HMK Prospectus - Haldane McCall Plc

A European Company - Investing in Emerging Markets in Africa
Prospectus
for a public offering
in Germany and the UK of
20,000,000 new common shares of no par value, each authorized
to be issued
— each such new share carrying full dividend rights and each share will thus be eligible for
dividends from and including the financial year 2013 —
of
Haldane McCall PLC
Douglas, Isle of Man
International Securities Identification Number (ISIN): IM00B7XZYZ39
German Securities Identification Number (WKN): A1J3U8
Symbol: HMK1
June 21 st 2013

Table of Contents
A. SUMMARY OF THE PROSPECTUS ........................................................................................................................... 1
Section A – Introduction and Warning Notices ........................................................................................................ 1
Section B – Issuer .................................................................................................................................................................. 1
Section C – Securities ........................................................................................................................................................... 7
Section D – Risks ................................................................................................................................................................... 8
Section E – The Offer ........................................................................................................................................................ 10
B. ZUSAMMENFASSUNG DES PROSPEKTS ............................................................................................................ 12
Abschnitt A – Einleitung und Warnhinweise.......................................................................................................... 12
Abschnitt B – Emittent ..................................................................................................................................................... 13
Abschnitt C – Wertpapiere ............................................................................................................................................. 18
Abschnitt D – Risiken ....................................................................................................................................................... 19
Abschnitt E – Angebot ...................................................................................................................................................... 21
C. RISK FACTORS ............................................................................................................................................................. 25
I. Industry and market risks ................................................................................................................................ 25
II. Risks relating to the business .......................................................................................................................... 28
III. Legal and taxation risk ....................................................................................................................................... 34
IV. Risks relating to the shares, the offering and the shareholder structure ..................................... 37
D. GENERAL INFORMATION ....................................................................................................................................... 41
I. Responsibility for the content of the prospectus .................................................................................... 41
II. Statutory auditors ................................................................................................................................................ 41
III. Important information for investors ............................................................................................................ 41
IV. Notice regarding the European Economic Area ...................................................................................... 42
V. Selling restrictions ............................................................................................................................................... 42
VI. Notice to U.S. residents ...................................................................................................................................... 43
VII. Forward-looking statements and profit forecasts or estimates ....................................................... 43
VIII. Presentation of financial and other information ..................................................................................... 44
IX. Presentation of currency information ......................................................................................................... 45
X. Third party information of market, economic and industry data; Statements by experts .... 45
XI. Documents available for inspection ............................................................................................................. 46
XII. Information not contained in this prospectus .......................................................................................... 46
XIII. Registered agent; Transfer agent ................................................................................................................... 46
E. THE OFFERING ............................................................................................................................................................ 46
I. Subject matter of the offering .......................................................................................................................... 46
II. Terms and conditions of the offering, timeline ........................................................................................ 46
III. General and specific information on the shares ...................................................................................... 48
IV. Market protection agreement / selling restrictions (lock-up) .......................................................... 48
V. Admission for trading and listing of the shares ....................................................................................... 49
F. REASONS FOR THE OFFERING, USE OF PROCEEDS, COSTS AND INTERESTS OF THIRD
PARTIES INVOLVED IN THE OFFERING ........................................................................................................................ 49
I. Reasons for the offering ..................................................................................................................................... 49
II. Use of Proceeds ..................................................................................................................................................... 49
III. Expense of the issue/offer ................................................................................................................................ 51
IV. Interest of third parties involved in the offering ..................................................................................... 51
G. DIVIDEND POLICY AND EARNINGS PER SHARE ........................................................................................... 51
H. CAPITALIZATION AND INDEBTEDNESS ........................................................................................................... 51
I. Statement of capitalization and indebtedness ......................................................................................... 51
II. Working capital ..................................................................................................................................................... 52
I. DILUTION ....................................................................................................................................................................... 53
I

J. SELECTED FINANCIAL INFORMATION ............................................................................................................. 53
I. Consolidated Statements of Financial Position ........................................................................................ 55
II. Consolidated Statements of Comprehensive Income ............................................................................ 56
III. Consolidated Statements of Cash Flows ..................................................................................................... 58
K. MANAGEMENTS D)SCUSS)ON OF T(E OPERAT)ONAL PERFORMANCE OF T(E BUS)NESS AND
THE ANALYSIS OF ITS FINANCIAL CONDITION ........................................................................................................ 60
I. Overview of the Business .................................................................................................................................. 59
1. Housing & Real Estate ........................................................................................................................................ 60
2. Hotels & Hospitality ............................................................................................................................................ 61
3. Banking ..................................................................................................................................................................... 61
II. Key factors Impacting Operational Performance .................................................................................... 62
1. Demand for the Products of the Business .................................................................................................. 62
2. Stability of Supply of Raw Materials ............................................................................................................. 62
3. Volatility in Prices of Raw Materials ............................................................................................................. 62
4. Competition in the Market ................................................................................................................................ 63
5. Stabilization of the currency exchange rate .............................................................................................. 63
6. Effects of Currency Fluctuations .................................................................................................................... 63
III. Future Commitments .......................................................................................................................................... 63
IV. Financial Analysis of Consolidated Balance Sheet Data ....................................................................... 64
1. Non-current Assets .............................................................................................................................................. 65
2. Current Assets........................................................................................................................................................ 65
3. Current Liabilities ................................................................................................................................................ 66
4. Non-current Liabilities ....................................................................................................................................... 66
5. Equity ........................................................................................................................................................................ 67
V. Financial Analysis of Consolidated Income Statements ....................................................................... 67
1. Results of Operations .......................................................................................................................................... 68
2. Costs of Sales .......................................................................................................................................................... 69
3. Gross Profit and Gross Profit Margin ........................................................................................................... 69
4. Administrative and Other Expenses ............................................................................................................. 70
5. Finance Expenses/Income - Net ..................................................................................................................... 70
VI. Financial Analysis per business section and geography ...................................................................... 70
VII. Trends and Outlook ............................................................................................................................................. 72
1. Trend Information End of Business Year 2012 - Date of Prospectus ............................................. 72
2. Trend Information from Date of Prospectus until End of Business Year 2013 .......................... 72
L. INDUSTRY OVERVIEW ............................................................................................................................................. 77
I. Nigerian economy ................................................................................................................................................ 77
II. Real Estate ............................................................................................................................................................... 77
III. Hospitality ............................................................................................................................................................... 81
IV. Competition ............................................................................................................................................................ 85
1. Federal Housing Authority (FHA) ................................................................................................................. 85
2. UAC Property Development Company (UPDC) ........................................................................................ 86
3. HFP Engineering ................................................................................................................................................... 86
4. Lagos State Development and Property Corporation (L.S.D.P.C.) .................................................... 86
M. (ALDANE MCCALLS BUS)NESS ........................................................................................................................... 86
I. Overview .................................................................................................................................................................. 86
II. History and principal activities ...................................................................................................................... 88
III. Company strength ................................................................................................................................................ 90
IV. Employees ............................................................................................................................................................... 90
V. Material contracts ................................................................................................................................................ 90
VI. Research and development, patents and licenses .................................................................................. 90
1. Research and Development.............................................................................................................................. 90
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2. Patents and Licenses ........................................................................................................................................... 90
VII. Property, production facilities, equipment ................................................................................................ 92
VIII. Investments ............................................................................................................................................................ 95
1. Year 2009 ................................................................................................................................................................. 95
2. Year 2010 ................................................................................................................................................................. 95
3. Year 2011 ................................................................................................................................................................. 96
4. Year 2012 ................................................................................................................................................................. 96
IX. Legal and arbitration proceedings ................................................................................................................ 98
N. REGULATORY ENVIRONMENT ............................................................................................................................. 99
Regulators .................................................................................................................................................................................. 99
Federal Level ............................................................................................................................................................................. 99
State Level ............................................................................................................................................................................... 100
O. SHAREHOLDER STRUCTURE ................................................................................................................................. 95
P. GENERAL INFORMATION ON THE COMPANY ............................................................................................... 96
I. Company name, registered office, financial year, duration ................................................................ 96
II. Business purpose of the Company ................................................................................................................ 96
III. Haldane McCall Group structure .................................................................................................................... 97
Q. INFORMATION ON THE SHARE CAPITAL AND APPLICABLE PROVISIONS ............................... 99
I. Information on Capital Issuer's Endowment .................................................................................................... 104
i. Original Capital of Haldane McCall Plc. ..................................................................................................... 104
ii. Share Capital of Haldane McCall Plc........................................................................................................... 104
iii. Equipment of Shares ......................................................................................................................................... 104
II. Information on company shares and share capital ................................................................................ 99
III. Development of the equity capital ............................................................................................................. 99
VI. Applicable Provisions ...................................................................................................................................... 100
1. General ................................................................................................................................................................... 105
2. Voting rights ........................................................................................................................................................ 106
3. Alteration of capital and Change of Control ........................................................................................... 106
4. Issue of Shares .................................................................................................................................................... 107
5. Transfer of Shares ............................................................................................................................................. 107
6. Dividends and Dividend Policy .................................................................................................................... 108
7. Directors, Administratove, Management and Supervisory Bodies ............................................... 109
8. Committee ............................................................................................................................................................ 110
9. Pre-Emption Rights .......................................................................................................................................... 110
10. Winding-Up .......................................................................................................................................................... 111
11. Meetings and Consents of Shareholders .................................................................................................. 111
12. Conflicts of Interests ........................................................................................................................................ 112
V. Disclosure and notification obligations for shareholdings ................................................... 10712
VI. Legal provisions ............................................................................................................................................ 10813
R. CORPORATE BODIES AND MANAGEMENT ............................................................................................. 10914
I. Board of executive directors and senior management ...................................................................... 109
II. Remuneration and benefits ...................................................................................................................... 11419
III. Board practices.............................................................................................................................................. 11520
S. RELATED PARTY TRANSACTIONS ............................................................................................................. 115
T. RECENT DEVELOPMENTS AND OUTLOOK ............................................................................................ 115
I. Sale of UK housing units in May 2012 ....................................................................................................... 115
II. Sale of Crestwood Corporate Limited in June 2012 ............................................................................ 120
III. Dividend payment in October 2012........................................................................................................... 116
U. TAXATION ................................................................................................................................................................. 116
I. Taxation in Germany .................................................................................................................................... 116
II. Taxation in the Isle of Man ............................................................................................................................ 119
III. Taxation in the United Kingdom ................................................................................................................ 119
III

