PROSPECTUS 2017 - VM Wealth Management - Victoria Mutual ...

OFFER TO THE PUBLIC OF ORDINARY SHARES

PROSPECTUS 2017

Opening Date: December 11, 2017 at 9:00 a.m. Closing Date: December 18, 2017 at 4:00 p.m.

VMInvestmentsLtd.com

1. Introduction This Prospectus (the “Prospectus”) is issued by Victoria Mutual Investments Limited (the “Company”) in Jamaica for use only in Jamaica and is not to be construed as making an invitation or offer to persons outside of Jamaica to subscribe for shares or other securities. A copy of this Prospectus, having attached thereto the documents specified in Section 15 entitled “Documents Available for Inspection” was delivered to the Companies Office of Jamaica pursuant to Section 40 (2) of the Companies Act, 2004 and was registered by the Companies Office of Jamaica on November 30, 2017. The Companies Office of Jamaica accepts no responsibility whatsoever for the contents of the Prospectus. The Financial Services Commission (the “Commission”) registered this Prospectus on December 4, 2017 pursuant to Section 26 of the Securities Act. The Commission has neither approved the offered securities nor has the Commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence.

VICTORIA MUTUAL INVESTMENTS LIMITED on its own behalf INVITES THE PUBLIC TO SUBSCRIBE for Up to 300,005,000 Ordinary Shares at a fixed price of J$2.45 per Ordinary Share, subject to the price applicable to Reserved Shares (being J$2.08 per Ordinary Share for VM Group Employees Reserved Shares and J$2.33 per Ordinary Share for VM Group Members Reserved Shares) payable in full on delivery of Application.

The Directors whose names appear in Section 9 accept full responsibility, collectively and individually, for all the information in this document relating to the Company, its subsidiaries and associated companies (as defined in the Companies Act, 2004). The Directors have taken all reasonable care to ensure that, to the best of their knowledge and belief, the information given herein or in those portions for which they have particular responsibility is in accordance with the facts and does not omit anything likely to affect, in a material way, the import of such information. No person is authorised to provide information or to make any representation whatsoever in connection with this Prospectus, which is not contained in this Prospectus.

Dated the 29th of November, 2017

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The Company invites Applications on behalf of itself for up to 300,005,000 ordinary shares in the capital of the Company (“Ordinary Shares”) which are newly issued shares in the offer made by it to the public subject to this Prospectus (the “Offer”). A total of 225,003,750 Ordinary Shares in the Offer (“the Reserved Shares”) are initially reserved for priority application from the following persons (the “Reserved Share Applicants”): (a) 75,001,250 Ordinary Shares for permanent employees of The Victoria Mutual Building Society and its subsidiaries (the “VM Group Employees Reserved Shares”). All VM Group Employees Reserved Shares are priced at J$2.08 per Ordinary Share; and (b) 150,002,500 Ordinary Shares for members of The Victoria Mutual Building Society (except licensed financial institutions) as at August 31, 2017, clients of Victoria Mutual Wealth Management Limited (except licensed financial institutions) as at August 31, 2017 and current directors of The Victoria Mutual Building Society and its subsidiaries (the “VM Group Members Reserved Shares”). All VM Group Members Reserved Shares are priced at J$2.33 per Ordinary Share. The balance 75,001,250 Ordinary Shares are reserved for application by the general public at the price of J$2.45 per Share. If any of the Reserved Shares are not subscribed for by the persons entitled to them they will become available for subscription by the general public at the price of J$2.45. Applications for Ordinary Shares should be made on the form provided at Appendix 1 of this Prospectus, which is also available for download at www.vmwealth.vmbs.com and www.jamstockex.com. The offer to subscribe for the Ordinary Shares will open at 9:00 a.m. on the Opening Date, December 11, 2017. Applications submitted prior to the Opening Date will be received, but not processed until the Opening Date. The Offer will close at 4:00 p.m. on the Closing Date, December 18, 2017. The Company reserves the right to close the application lists at any time without notice if Applications have been received for the full amount of the Ordinary Shares offered, and the right to extend the Closing Date. The Company may also offer Ordinary Shares greater in number than originally offered. It is the intention of the Company to apply to the Jamaica Stock Exchange for admission of the Ordinary Shares to the Main Market. The application will be made as soon as conveniently possible following the closing of the Offer and the allocation of the Ordinary Shares. However, these statements are not to be construed as a guarantee that any of the Ordinary Shares will be listed.

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2. Letter to Prospective Investors Dear Prospective Investor: The Directors of the Company are pleased to invite you to subscribe and purchase 300,005,000 Ordinary Shares in the capital of the Company, on the terms and conditions set out in this Prospectus.  

Company Background Victoria Mutual Investments Limited (“VMIL”) was incorporated in 1984 and is domiciled in Jamaica. It is a wholly-owned subsidiary of The Victoria Mutual Building Society, established in 1878.   VMIL is the parent company and sole owner of Victoria Mutual Wealth Management Limited (“VM Wealth”).   VMIL and its subsidiary are solid organisations, committed to helping their clients achieve financial independence by combining knowledge and expertise with the right mix of financial tools, products and services.  Driven by an objective to provide competitive credit financing solutions for clients, VMIL’s primary offerings include margin loans and corporate loans. Its subsidiary, VM Wealth, is a licensed securities dealer offering investment brokering, investment advisory services and securities dealing services to its clients.  

The Offer In order to provide working capital support to its operations, and to allow the Company to take advantage of new business opportunities, the Company is seeking to raise J$689,261,487.50 by inviting subscriptions for up to 300,005,000 Ordinary Shares.   The subscription list opens at 9:00 a.m. on the Opening Date: December 11, 2017 and closes at 4:00 p.m. on the Closing Date: December 18, 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.  If the Offer is fully subscribed and is successful in raising J$689,261,487.50 in Ordinary Shares, the Company intends to make an application to the Jamaica Stock Exchange for the Ordinary Shares to be admitted to the Main Market within three (3) to four (4) weeks of the Closing Date (or the extended Closing Date, as the case may be).  Please note that this statement of the Company’s intention is not a guarantee that the Ordinary Shares will, in fact, be admitted to trading on the Main Market.  

Use of Proceeds It is the Company’s intention to use the proceeds of the public offering to build its capital base to enable it to grow its business of providing financing solutions and to capitalize on new business opportunities. The Company also intends to use a part of the proceeds to pay the expenses of the Offer, which the

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Company estimates will not exceed J$8.9 million (inclusive of financial advisory fees, brokerage fees, legal fees, auditor’s fees, statutory fees (including Registrar’s fees) and initial listing fees), exclusive of General Consumption Tax.

Dividend Policy If the Offer is successful and the Ordinary Shares are admitted to listing on the Main Market of the Jamaica Stock Exchange, the Board of Directors expects to distribute up to 75% of the after-tax earnings of the Company to ordinary shareholders in the form of cash dividends that are declared and paid in Jamaican dollars. This dividend policy is subject to the availability of profits for that purpose and also the need to reinvest in the Company from time to time.  

How to make an application for shares Those investors who are interested in purchasing Ordinary Shares should read this Prospectus in its entirety and the full terms and conditions of the Offer set out in Section 7.5, and then complete the Application Form set out in Appendix 1.   The Directors hope that prospective investors will join the Company in this exciting new phase of its development.        Yours sincerely, For and on behalf of the Company

Michael McMorris Chairman

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TABLE OF CONTENTS 1.

Introduction i

2.

Letter to Prospective Investors iii

3.

Definitions 1

4.

Important Information about this Prospectus 3

5.

Professional Advisors to the Offer 6

6.

Key Information on the Offer 7

7.

The Offer 9

8.

Information about the Company 13

9.

Directors and Management 18

10.

Management Discussion and Analysis 29

11.

Financial Information 34

12.

Auditor’s Consent 42

13.

Risk Factors 101

14.

Statutory and General Information 103

15.

Documents Available for Inspection 107

16.

