Brown and : Prospectus - Debenture Issue 2022

BROWN & COMPANY PLC

PROSPECTUS

FOR AN INITIAL ISSUE OF 20,000,000 (TWENTY MILLION) LISTED RATED GUARANTEED SENIOR REDEEMABLE

FIVE YEAR (2022/2027) DEBENTURES OF LKR 100/- EACH, TO RAISE

SRI LANKAN RUPEES TWO BILLION (LKR 2,000,000,000/-)

WITH AN OPTION TO ISSUE UPTO A FURTHER THIRTY MILLION (30,000,000)

OF SAID DEBENTURES TO RAISE UP TO

SRI LANKAN RUPEES THREE BILLION (LKR 3,000,000,000/-),

AT THE DISCRETION OF THE COMPANY IN THE EVENT OF

AN OVERSUBSCRIPTION OF THE INITIAL ISSUE

MAXIMUM ISSUE WILL NOT EXCEED FIFTY MILLION (50,000,000)

OF SAID DEBENTURES OF A VALUE OF

SRI LANKAN RUPEES FIVE BILLION (LKR 5,000,000,000/-)

TO BE LISTED ON THE COLOMBO STOCK EXCHANGE

Issue Rating "[SL]A(CE) Stable" by ICRA Lanka Limited

Issuer Rating "[SL] BBB+ Stable by ICRA Lanka Limited

ISSUE OPENS ON 30th March 2022

Managers and Placement Agents to the Issue

This Prospectus is dated 30th March 2022

The CSE has taken reasonable care to ensure full and fair disclosure of information in this Prospectus. However, the CSE assumes no responsibility for accuracy of the statements made, opinions expressed or reports included in this Prospectus. Moreover, the CSE does not regulate the pricing of the Debentures issued herein. Please note that the Company is bound by the enforcement rules set out in the CSE Listing Rules (as applicable).

If there is any inconsistency between the contents under the Prospectus and the CSE Listing Rules, the CSE Listing Rules will prevail

The delivery of this Prospectus shall not under any circumstance constitute a representation or create any implication or suggestion that there has been no material change in the affairs of the Company since the date of this Prospectus. If there is a material change, such material change will be disclosed to the market.

If you are in doubt regarding the contents of this document or if you require any clarification or advice in this regard, you should consult the Manager to the issue, your Stockbroker, Lawyer or any other Professional Advisor.

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Responsibility for the Content of the Prospectus

This Prospectus has been prepared from information provided by Brown & Company PLC (hereinafter referred to as the "Company", "BRWN", or the "Issuer") and from publicly available sources.

The Directors of the Company have seen and approved this Prospectus and collectively and individually, accept full responsibility for the accuracy of the information given and confirm that after making all reasonable inquiries and to the best of their knowledge and belief, the information contained herein is true and correct in all material respects and that there are no other material facts, the omission of which would make any statement herein misleading or inaccurate.

Where representations regarding the future performance of BRWN have been given in this Prospectus, such representations have been made after due and careful enquiry of the information available to the Company and making assumptions that are considered to be reasonable at the present point in time in its best judgment.

BRWN accepts responsibility for the information contained in this Prospectus. While the Company has taken reasonable care to ensure full and fair disclosure of pertinent information, it does not assume responsibility for any investment decisions made by the investors based on the information contained herein. In making such investment decisions, prospective investors are advised to read the Prospectus and rely on their own examination and assessment of the Company and the terms of the Debentures issued including the risks associated.

Registration of the Prospectus

A copy of the Prospectus has been delivered to the Registrar of Companies of Sri Lanka for registration in compliance with the provisions of Section 40 of the Companies Act No. 7 of 2007. The following are the documents attached to the copy of the Prospectus delivered to the Registrar of Companies for registration pursuant to Section 40 (1) of the Companies Act.

1. The written consent of the Auditors and Reporting Accountants for the inclusion of their name in the Prospectus as Auditors and Reporting Accountants to the Issue and to the Company.
2. The written consent of the Rating Agency for the inclusion of their name in the Prospectus as Rating Agency to the Issue and to the Company.
3. The written consent of the Trustee to the Issue for the inclusion of their name in the Prospectus as Trustee to the Issue.
4. The written consent of the Bankers to the Issue for the inclusion of their name in the Prospectus as Bankers to the Issue.
5. The written consent of the Company Secretary for the inclusion of the name in the Prospectus as Company Secretary to the Company.
6. The written consent of the Registrars to the Issue for the inclusion of their name in the Prospectus as Registrars to the Issue.
7. The written consent of the Lawyers to the Issue for the inclusion of their name in the Prospectus as Lawyers to the Issue.

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1. The written consent of the Managers and Placement Agents to the Issue for the inclusion of their name in the Prospectus as Managers and Placement Agents to the Issue.
2. The written consent of the Guarantor of the Issue for the inclusion of their name in the Prospectus as Guarantor of the Issue.
3. The declaration made and subscribed to, by each of the Directors of the Company herein named as a Director, jointly and severally confirming that each of them have read the provisions of the Companies Act and the CSE Listing Rules relating to the Issue of the Prospectus and that those provisions have been complied with.

The said Auditors and Reporting Accountants to the Issue, Lawyers to the Issue, Trustee to the Issue, Bankers to the Issue, Company Secretary, Financial Advisors and Managers to the Issue, Registrars to the Issue, Guarantor of the Issue have not, before the delivery of a copy of the Prospectus for registration with the Registrar General of Companies in Sri Lanka, withdrawn such consent.

Registration of the Prospectus in Jurisdictions Outside of Sri Lanka

This Prospectus has not been registered with any authority outside of Sri Lanka. Non-Resident investors may be affected by the laws of the jurisdiction of their residence. Such investors are responsible to comply with the laws relevant to the country of residence and the laws of Sri Lanka, when making the investment.

Representation

The Debentures are issued solely on the basis of the information contained and representations made in this Prospectus. No dealer, sales person, individual or any other outside party has been authorized to give any information or to make any representation in connection with the Issue other than the information and representations contained in this Prospectus and if given or made such information or representations must not be relied upon as having been authorized by the Company.

Forward Looking Statements

Any Statements included in this Prospectus that are not statements of historical fact constitute "Forward Looking Statements". These can be identified by the use of forward looking terms such as "expect", "anticipate", "intend", "may", "plan to", "believe", "could" and similar terms or variations of such terms. However, these words are not the exclusive means of identifying Forward Looking Statements. As such, all or any statements pertaining to expected financial position, business strategy, plans and prospects of the Company are classified as Forward Looking Statements.

Such Forward Looking Statements involve known and unknown risks, uncertainties and other factors including but not limited to regulatory changes in the sectors in which the Company operates and its ability to respond to them, the Company's ability to successfully adapt to technological changes, exposure to market risks, general economic and fiscal policies of Sri Lanka, inflationary pressures, interest rate volatilities, the performance of financial markets both globally and locally, changes in domestic and foreign laws, regulation of taxes and changes in competition in the industry and further uncertainties that may or may not be in the control of the Company.

Such factors may cause actual results, performance and achievements to materially differ from any future results, performance or achievements expressed or implied by Forward Looking Statements herein. Forward

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