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Evisa Investments LimitedLISTING PARTICULARSOFEvisa Investments Limited(Incorporated and registered in Mauritius under the Companies Act 2001 on 16 May2002 and bearing registration number C41369 C1/GBL)Listing by way of an introduction of 1,000,000 issued ordinary shares of no par value of EvisaInvestments Limited (the “Issuer”) on the Official Market of the Stock Exchange of MauritiusLtd at an introduction price of US$5.45.This is not an offer for sale and it is not expected that dealings in the shares of the Issuer willtake place on the Official Market of the Stock Exchange of Mauritius Ltd.LP Number: LEC/TL/01/2012

A copy of the Listing Particulars of the Issuer deemed to be a prospectus has been filedwith the Financial Services Commission. (FSC)A prospective investor should be aware of the risk of investing in the Issuer and shouldmake the decision to invest only after careful consideration and if appropriate, after dueconsultation with professional financial advisers.This document has been vetted by the Listing Executive Committee (LEC) in conformitywith the Listing Rules of the Stock Exchange of Mauritius Ltd (SEM). Neither the LEC of theSEM nor the FSC assume any responsibility for the contents of this document. The LEC andthe FSC make no representation as to the accuracy or completeness of any of thestatements made or opinions expressed in this document and expressly disclaim anyliability whatsoever for any loss arising from or in reliance upon the whole or any partthereof.This document is intended only for the use of the person to whom it is addressed and isnot to be redistributed, reproduced, or used, in whole or in part, for any other purpose.An application has been made for the Listing of the ordinary shares of the Issuer on theOfficial Market of the SEM.Permission has been granted by the LEC on 28 February 2012 for the listing of the Issuer onthe Official List of the SEM on 5 March 2012.28 February 20122

Table of ContentsCHAPTER 1: ISSUER INFORMATION.................................................................................... 61.1 About the Issuer .................................................................................................... 71.2 Objectives of the Issuer .......................................................................................... 81.3 Corporate Information ........................................................................................... 81.4 Investments of the Issuer .................................................................................... 101.5 Principal group activities ...................................................................................... 101.6 The Organisation Structure of the Issuer .............................................................. 101.7 Information on the Board, Management & Employees ......................................... 11CHAPTER 2: THE INTRODUCTION ..................................................................................... 172.1 Features of the Introduction ................................................................................ 172.2 Particulars of the listing ....................................................................................... 18CHAPTER 3: RISK FACTORS............................................................................................... 20CHAPTER 4: ADDITIONAL INFORMATION4.1 Material Contracts ............................................................................................... 234.2 Governmental, Legal or Arbitration Proceedings .................................................. 234.3 Third Party Information........................................................................................ 234.4 Contingent Liabilities ........................................................................................... 234.5 Change of Name .................................................................................................. 234.6 Reporting Currency .............................................................................................. 234.7 Operating and Financial Review ........................................................................... 234.8 Constitution and rights attached to the shares ..................................................... 234.9 Listing Costs ......................................................................................................... 254.10 Documents for inspection………………………………………………………………………………..... 25CHAPTER 5: EXTRACTS OF CONSOLIDATED FINANCIAL STATEMENTS .............................. 264

DEFINITIONSThe following terms and abbreviations shall have the following meanings in this document.Term/ Abbreviation.Description.‘’Cannon’’Cannon Assurance Limited,a company establishedunder the laws of Kenya‘’Constitution’’ The Constitution of theIssuer as may be amendedfrom time to time subject tothe prior approval of theSEM‘’Directors or Board’’The persons named hereinas Directors of the Issuer“FIC” Finance and InvestmentCommittee of the board ofdirectors of Cannon‘’FSC’’Financial ServicesCommission“IFRS’’International FinancialReporting Standards“Kenya”The Republic of Kenya“KES”Kenyan Shillings5

‘’Listing’’ Listing of the ordinaryshares of the Issuer on theOfficial List of SEM“LEC”Listing Executive Committeeof the SEM“Mauritius”The Republic of Mauritius‘’MUR or Rs’’Mauritian Rupees“Official Market”The Official Market of theStock Exchange of MauritiusLtd.“Promoters” As detailed on page 9“SEM” The Stock Exchange ofMauritius Ltd. establishedunder the repealed StockExchange Act 1988“The Act” The Companies Act 2001“US$ or USD”United States Dollars6