Directors’ Signatures 108

Appendix 1 – Application Form Initial Public Offer of Ordinary Shares 109 Appendix 2 – Victoria Mutual Locations 112

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3. Definitions In this Prospectus, the following words and phrases shall, unless the context otherwise requires, be read and construed as having the following meanings: Allotment

The allocation and issuance of Ordinary Shares to successful Applicants

Applicant

A person (including a natural person, a body corporate or unincorporate, whether or not having separate legal personality) who submits an Application

Application

The form of application to be completed by all Applicants for the subscription of Ordinary Shares in this Offer (which is set out in Appendix 1 which shall also be available for download at www.vmwealth.vmbs.com and www.jamstockex.com), duly delivered to any of the locations listed at Appendix 2 of this Prospectus together with payment in full of the Offer Price (as applicable) by an approved payment method

Board of Directors

The board of Directors of the Company, details of which are set out in Section 9 of this Prospectus

Closing Date

The time of closing of the Offer, being December 18, 2017 at 4:00 p.m., subject to the right of the Company to shorten or extend the Closing Date in its sole discretion

Company or VMIL

Victoria Mutual Investments Limited, a company incorporated under the laws of Jamaica with registered office at 8 – 10 Duke Street, Kingston

Director(s)

A member of the Board of Directors

Invitee

A person or entity who has properly received this Prospectus for the purpose of evaluating an investment in the Offer

JCSD

Jamaica Central Securities Depository Limited, a company incorporated in Jamaica (number 58658) with its registered and principal office at 40 Harbour Street, Kingston, Jamaica

Member

A person (including a natural person, a body corporate or unincorporate, whether or not having separate legal personality but excluding licensed financial institutions) who is a member (in the case of The Victoria Mutual Building Society) or a client (in the case of Victoria Mutual Wealth Management Limited) as at August 31, 2017

Offer

The offer by the Company to subscribe for up to 300,005,000 Ordinary Shares on the terms and conditions set out in this Prospectus

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Offer Price

J$2.45 per Ordinary Share or such price as it relates to each Reserved Share, being J$2.08 for VM Group Employees Reserved Shares and J$2.33 for VM Group Members Reserved Shares

Opening Date

The time of opening of the Offer, being December 11, 2017

Ordinary Shares

The ordinary shares in the capital of the Company inclusive of the 300,005,000 ordinary shares (including the Reserved Shares) that are offered for subscription in the Offer

Prospectus

This document which constitutes a prospectus for the purposes of the Companies Act, 2014 and the Securities Act

Registrar

JCSD or such other persons as may be appointed by the Company from time to time to provide the services of registrar for the Company

Reserved Shares

The 225,003,750 Ordinary Shares in the Offer that are reserved for priority application from, and subscription by, VM Group Employees and VM Group Members on the terms set out in Section 7.5 of this Prospectus

Reserved Share Applicants

Applicants who are VM Group Employees or VM Group Members

VM Group Employees

Permanent employees of The Victoria Mutual Building Society or its subsidiaries

VM Group Employees Reserved Shares

The 75,001,250 Ordinary Shares in the Offer that are initially reserved for priority application from, and allotment to, VM Group Employees on the terms and conditions set out in Section 7.5 of this Prospectus

VM Group Members

Members of The Victoria Mutual Building Society or Victoria Mutual Wealth Management Limited and current directors of The Victoria Mutual Building Society and its subsidiaries

VM Group Members Reserved Shares

The 150,002,500 Ordinary Shares in the Offer that are initially reserved for priority application from, and allotment to, VM Group Members on the terms and conditions set out in Section 7.5 of this Prospectus

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4. Important Information about this Prospectus 4.1 Contents of Prospectus This Prospectus has been reviewed and approved by all of the members of the Board of Directors and they collectively and individually accept full responsibility for the accuracy of the information given herein and confirm that, after having made all reasonable enquiries, and to the best of their knowledge and belief: (i) the information is true and accurate in all material respects and is not misleading in any material respect, (ii) any opinions, predictions or intentions expressed herein on the part of the Company are honestly held or made and are not deliberately misleading in any material respect, (iii) that insofar as reasonably possible, all proper inquiries have been made to ascertain and to verify the foregoing, and (iv) this Prospectus does not contain any untrue statement of a material fact or fails to state a material fact necessary in order to make the statements herein, in light of the circumstances under which they are made, not misleading. This Prospectus contains summaries believed to be accurate with respect to certain terms of certain documents, but reference should be made to the actual documents (copies of which will be available for inspection as described in Section 15) for complete information with respect thereto, and all such summaries are qualified in their entirety by such complete information.

4.2 Review of Prospectus In making an investment decision, Invitees are expected to make their own assessment of the Company and the terms of the Offer for subscription herein, including the merits and risks involved. Each Invitee and Applicant acknowledges and agrees: (i) he/she has been afforded a meaningful opportunity to review, and has received, all additional information considered by him/her to be necessary to verify the accuracy of the information contained in this Prospectus, (ii) he/she has not relied on the Company or any persons affiliated with the Company or the legal or other professional advisor to the Company in connection with its investigation of the accuracy of such information or its investment decision, and (iii) no person has been authorized to give information or to make any representation concerning the Company or the Offer for subscription or the Ordinary Shares issued pursuant thereto or to provide information or to make any representation whatsoever in connection with this Prospectus other than as contained in this Prospectus and information given by duly authorized officers and employees of the Company in connection with the investors’

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verification of the information contained in this Prospectus and that, if given or made, such other information or representation should not be relied upon as having been authorized by the Company or any affiliate.

4.3 Change in Business Neither the delivery of this Prospectus nor the offering, sale or allotment of any Ordinary Shares hereunder shall under any circumstances 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.

4.4 Representations Neither the Financial Services Commission nor any Governmental agency or regulatory authority in Jamaica has made any determination on the accuracy or adequacy of this Prospectus. No representation or warranty, expressed or implied, is made by any affiliate of the Company or by the legal or professional advisors to the Company as to the accuracy or completeness of the information set forth herein including, without limitation, information with respect to the Company and nothing contained in this Prospectus is, or shall be relied upon as, a promise or representation, whether as to the past or future.

4.5 Advice Each Invitee and Applicant should consult with his/her own advisors as to the legal, tax, business, financial and related aspects of subscribing for the Ordinary Shares. Neither the Company, nor any of its respective representatives, is making any representation to any Invitee or Applicant regarding legal, tax, business, financial or related aspects concerning subscription for Ordinary Shares, and Invitees should not consider this Prospectus as a recommendation by the Company that they should subscribe for or purchase any Ordinary Shares. Each Invitee must make his or her own investigation and evaluation of the Company and this Prospectus.

4.6 Distribution This Prospectus is intended for use in Jamaica only and is not to be construed as making an offer to persons outside of Jamaica to subscribe for any of the Ordinary Shares. The distribution or publication of this Prospectus and the offering of the Ordinary Shares outside of Jamaica is prohibited by law. The Company requires that anyone who receives this Prospectus inform himself/herself about and observe such restrictions. This Prospectus does not constitute, and may not be used for or in connection with, any offer to, or solicitation by, anyone in any jurisdiction other than Jamaica.

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4.7 Forward Looking Statements Except for the historical information concerning the Company contained in this Prospectus, certain matters discussed in this Prospectus, including without limitation the discussions of future plans and financial projections, contain forward looking statements. Forward-looking statements are statements made based on assumptions or predications of the future which may not necessarily come true. Although the Company believes that in making any such statement its expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Invitees are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. 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 and its businesses, 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, 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. 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: (i) economic, social and other conditions of Jamaica and any other jurisdiction in which the Company may invest, including actual rates of growth of such economies, instability, interest rate changes or exchange rate volatility; (ii) adverse climatic events and natural disasters; (iii) changes in legislation or policy adversely affecting the revenues or expenses of the Company; (iv) any other factor(s) negatively impacting on the realisation of the assumptions on which the Company’s financial projections are based; (v) other factors identified in this Prospectus; and (vi) factors as yet unknown to the Company.

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5. Professional Advisors to the Offer Arranger & Lead Broker Victoria Mutual Wealth Management Limited 6th Floor, The Victoria Mutual Building 53 Knutsford Boulevard Kingston 5

Registrar & Paying Agent Jamaica Central Securities Depository Limited 40 Harbour Street Kingston

Attorneys-at-Law Harrison & Harrison Suite 1 16 Hope Road Kingston 10

Auditors KPMG The Victoria Mutual Building 6 Duke Street Kingston

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6. Key Information on the Offer 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. If you have any questions arising out of this document or if you require any explanation, you should consult your stockbroker, licensed investment advisor, attorney-at-law, accountant or other professional advisor. Issuer:

Victoria Mutual Investments Limited

Securities:

Up to 300,005,000 Ordinary Shares with no par value in the capital of the Company. The Company reserves the right to offer Ordinary Shares greater in number than originally offered.

Offer Price:

J$2.45 per Ordinary Share or such price as it relates to each Reserved Share, being J$2.08 for VM Group Employees Reserved Shares and J$2.33 for VM Group Members Reserved Shares. Please note that the JCSD processing fee of J$163.10 (inclusive of General Consumption Tax) per Application must be included in each payment.

Minimum Subscription:

Applicants must request a minimum of 5,000 Ordinary Shares. Applications above this amount must be in multiples of 1,000.

Application:

The Application Form is set out at Appendix 1 of this Prospectus. Application Forms may also be obtained at www.vmwealth.vmbs.com and www.jamstockex.com. Each Application Form must be delivered with payment to any of the locations set out in Appendix 2.

Payment:

Payment for all Ordinary Shares must be made in full upon delivery of an Application together with a flat fee for processing by Jamaica Central Securities Depository of J$163.10 (inclusive of General Consumption Tax) and a dividend mandate fee (where applicable) of J$163.10 (inclusive of General Consumption Tax).