V. GLOSSARY .................................................................................................................................................................... G-1
W. FINANCIAL SECTION ................................................................................................................................................ F-1
Financial Statements HMK Jan 01 – Dec 31, 2012, audited .... F-Fehler! Textmarke nicht definiert.
Financial Statements HMK Feb 03 – Dec 31 2011, audited .......................................................................... F-30
Financial Statements Suru Group 2011, audited .............................................................................................. F-59
Financial Statements Suru Group 2010, audited .............................................................................................. F-85
X. VALUATION REPORT Including XXVI Schedules concerning 26 Properties ...................................................... R-1
Y. SIGNATURE PAGE ...................................................................................................................................................... S-1
IV

A. SUMMARY OF THE PROSPECTUS
Section A – Introduction and Warning Notices
Summaries are made up of disclosure requirements known as Elements. These elements are
numbered in Sections A – E (A.1 – E.7).
This summary contains all the Elements required to be included in a summary for this type of
securities and Issuer. Because some Elements are not required to be addressed, there may be gaps
in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of
securities and Issuer, it is possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is included in the summary with the
mention of not applicable.
A.1 Warning That:
The following summary is intended as an introduction to this securities prospectus (the
Prospectus. Other sections of the Prospectus contain substantially more detailed information;
therefore, investors should base their investment decision on an examination of the Prospectus in
its entirety.
Haldane McCall PLC, Douglas, Isle of Man, Company with registration no. 006572V and
ISIN: IM00B7XZYZ39 (the Company or Haldane McCall or HMK and collectively with its
subsidiaries, the Haldane McCall Group or the Group), assumes responsibility for the content
of this prospectus pursuant to Section 5 paragraph 2, sentence 3, no. 4 of the German Securities
Prospectus Act (Wertpapierprospektgesetz).
In the event that claims are asserted before a court of law based on information contained in this
Prospectus, the investor appearing as plaintiff may be required to bear the costs of translating the
Prospectus prior to the commencement of legal proceedings in compliance with the national laws
of the individual Member States of the European Economic Area.
The Company may be held liable for the content and the summary of the prospectus, including the
translation thereof, but only if the prospectus is misleading, inaccurate, inconsistent or lacking key
information when read together with the other parts of this Prospectus.
A.2 Consent for the use of the prospectus for the subsequent sale or definite placement
of shares through financial intermediaries
Not applicable, because there is no approval for the use of the prospectus for the subsequent or
definite placement of shares through financial intermediaries.
Section B – Issuer
B.1 Legal and Commercial Name of the Issuer
The legal and commercial name of the issuer is Haldane McCall PLC.
B.2 Domicile and Legal Form of the Issuer, Legislation under which the Issuer operates
and its Country of Incorporation
Haldane McCall PLC is a Public Limited Company that was incorporated on February 03, 2011 in
the Isle of Man with the registered office at Acclaim House, 12 Mount Havelock, Douglas, Isle of
Man, IM1 2QG. The applicable legislation is the Isle of Man Companies Act 2006.
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B.3 Main Business, Main Categories of Products sold and/or Services performed and
Principal Markets
Our group successfully runs sustainable and profitable businesses in Africa. With the global
investment strategy, HMK is contributing to the socioeconomic development of Africa. The focus of
our activities is Africa in general and Nigeria in particular.
Our core business objective is driven on the economic side by consistently looking out for
attractive and long-term investment opportunities in Africa and Europe as well as optimizing
financial and operational solutions. With our principles, values and culture, we are promoting a
unique culture of excellence.
The Company was established as a pioneer sponsor of companies and investments in major areas
of operations in which the company has core competencies. Haldane McCall PLC operates a growth
model patterned on both organic growth and acquisitions. Haldane McCall PLC includes
constituent companies, subsidiaries, investment holdings and relationships with local and
international affiliates. The Company was originally envisaged to provide a whole gamut of
services in relation to the real estate and hospitality industry, but has branched out into major
operational areas as listed below:
Real Estate & Construction
Hotel Services
Investments & Financial Services
The principal market of Haldane McCall PLC is the real estate market, especially in Nigeria. In the
hospitality sector, it has successfully brought to life tastefully furnished three-star hotels within the
business segment of Lagos State, Nigeria. The hotel has a strategic relationship with Best Western,
an international hotel brand, for trading in West Africa. The hotels are trading as a Best Western
(otel. The hotels are managed by African Sun, a South African company. The Group has also
invested in Prolific Micro Finance Bank in Lagos, Nigeria. Following the worldwide credit crisis, the
Group has pruned down its investment drive and now wants to focus on real estate and hospitality.
The strategy of the Company is to focus on the real estate industry in Africa and to establish a
brand for budget hotels. The Group has perfected plans to launch budget hotels throughout Nigeria
as part of its hospitality business. To this end, it has also launched budget hotels in Lagos, Nigeria,
which are to serve as a prototype for West Africa. In the interim, the Group wants to develop a
further five three-star hotels under the Best Western brand, 45 budget hotels under the Suru
Express Brand and 1,000 units of low-cost residential estates to support the Federal Government`s
drive for affordable housing for all. It has acquired a large expanse of land in Lagos, Nigeria, a
developing area (in the commercial center of Nigeria) with the intent of building low-cost housing.
For Haldane McCall, the following factors are critical to its success:
Capital, Location, Availability and adequacy of infrastructure support, Pricing, Cost Efficiency,
Layout & Design and Marketing and Branding and Strategic Alliances
B.4a Most Significant Recent Trends and Trend Information
In the opinion of the company budget hotels in Nigeria can be operated increasingly profitable.
The demand for low cost housing has continued to grow considering the experience of the business
with the recently completed units that were fully sold on completion. The fact that customers are
now prepared to make deposits of about 10% in advance before the commencement of
construction also gives credence to the gap in the market, because companies have an advantage
when they are able to pay this deposit. The management team understands that the challenge of
2