ISSUER INFORMATION1.1 About the IssuerThe Issuer is a public company limited by shares established under the laws of the Republicof Mauritius on 16 May 2002 and holds a Category One Global Business Licence from theFSC. The Issuer was incorporated as a private company under the name of EVISAINVESTMENTS PVT. LTD and licensed as a Category Two Global Business Licence. TheShareholder of the Issuer has resolved on 11 August 2011 to change the name of the Issuerto Evisa Investments Limited and a Certificate of Incorporation on the change of name wasissued by the Registrar of Companies on 12 August 2011. On 06 October 2011, theshareholder of the Issuer has resolved to change the legal regime of the Issuer to a CategoryOne Global Business company (“GBC”) and the GBC 1 licence was issued on 15 November2011 by the FSC. The shareholder of the Issuer has further resolved on 23 November 2011that the Issuer be converted into a public company and on 30 November 2011, a Certificateof Conversion has been issued by the Registrar of Companies.The Issuer is operating as an investment holding company, with its sole investment made ina company incorporated in Kenya under the name of Cannon Assurance Limited.Cannon Assurance LimitedDetails of the investment of the Issuer in Cannon:Type of Shares No. of shares Percentage HoldingOrdinary 8,205,000 36.47%Cannon underwrites all classes of life and non-life insurance risks as defined by theInsurance Act (Kenya), with the exception of Aviation. It also issues investment contracts toprovide its customers with asset management solutions for their savings and retirementneeds. Cannon was originally incorporated under the name of International Life AssuranceCompany. It was dormant since 1967 and later changed its name to Cannon Assurance(Kenya) Limited on 19 March 1974. Cannon has resumed its activities in 1974 and on 21 May2009, it further changed its name to Cannon Assurance Limited. Over its long standingpresence in the Kenyan market, Cannon has established a strong and trusted presence in theKenyan insurance market, including a dedicated sales force, a wide distribution channel andan experienced board and management team.The share capital of Cannon is KES 450,000,000 (US$4,736,842) which comprises of22,500,000 ordinary shares of KES 20 each. The net book value of Cannon, as per December2010 audited accounts stands at KES 1,419,784,931 (US$14,945,105). It is intended that theIssuer secures over time a majority of the shares of Cannon subject to Kenya statutorylimitations as regards local shareholding.Cannon intends to leverage its brand and expertise by expanding its insurance business inthe East African Community as well as in the COMESA region. In addition there are also plansto venture into the asset management business, initially in Kenya and subsequently in the7

egion. As a listed Mauritian entity, the Issuer will be the holding company for the group’sexpansion into the regional markets.Cannon as a Kenyan resident entity is not restricted in the distribution of dividends to theIssuer. It is anticipated that no such restriction shall apply in the territories where the Issuerintends to expand.Summary of CannonName: Cannon Assurance LimitedDate of incorporation: 17 April 1967Country of Incorporation: KenyaNature of business: Underwriter of life and non-life insurance risksShare capital: KES 450,000,000 (USD 4,736,842)1.2 Objectives of the IssuerThe objectives of the Issuer are to provide dividend income and long term gain to itsshareholders. The Issuer shall do so by the expansion and diversification of its investments.The Issuer is the investment holding vehicle of Cannon in which it has an equity interest of36.47%.It holds 26.67% of its equity interest on behalf of Conqueror Ltd and 9.80% of itsequity interest on behalf of Cannon Holdings Limited. It is intended that the Issuer be usedas the investment holding vehicle to hold indirect equity interest in other investments onbehalf of Conqueror Ltd and Cannon Holdings Limited. Cannon Holdings Limited currentlyholds 30.20% shares in Cannon. In the future these shares may be transferred to the Issuerin return for additional shares in the Issuer, so that the Issuer may eventually hold a majorityof the shares of Cannon. This transaction is expected to take place after the listing of theIssuer on the Official Market of SEM. There is also a statutory requirement that the approvalof the Insurance Regulatory Authority in Kenya be sought for any transfer of more than 10%shareholding.1.3 Corporate InformationISSUER:Evisa Investments LimitedDIRECTORS:BANKER:Mr. Inderjit Amarnath Gianchand TalwarMr. Bilal Ibrahim SassaMrs. Kamalam Pillay RungapadiachyStandard Bank ( Mauritus) Ltd6 th Floor, Medine Mews BuildingLa Chaussée StreetPort LouisRepublic of MauritiusPLACE OF INCORPORATION:Republic of Mauritius8

DATE OF INCORPORATION: 16 May 2002REGISTERED NUMBER:C41369 C1/GBLREGISTERED OFFICE:c/o International Management (Mauritius)Ltd, Les Cascades Building, Edith CavellStreet, Port LouisCONTACT TELEPHONE NUMBER: (230) 212 9800AUDITORS:Morison MauritiusPublic Accountants2 nd Floor, Fairfax HouseMgr Gonin StreetPort LouisRepublic of MauritiusCOMPANY SECRETARY:International Management (Mauritius) LtdLes Cascades Building, EdithCavell Street, Port LouisPROMOTERS:Inderjit Amarnath Gianchand TalwarNirmalla Kumari Inderjit TalwarVishisht Inderjit Amarnath Talwar9

1.4 Investments of the IssuerThe Issuer currently invests solely in Cannon. Details of the investment are as follows as at31 December 2011:Name LOCATION Number Of Shares Held by EvisaCannon Assurance LimitedKenya8,205,000 ordinary shares, being36.47% of the share capital ofCannon1.5 Principal group activitiesThe principal activities of the group (as described under section 1.6) are undertaken byCannon. There are currently plans to expand the activities to the rest of East Africa (UgandaTanzania, Rwanda and Burundi) and subsequently to the COMESA region. The East AfricaCommunity is quickly becoming a reality and it is expected that trade and none tradebarriers within East Africa will be completely eliminated. As the clients of Cannon continuewith their regional expansion, it is believed that Cannon’s expansion into the region will begreatly beneficial to its clients and by extension the group’s revenue base. Subsequentexpansion into the COMESA region is premised on the realization that Kenya, the homecountry of Cannon, is a member of COMESA and the company cannot ignore theopportunities that the region provides.1.6 The Organisation Structure of the IssuerThe chart below depicts the structure of the Issuer:10