Payment Method:

(1) cleared funds held in an investment account in the Applicant’s name at Victoria Mutual Wealth Management (“VM Wealth”), supported by an authorisation from the Applicant instructing VM Wealth to make payment from that account; (2) Manager’s cheque issued by any commercial bank operating in Jamaica made payable to “Victoria Mutual Wealth Management Limited”; (3) transfer by Real Time Gross Settlement (“RTGS”) system to VM Wealth, in the case of payments of J$1 million or more; or (4) transfer via the Automated Clearing House (“ACH”) to VM Wealth.

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Timetable:

REGISTRATION OF PROSPECTUS: November 30, 2017 (Companies Office of Jamaica); December 4, 2017 (Financial Services Commission) PUBLICATION OF PROSPECTUS: December 4, 2017 OPENING DATE:

9:00 a.m. on December 11, 2017

CLOSING DATE:

4:00 p.m. on December 18, 2017

The Company reserves the right to close the application list at any time without notice if Applications have been received for the full amount of the Ordinary Shares offered and the right to extend the Closing Date provided that it does not extend beyond the expiration of 40 days after the publication of this Prospectus for the purposes of section 48 of the Companies Act.

Early Applications:

Applications submitted prior to the Opening Date will be received, but will not be 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. All other Applications will be received and processed on a first come, first served basis.

Confirmation of Basis of Allotments:

A notice confirming the provisional basis of allotment will be delivered to the Jamaica Stock Exchange 3 days after the Closing Date.

Refund Cheques:

Returned Applications and Refund Cheques will be available for collection from Victoria Mutual Wealth Management Limited within 10 days after the Closing Date.

Final Allotment:

There will be final allotment of the Ordinary Shares within 10 days of the Closing Date. Successful Applicants will receive a letter from the Registrar, confirming their final allotments.

Intention to List on JSE:

The Company intends, immediately following the closing of the Offer, to make an application to the Jamaica Stock Exchange to list the Ordinary Shares in this Offer on the Jamaica Stock Exchange Main Market. This statement is not to be construed as a guarantee that the Ordinary Shares will be listed. The making of the application by the Company, and its success, is dependent on the criteria for admission set out in the Jamaica Stock Exchange Rules. In the event that the Offer fails to achieve the required minimum subscription prescribed for listing on the Jamaica Stock Exchange, then the Offer will be withdrawn and the funds so subscribed will be refunded in full.

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7. The Offer 7.1 Invitation You are advised to read this entire Prospectus carefully before making an investment decision about this transaction. Your specific attention is drawn to the Risk Factors in Section 13 of this Prospectus. The Company invites Applications for up to 300,005,000 Ordinary Shares in this Offer. A total of 225,003,750 Ordinary Shares in the Offer are initially reserved for priority application from, and subscription by, the following persons: (a) 75,001,250 Ordinary Shares for VM Group Employees at the price of J$2.08 per Share; and (b) 150,002,500 Ordinary Shares for VM Group Members at the price of J$2.33 per Share. The balance 75,001,250 Ordinary Shares are reserved for application by the general public at the price of J$2.45 per Share. If any of the Reserved Shares are not subscribed for by the persons entitled to them they will become available for subscription by the general public at the price of J$2.45. Reserved Share Applicants may also apply in the Offer for Ordinary Shares at the price of J$2.45. The Offer will open at 9:00 a.m. on the Opening Date, December 11, 2017 and will close on the Closing Date, December 18, 2017. However, the Company reserves the right to close the application list at any time without notice if Applications have been received for the full amount of the Ordinary Shares offered and the Company also reserves the right to extend the Closing Date. The Company may also offer Ordinary Shares greater in number than originally offered so as to satisfy all or part of the Applications for Ordinary Shares in excess of the 300,005,000 shares comprising the Offer.

7.2 Intention to List Upon the closing of the Offer, the Company intends to apply to list all the Ordinary Shares on the Main Market of the Jamaica Stock Exchange. This is not a guarantee that the Ordinary Shares will be listed. The making of the application by the Company, and its success, is dependent on the criteria for admission set out in the Jamaica Stock Exchange Rules. In the event that the Offer fails to achieve the required minimum subscription prescribed for listing on the Jamaica Stock Exchange, then the Offer will be withdrawn and the funds so subscribed will be refunded in full.

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7.3 Use of Proceeds The Company seeks to raise J$689,261,487.50 and intends to use the proceeds of the subscriptions of the Ordinary Shares for the following: • To capitalise the Company to enable it to carry out its business of providing financing solutions and to take advantage of new business opportunities. • Payment of the expenses of this Offer.

7.4 Application Procedures Invitees who wish to subscribe for the Ordinary Shares in the Offer must follow the procedures below: (1) You must apply for the Ordinary Shares in the Offer by means of the Application Form, which is set out at Appendix 1 and which is also available for download at vmwealth.vmbs.com and www.jamstockex.com. (2) Applications for VM Group Employees Reserved Shares must be made by a VM Group Employee as the primary applicant and may be made jointly with applicants who are not VM Group Employees. Applications for VM Group Members Reserved Shares must be made by a VM Group Member as the primary applicant and may be made jointly with applicants who are not VM Group Members. (3) The primary Applicant must be at least 18 years old. (4) Each Application must be accompanied by a copy of: (i) Valid identification (Drivers’ License, Passport or National ID); and (ii) Taxpayer Registration Number (TRN) card; and (iii) Payment in full as set out below. (5) All completed Applications must be delivered to Victoria Mutual Wealth Management Limited at any of its offices or at any of the locations set out at Appendix 2 by 4:00 p.m. on the Closing Date. (6) The payment that must accompany each Application must be the full amount payable for the Ordinary Shares applied for, priced at J$2.45 per Ordinary Share, or such price as it relates to each Reserved Share (being J$2.08 for VM Group Employees Reserved Shares and J$2.33 for VM Group Members Reserved Shares), TOGETHER WITH the following, which must be paid by one of the methods set out below:

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(i)

JCSD application fee of J$163.10 (inclusive of General Consumption Tax); plus

(ii)

If applicable, Dividend Mandate of J$163.10 (inclusive of General Consumption Tax).

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(7) Payment must be made by any of the following methods: (i) cleared funds held in an investment account in the Applicant’s name at Victoria Mutual Wealth Management (“VM Wealth”), supported by an authorisation from the Applicant instructing VM Wealth to make payment from that account; (ii) Manager’s cheque issued by any commercial bank operating in Jamaica made payable to Victoria Mutual Wealth Management Limited; (iii) transfer by Real Time Gross Settlement (“RTGS”) system to VM Wealth, in the case of payments of J$1 million or more; or (iv) transfer via the Automated Clearing House (ACH) to VM Wealth. (8) Each Application must be for multiples of 1,000 Ordinary Shares subject to a minimum of 5,000 Ordinary Shares.

7.5 Terms and Conditions The Offer is subject to the following terms and conditions: (1)

All Applicants will be deemed to have agreed to the terms and conditions set out in this Prospectus inclusive of the Appendices and including those set out in this section.

(2)

The Directors of the Company in their sole discretion may accept (in whole or in part) or reject any Application even if your application is received, validated and processed. The acceptance may be in respect of the whole or any part of your Application and, accordingly, the allocated number of shares may be reduced.

(3)

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 the Ordinary Shares in respect of which your application has been accepted at the Offer Price.

(4)

APPLICATIONS MAY BE SUBMITTED IN ADVANCE OF THE OPENING DATE. Early 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. All other Applications will be received and processed on a first come, first served basis.

(5)

If the Offer is oversubscribed, the Ordinary Shares may be apportioned for Allotment among the Applicants by the Directors, taking into account the factors described at sub-paragraphs (6), (7) and (8) below and any other factors that the Directors consider relevant. Should the Offer be oversubscribed, Applicants may be allotted fewer Ordinary Shares than they applied for.

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(6)

Once the Offer closes, if the Offer is oversubscribed then and in such event the Ordinary Shares may be allotted to Applicants on a “pro rata” basis.

(7)

In the event that the Offer is oversubscribed, the Directors reserve the right in their sole discretion (but shall not be obligated) to issue and allot further Ordinary Shares in the Company as part of this Offer, on the same terms and at the same Offer Price, such new shares to rank pari-passu with the Ordinary Shares.

(8)

In the event that the subscription for VM Group Employees Reserved Shares or VM Group Members Reserved Shares exceed the number of Ordinary Shares that are initially reserved for VM Group Employees and VM Group Members, and the Ordinary Shares are allocated to the Reserved Share Applicants on a “pro rata” basis, the Reserved Share Applicants shall be deemed (unless they otherwise indicate) to have applied for such number of Ordinary Shares at the Offer Price to the public of J$2.45 per Ordinary Share as the balance of the subscription monies paid by them may purchase. In the event that Applications for Reserved Shares are received from any category (whether VM Group Employees or VM Group Members) for less than the block which has been reserved for them, the Reserved Shares not so taken up will be available for allocation to the other Reserved Share Applicants and thereafter they will become available for subscription by the general public at the price of J$2.45.

(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 Ordinary Shares allotted to the Applicant(s).