meeting the 16 million units gap in the market is huge and will work towards aligning this
opportunity to its strategic objectives.
In our second major market, hospitality, this year has seen yet another increase in passenger
numbers, tourist visits and business travelers, so that we intend to continue with our proven
strategy to build or acquire and operate brand and budget hotels to serve the continuously
growing demand.
B.5 Group Structure
The below subsidiaries are all subsidiaries of Suru Group Ltd. and since August 15, 2011 Suru
Group Ltd. is a 100% subsidiary of Haldane McCall PLC.
All of the below named Nigerian entities are part of the HMK group of companies. They have been
incorporated with the Corporate Affairs Commission, Abuja, F.C.T. in Nigeria and all have their
registered office at 2 Sobo Arobiodu Street, G.R.A., Ikeja, Lagos, except where expressly stated
otherwise.
Companies Activities Incorporated Owners
hip %
Suru Group Limited
Nigeria
28/11/2008 100%
Holding Company
Suru Suites and Hotels Limited Hotels 28/02/2008 100%
Suru Express Limited Hotels 22/05/2009 100%
Suru Homes Limited Real Estates 18/05/2008 100%
Suru Worldwide Ventures Limited Real Estates 23/02/2007 100%
Ind. Prolific Microfinance Bank Ltd.
9 Ijaiye Road, Sango, Agege, Lagos.
Independent Continuation Limited
3 Ajele Street, Lagos
Banking 18/03/2008 75%
Private Equity Fund 15/08/2008 100%
Haldane McCall PLC
Suru Group Limited
Suru Suites
and Hotel
Limited
Suru
Express
Limited
Suru
Homes
Limited
Suru
Worldwide
Ventures
Nigeria
Limited
Independent
Prolific
Microfinance
Bank
Limited
Independent
Continuation
Limited
3

B.6 Major Shareholders
The major shareholders have the same voting rights as other shareholders, but there are two
different types of shares, namely common stock with one voting right at the shareholders general
assembly and preferred shares that carry a reduced 1 vote per share since the Sheraholders
Resolution dated March 5 th 2013..
Newby Holding Ltd. holds 47,256,400 common shares and is 100% owned by the CEO of Haldane
McCall PLC Mr. Edward Akinlade. Newby is incorporated in the Seychelles with IBC registration no.
105249. The Company's registered office is at Second Floor, Capital City, Independence Avenue, P.O.
Box 1312 Victoria, Mahe, Seychelles.
Mr. Akinlade additionally to his indirect holdings through Newby also holds 400,000 preferred
shares individually.
Mr. Akinlade controls directly or indirectly 47,656,400 shares or 83,36% of the 57,172,076
common and preferred shares in the Company.
B.7 Essential Selected Financial Information
The following selected consolidated financial data and business information for Haldane McCall PLC
have been extracted from the audited consolidated financial statements of the Company for the
business period February 03 to December 31, 2011. Further, for the years 2010 and 2011 the data
showing has been extracted from the audited consolidated statements of the subsidiary, Suru Group
Limited. The audited financials from January 1, 2012 until December 31, 2012 were completed by the
Company.
All financial statements have been prepared in accordance with the International Financial Reporting
Standards (IFRS), amounts showing in Euro.
The consolidated financial statements were audited by Ayoola Oladeji & Co, 46, Olowu Street,
P.O. Box 6906, Ikeja, Lagos, LC. No. 2782 and registered number LAZ 064 159 with the Institute of
Chartered Accountants of Nigeria.
The following selected consolidated financial data are not necessarily indicative of the future financial
condition and results of operations of the Company for any other period of time. For detailed audits, see
Section W.
4

B.8 Selected Key Pro Forma Financial Information
Not applicable as there is no significant gross change in the situation of the issuer due to a particular
transaction in the period covered by the historical financial information neither is such a transaction
expected.
B.9 Profit Forecast or Estimate
Not applicable as no profit forecast or estimate is made.
B.10 Qualifications in the Audit Report
Not applicable. All auditor´s opinions are unqualified.
B.11 Working Capital Statement
)n (aldane McCall PLCs opinion, its current working capital is sufficient for its present requirements
and for the next 12 months, that is any payment obligations due at the time of this prospectus and
such that will become due at least within the next twelve months as of the date of this prospectus.
The Directors of HMK PLC are of the opinion that the Company has sufficient Cash Flow to meet its
present requirements. They have taken into consideration a wide range of variables and information
in reaching this conclusion. Nevertheless, the Company plans to raise additional equity capital to
continue implementing its growth strategy, which may require an increase in the working capital
requirements of the business.
Section C – Securities
C.1 Type, Class, Security Identification Number
Haldane McCall PLC offers common and preferred shares of the Companys equity capital. The )S)N
no. of Haldane McCall PLC is IM00B7XZYZ39.
C.2 Currency
The shares are denominated in EUR.
C.3 Number of shares
As at the date of this prospectus the company has 56.772.076 common shares including 400,000
preferred shares issued and outstanding. Both classes are of no par value and all the shares are fully
paid up. There are up to 20,000,000 new common shares to be issued in the course of the public
offering.
C.4 Rights attached to the Securities
All common shares issued by the Company have the same voting right attached, one vote per one
share. Since March 5 th 2013 also the Preferred Shares carry 1 vote per each share due to the
Shareholders Resolution this day, see Annex of the Prospectus.
Every share grants full dividend rights depending on the appropriate resolution.
C.5 Transferability of the Securities
With regard to transferability of the company´s shares, there are no restrictions.
C.6 Admission to Trading on a Regulated Market, Identity of the Regulated Markets
No application has been, or is currently intended for the regulated market.
C.7 Dividend Policy
6

The Company intends to distribute dividends of 20% of the per year profits to the shareholders. The
dividends are payable within three months after the yearly audit and the resolution on the dividend
payment of the Board of Directors has been presented. Transfer of the dividends within that time
frame is sufficient. During the year 2012 the company paid an interim and final dividend of €.
million to shareholders on its register as at 30 June 2012. The company will continue to review our
dividend policy and expect a progressive dividend once it is prudent to do so.
Section D – Risks
Potential investors in Haldane McCall should carefully read and consider the risk factors described
below and the other information contained in this Prospectus before they make a decision about
acquiring the shares. The realization of one or more of these risks could individually or together
with other circumstances adversely affect the business activities and have material adverse effects
on the financial condition and results of operations as well as on the prospects of the Haldane McCall
Group. The selected order of the risk factors mentioned below represents neither a statement about
the probability of the risks realization nor an assessment of the extent of the economic effects or the
importance of the risk factors mentioned below. The risk factors are based on assumptions that may
in hindsight turn out to have been incorrect. Additional risks which are presently not known to the
Company or which are currently considered immaterial could also adversely affect the Groups
business operations and have material adverse effects on its financial condition and results of
operations. The stock exchange price of the shares may fall if any of these risks materialize and
investors could lose some or all of the funds they have invested.
D.1 Key Information on the key risks that are specific to the issue.
Industry and Market Risk
Significant capital investment is required to achieve the planned growth of Haldane McCall in other
areas. There is no assurance that such investments will be available for Haldane McCall. It is
uncertain to which extent the demand in Nigeria will rise or whether the future demand will
decrease. Furthermore, it is uncertain how the real estate investment will develop.
Moreover, the income-producing capacity of the properties may be adversely affected by several
other risk factors which relate to the properties themselves. There are property leasing risks which
relate to statutory rights of tenants. Additionally, there are risks arising from trends in the property
market and the cyclical nature of the sector in which the company operates. Furthermore, there are
risks from property asset construction and refurbishment projects. The company has to deal with
tenant insolvency risks. There are environmental risks that Haldane McCall PLC faces as a property
owner. The Company has to comply with local environmental regulations. Insurance-related risks
are due to the dependance on insurance markets. Moreover, there are risks associated with Haldane
McCall PLCs financing policy. The Haldane McCall PLC Group, through its activities, is exposed to
market risks which can generate losses as a result of fluctuations in interest rates and/or currency
exchange rates. The Haldane McCall PLC Group is exposed to foreign exchange risks because it
operates in countries outside the Eurozone. The company depends on good liquidity. The Haldane
McCall PLC Group's strategy depends on its ability to raise financial resources, either in the form of
borrowing or equity capital, so that it can finance its ongoing activities and its investments.
Additionally, there are risks related to Haldane McCall PLC Groups geographic presence. The
majority of the business is or may be conducted in markets like Nigeria where the Haldane McCall
PLC Group may be exposed to social, political and economic instability, among other risks. A
depreciation of the local currency, especially in Nigeria, the Naira, and the English Pound could have
a negative impact on Haldane McCall PLCs cash flow in Euros. Accounting works can also be a
source of financial risks.
Finally, political risks have to be taken into account. Nigeria's democracy is young and faces
significant hurdles.
7