INFORMATION ON SHAREHOLDERSThe shareholders of the Issuer are:a) Cannon Holdings Limited; andb) Conqueror Ltd.‣ Cannon Holdings LimitedBy way of background, Cannon Holdings Limited is an investment company incorporated inKenya and whose principal activity is to invest in shares and securities of other companieswith the objective of earning dividends and investment income. The company’s registeredoffice is located in Nairobi Kenya. The registration number is C.32224. As indicated in thestructure on page 10 of this document, the company owns 26.87 % shareholding in theIssuer.‣ Conqueror LtdConqueror Ltd is a private company limited by shares incorporated and registered inMauritius on 22 March 2001. It holds a nominee company licence from the FSC. Itsregistration number is 26521/6554. The company’s registered office is 33 Edith CavellStreet, Port Louis Mauritius. Conqueror Ltd, as a nominee company holds 73.13 % shares inthe Issuer.1.7 Information on the Board, Management & EmployeesDirectorships of the IssuerThe directors of the Issuer and its subsidiaries are as follows:1. Directors of the IssuerDirector Position Remuneration AddressBilal Ibrahim Sassa Director NoneMorcellement Claremont Mare GravierBeau BassinKamalam Pillay Rungapadiachy Director NoneNo 6, Morcellement Mon DesertAlma,Moka2951/105 Lower Kabete Road, Nairobi,Inderjit Amarnath Gianchand Talwar Director NoneKenya11

2. Directors of Cannon Assurance Limited and subsidiaries as at December 2010DirectorPositionAnnualRemunerationas at 31 Dec2010 AddressInderjit Amarnath Gianchand Talwar Chairman USD 13,5002951/105 Lower KabeteRoad, Nairobi, KenyaVishisht Talwar Director USD 12,7002951/105 Lower KabeteRoad, Nairobi, KenyaMaina Mukoma Managing Director USD 25,400529 Bogani Road, Karen,Nairobi, KenyaFrank G Njenga Director USD 12,700104 Lower Kabete Road,Nairobi, KenyaNgugi Kiuna Director USD 12,700 190 Gigiri Close, NairobiCosima Wetende Director USD 12,700 91 Upper hill, Nairobi, Kenya3 Management of the IssuerThe summary table below gives more detailed information on the directors of the Issuer.NameAgeDirectorship/Partnershipin other companiesUnspentConvictionsBankruptciesReceivership/LiquidationsPublicCriticismBilal Ibrahim 38 None None None NoneSassaKamalam Pillay 40 None None None NoneRungapadiachyInderjit Amarnath 74 Cannon Assurance Ltd None None None NoneGianchand TalwarCannon Holdings LtdCannon Asset ManagersLtdCannon Properties LtdCannon Estates LtdCannon Greens LtdCannon Asilia LtdCannon Imani LtdCannon Wastani LtdPallinder Holdings LtdPwani Estates LtdKijipwa Estates LtdBoribo Ltd12

Frank Njenga - DirectorDr. Frank Njenga is a Director of Cannon and Chairman of AAR Health Services Ltd. Dr.Njenga is a well-known Consultant Psychiatrist. In addition to his medical practice, Dr.Njenga is involved in a number of social and business activities including running the onlycustom built psychiatric unit in Chiromo Lane Medical Centre- Nairobi. In May 2006, he wasappointed by the President of Kenya to chair the Board of Nacada (National Agency for theCampaign against Drug Abuse). He is the former Chairman of the Nairobi Hospital AdmittingStaff Association. He is the author of many scientific papers, books and book chapters andcontinues with the tradition of medical research. He has been a member of the AAR Boardfor the past eight years and became Chairman in March 2006. He is also the Director of theStudents Campaign against Drug Abuse and is a popular presenter for both radio andtelevision, locally and overseas including the BBC. He qualified in Medicine at the Universityof Nairobi in 1975, and obtained his membership of the Royal College of Psychiatrists at theworld famous Maudlsey Hospital in 1980.Ngugi Kiuna - DirectorNgugi Kiuna is the Managing Director of Maxam Limited. Prior to that, he was the ManagingDirector of Johnson Diversey East Africa Limited. Mr. Kiuna had joined the firm in 1990. Hewas a General Manager and Director at Holman Bros EA. Mr. Kiuna is a Director ofTranscentury Group, Marshalls (EA) Limited, KIA Motors Limited, JohnsonDiversey EastAfrica Limited, BOC Kenya Limited, Proctor & Allan E.A. Limited, Proctor & Allan (Uganda)Limited, Avery East Africa Limited, Access Kenya Group, Broadband Access Ltd, FlashcomLimited, Chai Bora Ltd, Zeniki Investments Ltd, Zenicom Investments Ltd, Maisha Nishike Ltd,Karitie Ltd, Cooper Kenya Ltd, Communication Solutions Ltd, Cooper K Brands Ltd, and X & RTechnologies. He is also the Chairman of UBA Bank Kenya Limited and he holds a B.Sc.degree in Mechanical Engineering, with honours from the University of Portsmouth.Vishisht Inderjit Amarnath Talwar - DirectorVishisht Inderjit Amarnath Talwar is presently a Director of Cannon. He holds a Bachelor ofArts in Business Organization from Heriot Watt University, Scotland, 1986. He did his ALevels at Bloxhah School, Oxfordshire, England.Mr. Vishisht Inderjit Amarnath Talwar has worked in all departments in Cannon over theyears, rising to his current position. He is responsible for managing the company’sinvestment portfolio, including stock market and real estate investments. He has alsodeveloped and managed several property investments including residential, commercial andleisure projects.14

