCO and its subsidiaries had no material loans

outstanding.

8.3.1 Contingent liabilities

At the date of this Pre-listing Statement, BODCO and its subsidiaries had no contingent

liabilities.

8.3.2 Capital expenditure commitments

At the end of this Pre-listing Statement, BODCO had no capital expenditure commitments.

8.3.3 Off balance Sheet financing

At the end of this Pre-listing Statement BODCO has no material off-balance sheet

commitment or finance.

8.3.4 Loan capital outstanding

At the date of this Pre-Listing Statement BODCO has no loan capital outstanding.

9. LOANS RECEIVABLE

At the date of this Pre-Listing Statement there are no loans payable to BODCO Limited.

BODCO had not made loans to or furnished security for the benefit of any director or

manager or any associate of any director or manager.

10. DIVIDENDS

10.1 The dividend policy of BODCO will be determined by its Board from time to time, as is

regarded to be prudent in the circumstances; and dividends may consist of scrip dividends or

cash. Subject to such prudential requirements it is the intention of the Board to declare

appropriate dividends for the next two years.

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10.2 Over the past years BODCO has paid the following dividends for the years ending 31

December:

2013 NIL

2012 SCR1.50 per share

2011 NIL

2010 NIL

2009 NIL

10.3 It is anticipated that the next dividend will be in respect of the financial year ending 31

December 2014.

11. MATERIAL CONTRACTS

The irectors of BODCO report that there was no material contracts entered into by the

Company during the two years preceding the date of this Pre-Listing Statement, which were

not in the ordinary course of business.

12. IMMOVABLE PROPERTY OWNED

12.1 At the date of this Pre-Listing Statement, BODCO owned the Government of Seychelles lease

of 99 years on the following immovable properties (with 58 years remaining):

Property (Leasehold)

Net Book Value At 31 Dec 2013 (SCR)

Harbour Trading Estate, Victoria Land Title V1004 : Land Title V2102 : Land Title V6877 : All buildings (some on two levels) Totalling 5,800 m² floor space : TOTAL:

2,450 m² 643 m² 3,906 m² 6,999 m²

4,618,250 1,212,055 7,362,810 60,079,000 66,692,115

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12.2 The company carries its investment at fair value, with changes in fair value being recognized

in the income statement. The group last engaged an independent professional Valuer to

determine the fair value at December 31, 2010. The Valuer used a mix of valuation

techniques consisting of discounted cash flow and model and comparable market data.

The determined fair value of the investment properties is most sensitive to the estimated

yield as well as the remaining term of the government lease. The valuation of investment of

the properties as at December 31, 2013, was based on the Directors’ best estimates,

subsequently confirmed by an external Valuer.

12.3 The stock value of SCR 26,011,056 as at December 31, 2013 is based on CIF cost of saleable

items as certified by the Auditors. The average mark-up on stock at point of sale is 30% plus

VAT.

13. WORKING CAPITAL STATEMENT

The directors of BODCO are of the opinion and have reasonable grounds for believing that

the working capital available to the company is sufficient for its present requirements and

will remain adequate for the twelve months following the date of this document. Cash at

bank amounts to the value of 2½ months of imports, with a further bank facility of another

1½ months of imports if required.

14. COSTS

The costs to be incurred in the Listing are estimated to be approximately SCR900,000 and

include the listing fee, advisors fees, printing and listings preparation.

15. LITIGATION STATEMENT

There are no legal or arbitration proceedings or proceedings which are pending or

threatened of which the Company is aware that may have or have had in the previous 12

months a material effect on the financial position of BODCO.

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16. LEGISLATIVE CONSIDERATIONS

Immovable Property

In Gazette No. 8 of 11 February 2013, the Minister of Land Use and Housing exempted the

purchase or acquisition by a non-Seychellois of shares of companies listed on the Seychelles

Securities Exchange and owning immovable property or rights therein in Seychelles from the

application of section 12 (1) of the Immovable Property (Transfer Restriction) Act.

Transfer of Shares

In the Companies Ordinance (Amendment) Act, 2012, a new section 84 (a) was added

allowing for shares and debentures of a company listed on the Seychelles Securities Exchange

to be transferred by electronic means.

Stamp Duty

Schedule 3(4) (c) of the Securities Act 2007, exempts the payment of stamp duty on all

instruments constituting, evidencing or relating to securities or transfer of or other dealings

in listed companies or other listed securities.

17. RESPONSIBILITY STATEMENT

The directors of BODCO whose names are given in paragraph 4 of this document collectively

and individually accept full responsibility for the accuracy of the information given and

certify that, to the best of their knowledge and belief, there are no facts that have been

omitted which would make any statement false or misleading and that all reasonable

enquiries to ascertain such facts have been made and that the document contains all

information required by law and the Listings Requirements.

18. EXPERTS’ CONSENTS

The auditors have consented in writing to act in the capacities stated in this Pre-Listing

Statement, and, where applicable to the inclusion of their reports in this Pre-Listing

Statement in the form and context in which they appear and have not withdrawn such

consents prior to the Issue of this Pre-Listing Statement.