(10) Cheques for the amounts refundable to Applicants whose Applications are not accepted in whole or in part will be refunded by post or credit to accounts at Victoria Mutual Wealth Management Limited, without interest on such amounts.  The Company will use its best efforts to put the letters of allotment and refund cheques in the mail within ten days after the Closing Date or as soon thereafter as practicable.  (11) Each letter of allotment and refund cheque will be mailed through the post at the Applicant’s risk to the address of the Applicant (or of the first-named joint Applicant) stated in the Application. (12) Letters of allotment are not transferable or assignable.

7.6 Minimum Fundraising For the purposes of the requirement for disclosure set out in section 48 of the Companies Act, 2004, the minimum amount which, in the opinion of the Directors, must be received by the Company in order to provide for the matters set out in paragraph two of the Third Schedule to the Act is J$8.9 million.

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8. Information about the Company Victoria Mutual Investment Limited (“VMIL”) was incorporated in 1984 and is domiciled in Jamaica. It is a wholly-owned subsidiary of the Victoria Mutual Building Society, established in 1878. VMIL is the parent company of Victoria Mutual Wealth Management Limited (“VM Wealth”), which was founded in 1994.

As part of the VM Group’s strategic goal of being a Strong Integrated Financial Group, in 2017 the organisation initiated the recapitalisation of VMIL (the holding company of VM Wealth), as a vehicle to facilitate corporate lending and investing to support well run Jamaican businesses. To date, VMIL has successfully raised $500 Million of debt by way of a private placement.  

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VMIL offers a range of products including margin loans, insurance premium financing, lease financing, underwriting services and secured corporate loans, managed by the financial expertise  of the VM Wealth team.

VM Wealth Management Limited (Subsidiary of VMIL) VM Wealth has been a member of the Jamaica Stock Exchange since 1994 and operates as a licensed securities dealer.  VM Wealth has earned a credible name for itself amongst the top performing investment managers in Jamaica, due to its strong and consistent performance, spanning many years. The company has played a critical role in promoting investment opportunities to investors – as a leading securities dealer and a formidable player in the stock brokerage and capital market businesses.   Over the last five years, the organisation’s revenue stream has evolved from a predominantly fixed income and securities trading, where approximately 70% of its total revenues came from net interest income. Since 2011, VM Wealth has diversified its revenue streams, becoming active in the asset management and capital market space, with a comprehensive range of products and services. This has resulted in VM Wealth now earning approximately 70% of its revenue from non-interest income sources.   The dynamic team of Portfolio Managers and Licensed Investment Advisors aims to fulfil the mission: “to optimize the wealth of our customers and safeguard their financial well-being, through careful personal evaluation and expert analysis of prevailing market and economic conditions.” VM Wealth strives to anticipate market trends, see opportunities and execute winning solutions for wealth creation, wealth management and wealth preservation. A clear understanding of clients’ needs, coupled with a well experienced and competent investment management team, will ensure that VM Wealth delivers what clients require. 

Key VM Wealth Milestones VM Wealth achieved many successes over the last few years. These include: 2011

Established the asset management business by launching its portfolio management products which has grown to $11.2 billion as at September 2017

2011

Launched the capital markets business, achieving a high level of annual growth, raising 46.99 Billion up to September 2017.

2015

Achieved net profit after tax of over $300 Million for the first time in the company’s history

2016 Launched suite of unit trusts products which stands at over $8 billion

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2016

Raised a total of over $1.53 Billion in an IPO of ordinary shares on the Jamaican Stock Exchange which was the largest in the history of the Exchange at the time

2017 Established Property Fund with marquee new property (The Towers)

The Victoria Mutual Building Society The Victoria Mutual Building Society (“VMBS”) is a proud Jamaican mutual financial organisation that has been empowering its members to acquire homes and achieve financial independence for over 139 years. Its mutual status means that it isowned by and run for the benefit of all its members, regardless of the size of their savings account or mortgage loan. VMBS is committed to prudent management, and therefore apply its knowledge and expertise, careful planning and measured risk, as it makes sound investment decisions. In addition to providing value to its members, VMBS also focusses on being a model corporate citizen, by encouraging greater inclusion and the advancement of individuals and families, so that sustainability may be fostered within our communities and quality of life improved. The organisation provides individual consumers, small and medium businesses and large corporate entities with a suite of financial services, which includes savings and investments; wealth and pension fund management; mortgages; real estate and money transfer services; and general insurance. These services are offered through five strategic business units and an affiliate company, supported by a network of 16 branches and representative offices in the United Kingdom and the United States. VMBS is expanding its suite of credit financing solutions through VMIL.

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8.1 Capital Structure Date

Authorised

Issued

ORDINARY SHARES July 23, 1984 March 15, 2002 November 9, 2017

400

400

24,000,400

24,000,400

5,000,000,000

1,200,020,000

PREFERENCE SHARES March 15, 2002

12,000,000

Nil

On March 15, 2002 the Company’s authorised and issued share capital was increased to 24,000,400 ordinary shares. On November 9, 2017, the Company’s authorised share capital was increased to 5,000,000,000 ordinary shares. Concurrently, the 24,000,400 issued ordinary shares were split at a rate of 50:1. The number of issued ordinary shares at the date of this Prospectus is 1,200,020,000. In relation to preference shares, the Company has an authorised share capital of 12,000,000 as at the date of this Prospectus, which was previously fully issued but has been repaid. As of the date of this Prospectus, the shareholding of the Company of Ordinary Shares was as follows: Shareholder The Victoria Mutual Building Society

Shareholding

Percentage Holdings

1,200,020,000

100%

Upon the closing of the Offer, on the assumption that all the Ordinary Shares in the Offer are fully subscribed in the proportions initially anticipated, the shareholdings of the Company will be: Shareholder The Victoria Mutual Building Society Reserved – VM Group Employees Reserved – VM Group Members General Public Total

Shareholding

Percentage Holdings

1,200,020,000

80%

75,001,250

5%

150,002,500

10%

75,001,250

5%

1,500,025,000

100%

By virtue of the provisions of the Companies Act, 2004, shares in the Company have no par value.

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As of the date of this Prospectus, the indebtedness of the Company was as follows: Lender

Type of Facility

Amount

JCSD Trustee Services Limited (on behalf of certain bondholders pursuant to Trust Deed dated July 24, 2017)

Secured 8% Jamaican Dollar Bond

J$500,000,000.00

8.2 Material Contracts In the years preceding the date of this Prospectus, the material contracts (contracts that are not in the ordinary course of business) that the Company has entered into are as follows: (i)

Trust Deed dated July 24, 2017 pursuant to which the Company issued a secured Bond to raise J$500,000,000.00; and

(ii)

Management Agreement between the Company and VM Wealth.

8.3 Litigation As at the date of this Prospectus, there were no litigation, arbitration or similar proceedings, pending or threatened against the Company nor does the Board of Directors believe that there are circumstances that may give rise to such proceedings.

8.4 Dividend Policy If the Offer is successful and the Ordinary Shares are admitted to listing on the Main Market of the Jamaica Stock Exchange, the Board of Directors expects to distribute up to 75% of the after-tax earnings of the Company to ordinary shareholders in the form of cash dividends that are declared and paid in Jamaican dollars. This dividend policy is subject to the availability of profits for that purpose and also the need to reinvest in the Company from time to time. The Board of Directors may change this dividend policy from time-to-time as a result of changes in the return-on-equity of the Company, its liquidity needs or material changes in tax policy affecting the business among other things.

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9. Directors and Management DIRECTORS OF THE COMPANY Michael A. McMorris, BA – Chairman [Non-Executive] Mr. McMorris is the Chairman of the Board of Directors of the Company. He is also the Chairman of the Board of Directors of The Victoria Mutual Building Society and has held that office since 2011. He is Principal of the business management firm KRONOS Limited and works with local and international investors in the area of new venture development and strategic management. Mr. McMorris has had a successful career in both the Private and Public sectors. He was previously an Executive Director of Jamaica Promotion Corporation (JAMPRO) and prior to that, held the post of CEO with Trafalgar Commercial Bank (now First Global) and Knutsford Capital Merchant Bank, which he helped found. Mr. McMorris holds a Bachelor’s Degree in Economics and Politics & Public Affairs from the University of Miami as well as advanced finance training from Citibank’s School of Banking where he started his career. Currently, Mr. McMorris also serves as Chairman of Victoria Mutual Wealth Management Limited and VMBS Money Transfer Services Limited, 1st Vice President of the Jamaica Chamber of Commerce and Director of other commercial enterprises. Previously, Mr. McMorris has served President of the Merchant Bankers Association, Chairman of the Finance Committee of the Airports Authority of Jamaica and a member of the Board of the National Exim Bank.