Cosima Wetende - DirectorCosima Wetende is an advocate of the High Court of Kenya, admitted in 2003. Her mainareas of practice are civil litigation, arbitration and mediation in the following areas:commercial law, employment law, construction, debt collection, defamation, land disputes,intellectual property, banking and industrial accident claims. Ms Wetende handles mattersin the Court of Appeal, the High Court and subordinate courts and has acted as legal counselin various arbitration and mediations.Ms Wetende has a Masters in Law (Hons) from the University of Nairobi. She is a member ofthe Chartered Institute of Arbitrators. She also holds a Diploma from the Kenya School ofLaw, and a Bachelor of Laws (LLB) from the University of Eastern Africa.Maina Mukoma - Managing DirectorMaina Mukoma is a Bachelor of Commerce (Accounting) holder. He holds a CharteredInsurance Certificate and a certificate in arbitration. He has over 25 years of experience inthe insurance industry. He is also a member of the Kenya Institute of Management.Senior Management Profile (Cannon Assurance Limited)Finance Director –John Ng’ang’aJohn Ng’ang’a is a Bachelor of Commerce (Accounting) holder. He holds a Masters inBusiness Administration (Finance).He is a qualified Certified Public Accountant and amember of the Institute of Certified Public Accountants of Kenya and the Kenya Institute ofManagement respectively. He has over 15 years of experience in external audit, internalaudit, accounting and finance.Legal Manager –Thuo KanaiThuo Kanai is a Bachelor of Law Degree holder, holds a diploma from Kenya School of Lawand is an advocate of the High Court of Kenya. He is a member of the Law Society of Kenya.He has over 14 years experience in private as well as corporate legal practice.Features of DirectorshipThe Directors shall serve until their death, resignation or removal in accordance with theConstitution and the Act. Section 138 of the Act provides that notwithstanding anything inits constitution, a director of a public company may be removed from office by an ordinaryresolution.In the event of any removal or resignation of a Director, the remaining Directors shall ensurethat the Board consists of a sufficient number of Directors of high calibre with the relevantexperience and, if needed, use their best endeavours to find a replacement Director. Theprior approval of the FSC shall be required for the appointment of a Director of the Issuer.Conflict of Interest15

Subject to the Act, if a Director has a conflict of interest in respect of any matter to beconsidered by the Board, that Director is entitled to attend and participate in the Boardmeeting at which that matter is considered. However that Director is under an obligation todisclose the nature of the conflict in question and is not entitled to vote on that matter.Subject to the prior or subsequent approval by a resolution of Shareholders of the Issuer,the Board may fix the emoluments of the Directors with respect to services to be renderedto the Issuer.Group EmployeesThe group (as described under section 1.6) currently employs 76 employees who arecategorized as follows:FunctionNumberLife Assurance operations 18General Insurance operations 34Legal 3ICT 4Finance 8Administration 9Total 76There has been no significant change in the staff composition since the last financial year.16

CHAPTER 2:THE INTRODUCTION2.1 Features of the IntroductionThe IssuerBase CurrencyNature of securities offeredMethod of listingThe Introduction: Evisa Investments Limited: USD: Registered: Introduction. The Directors of the Issuerhave no intention to change the nature ofthe business: 1,000,000 ordinary shares at no par valueIntroduction Price : USD 5.45The introduction price is based on the following:Number of shares of Cannon Assurance Limited (“Cannon”) held by the Issuer: 8,205,000Book Value of each “Cannon” share: KES 63.10Exchange Rate: USD 1= KES 95.00[Average Rate between November 2010 and November 2011]Value of assets held by the Issuer: USD 5,449,981Number of issued shares of the Issuer: 1,000,000Value of each share of the Issuer: USD 5.45The above figures are based on audited accounts for the year ended 31 December 2010.Target InvestorsSubscription Amount: None: NoneDilutionReceiving Bank: There will be no dilution immediatelyafter listing as this is an introduction andnot an offer for sale/ subscription.: Standard Bank (Mauritius) LtdExercise of rights of pre-emption: The shares introduced shall be exemptfrom pre-emptive conditions and are freelytransferrable.17