Risks in Connection with Business Activities
Haldane McCall PLC is a holding company without its own operating activities. Its profits and ability
to pay dividends, therefore, depend on the dividends distributed by its subsidiaries.
The Companys growth plans depend on future financings in order to growth plan, future additional
funds may be in the form of equity and/or debt capital.
Haldane McCall is partially reliant on cooperation with external service providers; if in future
projects these external service providers default or their services are defective, this could lead to
losses for Haldane McCall and undermine its competitive position.
Haldane McCall may not always be able or may choose not to obtain insurance for many of the risks
that it faces. In the case of actual damage, the continuation of the Company and its operation could
be called into question.
(aldane McCall Groups international structure of operations subjects it to additional risks including
potentially adverse tax consequences and adverse changes in tariffs and duties.
Legal and Taxation Risks
Official approvals could be refused or issued only after considerable delays, or issued only subject to
certain conditions. Authorities could introduce regulations retrospectively applicable or third
parties initiate procedures that could have a detrimental effect on the Company.
Future legal disputes with authorities, competitors, shareholders, consumer protection groups or
other third parties could have a negative impact on the Company.
The Company may be adversely affected if its tax status changes or if relevant tax authorities
challenge any aspect of its Groups structure.
There is a risk that Haldane McCall would have to make retrospective tax payments following an
audit by the tax authorities.
Potential purchasers and sellers of the shares should be aware that they may be required to pay
taxes, other documentary charges or duties in accordance with the laws and practices of the country
or other jurisdictions where the shares are transferred. Potential investors are advised not to rely on
the tax summary contained in this Prospectus but to confer with their own tax adviser with respect
to the acquisition, holding, sale and redemption of the shares. Only these advisors are in a position to
fully consider the specific situation of the potential investor.
The Group has to comply with a wide variety of laws and regulations, notably: urban planning
regulations, construction and operating permits, health and safety regulations (particularly for
assets open to the public), environmental regulations, lease laws, labor regulations, antitrust
regulations, corporate and tax laws, and/or the loss of benefits associated with a status or an
authorization that could require the Group to adapt its business activities, its assets or strategy,
possibly leading to a negative impact on the value of the property portfolio or its results, an increase
in expenses, and/or a slowing or even cessation of the development of certain investments or letting
activities. In the normal course of business activities, the Group could be involved in legal
proceedings (for instance, regarding contractual responsibility, employer liabilities and penal
issues) and is subject to tax and administrative audits. To the best of our knowledge, and as of the
date hereof, the Group is not involved in or party to litigation which could have a material adverse
effect on the results or financial situation of the Group.
8

Haldane McCall PLC and its companies are subject to tax in the countries in which they operate. In
some countries, a special tax regime for real estate investors exists, leading to a lower tax burden at
the level of the Group, the basic principle being that it distributes most of its income, which is
subsequently taxable at the shareholder level. If and to the extent that Haldane McCall PLC opts to
make use of such system, it will be obliged to meet the conditions that are linked to the respective
system. Haldane McCall PLC is subject to Nigerian and English tax regimes, which enables it to
benefit from a corporate income tax exemption provided it meets certain conditions. If Haldane
McCall PLC does not respect said conditions, it would be liable for standard corporate income tax
and may be subject to significant corporate income tax repayments and to additional corporate
income tax charges, which would have a negative impact on its business activities and results.
Finally, Haldane McCall PLC remains exposed to changes to tax rules that are currently in force.
D.3 Key information on the key risks and other considerations relating to the Proposals
and are specific to the securities.
Share Related Risk
Movements in (aldane McCall PLCs share price do not indicate any future share price movements
Historical trends in the share price do not provide any indication as to future share price
movements. Haldane McCall cannot predict the extent to which investor interest in its shares will
lead to the development of a market in the shares or the extent to which this market will be liquid.
As a consequence, in certain circumstances investors may find that the shares cannot be resold at a
price higher than the price at which they were purchased or that they cannot be resold at all. In the
absence of a trading market, an investor may be unable to liquidate their investment and a total loss
of investment could result.
It is uncertain whether Haldane McCall will pay dividends in the future.
(aldane McCalls share price could be volatile
The market price of shares in Haldane McCall could fluctuate significantly, specifically as a result of
fluctuations in actual or forecast results, revised profit forecasts, failure to fulfill the profit
expectations of securities analysts, changes in general economic conditions or other factors. General
stock market movements could also place the price of shares in the Company under pressure
without having any direct link with its operating activities, financial position, financial performance
or business outlook.
Haldane McCall PLC could change its dividend distribution policy
The general decrease in the real estate market could result in the lack of sufficient distributable
profits and Haldane McCall PLC, therefore, could be obliged to pay all or part of its dividends by
drawing on its reserves or premiums. It could also be obliged to modify the frequency of the
distribution of dividends; it is also possible that dividends will not be paid at all.
Preferred Shares Risk
We have 400.000 issued preferred shares that carry a voting right of 1 like the common shares do.
Since we did a Shareholders Resolution dated March 5 th the oting Rights of the Preferred Shares
were reduced from 100 to 1. Preferred shares carry the potential risk that a change of control in the
company could be delayed, impeded, deferred or prevented. The transferee should take careful note
of this special risk. Moreover, there is also a risk that if we issue preferred stock in the future, a
change of control in our company could be delayed, impeded, deferred or prevented. The potential
issuance of preferred stock could discourage potential acquisition proposals and could delay or
prevent a change in control, which may adversely affect the market price of our stock.
9

Section E – The Offer
E.1 Total Net Proceeds, Estimate of the Total Expenses of the Issue/Offer, including
Estimated Expenses charged to the Investor by the Issuer
The company expects to raise € 25,000,000 from selling the 20,000,000 offer shares, deducting
€ 250,000 for the Offering. Therefore the expected net proceeds of the offer amount to € 24,750,000.
E.2a Reasons for the Offer, Use of Proceeds, Estimated Total Net Amount of the Proceeds
The group intends to use the proceeds from the capital increase for accelerating its growth through
expanding its portfolios in hotels, real estates, and microfinance bank. The expected net amount of
the proceeds is € 24,750,000.
The company plans to decrease its debt by € 7.5 million and € 5 million of the offer are intended to
serve as working capital for operating the hotels and services and facilities of the housing projects.
€ 5 million are being used for hotel expansion, € 5 million for low cost housing and € 2.25 million for
micro finance bank. Additionally to the net proceeds amount, € 250,000 will be used to cover the
expenses of the offer, but there are no special designations or amounts specified.
E.3 Terms and Conditions of the Offer
The Offering concerns (aldane McCall PLCs ,000,000 new common shares. The expected issue
date of the securities is seven days after BaFin approves this Prospectus. The Prospectus is expected
to be approved by BaFin on June 28 th 2013 and will be published immediately after approval, at
latest on July 01 st 2013. Therefore the Offer Period is expected to start on July 02 nd 2013 and will last
for one year. During this time the shares are sold over the exchange. There is no book building
period and therefore, withdrawal of the subscription is technically impossible. The Offer Period can
be shortened by the issuer arbitrarily without any reasons, even if the Offer over the exchange has
already started.
The transfer of the shares is done electronically from the custodian account of the vendor to the
account of the buyer. There is no lock-up period for the purchaser.
The delivery of the shares will be executed through the trading and clearing systems implemented
by and/or connected to the Stuttgart Stock Exchange (Open Market). As an Isle of Man entity, HMK is
not subject to UK stamp duty. The usual bank charge for the purchase of the shares is applicable.
The shares may be offered to all potential investor categories. No classification will be made
according to different investor types or different tranches in connection with the Offering. A
preferential treatment according to certain classes of investors will not take place. An overallotment
facility does not exist.
The Offered Shares are expected to be delivered to investors or their respective brokers four
banking days following an order execution on the stock exchange subject to payment of the Offer
Price and the customary securities commissions.
There is no difference between the public offering price and the effective cash costs for members of
the administrative, management and supervisory bodies.
E.4 Material interests, including conflicting interests
There is no conflict of interest between the administrative, management and supervisory bodies,
except as stated below: The CEO, Mr. Edward Akinlade, who, indirectly through Newby, is also a
major shareholder in the Company. Mr Akinlades interest as a major shareholder could conflict with
his duties as CEO to act in the best interest of the company and/or interests of other shareholders.
Further conflicts of interest are not known to the company.
10