Mathew Wright, MPhil, MA, BA [Non-Executive] Mr. Mathew Wright is the Principal of IWC Capital Management LLC, a New York based private equity firm specializing in multi-family residential and commercial real estate investments in New York City. Mr. Wright has over 13 years’ experience in corporate finance, credit risk management and real estate investment. He is a former Vice-President in the Infrastructure Finance Group of Citibank Global Capital Markets in New York, with responsibility for providing financial advisory and debt arrangement services to major infrastructure projects in North America, Latin America and the Caribbean. Mr. Wight has also served as Assistant Vice-President for Capital Markets in the Emerging Market

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and Corporate Bank for Citibank Jamaica. Mr. Wright is a former Cambridge Commonwealth Scholar and holds a Master of Philosophy in Environment and Economic Development from Cambridge University in the United Kingdom, a Master of Arts Degree in International Development Policy from Stanford University, California and Bachelor of Arts Degree in Economics from Williams College, Massachusetts. He also serves as a Board member for the Victoria Mutual Building Society.

Milton J. Samuda, Esq. [Non-Executive] Mr. Milton J. Samuda is the Managing Partner of Samuda & Johnson and heads the Firm’s Commercial Department. His practice includes Tourism, Corporate and Hotel Financing; Trade and Transportation; Mining and Energy; Sports and Entertainment; and Maritime Law. He is the Immediate Past Chairman of Jamaica Promotions Corporation (JAMPRO) and Past President of the Jamaica Chamber of Commerce (JCC). Currently, he is a director of Victoria Mutual Wealth Management, Creditinfo Jamaica Limited, Berger Paints Jamaica Limited, OMS Associates Limited, Strategic Corporate Interventions Limited, the Business of Sports and is a principal of The PowerSports Dynasty Limited. Additionally, he is a member of the Audit Risk & Credit Committee and Compensation Committee of the West Indies Cricket Board and of the Competent Authority in respect of the CoProduction Film Treaty between the United Kingdom and Jamaica. Mr. Samuda is chairman of Sabina Park Holdings, the Institute of Law and Economics, the National Dance Theatre Company (NDTC) and the Wolmer’s Trust as well as a member of the Board of Management of the Wolmer’s Trust Schools. A member of the Advisory Board of the Spanish Jamaican Foundation, Mr. Samuda also serves as the Foundation’s Secretary and is also a member of the Finance & General Purposes Committee of the University of the West Indies. Mr. Samuda holds a L.L.B. (Hons.) degree from the University of the West Indies and was admitted to practice in Jamaica in 1982 having completed studies at the Norman Manley Law School. In 1993 he was also admitted to practice in the British Virgin Islands. An Anglican, Mr. Samuda is married to Elizabeth and has three children, Matthew, Marlon and Mariana.

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Noel Hann, EJD, FAIA, MCMI [Non-Executive] Mr. Hann joined the Victoria Mutual Building Society family in 1976 and served the Society for over 30 years. As Senior Vice President Finance and Chief Financial Officer, he had responsibility for Accounting, Finance, Investment, Pension Fund Administration, Foreign Currency Trading and Information Technology. He retired in 2010 as Senior Vice President, Group Risk and Compliance. Mr. Hann also has extensive professional experience in manufacturing, construction and hotel operations. Mr. Hann is a fellow of The Association of International Accountants (UK) and a member of the Chartered Management Institute (UK). In July 2007, he completed an Executive Juris Doctor (EJD) Law Degree at Concord Law School, California, specializing in the technical area with options in Cyber law, Patent Litigation, Intellectual Property and Patent Claim Drafting. He has completed several management development programmes, including Financial Management at the Graduate School of Savings & Loans, North Western University. A past Council Member of the Building Societies Association of Jamaica, Mr. Hann also serves on the Boards of several companies. For the past twenty years, he has been the Chairman of the McGrath High School and is the founder and senior pastor of The New Life Tabernacle Church in Bog Walk, St. Catherine. He is a Justice of the Peace, serves as a Lay Magistrate and is very involved in the communities of Bog Walk and Linstead, serving on the Community Consultative Committees, as well as the Linstead Hospital Redevelopment Committee. Over the years, Mr. Hann has spearheaded numerous programmes geared towards the advancement of young people.

Phillip G. Silvera, FCCA, FCA [Non-Executive] Mr. Phillip Silvera is a long standing member of the Victoria Mutual Family and is a former Executive Vice-President of The Victoria Mutual Building Society, where he spent 30 years in various senior positions including Financial Controller, Chief Accountant and Divisional President. Mr. Silvera is a fellow of the Association of Chartered Certified Accountants (FCCA) UK and the Institute of Chartered Accountants (FCA) Jamaica. He was a licenced Security Dealer for over 5 years and up to 2006, served as a registered Public Accountant.

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Mr. Silvera is currently Chairman of the Board of Directors of Topaz Christian Fellowship and the immediate past President of the Golden Acres Citizens Association. He also serves on the Boards of Victoria Mutual Wealth Management, The Victoria Mutual Building Society, Money Transfer and Westin International Insurance Company Limited.

Sandra M. Shirley, MBA, BSc (Hons), PMP [Non-Executive] Ms. Sandra Shirley, Business Facilitator/Consultant, Sandra Shirley & Associates, has extensive experience spanning over 30 years in wealth management, trust banking, strategic planning and implementation in the United States and the Caribbean. She is also the Principal of the Jamaica Stock Exchange’s E-Campus. Ms. Shirley, a former licensed securities dealer and President of First Global Financial Services Limited, is a 2006 Fellow of the Jamaican Institute of Management and a member of the Private Sector Organisation of Jamaica. She is a former Director and Vice President of the Jamaica Chamber of Commerce and has served on various other private and public sector boards, including as Deputy Chairman, The Jamaica Stock Exchange (2008), Secretary, Security Dealers Association (2006-2008), a Commissioner, Anti-Dumping & Subsidies Commission and Jamaica Deposit Insurance Company. A former Senior Research/Teaching Fellow-Finance, Mona School of Business, University of the West Indies, Mona, she has also served in various capacities on technical assistance and project teams funded by private sector and multilateral agencies. Her experience includes entrepreneurship and SME development. She believes in giving through service and is a United Way volunteer and Immediate Past President of Soroptimist International (SI) Jamaica and is Vice President for the SI Caribbean Network of clubs. Ms. Shirley attained a BSc (Hons.) Management Studies from The University of the West Indies, majoring in Financial Accounting & Finance and an MBA Finance and Banking from Pace University, New York, USA. She completed a Post Graduate Diploma in Investment Appraisal and Risk Analysis from Queens University, Ontario, Canada. She also serves on the boards of Victoria Mutual Wealth Management, Prime Asset Management and British Caribbean Insurance Company Limited and is an approved Pension Fund Trustee.

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Courtney Campbell, MBA (Distinction), ACIB, BSc, JP [Executive] An accomplished and dynamic banking executive with over two decades of strategic leadership experience and a strong track record in business growth and improving general business performance, Mr. Courtney Campbell assumed the role of President and Chief Executive Officer of the Victoria Mutual Building Society (VMBS) on April 18, 2016. Over the course of his career, Mr. Campbell has held several senior executive positions, including, Chief Executive Officer - GraceKennedy Financial Group, GraceKennedy’s financial services holding company with operations in banking, stock broking, insurance and money services across 12 Caribbean territories. Prior to joining the GraceKennedy Financial Group, he spent over 23 years with the National Commercial Bank, where he served in several management positions, including Head of the Retail Banking Division. He holds a BSc in Management Studies from The University of the West Indies, and an MBA in Finance (Distinction) jointly awarded by the University of Wales & Manchester Business School. He is also a member of the Chartered Institute of Bankers, London. Mr. Campbell is the Chairman of the United Church Mission Enterprise; a Corporate Champion for the UWI STAT, Mona Campus; Director on the Knox College Board and a Member of the Public Sector Transformation Oversight Committee. He also serves on the Investment Committee of the Council of World Missions. He also serves on the Investment Committee of the Council of World Missions. A Justice of the Peace, Mr. Campbell is an Advisory Board Member of the Governor-General’s Programme For Excellence and an I Believe Initiative Ambassador. He previously served as a Director of GraceKennedy Limited as well as a number of its subsidiaries’ boards and is a former Chairman of the National Education Trust (NET). Courtney is married to Pauline and they have two sons.

Devon Barrett, MBA, Bsc [Executive] A strategic and visionary leader, Mr. Devon Barrett has been with the Victoria Mutual Family since March 2008. On September 1, 2016 Mr. Barrett assumed the role of Group Chief Investment Officer with responsibility for diversifying the Group’s investment portfolio. He retains his post at the helm of Victoria Mutual Wealth Management where his primary areas of focus include conceptualising and implementing the strategic direction of the Company, managing the Company’s balance sheet, ensuring compliance with all regulatory requirements and managing the growth in profit and shareholders’ value.

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Mr. Barrett also serves on the Boards of Victoria Mutual Wealth Management Limited, Victoria Mutual Pensions Management Limited, British Caribbean Insurance Company Limited and The Jamaica Stock Exchange Limited. Prior to his tenure at Victoria Mutual, Mr. Barrett served in senior positions at several financial institutions including Capital & Credit Securities Limited and the Union Bank of Jamaica Limited, formerly Citizen’s Bank. This accounts for 20 years of experience in managing foreign currency investments and deposits portfolios, negotiating foreign exchange and money market deals and ensuring consistent growth in the respective client bases. Mr. Barrett holds an MBA which he acquired at Nova Southeastern University, Florida and a BSc in Management Studies from the University of the West Indies. A strong negotiator and effective communicator, he inspires his team to achieve greater levels of performance, thereby positively impacting on individual growth and development and ultimately, overall Company results.