Reasons for seeking a listing on the SEMThe Issuer currently owns 36.47% of Cannon.The Insurance Regulatory Authority of Kenya has specified a maximum shareholding limit forindividuals and companies at 25% of the shareholding in any licensed insurance company inKenya. This maximum shareholding limit is, however, not applicable to an entity which islisted on a securities exchange.As the total percentage shareholding of the Issuer in Cannon already exceeds the aforesaidmaximum shareholding limit, the Issuer is, therefore, making an application to the SEM forthe listing of its shares on the Official Market in order to satisfy the requirement set by theInsurance Regulatory Authority of Kenya.As per the requirements of Kenyan laws, the Issuer should have been listed by 31 December2011 However, an extension has been granted to be able to benefit from the aboveexemption which allows an entity listed on a securities exchange to not comply with themaximum 25% shareholding requirement.2.2 Particulars of the ListingDividend Policy:The securities introduced have no fixed dividend. The directors shall, from time to timedeclare such dividends as prudent business considerations allow and depending on thecompany’s medium and long term strategies.Backing of the offer.The main activities of the group are carried out by Cannon. Cannon has a Net Asset Value(“NAV”) of US$ 14,945,105, based on the audited accounts of the company for the yearended 31 December 2010, the figures of which are converted into USD at a rate of USD1=KES 95.00.The listing of the shares of the Issuer on the Official Market of the SEM by way ofan introduction shall not dilute the underlying assets, as there will be no change in the sharecapital of Cannon.Stated Capital InformationThe current stated capital of the Issuer is as follows:Name & Address of shareholderConqueror Ltd 33 Edith CavellStreet, Port Louis, Republic ofMauritiusCannon Holdings Limited, POBOX 30216, Nairobi, KenyaType ofSharesNo. of sharesCurrentHoldingValue(US$)Ordinary 731,261 73.13% 245,000Ordinary 268,739 26.87% 1,464,584TOTAL 1,000,000.00 100.00% 1,709,585In accordance with Listing Rule 18.36, the Issuer confirms that as at 31 January 2012, theonly asset situated in Mauritius consists of a bank balance of USD 59,439.75 (Standard Bank)(Mauritius Ltd)18

Changes in the stated capital of the Issuer during the last two years:Name ofShareholderConquerorLtdCannonHoldingsLimitedTransactionValue(US$)No ofsharesInitial Share capital 1 1On 23 November 2011,there was a bonus issue toTotal no ofshares%holdingConqueror Ltd 245,000 731,260 731,261 73.13%On 23 November 2011, ,the Company issued268,739 ordinary shares toCannon Holdings Limitedagainst the acquisition of9.80% equity interest inCannon Assurance Limitedfrom Cannon HoldingsLimited 1,464,584 268,739 268,739 26.87%Total 1,709,585 1,000,000100All the shares held by existing shareholders are fully vested and there are no share optionswithin the group.Summary of Constitution with respect to Listing Rule 18.13:1) A Director shall not vote on any contract or arrangement or any other proposal in whichhe or his associates have a material interest or any matter arising there from nor shall he becounted in the quorum present at the meeting.2) Subject to the prior or subsequent approval by a resolution of shareholders, the Boardmay by a resolution of directors, fix the emoluments of directors with respect to services tobe rendered in any capacity to the Issuer.3) Any dividend unclaimed after a period of five years from the date of declaration of suchdividend shall be forfeited and shall revert to the Issuer.4) The Issuer may cease to send dividend warrants by post only if such warrants have beenleft uncashed on at least 2 consecutive occasions save for in cases where the dividendwarrant is returned undelivered on the first occasion and reasonable enquiries have failedto establish any new address of the registered holder.5) Every shareholder who desires to sell or transfer any share shall give notice in writing tothe Board who shall act as his agent. Fully paid shares shall be free from any restriction onthe right of transfer and from all lien. Partly paid shares which are listed may be subject torestrictions provided that such restrictions are not such as to prevent dealings in the sharesfrom taking place on an open and proper basis. Any document relating to or affecting thetitle to any share shall be registered with the Issuer without payment of any fee.19