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19. DOCUMENTS AVAILABLE FOR INSPECTION

The following documents or copies thereof, will be available for inspection during normal

business hours at the registered office of the Company at BODCO Building, Veloutier Road,

Harbour Trading Estate, Victoria.

1. Pre-Listing Statement (signed);

2. Memoranda and Articles of Association of BODCO

3. Signed financial statements of BODCO for the period ended 31 December 2013;

4. Reports of the auditors, copies of which are set out in Annexures 1,2 ,3 and 4 to this

Pre-Listing Statement; and

5. Written consents of the auditors, company secretary and sponsor advisor to the

publication of their names and, where applicable, their reports in the form and

context in which they appear in this Pre-Listing Statement.

Signed at Victoria by B. Soundy for and behalf of all the directors of the company being duly

authorized in terms of the separate powers of attorney granted to him.

Basil J.W. Soundy Chief Executive Officer 8 April 2014

30

ANNEXURE 1: EXTRACTS FROM THE AUDITED 2013 FINANCIAL

STATEMENTS OF BODCO

31

32

33

34

35

36

ANNEXURE 2: HISTORICAL INCOME STATEMENTS RELATING TO BODCO

2012 2011 2010

SCR SCR SCR

Sales Revenue 47 641 704 41 455 538 34 180 761

Cost of sales (30 796 047) (29 178 794) (28 032 011)

Gross margin 16 845 657 12 276 744 6 148 750

Rentals and miscellaneous income 1 846 844 2 175 224 2 110 067

Other operating income 366 092 356 859 1 693 936

Total income 19 058 593 14 808 827 9 952 753

Administration expenses (8 005 410) (6 273 197) (6 822 023)

Depreciation of fixed assets (1 753 510) (1 570 407) (465 373)

Interest paid - (843 919) (61 968)

(9 758 920) (8 687 523) (7 349 364)

Profit before taxation 9 299 673 6 121 304 2 603 389

Taxation (3 093 785) (721 005) -

- -

Retained net profit for the year 6 205 888 5 400 299 2 603 389

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ANNEXURE 3: HISTORICAL BALANCE SHEETS RELATING TO BODCO

2012 2011 2010

SCR SCR SCR

ASSETS

Non-current assets

Tangible fixed assets 71 530 266 72 646 235 74 082 556

71 530 266 72 646 235 74 082 556

Current assets

Inventories 26 826 130 22 339 052 13 914 943

Trade and other receivables 942 837 682 467 983 203

Cash and cash equivalents 3 913 871 849 933 321 962

Total assets 103 213 104 96 517 687 89 302 664

EQUITY AND LIABILITIES

Capital and reserves

Share capital 90 804 900 10 200 10 200

Capital redemption reserve -

989 800 989 800

Property revaluation reserves -

66 037 015 66 037 015

Shareholders loan accounts -

3 471 860 3 641 048

Retained earnings 5 961

763 11 465 200 6 064 901

Total equity 96 766 663 81 974 075 76 742 964

LIABILITIES

Non current liabilities

Long term loans

-

11 359 400 11 699 400

Provisions for staff compensation

733 476 709 687 676 856

733 476 12 069 087 12 376 256

Current liabilities

Trade and other payables 949 547 1 753 520 183 444

Current tax liabilities 3 401 344 721 005 -

Dividend payable 1 362 074 -

-

5 712 965 2 474 525 183 444

Total liabilities 6 446 441 14 543 612 12 559 700

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ANNEXURE 4: HISTORICAL CASH FLOW STATEMENT RELATING TO BODCO

2012 2011 2010

SCR SCR SCR

Cash flows from operating activities

Profit before tax 9 299 673 6 965 223 2 665 285

Adjusted for:

Depreciation 1 753 510 1 570 407 465 373

11 053 183 8 535 630 3 130 658

Changes in working capital:

-Change in trade and other receivables (260 370) 300 736 733 103

-Change in inventories (4 487 077) (8 424 109) 815 010

-Change in trade and other payables 3 238 440 2 291 081 - 1 861 335

-Change in provisions 23 789 32 831 - 4 407 587

9 567 965 2 736 169 - 1 590 151

Tax paid (3 093 785) (721 005) -

Net cash inflow from operating activities

6 474 180 2 015 164 (1 590 151)

Cash flows from investing activities

Purchase of tangible assets (637 542) (134 086) (169 118)

Dividend paid (1 362 074) - -

Interest paid - (843 919) (61 896)

Reduction shareholder loans (3 471 860) (169 188) -

Repayment of long term loans (11 359 400) (340 000) (160 000)

Changes from non-cash sources 13 420 634 - -

(3 410 242) (1 487 193) (391 014)

Net increase/(decrease) in cash and equivalents

3 063 938 527 971 (1 981 165)

Movement in cash and cash equivalents

At January 1st 849 933 321 962 2 303 127

Increase/(decrease) during the year 3 063 938 527 971 (1 981 165)

At December 31st 3 913 871 849 933 321 962