E.5 Person or Entity Offering to Sell the Security, Lock-up agreements
The entity that is offering the shares is Haldane McCall PLC.
Newby Holding Ltd. holding 47,256,400 common shares and Mr. Akinlade holding 400,000
preferred shares have agreed to lock-up their shares upon receipt of BaFins approval of this
Prospectus for twelve months beginning at the date of the offer and according to the below
described details.
The Company`s management has committed to not, for the first six months after commencement of
the Offer Period:
a) Announce or implement any capital increase from the authorized capital
b) Propose a resolution for any capital increase at the General Shareholders Meeting
c) (1) Directly or indirectly issue, purchase, sell, offer, undertake to sell, promote, otherwise
issue or announce an offer in relation to shares or other securities of the Company which are
convertible or exchangeable into shares of the Company or grant an option to purchase
shares of the Company, (2) enter into or execute transactions ( including derivative
transactions) that are economically equivalent to the purchase or sale of the shares of the
Company, or (3) directly or indirectly cause or approve transactions within the meaning of
the foregoing provisions (1) and / or (2).
Newby and Mr. Edward Akinlade have agreed with the Management that for the first twelve months
after the commencement of the Offering Period the Lock-up Period) they will not:
a) Offer, pledge, allot, sell, contract or agree to sell or to transfer, sell any option or contract to
purchase, purchase any option to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of the company or any
securities convertible into or exercisable or exchange for shares of the Company;
b) Enter into any swap or other arrangement that transfers to another, in whole or in part, the
economic risk of ownership of shares of the Company, whether any such transaction
described in the clauses above is to be settled by delivery of shares of the Company or such
other securities, in cash or otherwise;
c) Make any demand for or exercise any right with respect to the registration under U.S.
securities laws of any shares of the company or any securities convertible into or exercisable
or exchangeable for shares of the Company; or
d) Propose any increase in the share capital of the Company, vote in favor of such a proposed
increase or otherwise support any capital increase proposed with respect to the Company
without the consent of the Management
Newby and Mr Akinlade will be automatically released from their lock-up obligations at the earlier
of (i) the sale of all Offer Shares or (ii) after six months after the commencement of the Offering
Period, on a pro rata basis against their total shareholdings in the Company if and to the extent that
the Offer Shares sold in the offering would amount to less than 25% of the total amount of all Offer
Shares, as such that should only 20% of the Offer Shares be sold, 20% of the locked-up shares could
be released – should 26% of all Offer Shares be sold, all locked-up shares would remain locked-up
until the end of the Lock-Up Period.
These restrictions do not apply to the sale of the Offer Shares, and to shares purchased over the
Stock exchange after the Offering.
E.6 Dilution
The Company intends to issue further 20,000,000 new common shares for the offering. Therefore,
assuming a purchase price per share of € . and that all 20,000,000 new shares are placed the
gross issue proceeds obtained by the company will be € ,,. After deducting € 250,000 in
expenses for the offering the Company would obtain net proceeds of € 24,750,000.
11

The implementation of the Offer would lead to a direct change (dilution) in the net book value of
about minus € 0.04 per share or minus 2.8% for existing shareholders and an immediate capital
gains of about plus € 0.16 per share for purchasers of the Offer Shares and thus, investors who
acquire at € 1.25 per share gain up to 12.8% immediately.
E.7 Estimated Expenses charged to the Investor by the Issue or the Offer
Not applicable. The Company does not charge the purchasers any fees. For the purchase of the
shares the custodian bank will charge the common securities fees.
B. ZUSAMMENFASSUNG DES PROSPEKTS
Zusammenfassungen setzen sich aus einzelnen Offenlegungspflichten zusammen, die „Elemente
genannt werden. Diese Elemente sind durchnummeriert und in Abschnitte A - E eingeteilt (A.1 - E.7).
Diese Zusammenfassung enthält alle Elemente, die in einer Zusammenfassung für diesen Typ von
Wertpapier und Emittent erforderlich sind. Da einige Elemente nicht genannt werden müssen,
können Lücken in der Nummerierung auftreten.
Es kann sein, dass trotz der Tatsache, dass ein Element für diesen Typ von Wertpapier und Emittent
erforderlich ist, keine relevante Information in Bezug auf dieses Element genannt werden kann. In
diesem Fall erfolgt eine kurze Beschreibung des Elements mit der Angabe „entfällt.
Abschnitt A – Einleitung und Warnhinweise
A.1 Warnhinweise
Die folgende Zusammenfassung sollte als Einführung zu diesem Prospekt (der „Prospekt
verstanden werden. Anleger sollten wegen der wesentlich detaillierteren Informationen in anderen
Teilen des Prospekts ihre Anlageentscheidung auf die Prüfung des gesamten Prospekts stützen.
Haldane McCall PLC (die „Gesellschaft und zusammen mit ihren konsolidierten
Tochtergesellschaften „wir, „uns, „unser oder die „Gruppe übernimmt gemäß § 5 Absatz 2
Satz 3 Nr. 4 des Wertpapierprospektgesetzes (WpPG) die Verantwortung für den Inhalt dieser
Zusammenfassung und den gesamten Prospekt.
Haldane McCall PLC kann jeweils für den Inhalt der Zusammenfassung einschließlich einer
Übersetzung hiervon haftbar gemacht werden, jedoch nur für den Fall, dass die
Zusammenfassung irreführend, unrichtig oder widersprüchlich ist, wenn sie zusammen mit den
anderen Teilen dieses Prospekts gelesen wird.
Für den Fall, dass vor einem Gericht Ansprüche aufgrund der in diesem Prospekt enthaltenen
Informationen geltend gemacht werden, könnte der als Kläger auftretende Anleger in Anwendung
einzelstaatlicher Rechtsvorschriften der Staaten des Europäischen Wirtschaftsraums die Kosten
für die Übersetzung des Prospekts vor Prozessbeginn zu tragen haben.
A.2 Zustimmung zur Verwendung des Prospekts für die spätere Weiterveräußerung oder
endgültige Platzierung von Aktien durch Finanzintermediäre
Entfällt, da keine Zustimmung zur Verwendung des Prospekts für die spätere Weiterveräußerung
oder endgültige Platzierung von Aktien durch Finanzintermediäre erteilt wurde.
12