CHAPTER 3:RISK FACTORSAs the underlying asset of the Issuer consists of equity investment in Cannon which is aninsurance underwriting entity, the Issuer is exposed to the insurance business risks, financialrisks, and market risks of Cannon in so far as such risks may affect the value of the equity ofthe underlying investment.Cannon’s activities expose it to a variety of risks. Cannon’s overall risk management programfocuses on the identification and management of risks and seeks to minimize potentialadverse effects on its financial performance by the use of underwriting guidelines andcapacity limits, reinsurance planning, credit policy governing the acceptance of clients, anddefined criteria for the approval of intermediaries and reinsurers. Investment policies are inplace to help manage liquidity and seek to maximize return within an acceptable level ofinterest rate risk.This section summarizes the way Cannon manages key risks:a. Insurance riskThe Insurance business operating risk is the possibility of the occurrence of the insuredevent where the amount at stake is uncertain until the occurrence of the insured event. Fora portfolio of insurance contracts where the theory of probability is applied to pricing andprovisioning, the principal risk that Cannon faces under its insurance contracts is that theactual claims and benefit payments exceed the carrying amount of the insurance liabilities.This could occur because the frequency or severity of claims and benefits are greater thanestimated.The actual number and amount of claims and benefits will vary from year to year dependingon the occurrence of the insured events. Experience shows that the larger the portfolio ofsimilar insurance contracts, the smaller the relative variability on the expected outcome. Inaddition, a more diversified portfolio is less likely to be affected by a change in any subset ofthe portfolio.Cannon has developed its insurance underwriting strategy to diversify the type of insurancerisks accepted and within each of these categories to achieve a sufficiently large populationof risks to reduce the variability of the expected outcome. Factors that aggravate insurancerisk include lack of risk diversification in terms of type and amount of risk, geographicallocation and type of industry covered.b. Financial riskCannon is exposed to financial risk through its financial assets, financial liabilities(investment contracts and borrowings), reinsurance assets and insurance liabilities. Inparticular, the key financial risk is that the proceeds from its financial assets are notsufficient to fund the obligations arising from its insurance and investment contracts.These risks arise from open positions in interest rates, currency and equity prices, all ofwhich are exposed to general and specific market movements. The risks that Cannonprimarily faces due to the nature of its investments and liabilities are liquidity rate risk andequity price risk.20

Cannon manages these risks through policies set out by the FIC. These policies have beendeveloped to achieve long-term investment returns in excess of Cannon’s obligations underinsurance and investment contracts. The principal technique is to match assets to theliabilities arising from insurance and investment contracts by reference to the type ofbenefits payable to contract holders. For each distinct category of liabilities, a separateportfolio of assets is maintained.c. Market riski. Foreign exchange riskCannon underwrites some short term insurance policies contracted in US dollars andmaintains foreign currency denominated current accounts with local banks. Additionally,Cannon invests in offshore stock exchange markets and places deposits in local financialinstitutions denominated in foreign currencies. This exposes Cannon to foreign exchange riskarising from the various currency exposures, primarily with respect to the US dollar, Euroand Pound Sterling. Foreign exchange risk arises from future commercial transactions andrecognized assets and liabilities. Currency exposures arising from US dollar denominatedbalances are managed by closely monitoring and matching these to specific US dollarsettlement requirements that may arise.ii. Price riskCannon is exposed to equity securities price risk because of investments in quoted andunquoted shares. Cannon is not exposed to commodity price risk. To manage its price riskarising from investments in equity and debt securities, Cannon diversifies its portfolio ofinvestments within the limits set by the FIC.iii. Credit riskCannon has exposure to credit risk, which is the risk that a counterparty will be unable topay amounts in full when due.Key areas where Cannon is exposed to credit risk are:• Receivables arising out of direct insurance arrangements;• Receivables arising out of reinsurance arrangements;• Reinsurers’ share of insurance liabilities.• Loans and corporate bonds and• Deposits and government securitiesCannon has no significant concentration of credit risk. Cannon structures the level of creditrisk it accepts by placing limits on its exposure to a single counterparty or companies ofcounterparty, and to geographical and industry segments. Such risks are subject to anannual or more frequent review.Limits on the level of credit risk by category and territory are approved on a quarterly basisby the Board of Directors of Cannon.Reinsurance is used to manage insurance risk. This does not, however, discharge Cannon’sliability as primary insurer. If a reinsurer fails to pay a claim for any reason, Cannon remains21

liable for the payment to the policyholder. The creditworthiness of reinsurers is consideredon an annual basis by reviewing their financial strength prior to finalization of any contract.The exposure to individual counterparties is also managed by other mechanisms, such as theright of offset where counterparties are both debtors and creditors of Cannon. Managementinformation reported to the Board of Directors of Cannon includes details of provisions forimpairment on loans and receivables and subsequent write-offs. The FIC makes regularreviews to assess the degree of compliance with the Cannon’s procedures on credit.iv. Liquidity riskLiquidity risk is the risk whereby Cannon is unable to meet its payment obligationsassociated with its financial liabilities as they are due and to replace funds when they arewithdrawn.Cannon is exposed to daily calls on its available cash resources for claims settlement andother administration expenses. Cannon does not maintain cash resources to meet all ofthese needs as experience shows that a minimum level of reinvestment of maturing fundscan be predicted with a high level of certainty. The FIC sets limits on the minimum level ofcash balances.Statement of debt and financial supportActivity Quantum CommentOutstanding debt securities issued bythe groupNoneTerm loans issued by the groupNoneBank overdraftsNoneOther borrowing by the groupMortgages and charges in the group asper audited accounts ended 31December 2010Contingent liabilitiesGuarantees issued as per auditedaccounts ended 31 December 2010KES 90,178,302(US$949,245.30)KES.53,833,810(US$566,671.70)NoneMortgages issuedare SecuredNoneIssued to a bank infavour of a clientsecurities heldLitigationIn common with the insurance industry in general, Cannon is subject to litigation arising inthe normal course of insurance business. The Directors of the Issuer are of the opinion thatthis litigation will not have a material effect on the financial position of the company or thegroup.GuaranteesIn common with the insurance industry in general, Cannon issues performance bonds to itsclients who undertake government projects. No losses are expected to arise from theseguarantees.22