Janice McKenley, FCCA, FCA, MBA, Bsc [Executive] Mrs. Janice McKenley joined Victoria Mutual in July, 2007. As Group Chief Financial Officer, she is responsible for the Victoria Mutual Building Society’s Treasury and group shared services inclusive of Finance, Information Security, Fraud Investigations, Risk Management and Internal Audit. Prior to joining Victoria Mutual, Mrs. McKenley held the position of General Manager, Financial Control Division at the National Commercial Bank Ltd. In that role, she had responsibility for the transformation and reorganization of the division, improvement in the financial reporting timeframes; Budget preparation and Regulatory Reporting; as well as coordination of the external audit and financial reporting for the Bank and Group. Mrs. McKenley has a wealth of experience including Computerised Information System Risk Management (CISRM), which was her specialty during her tenure at McKenley & Associates and PriceWaterhouseCoopers. Mrs. McKenley was also instrumental in formulating the corporate direction and strategic goals for the City of Kingston Co-operative Credit Union, while serving as Deputy General Manager, Finance & Corporate Planning. Mrs. McKenley, a Chartered Accountant by profession, holds an MBA in Finance and a B.Sc. in Computer Science from the University of the West Indies. She is a Fellow of The Chartered Association of Certified Accountants (UK) and The Institute of Chartered Accountants of Jamaica, of which she is a past council member and member of the Accounting Standards Committee.

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THE MANAGEMENT COMPANY Victoria Mutual Wealth Management Limited “VM Wealth”) is a wholly-owned subsidiary of Victoria Mutual Investments Limited (“VMIL”). VM Wealth is domiciled in Jamaica and its registered office is located at 53 Knutsford Boulevard, Kingston 5. VM Wealth acts as the management company for VMIL and oversees all aspects of VMIL’s operations and manages the Company’s assets and liabilities. VM Wealth is licensed by the Financial Services Commission as an investment advisor and securities dealer. It is also a member of the Jamaica Stock Exchange and is regulated as a stockbroker. Management Fee: A management fee of 40% per annum of the revenue of VMIL will be payable monthly to VM Wealth for managing VMIL’s assets and operations. The VM Wealth Team VM Wealth has a team of knowledgeable, experienced, highly proficient and responsive professionals. The team’s experience spans asset management, corporate finance, financial advisory services, stock brokerage, pension fund management, unit trust management and includes:

Devon Barrett, MBA, Bsc – Chief Executive Officer See Biography above under Board of Directors.

Rezworth Burchenson, MBA – Deputy Chief Executive Officer Mr. Rezworth Burchenson’s foray into the financial services sector began at Sigma Investments Ltd in 1995, where he was employed in the role of Investment Analyst. His drive for success saw him being promoted to Equity/Research Manager and later Vice President and General Manager at the merged Pan Caribbean Asset Management Ltd, with an overarching responsibility for managing Jamaica’s largest unit trust (Sigma Unit Trust). In early 2006, Mr. Burchenson joined Prime Asset Management Ltd and is responsible for the strategic development of Prime, which currently manages over J$31B in pension assets. On September 1, 2016, following a restructuring exercise within the organisation, Mr. Burchenson assumed additional responsibilities as Deputy Chief Executive Officer for Victoria Mutual Wealth Management, the investment arm of the Victoria Mutual Family. Throughout his career, he has been consistently involved with various corporate bodies, currently serving as a Director of the Pension Funds Association of Jamaica (PFAJ) and as a Member of the Jamaica Stock Exchange (JSE) Best Practice Committee. He is also a former director of the National Road Operating and Constructing Company (NROCC), the National Education Trust Ltd (NET), Human

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Resource Management Association of Jamaica and a former member of the Private Sector Organisation of Jamaica’s (PSOJ’s) Economic Policy Committee. In 2012, Mr. Burchenson was named to the PSOJ’s “50 Under Fifty” in the field of investments and finance. A Barclays Bank Scholar while at the University of the West Indies, he received a Bachelor’s Degree in Economics (Hons.) and an MBA in Banking and Finance (Hons.).

Colando Hutchinson, MBA, FCA, CFA Head, Capital Markets Unit Since November 2015, Colando Hutchinson has been focused on solidifying the position of Victoria Mutual Wealth Management (VM Wealth) as a premier investment banking organisation. As Head of Capital Markets, he is responsible for guiding the team in finding the optimum financing solutions for their clients. He transitioned to this role after five (5) years of successfully piloting the Asset Management and Advisory Services Units in achieving above average results. Mr. Hutchinson’s attention to detail, superior analytical skills and extensive knowledge of the financial markets has earned him a reputation as an astute Investment Banker who consistently delivers value for his clients. Prior to joining VM Wealth, Mr. Hutchinson worked with Sagicor Bank Jamaica Limited (formerly Pan Caribbean Bank Limited) as a Foreign Exchange Trader and later Sagicor Investments Limited (formerly Pan Caribbean Financial Service) as Assistant Manager – Corporate and Asset Management Services. He also served as Investment Manager at the Caribbean Basin Investors Limited ‘CBIL’ (the General Partner of the Caribbean Investment Fund) and as an auditor at auditing firm KPMG. Mr. Hutchinson completed his MBA in Finance at the Edinburg Business School, having previously achieved a BSc (Hons) in Accounting at the University of the West Indies, Mona. He is a Certified Chartered Accountant, Chartered Financial Analyst, and a Fellow of the Institute of the Chartered Accountants of Jamaica and the Association of Chartered Certified Accountants (UK). His passion for socio-economic and cultural development has led to him serving as a Director of Compassionate Outreach Foundation Limited and the Graduates Foundation Limited.

Karlene Mullings, MBA Head, Sales & Client Relations Mrs. Karlene Mullings leads Business Development at Victoria Mutual Wealth Management (VM Wealth). She is responsible for selling and promoting all of the products and services offered by the company as well as ensuring effective after sales services, with primary focus on retail clients. Mrs. Mullings is a seasoned banker with over 15 years’ experience in the financial

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services industry with demonstrated expertise in the area of relationship management. She has a proven track record of positively impacting business objectives by developing and maintaining a successful revenue stream and client database. Prior to joining VM Wealth, Mrs. Mullings served the Capital & Credit Group in various capacities, including Business Development Manager of the former Capital & Credit Securities Ltd., and Branch Manager, Capital & Credit Merchant Bank. She also served as a member of the Core Banking Implementation Project Team where she played a major role in the business reengineering process which resulted in the successful implementation of the banking platform. Mrs. Mullings’ education and professional certifications include a Masters in Business Administration, Finance Major, a Bachelor of Business Administration Degree (Hons.) and a Diploma in Finance from the University of Technology, Jamaica. She is a certified trainer by the Mona School of Business and has specialised training in the areas of Customer Relationship, Project and Portfolios Management.

Nicole Adamson, CFA, FRM, Msc Manager Research & Stockbroking Mrs. Nicole Adamson joined the team at Victoria Mutual Wealth Management (VM Wealth) in April 2011 in the capacity of Research Manager, which has since been expanded to include management of the Equity Brokerage unit. Mrs. Adamson ensures that relevant, accurate information as well as market analysis and insights are provided to clients in a timely manner in order to guide the investment decision process. She has over 15 years of experience in the financial sector which spans both the private and public sectors. Since joining the Victoria Mutual Group in 2007, she has served as its chief analytical resource in areas spanning strategy, operations, investments and risk. Prior to that she served as the Technical Assistant to the Minister of Finance and Planning where she provided macroeconomic support on various areas of macroeconomic policy. Mrs. Adamson is a CFA Charterholder and Financial Risk Manager (FRM) fellow with the Global Association of Risk Professionals. She holds an MSc in Finance, Economics and Econometrics from the Cass Business School, City University, London, UK and a BSc (First Class Honours) in Actuarial Science from the University of the West Indies, Mona.

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Denise Marshall-Miller, MBA – Manager Bond Trading Mrs. Denise Marshall-Miller joined the Victoria Mutual Wealth Management Limited (VM Wealth) team as Manager–Bond Trading in January 2011. Her mandate is to facilitate the growth of bond trading revenue by providing clients with diversified bond options. Towards this end, she focuses on building and expanding trading relationship with overseas counterparts, providing guidance to the Bond Trading Team and deepening relations with existing VM Wealth clients. Mrs. Marshall-Miller has over a decade of experience in the Finance Industry and has built a strong track record as a successful Fixed Income Trader. She consistently demonstrates her expertise in deal structuring, Corporate and Sovereign Bond Trading, US Treasury and Treasury Management. Her career in investment started at Mayberry Investment as a Wealth Advisor and quickly accelerated to that of Manager, Market & Trading Unit. Her core competence entails the creation of customised portfolios specifically designed to meet clients’ investment needs and maximise returns. A certified Trader from the Morgan Keegan Bond Schools, Mrs. Marshall-Miller holds an MBA from the Mona School of Business and a BBA (Hons) from the University of Technology with a major in Finance.