Abschnitt B – Emittent
B.1 Gesetzliche und kommerzielle Bezeichnung der Emittentin
Die Gesellschaft firmiert unter dem Namen Haldane McCall PLC und ist auch unter diesem Namen
tätig.
B.2 Sitz und Rechtsform der Emittentin, das für den Emittenten geltende Recht und Land
der Gründung der Gesellschaft
Die Gesellschaft Haldane McCall PLC ist eine am 3. Februar 2011 auf der Insel Man gegründete
Gesellschaft in der Rechtsform einer Public Limited Company. Sie hat ihren Sitz in 12 Mount
Havelock, Douglas, Isle of Man IM1 2QG. Das zugrunde liegende Recht ist der Isle of Man Companies
Act 2006.
B.3 Haupttätigkeiten, Geschäftstätigkeit und wesentliche, die Geschäftstätigkeit
beeinflussende Faktoren
Die Unternehmensgruppe betreibt profitable und nachhaltige Geschäfte in Afrika. Mit ihrer globalen
Investment-Strategie trägt HMK zur sozioökonomischen Entwicklung in Afrika bei. Der Schwerpunkt
der Aktivitäten ist im Allgemeinen auf Afrika und im Besonderen auf Nigeria gerichtet.
HMKs Geschäftsziel ist es, fortwährend nach neuen und attraktiven langfristigen
Investitionsgelegenheiten in Afrika und Europa zu suchen und unsere Finanz- und
Geschäftslösungen zu optimieren. Mit unseren Prinzipien, Werten und unserer Kultur verfolgen wir
eine einzigartige Kultur der hervorragenden Leistungen.
Das Unternehmen hat sich als ein Pionier in der Förderung von Unternehmen und
Investitionstätigkeiten in wichtigen Geschäftsfeldern engagiert, in denen es über Kernkompetenzen
verfügt. Haldane McCall PLC verfolgt eine Wachstumsstrategie, die sowohl organisch als auch auf
Akquisitionen gegründet ist. Haldane McCall PLC fasst einzelne Unternehmen,
Tochtergesellschaften, Investment Holdings mit ein und unterhält Beziehungen mit lokalen und
internationalen Partnern. Das Unternehmen hatte das ursprüngliche Ziel, eine ganze Palette von
Dienstleistungen im Zusammenhang mit der Immobilien-Branche anzubieten, mittlerweile ist eine
Verzweigung in folgende drei operative Hauptbereiche erfolgt.
Immobilien- & Baugewerbe
Hotellerie
Investments und Finanzlösungen
Der Hauptmarkt von Haldane McCall PLC ist der Immobilienmarkt in Nigeria. Im Hotelsektor hat das
Unternehmen erfolgreich geschmackvoll möblierte 3-Sterne Hotels für das Business-Segment in
Lagos State, Nigeria, etabliert. Das Hotel hat eine strategische Partnerschaft für den
Geschäftsverkehr mit Best Western, einer internationalen Hotelmarke, die unter diesem Namen in
Westafrika firmiert und tätig ist. Die (otels sind als Best Western (otel bekannt. Die (otels sind
von African Sun, einem südafrikanischen Unternehmen, gemanagt. Darüber hinaus hat die Gruppe in
die Prolific Micro Finance Bank in Lagos, Nigeria investiert. Infolge der weltweiten Kreditkrise durch
den Zusammenbruch der Lehman Bank hat die Unternehmensgruppe ihre Investitionstätigkeit
zurückgefahren und will sich nun auf den Immobilienbereich und das Hotelgewerbe konzentrieren.
Die Strategie des Unternehmens besteht darin, sich auf den Immobiliensektor in Nigeria zu
konzentrieren und eine Marke für preisgünstige Hotels zu etablieren. Die Haldane McCall PLC hat
diese Pläne, eine preisgünstige Hotelkette in ganz Nigeria zu etablieren, als Teil ihres Hotelgeschäfts
weiter perfektioniert. Zu diesem Zweck hat das Unternehmen preisgünstige Hotels in Lagos, Nigeria
etabliert, was als Prototyp für Westafrika dienen soll. Zwischenzeitlich will die Gruppe fünf weitere
3-Sterne Hotels unter der Marke „Best Western etablieren, weiterhin 45 preisgünstige Hotels unter
13

der Marke „Suru Express sowie 1000 Einheiten für preisgünstige Wohnimmobilien, um die
öffentliche Hand bei der Schaffung von preisgünstigen Immobilien zu unterstützen. Die Gruppe hat
eine große ausgedehnte Fläche in Lagos, Nigeria, einem Entwicklungsgebiet (im Wirtschaftszentrum
von Nigeria) mit der Absicht erworben, weitere kostengünstige Häuser zu bauen..
Kapital, Lage,Verfügbarkeit und Angemessenheit der unterstützenden Infrastruktur, Preisgestaltung,
Kosteneffizienz, Layout & Design, Marketing und Markenpolitik and Strategische Allianzen
B.4a Wichtigste jüngste Trends und Trendinformationen
Nach der Überzeugung des Unternehmens sind preisgünstige Budget Hotels in Nigeria zunehmend
profitabel zu betreiben.
Die Nachfrage für Sozialwohnungsbauten (low cost housing) in Nigeria ist unter Berücksichtigung
unserer Erfahrungen in diesem Segment kontinuierlich gestiegen, insbesondere mit den kürzlich
fertiggestellten Einheiten, die komplett nach Fertigstellung verkauft worden sind.
Die Tatsache, dass Kunden nun 10% Anzahlung vor Beginn der Bauarbeiten machen müssen, ist aus
der Sicht von HMK geeignet, die Nachfrage nach guten Sozialwohnungsbauten zu erhöhen, da
dadurch Unternehmen im Vorteil sind, die diese Anzahlung leisten können. Das Management von
HMK ist sich der Tatsache bewusst, dass insoweit in Nigeria eine Lücke von 16 Millionen Einheiten
besteht, die sehr groß ist, was das Unternehmen für seine strategischen Ziele nutzen will.
In unserem zweiten großen Marktsegment der Hotelerie hat sich in diesem Jahr ein weiterer Anstieg
der Passagierzahlen, der Touristenvisa und der Geschäftsreisenden ereignet, sodass wir
kontinuierlich mit unserer bewährten Strategie daran arbeiten unsere günstigen Budget Hotels
auszubauen bzw. neue zu erwerben, um die gestiegene Nachfrage kontinuierlich befriedigen zu
können.
14

B.5 Gruppenstruktur
Die nachfolgenden Tochtergesellschaften sind alle Tochterunternehmen von Suru Group Ltd., die
seit dem 3. Februar 2011 eine 100%ige Tochtergesellschaft von Haldane McCall PLC ist.
Alle nigerianischen Rechtsträger sind bei der Corporate Affairs Commission, Abuja, F.C.T. in Nigeria
eingetragen und haben alle ihren Sitz in der Straße Sobo Arobiodu Nr. 2., es sei denn, dass sich
spezielle Angaben in der folgenden Tabelle finden.
Name Gegründet Geschäftsbericht Eigentum
Suru Group Limited 28/11/2008 Nigeria Holding Company 100%
Suru Suites and Hotels Limited 28/03/2008 Hotels 100%
Suru Express Limited 22/05/2009 Hotels 100%
Suru Homes Limited 18/05/2008 Real Estates 100%
Suru Worldwide Ventures Limited 23/03/2007 Real Estates 100%
Ind. Prolific Microfinance Bank Limited 18/03/2008 Banking 75%
Independent Continuation Limited 15/08/2008 Private Equity Fund 100%
Haldane McCall PLC
Suru Group Limited
Suru Suites
and Hotel
Limited
Suru
Express
Limited
Suru
Homes
Limited
Suru
Worldwide
Ventures
Nigeria
Limited
Independent
Prolific
Microfinance
Bank
Limited
Independent
Continuation
Limited
15

B.6 Meldepflichtige Aktionäre, Beherrschungsverhältnisse
Newby Holding Ltd. hält 47,256,400 Stammaktien und gehört zu 100% dem CEO von Haldane
McCall PLC, Herrn Edward Akinlade. Newby ist eine auf den Seychellen mit der IBC
Registrierungsnummer 105249 eingetragene Holding-Gesellschaft. Der Sitz des Unternehmens ist
2. Etage, Capital City, Independence Avenue, Postfach 1312, Victoria Mahe, Seychellen. Zusätzlich
zum indirekten Aktienbesitz durch Newby hält Edward Akinlade 400.000 Vorzugsaktien in HMK
direkt.
Die Großaktionäre haben dieselben Stimmrechte wie andere Anteilseigner, aber es gibt zwei
Gattungen von Aktien, nämlich Stammaktien mit einem Stimmrecht und Vorzugsaktien mit
gleichen Stimmrechten in der Hauptversammlung der Anteilseigner. Die Stimmrechte der
Vorzugsaktien wurden per Shareholder Resolution vom 05. März 2013 von 100
Stimmen/Vorzugsaktie auf 1 Stimme/Vorzugsaktie herabgesetzt.
Mr. Akinlade kontrolliert somit, direkt oder indirekt, insgesamt 47,656,400 Aktien, was einem
Anteil von 83,36% bei aktuell insgesamt 57,172,076 Stamm- und Vorzugsaktien entspricht.
B.7 Ausgewählte wesentliche Finanzinformationen
Die folgenden ausgewählten konsolidierten Finanzdaten und Unternehmensinformationen der
Gruppe sind von den geprüften Bilanzabschlüssen der Haldane McCall PLC für das
Rumpfgeschäftsjahr vom 3. Februar bis zum 31. Dezember 2011, sowie für die Suru Group für die
Jahre 2010 und 2011 entnommen worden, die im Einklang mit den International Financial
Reporting Standards )FRS erstellt worden sind. Die Beträge zeigen Euro. Die im Prospekt
enthaltenen Finanzinformationen für den Zeitraum vom 01.01.2012 bis 31.12.2012, sowie für den
entsprechenden Vergleichszeitraum 2011 sind geprüft.
Die Konzernabschlüsse sind von Ayoola Oladeji & Co, 46, Olowu Street, P.O. Box 6906, Ikeja, Lagos,
Lizenznummer 2782 und Registrierungsnummer LAZ 064159 beim Institute of Chartered
Accountants of Nigeria, der Nigerianischen Steuerberater- und Buchhalterkammer, geprüft
worden.
Die folgenden konsolidierten Finanzdaten haben nicht notwendigerweise eine Indizwirkung für
die zukünftige finanzielle Verfassung des Unternehmens und weitere Unternehmensergebnisse.
Für die detaillierten geprüften Abschlüsse wird auf den Finanzteil im Anhang unter W. verwiesen.
16