CHAPTER 4: ADDITIONAL INFORMATION4.1 Material ContractsAs a holding company, the Issuer has no material contracts.4.2 Governmental, Legal or Arbitration ProceedingsThere are no government, legal or arbitration proceedings against the Issuer, which wouldhave significant effects on the Issuer’s financial position or profitability.4.3 Third Party InformationInformation gathered from the independent parties has been accurately reproduced. As faras the Issuer is aware, no facts have been omitted which would have rendered thereproduced information inaccurate or misleading.4.4 Contingent LiabilitiesAs at 31 January 2012, the Issuer has no material litigation claim outstanding, pending orthreatened against, which could have a material effect on the Issuer’s financial position orresults.4.5 Change of NameThe name of the Issuer was changed from EVISA INVESTMENTS PVT. LTD to EvisaInvestments Limited on 11 August 2011 by way of a special Shareholders’ resolution.4.6 Reporting CurrencyThe financial statements are presented in United States Dollars (“USD”).4.7 Operating and Financial ReviewThere are no significant governmental, economic, fiscal, monetary or political policies thathave affected the Issuer’s operations.4.8 Constitution and rights attached to the sharesThe new constitution of the Issuer was adopted by the shareholders on 9 February 2012.• Objects: The main object of the Issuer is to acquire, invest in and hold rights ofownership in Cannon. The objects of the Issuer are:a) To carry out global business activities in accordance with the Financial ServicesAct 2007;b) To engage in any business or businesses whatsoever, which are not prohibitedunder the law for the time being in force in the Republic of Mauritius.c) To provide for the admission of the Listing of the securities of the company onthe SEMd) Without prejudice to section 270(b) of the Act, to borrow or raise money by theissue of debenture stock (perpetual or terminable) bonds, mortgages or anyother securities founded or based upon all or any of the assets or property ofthe company or without any such security and upon such terms as to priority orotherwise as the company shall think fit; and23

e) To do all such other things as are incidental to or the company may thinkconducive to the conduct, promotion or attainment of the objects of thecompany.• Board of Directors: The Issuer will be represented and administered by the Board.The decisions will be adopted by a simple majority provided there is a quorum. The Boardof Directors will be responsible for appointment of the management of the Issuer. Thenumber of board members may be increased subsequently to bring in additionalexpertise and market knowledge as the Issuer expands its activities.• Shareholders’ Meeting: The shareholders will be convened to an annual meetingafter the closure of books and records of the Issuer. The quorum for such meeting willconsist of a majority of votes of those present. Further, the Board shall convene a specialmeeting of the shareholders as it thinks fit.• Variation of Rights: If, at any time, the stated capital of the Issuer is divided intodifferent classes of shares, the Issuer shall not take any action which varies the rightsattached to a class of shares unless that variation is approved by a special resolution, orby consent in writing of the holders of at least one third of the issued shares of the class.The key rights attached to the shares are summarized below:Dividend Rights: Any distribution of dividends will be subject to the solvency testbeing satisfied. The Board may at such time it thinks fit, authorise and declare adividend or other distribution of such amount as it may determine.Voting Rights: Each share shall carry one vote. Ordinary resolution put to vote at ameeting may be approved by a simple majority of votes. In case of equality of votes,the chairperson of the meeting shall be entitled to a casting vote.Winding Up: In case of winding up, the proceeds from the sale of the Issuer’s assetsshall be used to repay the Issuer’s debts and other liabilities including the cost ofliquidation. Any surplus remaining shall then be distributed amongst the Issuer’sshareholders in proportion to their respective shareholdings.Buy back: The Issuer may purchase or otherwise acquire its shares in accordancewith, and subject to sections 68, 69 and 76 or section 110 of the Companies Act2001. It may hold the acquired shares in accordance with Section 72 of theCompanies Act 2001.The shares are in registered form and are freely transferable.24

4.9 Listing CostsThe expenses incurred by the Issuer in the process of listing are as followsDetail Amount USD Amount MURLegal Fees 7,500Marketing FeesN/AInitial Listing Fees 75,000Consultancy FeesN/AAdministration Fees 7500Total 15,000 75,0004.10 Documents for inspectionThe documents described under Listing Rule 18.57 may be inspected by relevant parties atthe registered office of the Issuer or at such other place as has been agreed on giving at least21 days’ notice to the Issuer. The following documents that may be inspected are:(a) The Constitution of the Issuer;(b) all reports, letters or other documents, balance sheets, valuations and statementsby any expert any part of which is extracted or referred to in the Listing Particulars;(c) a written statement signed by the public accountants or licensed auditors settingout the adjustments made by them in arriving at the figures shown in theaccountants’ report and giving the reasons thereof; and(d) the audited accounts of the Issuer or, in the case of the group, the consolidatedaccounts of the Issuer and its subsidiaries for each of the two financial yearsimmediately preceding the issue of the Listing Particulars where applicable, togetherwith in the case of a Mauritian incorporated issuer all notes, certificates or otherinformation as required by the Companies Act.25

