LOLC Finance : Prospectus - Debenture Issue 2015 (CLC)

L EASING & FINANCE

COMMERCIAL LEASING & FINANCE PLC

PROSPECTUS

AN ISSUE OF FIFTY MILLION (50,000,000) RATED, SENIOR, UNSECURED, REDEEMABLE DEBENTURES AT A PAR VALUE OF LKR 100/- EACH TO RAISE

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

TO BE LISTED

ON THE COLOMBO STOCK EXCHANGE

ISSUE OPENS ON 14 July 2015

MANAGERS TO THE ISSUE:

PROSPECTUS

THIS PROSPECTUS IS DATED 03 JULY 2015.

This Prospectus has been prepared by First Capital Limited from the information provided by Commercial Leasing & Finance PLC (hereinafter sometimes referred to as 'the Company' or 'CLC'). The Directors of the Company, collectively and individually, having made all reasonable enquiries, confirm that 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.

While the Company has taken reasonable care to ensure full and fair disclosure, it does not assume any responsibility for any investment decisions made by the investors based on information contained herein. In making an investment decision, prospective investors must rely on their own examination and assessments of the Company including the risks involved.

No person is authorized to give any information or make any representation in connection with the Debentures other than the information and representations contained in this Prospectus and if given or made, any such information or representation must not be relied upon as having been authorized by the Company.

The reporting Accountants and Auditors of Commercial Leasing & Finance PLC, the Managers to the Issue, Registrars to the Issue, Trustees, Lawyers to the Issue and the Rating Agency have given their written consent for the inclusion of their names and their reports/statements in the Prospectus.

REGISTRatION OF THE PROSPECTUS

A copy of this Prospectus has been registered with the Registrar General of Companies in Sri Lanka in accordance with the Companies Act No. 07 of 2007 (The "Companies Act").

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 Prospectus.

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

The Colombo Stock Exchange (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 statements made, opinions expressed or reports included in this Prospectus. The interest rate, redemption and other terms and conditions of the Debentures issued herein have been decided by the Company.

All Applicants should indicate in the application for Debentures, their CDS Account Number.

As per Rule 3.3.13 of the CSE Listing Rules, all Debentures allotted shall be directly uploaded to the CDS.

Applicants who do not have a CDS Account are advised to open a CDS account prior to making the application, in order to facilitate the uploading of allotted Debentures to the CDS.

PLEASE NOTE THAT UPON THE ALLOTMENT OF DEBENTURES UNDER THIS ISSUE THE ALLOTTED

DEBENTURES WOULD BE CREDITED TO THE APPLICANT'S CDS ACCOUNT SO INDICATED.

PLEASE NOTE THat DEBENTURE CERTIFICatES SHALL NOT BE ISSUED.

APPLICATIONS WHICH DO NOT CARRY THE CDS ACCOUNT NUMBER, WHICH IS NOT OPENED AT

THE TIME OF THE CLOSURE OF THE SUBSCRIPTION LIST OR WHICH INDICATE AN INCORRECT/IN-

ACCURATE CDS ACCOUNT NUMBER SHALL BE REJECTED, AND NO ALLOTMENT WILL BE MADE.

You can open a CDS Account through any Member/Trading Member of the CSE as set out in Annexure II or any Custodian Banks set out in Annexure III of this Prospectus.

Corporate Information

Sri Lanka

Commercial Leasing & Finance PLC was incorporated on 22 April 1988 under the provisions of the Companies Act No. 17 of 1982 and re-registered under the Companies Act No. 7 of 2007 on 28 March 2008. The Company was listed on the Colombo Stock Exchange on 05 June 2012.

A Registered Finance Company under the Finance Companies Act No. 78 of 1988 and

Re-registered under the Finance Business Act No. 42 of 2011.

A Registered Finance Leasing establishment under the Finance Leasing Act No. 56 of 2000 (as amended).

PQ 131 PB/PQA- by ICRA Lanka LimitedCommercial Leasing & Finance PLC

No. 68, Bauddhaloka Mawatha, Colombo 4

Tel : +94 114 526 500/ 526

Fax : +94 114 526 559

LOLC Corporate Services (Pvt) Ltd

No. 100/1, Sri Jayewardenepura Mawatha Rajagiriya Tel: +94 115 880848 Fax: +94 112865602

M/s. KPMG

Chartered Accountants

32A, Sir Mohamad Macan Makar Mawatha, Colombo 3

Tel : +94 115 426 426

Fax : +94 112 445 872

Mr I C Nanayakkara - Non-Executive Chairman (alternate to W D K Jayawardena)

Mr W D K Jayawardena - Non-Executive Director (alternate to I C Nanayakkara)

Mrs K U Amarasinghe - Non - Executive Director Mr P D J Fernando - Senior Independent Director

Dr H Cabral, PC - Independent Director

(alternate to P D J Fernando)

Mr D M D K Thilakaratne - Executive Director/ CEO

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