B.8 Ausgewählte wesentliche Pro-Forma-Finanzinformationen
Entfällt, da es beim Emittenten zu keiner wesentlichen Bruttoveränderung aufgrund einer
einzelnen Transaktion im von den historischen Finanzinformationen abgedeckten Zeitraum
gekommen ist und eine solche Transkation auch nicht geplant ist.
B.9 Gewinnprognosen oder -schätzungen
Entfällt, eine Gewinnprognose existiert nicht.
B.10 Beschränkungen im Bestätigungsvermerk
Entfällt. Es gibt keine Beschränkungen in den Bestätigungsvermerken.
B.11 Erklärung zum Geschäftskapital
Nach der Überzeugung von Haldane McCall PLC genügt das aktuelle Geschäftskapital zur
vollständigen Bedienung der aktuell fälligen sowie in den nächsten 12 Monaten fällig werdenden
Verbindlichkeiten. Die Direktoren haben bei ihrer Einschätzung verschiedene Umstände und
Informationen berücksichtigt. Nichtsdestoweniger plant das Unternehmen, zusätzliches Kapital als
Eigenkapital zu erhalten, um die Wachstumsstrategie des Unternehmens zu realisieren.
Abschnitt C – Wertpapiere
C.1 Art und Gattung der angebotenen und zuzulassenden Wertpapiere einschließlich
Wertpapierkennung
Haldane McCall PLC hat zum Prospektdatum bislang 56,772,076 Stamm- und 400,000
Vorzugsaktien begeben. Sowohl die Vorzugsaktien wie auch die Stammaktien sind nennwertlos,
jede mit einem pro rata Anteil am Aktienkapital. Es sollen 20,0000,000 neue Stammaktien begeben
werden. Die ISIN der Haldane McCall PLC ist IM00B7XZYZ39.
C.2 Währung der Wertpapieremission
Die Aktien sind in Euro begeben.
C.3 Zahl der ausgegebenen und eingezahlten Aktien
Das Unternehmen hat bislang 56,772,076 Stamm-- und 400,000 Vorzugsaktien begeben. Beide
Gattungen sind nennwertlos und sämtliche Stücke voll einbezahlt. Es sollen 20,000,000 neue
nennwertlose Stammaktien begeben und voll einbezahlt werden.
C.4 Mit den Aktien verbundene Rechte
Die Satzung der Gesellschaft bestimmt in 4.1.1, dass alle Stammaktien, die von der Gesellschaft
begeben werden, dieselben Stimmrechte haben, nämlich eine Stimme je Aktie. Auch die
Stimmrechte der Vorzugsaktien wurden per Gesellschafterbeschluß vom 05. März 2013 von 100
Stimmrechten je Aktie auf 1 Stimme je Vorzugsaktie reduziert.
Jede Aktie gewährt volle Dividendenrechte, sofern eine Dividendenausschüttung beschlossen wird.
C.5 Beschränkungen zur freien Übertragbarkeit
Die Aktien sind frei übertragbar, es gibt keine Beschränkungen.
C.6 Zulassung zum Handel
Für den regulierten Markt gibt es bislang keine Anmeldung oder einen Antrag auf Zulassung.
C.7 Dividendenpolitik
Das Unternehmen beabsichtigt, Dividenden in Höhe von 20% des jährlichen Reingewinns an die
Anteilseigner auszuschütten. Die Dividenden sind zu zahlen innerhalb von drei Monaten nach
18

Vorlage des geprüften Konzern-Jahresabschlusses und des Gewinnverwendungsbeschlusses durch
die Direktoren. Die Auszahlung der Dividenden innerhalb dieses Zeitraums ist ausreichend.
Während des Jahres 2012 hat die Gesellschaft eine Dividende in Höhe von insgesamt EUR 1,67
Mio.an Aktionäre, die zum Stichtag 30. Juni 2012 registriert waren, ausgeschüttet. Die Gesellschaft
wird ihre Dividendenpolitik auch weiterhin einer kritischen Überprüfung unterziehen und
erwartet einen vorsichtigen Anstieg der Dividenden.
Abschnitt D – Risiken
Potenzielle Anleger sollten die folgenden Risikofaktoren und die sonstigen in diesem Prospekt
enthaltenen Angaben sorgfältig lesen und bewerten, bevor sie eine Investitionsentscheidung
treffen. Die Realisierung eines oder mehrerer dieser Risiken kann sich einzeln oder zusammen
mit anderen Umständen negativ auf die Geschäftstätigkeit auswirken und erhebliche negative
Auswirkungen auf die finanzielle Situation und die Ertragslage sowie auf die Perspektiven der
Gruppe haben. Die gewählte Reihenfolge der nachstehend genannten Risikofaktoren stellt
weder eine Aussage über die Wahrscheinlichkeit der Verwirklichung der Risiken noch eine
Bewertung des Ausmaßes der wirtschaftlichen Auswirkungen oder der Bedeutung der
nachfolgend genannten Risikofaktoren dar. Die Risikofaktoren beruhen auf Annahmen, die sich
im Nachhinein als falsch herausstellen können. Zusätzliche Risiken, die der Gesellschaft derzeit
nicht bekannt sind oder die derzeit noch als unerheblich eingestuft werden, können sich
ebenfalls negativ auf den Geschäftsbetrieb der Gruppe auswirken und erhebliche nachteilige
Auswirkungen auf ihre finanzielle Situation und ihre Ertragslage haben. Der Börsenkurs der
Aktien könnte, wenn eines dieser Risiken eintritt, fallen, und die Anleger könnten das investierte
Kapital ganz oder teilweise verlieren.
D.1 Wesentliche Informationen zu den Schlüsselrisiken , die sich auf die Emission
beziehen
Industrie und Marktrisiken
Um das geplante Wachstum in anderen Regionen sicherzustellen, bedarf es eines bedeutsamen
Kapitaleinsatzes. Es besteht keine Gewähr dafür, dass solche Investitionsmöglichkeiten für
Haldane McCall PLC verfügbar sein werden.
Es ist ungewiss, in welchem Umfang die Nachfrage in Nigeria steigen wird oder ob sich die
Nachfrage in der Zukunft verringern wird. Darüber hinaus ist es ungewiss, wie der
Immobiliensektor sich entwickeln wird.
Darüber hinaus kann die Profitabilität der Immobilienobjekte durch zahlreiche andere
Risikofaktoren beeinträchtigt werden, insbesondere auch jene, die sich auf das Grundeigentum als
solches beziehen.
Es gibt Immobilien-Leasing-Risiken, die die gesetzlichen Rechte der Mieter betreffen. Darüber
hinaus gibt es Risiken, die sich aus den Trends auf dem Immobilienmarkt und der zyklischen Natur
der Branche, in der das Unternehmen tätig ist, ergeben. Weiterhin gibt es Risiken aus Immobilienund
Sanierungsprojekten. Das Unternehmen hat mit Insolvenzrisiken, die auf die Mieter
zurückgehen, umzugehen. Es gibt Umweltrisiken, die Haldane McCall PLC als Eigentümer mit
örtlichen Umweltschutzvorschriften hat.
Zu berücksichtigen sind ferner versicherungsbedingte Risiken, die sich aus einer Abhängigkeit von
den Versicherungsmärkten ergeben. Darüber hinaus gibt es Risiken, die mit Haldane McCalls
Finanzierungspolitik verbunden sind. Die Haldane McCall PLC Gruppe ist weiterhin Marktrisiken
ausgesetzt, die sich infolge von Schwankungen der Zinssätze und / oder der Wechselkurse
ergeben. Die Haldane McCall PLC Group ist Währungsrisiken ausgesetzt, da sie in Ländern
außerhalb der Eurozone tätig ist. Das Unternehmen ist außerdem abhängig von einer guten
Liquidität. Die Strategie der Haldane McCall PLC Group hängt von ihrer Fähigkeit, weitere
19