CHAPTER 5: EXTRACTS OF CONSOLIDATED FINANCIAL STATEMENTSEVISA INVESTMENTS LIMITEDSTATEMENT OF COMPREHENSIVE INCOMEUnauditedInterim to Audited AuditedDec 2011 2010 2009(USD) (USD) (USD)INCOMESInterest income - 64 627Dividend income 81,000 64,470 78,93781,000 64,534 79,564EXPENSESAnnual domiciliation fees 2,041 1,000 666Management fees 18,500 750 1,084Annual Listing Fees (SEM) 2,594 - -Accountancy fees 2,250 500 500Audit fees 863 863 863Licence fees 1,507 235 301Bank charges 75 80 7Disbursements 263 166 2028,093 3,594 3,441Share of profit of associate 456,923 1,241,477 1,241,229Profit for the year before taxation 509,830 1,302,417 1,317,352Taxation - - -Profit for the year 509,830 1,302,417 1,317,352Other comprehensive income:Share of other comprehensive income of associate - 74,827 57,758Total comprehensive income for the year 509,830 1,377,244 1,375,110Number of shares in 2010 = 1Earnings per share 2010 = 1,302,417Earnings per share to December 2011 = 0.510Dividends declared in 2010 = NilDividends per share = Nil26

EVISA INVESTMENTS LIMITEDSTATEMENT OF FINANCIAL POSITIONASSETSUnauditedInterim to Audited AuditedDec 2011 2010 2009USD USD USDNon current assetInvestment 5,785,762 3,864,257 2,547,953Current assetsOther receivables 84,319 65,151 617Cash at bank 59,440 6,598 181,614143,759 71,749 182,231Total assets 5,929,521 3,936,006 2,730,184EQUITY AND LIABILITIESCapital and reservesStated capital 1,709,585 1 1Retained earnings 3,808,883 3,545,779 2,166,8095,518,468 3,545,780 2,166,810Non current liabilityLoan 391,453 388,863 561,148Current liabilityOther payables 19,600 1,363 2,226Total equity and liabilities 5,929,521 3,936,006 2,730,18427

EVISA INVESTMENTS LIMITEDCASH FLOWUnauditedInterim toDec 2011Audited2010Audited2009USD USD USDCash flow from operating activitiesProfit for the year before taxation 509,830 1,302,417 1,317,352Adjustments for:(Increase)/decrease in other receivables (2,638) (65) 2Increase in other payables 16,511 863 1,363Dividend income (81,000) (64,470) (78,937)Share of profit of associate (456,923) (1,241,477) (1,241,229)Other non-monetary items:Loan received 2,590 2,716 2,070Net cash (used in)/generated from operating activities (11,630) (16) 621Cash flow from investing activitiesDividend received 64,471 - 78,937Net cash generated from investing activities 52,841 - 78,937Cash flow from financing activitiesLoan repaid - (175,000) -Net cash used in financing activities - (175,000) -Net (decrease)/increase in cash and cash equivalentsCash and cash equivalents at beginning of the year 52,841 (175,016) 79,558Cash and cash equivalents at end of the year 6,598 181,614 102,05659,439 6,598 181,614Cash and cash equivalents consist of:Cash at bank 59,439 6,598 181,61428

EVISA INVESTMENTS LIMITEDSTATEMENT OF CHANGES IN EQUITYFOR THE PERIOD ENDED 31 December 2011Share Retained TotalCapital Earnings EquityUSD USD USDA0 1 January 2009 1 791,699 791,700Total comprehensive income for the year 1,375,110 1,375,110At 31 December 2009 1 2,166,809 2,166,810At 1 January 2010 1 2,166,809 2,166,810Total comprehensive income for the year 1,377,244 1,377,244At 31 December 2010 1 3,544,053 3,544,054At 1 January 2011 1 3,544,053 3,544,054Issue of shares 1,709,584 (245,000) 1,464,584Total comprehensive income for the period 509,830 509,830At 30 December 2011 1,709,585 3,808,883 5,518,46829

DIRECTORS’ UNDERTAKINGWe declare that:We have received advice and guidance from the appropriate professional adviser asto the nature or our rights and obligations under the Stock Exchange of MauritiusRules Governing the Official Listing of Securities (“Listing Rules”) and we understandand accept these rights and obligations;We have taken appropriate advice where necessary and have acted appropriatelyon any advice given;The Listing Particulars complies with Stock Exchange of Mauritius Rules Governingthe Official Listing of Securities (“Listing Rules”) and includes all such information asinvestors would reasonably expect to find and reasonably require for the purpose ofmaking an informed assessment of the assets, liabilities, financial position, profits,losses and as to the prospects of the Issuer and the rights attached to its securities;In our opinion , after having made due and careful inquiry, the working capitalavailable to us and our group is sufficient for our present requirements (i.e. for atleast the next twelve months from the date of issue of the Listing Particulars andProcedures have been established which provide a reasonable basis for the directorsto make proper judgement as to the financial position and prospects of the Issuer.…………………………………………………….…………………………………………DirectorDirector30