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| Incorporation |
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| Tortilis Africa Investments has been
incorporated in the Republic of South Africa with an authorised share
capital of 2,000 ordinary shares of a par value of 1 cent each. The
issued share capital is 1,000 ordinary shares of a par value of 1 cent
each issued to Tortilis Holdings. In terms of this proposal, an
additional 1 000 ordinary shares in Tortilis Africa Investments will be
offered to strategic Investors. |
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| Tortilis Africa Investments Offer |
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| In terms of this proposal, interested parties
can either purchase a shareholding in Tortilis Africa Investments and /
or a membership in Tortilis Africa Leisure. Potential shareholders in
Tortilis Africa Investments will be offered a membership at a discounted
rate to the normal membership price offered. |
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| Tortilis Africa Investments intends offering 1
000 ordinary shares of a par value of 1 cent each to potential investors
at R 250,000 per ordinary share ("offer shares"). Once all the offer
shares are fully subscribed for by investors, Tortilis Africa
Investments will be capitalised by R 250 million. |
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| Combination investment and membership offerings
are as follows (only memberships are subject to VAT and the prices below
are exclusive of VAT): |
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Options |
Cost per Share |
Membership Option |
Total Cost |
| Option 1 |
R 250 000 |
R 100 000 - 20
Bed-nights per annum |
R 350 000 |
| Option 2 |
R 250 000 |
R 200 000 - 42
Bed-nights per annum |
R 450 000 |
| Option 3 |
R 250 000 |
R 240 000 - 52
Bed-nights per annum |
R 490 000 |
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| Nature of Business, Objective and Strategy |
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| Tortilis Africa Investments has specifically
been established to invest in a portfolio of luxury lodges and boutique
hotels and to acquire bed-nights across Southern Africa including the
Indian Ocean Islands. Tortilis Africa proposes an initial fund-raising
of up to R 250 million of equity capital for this purpose. |
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The objective of Tortilis Africa Investments is to achieve attractive
returns through the sale of bed-nights to Tortilis Africa Leisure and by
achieving a significant return from the Investment lodges in its diverse
portfolio.
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| The investment strategy is to (i) initially drive investment into
existing eco-based luxury establishments across the Southern African
region with phase 2 including East Africa and the Indian Ocean Islands
and (ii) developing identified Greenfield development projects. |
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| Tortilis Africa Investments will invest in the following manner: |
- By acquiring bed-nights from Participating lodges through a
participation agreement whereby the lodge will provide Tortilis Africa
Investments access to at least 30% of its bed-nights;
- By acquiring a strategic shareholding of at least 30% in the
lodge which will include access to at least 30% of the lodges’
bed-nights; and
- By acquiring a shareholding of between 30% and 100% in
Investment lodges and allocating at least 30% of the bed-nights to the bed-night
portfolio.
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| Tortilis Africa Investments will essentially consist of both a diverse
portfolio of luxury Investment lodges and a portfolio of bed-nights
secured from the Participating lodges and the Investment lodges within
the investment portfolio. The bed-nights will be sold to Tortilis Africa
Leisure for allocation to the members within Tortilis Africa Leisure.
Refer to section 00 for further detail on Tortilis Africa Leisure. |