Evette Bryan, MBA – Manager Treasury & Trading Mrs. Evette Bryan joined Victoria Mutual Wealth Management Limited (VM Wealth) as a Client Relations Officer in July 2001. She quickly advanced to the position of a Senior Investment Advisor and Treasury Officer by 2003. In her current role as Manager – Treasury & Trading, she practices due diligence in asset allocation on behalf of both the company and clients. Having acquired over 20 years of experience in banking and finance, Mrs. Bryan is quite adept at financial problem solving, risk management, and training. Prior to joining VM Wealth, she served in the private sector as an Accounts Supervisor at one of the leading financial institutions in Jamaica. Mrs. Bryan holds an MBA in Banking and Finance from the Mona School of Business, University of the West Indies, Mona. She has also excelled in professional short courses focusing on Strategic Financial Management and Portfolio Management, from Fitz Ritson and Associates.

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Her vision for the Treasury Department is that it will continuously reflect the tenets of Flexibility, Integrity and Teamwork whilst practicing the precepts of strategic risk management and effective and efficient asset allocation.

Corporate Governance The Board of Directors has established two (2) committees, namely the Corporate Governance & Nominations Committee and the Audit Committee, as required pursuant to the provisions of the Jamaica Stock Exchange’s Main Market Rules.

(a) The Corporate Governance & Nominations Committee is constituted of the following directors of the Company: Corporate Governance & Nominations Committee Milton Samuda (Chairman)

Non-Executive

Michael McMorris

Non-Executive

Sandra Shirley

Non-Executive

Noel Hann

Non-Executive

(b) The Audit Committee is constituted of the following directors of the Company: Audit Committee

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Phillip Silvera (Chairman)

Non-Executive

Sandra Shirley

Non-Executive

Noel Hann

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10. Management Discussion and Analysis Executive Overview As part of the VM Group’s strategic goal of being a strong integrated financial group, in 2017 the recapitalisation of VMIL was initiated, as a vehicle to facilitate corporate lending and investing to support well run Jamaican businesses. To date, VMIL has successfully raised J$500 Million of debt by way of a private placement. We are now embarking on another round of fund raising through this Offer to widen revenue streams and tap into existing opportunities in the corporate lending landscape. VMIL will offer a range of products including margin loans, insurance premium financing, lease financing, underwriting services and secured corporate loans, managed by the financial expertise  of the VM Wealth team.

Income Statement For the financial year ended December 31, 2016 the Company reported Total Revenue of J$810.8 million compared with J$811.1 million in the financial year 2015. The Total Revenue remained stable over the period and reflected: • Net fees and commission increased by 20% from $232.9 million to J$279.6 million • A decline in net interest income of 11% from J$282.7 million to J$250.8 million • Gains from investment activities declined by 5% from J$294.1 million to J$278.6 million • Other income increased by 23% from J$1.5 million to J$1.8 million Operating expenses for 2016 amounted to J$417.1 million, a 9% increase over 2015 total of J$382.2 million. The Company had a marginal 2% increase in Net Profit from J$311.1 million in 2015 to J$317.1 million in 2016. Balance Sheet Total assets of the Company stood at J$16.26 billion in 2016, reflecting a 4% increase from J$15.57 billion in 2015. The increase in resale agreements from J$1.49 billion in 2015 to J$1.98 billion 2016, was the main contributor to the increase in total assets. Shareholders’ Equity at the end of the financial year 2016 stood at J$1.62 billion, up from J$1.36 billion or an 19% increase over the prior period.

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Un-Audited Financial Information for the period ended September 30, 2017.

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11. Financial Information

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This section provides an analysis of the Company’s financial performance over the period represented by the Historical Financial Information.

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Past Five (5) Financial Years Ratio Analysis

Total Revenue

The company’s total revenue increased by approximately 91.68% over the period represented by the Historical Financial Information (being the financial years ending December 2012 up to and including that ending December 2016). Total revenue moved from J$423.0 million in 2012 to J$810.8 million in 2016. The main growth areas were gains on investment activities and an increase in net fees and commission. The gains on investment activities and net fees and commission increased from J$98.9 million and J$36.0 million to J$278.6 million and J$279.6 million respectively.

*Total Revenue represents net interest income and other operating revenue.

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Net Profit

Net profit experienced a cumulative average growth rate of 24% over the five year period, 2012 to 2016. The net profit increased from J$147.4 million in 2012 to J$317.3 million in 2016.

Efficiency Ratio

The company’s efficiency ratio averaged 51.55% over the five year period. The ratio ranged from a high of 59.30% in 2013 to a low of 47.11% in 2015. In 2016, the efficiency ratio stood at 51.44%.

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Return on Equity and Return on Total Assets

The Company’s return on equity and return on assets improved from 14.32% and 1.29% in 2012 to 19.64% and 1.95% in 2016 respectively over the five year period. The return on equity had a low of 14.32% in 2012 and a high of 22.80% in 2015. The return on assets recorded a low of 1.10% in 2013 and a high of 2.00% in 2015.

Capital to Total Assets

The company’s capital to total assets averaged 8.63% over the five year period. The ratio ranged from a low of 7.07% in 2013 to a high of 9.94% in 2016.

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Total Assets

The balance sheet strengthen over the period, with total assets increasing from J$11,441.6 billion in 2012 to J$16,262.5 billion in 2016. Shareholders’ Equity

The shareholders equity increased from J$1,029.06 billion in 2012 to J$1,615.7 billion reflecting a growth of 57.01% over the five year period despite dividend paid of $544.7 million in the last four years.

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12. Auditor’s Consent

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Auditor’s Report

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Statement of Financial Position December 31, 2016

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13. Risk Factors In addition to other information set forth in this Prospectus, investors should consider carefully the risks described below before subscribing for Ordinary Shares in the Company. These risks are not the only ones facing investors. Additional risks, not presently known to the Directors, or that the Directors may presently consider immaterial, may also impair the Company’s operations. You are encouraged to take advice from a licensed stockbroker, licensed investment adviser or other professional advisor. This Prospectus also contains forward-looking statements that involve risks and uncertainties. The Company’s actual results could differ materially from those anticipated as a result of certain factors, including the risks faced by the Company described below and elsewhere in this Prospectus.

(a) Stock Price Volatility The trading price of the Ordinary Shares may fluctuate significantly after the Offer and may continue to do so in the future. In addition, prices on the Main Market of the Jamaica Stock Exchange may be particularly subject to volatility. In many cases, the fluctuations may be unrelated to the operating performance of the affected companies. As a result, the price of the Ordinary Shares could fluctuate in the future without regard to operating performance.

(b) Macro-economic Policies The Government of Jamaica may from time to time affect macroeconomic conditions through fiscal and monetary policies or changes in regulations, which may have an adverse impact on the performance of the Company.

(c) New Regulatory Rules or Standards The Company may also become subject to new regulatory rules or standards that differ from those that are presently applicable. If such regulatory rules or standards become onerous from the point of view of the Company or its clients this could require the Company to recapitalize, or to change its business operations, and in any case, changes in such regulatory rules or standards may affect its long - term profitability.

(d) 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

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cash flows. Such changes could be applied retrospectively. This is a risk that is common to companies that apply International Financial Reporting Standards (IFRS), as required under the Jamaican Companies Act.

(e) Credit Risk Credit risk will be the largest risk faced by VMIL. It is created in direct lending operations where counterparties have repayment or other obligations to the Company. Whole or partial defaults on loans by customers, affects the liquidity, profitability and financial position of the Company, particularly if the Company is only able to recover part of the amount owing by taking possession and selling any security it holds. Through its credit policy, VMIL will consider the risk profile of the different types of lending it will undertake and put limits and other mitigating controls in place. Counterparty exposure will additionally be covered by the Victoria Mutual Group’s Framework for Managing Counterparty Credit Risk.

(f) Risks of hurricane, fire and other Acts of God Catastrophic events affecting Jamaica such as hurricane and earthquake could impact generally on economic activity in Jamaica and more specifically on the ability of the Company’s customers to repay their loans to the Company in their entirety and/or in a timely manner.

(g) Operational Risks In the execution of its business functions the Company is exposed to risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. Operational Risks also includes: (i) systemic risk (including the risk of accounting errors, failure to procure appropriate insurance coverage, and compliance failures); (ii) legal risk and reputation risk; (iii) employee errors, computer and manual systems failures, security failures; (iv) fire, floods and other losses to physical assets; and (v) fraud or other criminal activity.

(h) Admission of the Ordinary Shares to the Main Market on the JSE After the Closing Date, the Company intends to make application to the Jamaica Stock

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Exchange to admit the Ordinary Shares to the Main Market. However, the Company is not able to guarantee the success of the Offer or the admission of the Ordinary Shares to the Main Market. The making of the application by the Company, and its success, is dependent on the criteria for admission set out in the Jamaica Stock Exchange Rules. In the event that the Offer fails to achieve the required minimum subscription prescribed for listing on the Jamaica Stock Exchange, then the Offer will be withdrawn and the funds so subscribed will be refunded in full.

(i) Risk Management The Company’s goal in risk management is to ensure that it understands, measures, and monitors the various risks that arise and that it adheres strictly to the policies and procedures, which are established to address these potential risks. The Board of Directors of the Company is ultimately responsible for the overall risk management policies of the Company and risk oversight with a focus on the main risks facing the Company. The Board’s Audit Committee will oversee the Company’s policies and procedures relating to the financial statements and reporting process as well as the internal controls of the Company. The Remuneration Committee will oversee risks related to compensation.

14. Statutory and General Information The following is statutory information required by section 41 and the Third Schedule of the Companies Act, 2004 to be set out: 1. The Company has no founders’ shares or management shares or deferred shares. 2. The Articles of Incorporation of the Company do not fix any share qualification for a Director of the Company. Neither has the Company in a general meeting fixed any share qualification for Directors. 3. The Articles of Incorporation of the Company contain the following provisions on the remuneration of Directors: (a)

The remuneration of the Directors shall be such sum or sums as may from time to time be determined by them and approved by the Company in general meeting (Article 87).

(b)

The Directors may award special remuneration out of the funds of the Company 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 (Article 89).

(c)

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

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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 99). (d)

The Directors may give or award pensions, annuities, gratuities and superannuation or other allowances or 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 of the Company and to the wives, widows, children and other relatives and dependants of any such persons, and may set up, establish, support and maintain pension, superannuation or other funds or schemes (whether contributory or noncontributory) for the benefit of such persons as are hereinbefore referred to or any of them or any class of them. 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 101).

(e)

The Directors may from time to time appoint one or more of their body to be a Managing Director or Managing Directors 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 (Article 121).

4. The names and descriptions of the Directors of the Company are set out in Section 9 of this Prospectus. The addresses of the Directors are as follows:

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NAME

ADDRESS

Phillip Silvera

7 Topaz Crescent, Red Hills, St. Andrew

Courtney Campbell

28 Charlemont Drive, Kingston 6

Michael McMorris

Town House #7, 2 Dillsbury Avenue, Kingston 6

Janice McKenley

28 York Castle Avenue, Kingston 6

Noel Hann

Rose Hall, Linstead, St Catherine

Sandra Shirley

4 Rosa Place, Kingston 6

Mathew Wright

1 Great House Mews, Kingston 6

Milton Samuda

Town House #10, 43 Paddington Terrace, Kingston 6

Devon Barrett

1 Cypress Avenue, Kingston 8

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5. The minimum amount required to be raised out of the Offer to provide for the matters set out in paragraph 2 of Part 1 of the Third Schedule to the Companies Act, 2004 is J$8.9 million. 6. The Offer will open for subscription at 9:00 a.m. on the Opening Date and will close at 4:00 p.m. on the Closing Date. The Company reserves the right to close the application list at any time without notice if Applications have been received for the full amount of the Ordinary Shares offered and the right to extend the Closing Date and/or offer Ordinary Shares greater in number than originally offered. 7. All Applicants will be required to pay in full, on Application, the Offer Price per Ordinary Share. No further sum will be payable on Allotment. 8. Within the two years preceding the date of this Prospectus, no shares have been offered for subscription or allotted. 9. No person has been given any option to subscribe for any shares or debentures in the Company. 10. (a) As at December 31, 2016 the Company held the following investments: (i) Trade investments – J$109,500,000.00 (ii) Quoted Investments (other than trade investments) – Nil (iii) Unquoted Investments (other than trade investments) – Nil (b) 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 trademarks. (c) As at December 31, 2016, the Company had no bank loan or overdraft. (d) $200,163,336 was recommended for distribution by dividend by the Directors on November 22, 2017 as an interim payment. Apart from such amounts that have already been paid or recommended as dividend, there are no amounts that have been recommended for distribution by way of a dividend. 11. No property has been or is proposed to be purchased or acquired by the Company, which is to be paid for wholly or partly out of the proceeds of this Offer as prescribed by paragraphs 6 to 9 (inclusive) of Part 1 of the Third Schedule of the Companies Act, 2004. 12. No amount has been paid within the two years preceding the date of this Prospectus, or is payable, as commission for subscribing or agree­ ing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the Company. 13. All costs associated with the Offer are intended to be paid out of the proceeds of the Offer, including legal and other professional fees, auditor’s fees, initial listing fees and marketing and logistical costs relating to the Offer (estimated at J$8.9 million).

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14. No amount or benefit has been paid or given to any promoter within the two years preceding the date of this Prospectus, and no amount or benefit is intended to be paid or given to any promoter. 15. Material Contracts are noted in Section 8.2 of this Prospectus. 16. The name and address of the auditors of the Company is KPMG, The Victoria Mutual Building, 6 Duke Street, Kingston, Jamaica W.I. 17. KPMG has given and has 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. 18. The share capital of the Company consists of two classes of shares, namely ordinary shares and preference shares. All ordinary shares rank pari passu in respect of the capital and dividends and carry voting rights in the Company. As at the date of this Prospectus, there are no issued preference shares in the capital of the Company. 19. The Company was incorporated on July 23, 1984 and it has carried on business since then. 20. The Offer is not underwritten. 21. Residents of Jamaica are generally liable to income tax on dividends received at the rate of 15%. Foreign residents may be subject to lower or higher rates on dividends received. Transfers of ordinary shares conducted through the Jamaica Stock Exchange are exempt from transfer tax and stamp duty. In the event that the transfer takes place outside of the Jamaica Stock Exchange, transfer tax and stamp duty will be liable to be paid. Invitees should seek advice on the taxation of listed companies and of the Ordinary Shares from professional adviser and should not rely on the foregoing summary.

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15. Documents Available for Inspection From the date of publication of the Prospectus up to the Closing Date, the following documents will be available for inspection on Mondays to Fridays (except public holidays) during the hours of 9:00 a.m. to 4:00 p.m., at the offices of VM Wealth Management Ltd at 53 Knutsford Boulevard, Kingston 5: (1) (2) (3) (4)

the the the the

current Prospectus; Company’s Articles of Incorporation and Certificate of Incorporation; written consent of the Auditors KPMG; material contracts referred to under Section 8.2 above;

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16. Directors’ Signatures This Prospectus is signed on behalf of Victoria Mutual Investments Limited by the Directors listed below, for and on behalf of the Directors of Victoria Mutual Investments Limited dated as of the 29th day of November, 2017.

Name of Director/Secretary Michael McMorris Phillip Silvera Sandra Shirley Keri-Gaye Brown

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Original Signed by

Appendix 1 – Application Form Initial Public Offer of Ordinary Shares

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Appendix 2 – Victoria Mutual Locations Kingston 8-10 Duke Street Kingston Tel: (876) 922-8627 Fax: (876) 922-6602

Half-Way-Tree 73-75 Half Way Tree Road Kingston 10 Tel: (876) 754-VMBS (8627) Fax: (876) 926-4604

New Kingston 53 Knutsford Boulevard Kingston 5 Tel: (876) 929-5406/929-5421 Fax: (876) 929-5489

Liguanea 115 Old Hope Road Kingston 6 Tel: (876) 927-7228/927-7294 Fax: (876) 977-4925

Papine University of Technology (UTECH) 237 Old Hope Road Kingston 6 Tel: 927-0792 Fax: (876) 702-4638

Spanish Town 22 Oxford Road Spanish Town, St. Catherine Tel: (876) 984-2629 Fax: (876) 924-2634

Linstead 110 King Street Linstead, St. Catherine Tel: (876) 985-2177 Fax: (876) 985-2173

Mandeville Shop #3 Manchester Shopping Centre Tel: (876) 962-1030-3 Fax: (876) 962-1088

May Pen 40 Main Street May Pen, Clarendon Tel: (876) 986-2245, 986-2250 Fax: (876) 986-2119

Ocho Rios 7 Newlin Street Ocho Rios, St. Ann Tel: (876) 974-5412, 974-5935 Fax: (876) 974-7862

Falmouth 15 Market Street Falmouth, Trelawny Tel: (876) 954-3207 Fax: (876) 954-3728

Montego Bay 7 Market Street Montego Bay, St. James Tel: (876) 952-3772-6 Fax: (876) 952-7515

Montego Bay (Fairview) Unit 8, Summit Business Centre 3 Straddle Drive, Bogue Estate Montego Bay, St. James Tel: (876) 684-9517, (876) 684-9513 Fax: (876) 953-6864

Santa Cruz 56 Main Street Santa Cruz, St. Elizabeth Tel: (876) 966-9948, 966-9957-8 Fax: (876) 966-9952

Savanna-la-Mar 123 Great George Street Savanna-la-mar, Westmoreland Tel: (876) 955-4940-1

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