Finanzmittel zu gewinnen, ab, und zwar entweder in der Form von Anleihen oder von
Beteiligungskapital, so dass sie ihre laufenden Aktivitäten und ihre Investitionen finanzieren kann.
Es bestehen weiterhin Risiken durch Immobilien Leasing, die sich auf die gesetzlichen Rechte der
Mieter gründen.
Darüber hinaus können sich Risiken aus Trends am Immobilienmarkt ergeben sowie aus der
zyklischen Natur des Immobiliensektors. Ferner gibt es Risiken, die sich auf die Bauausführung
und die Sanierung von Immobilienanlagen beziehen.
Darüber hinaus bestehen Risiken, die sich auf die geografische Lage der Haldane McCall PLC
Gruppe beziehen. Das mehrheitliche Geschäft wird in Nigeria betrieben, wo die Haldane McCall PLC
Gruppe sozialen, politischen und ökonomischen Risiken ausgesetzt sein kann. Eine Abwertung der
lokalen Währung, insbesondere des Naira sowie des englischen Pfundes könnte eine negative
Auswirkung auf die Haldane McCall PLC Gruppe sowie ihren Cash Flow in Euro haben. Ferner kann
die Wirtschaftsprüfung unter Einschluss von Steuerrisiken eine Quelle von finanziellen Risiken
sein. Ferner bestehen politische Risiken, die beachtet werden müssen, insbesondere die
Demokratie in Nigeria ist noch jung und hat einige Hürden zu überwinden.
Risiken im Zusammenhang mit der Geschäftsaktivität
Haldane McCall PLC ist eine Holding Gesellschaft ohne eigene operative Aktivitäten. Die Erträge
und die Fähigkeit, Dividenden zu zahlen ist daher abhängig von den Dividenden, die von der
Tochtergesellschaft zur Verfügung gestellt werden.
Die Wachstumspläne der Gesellschaft werden davon abhängen, dass die Gesellschaft
Zukunftsinvestitionen tätigt, um ihren Expansionsplan in die Tat umzusetzen. Für weitere
Akquisitionen wird demnach weiteres Kapital in der Form von Eigen- oder Fremdkapital benötigt.
Haldane McCall PLC ist auf die Zusammenarbeit mit externen Dienstleistern angewiesen. Wenn in
zukünftigen Projekten diese externen Dienstleister nicht erfüllen oder in Verzug geraten, könnte
dies zu Verlusten für Haldane McCall PLC führen und die Wettbewerbsposition beeinträchtigen.
Haldane McCall PLC wird nicht in jedem einzelnen Fall eine Versicherung abschließen wollen oder
dazu in der Lage sein. In den Fällen des Eintrittes von Schäden könnte die Gesellschaft und ihr
operatives Geschäft im Bestand bedroht sein.
Die internationale Struktur der Haldane McCall PLC Gruppe und ihre Geschäftsaktivitäten setzt sie
zusätzlichen Risiken aus, wie nachteilige steuerliche Konsequenzen und nachteilige
Veränderungen im Bereich Abgaben und Zölle.
Rechtliche und steuerliche Risiken
Behördliche Genehmigungen könnten abgelehnt oder nur unter bestimmten Bedingungen oder
nach erheblichen Verzögerungen erteilt werden. Die Behörden könnten Regelungen rückwirkend
einführen oder Dritte könnten Verfahren einleiten, die eine nachteilige Wirkung auf die
Gesellschaft haben.
Künftige rechtliche Streitigkeiten mit Behörden, Wettbewerbern, Aktionären,
Verbraucherschutzgruppen oder sonstigen Dritten könnten weiterhin einen negativen Einfluss auf
die Gesellschaft haben.
Die Gesellschaft kann beeinträchtigt werden, wenn ihr steuerlicher Status geändert wird oder
wenn die zuständigen Steuerbehörden einzelne Teile der Konzernstruktur infrage stellen.
Es besteht die Gefahr, dass Haldane McCall PLC Steuernachzahlungen nach einer Steuerprüfung zu
tätigen hat.
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D.3 Schlüsselinformationen zu den wesentlichen Risiken sowie weitere Erwägungen, die
sich auf das Angebot und wertpapierspezifische Risiken beziehen
Risiken in Bezug auf die Aktie
Kursbewegungen von Haldane McCall PLC geben keine Hinweise auf zukünftige Kursbewegungen.
Historische Trends lassen keine Deutung des zukünftigen Aktienkurses zu. Haldane McCall PLC
kann nicht vorhersagen, zu welchem Ausmaß Investoren Interesse an ihren Aktien haben werden
und inwieweit dies zur Bildung eines Marktes in den Aktien und zu einer Liquidität des Marktes
führt. Als eine Konsequenz aus bestimmten Umständen werden Investoren sich eventuell vor die
Situation gestellt sehen, dass die Aktien nicht zu einem Kurs weiterverkauft werden können, der
höher als der Kaufpreis ist, oder dass es nicht möglich ist, die Aktien überhaupt weiterzuverkaufen.
Kommt kein liquider Markt zustande, so kann es für den Investor eventuell nicht möglich sein,
einen Abnehmer für die Aktien zu finden, sodass ein Totalverlust die Folge ist. Es ist unsicher, ob
Haldane McCall PLC in der Zukunft Dividenden zahlen wird. Der Aktienkurs von Haldane McCall
PLC könnte darüber hinaus volatil sein. Der Marktpreis der Aktien könnte bedeutsam schwanken,
insbesondere aufgrund von Abweichungen im tatsächlichen oder prognostizierten Ergebnis.
Überarbeitete Ergebnisprognosen könnten die Erwartungen des Marktes und der
Wertpapieranalysten nicht erfüllen. Es könnten sich die ökonomischen Rahmenbedingungen
ändern sowie weitere Faktoren, die das Ergebnis beeinflussen können. Es könnten sich weiterhin
allgemeine Bewegungen des Aktienmarktes ereignen, die den Kurs der Aktie unter Druck bringen
können, ohne dass insoweit eine direkte Verbindung zum operativen Geschäft, zur Finanzsituation
des Unternehmens oder zur aktuellen Geschäftsaussicht besteht.
Risiken durch die Ausgabe von Vorzugsaktien
Wir haben Vorzugsaktien begeben, die bis zum 04. März 2013 mit einem Stimmrecht von 100
Stimmen ausgestattet waren und begeben solche möglicherweise auch in der Zukunft. Seit dem
Gesellschafterbeschluß vom 05. März 2013 ist das Stimmrecht der Vorzugsaktien auf 1 Stimme pro
Vorzugsaktie reduziert. Vorzugsaktien bringen grundsätzlich das potentielle Risiko mit sich, dass
eine Änderung in der Unternehmensleitung und -kontrolle verzögert, behindert, aufgeschoben
oder verhindert werden kann. Der Erwerber wird ausdrücklich auf diese Besonderheit und das
immanente Risiko hingewiesen. Darüber hinaus könnte die Ausgabe von Vorzugsaktien in der
Zukunft die Unternehmensleitung und -kontrolle verzögern, behindern, aufschieben oder
verhindern. Die potentielle Ausgabe von Vorzugsaktien könnte potentielle Übernahmen
erschweren oder verhindern, was unseren Aktienkurs nachteilig beeinflussen könnte.
Abschnitt E – Angebot
E.1 Gesamtnettoerlös, geschätzte Gesamtkosten der Emission/des Angebots,
einschließlich der geschätzten Kosten, die dem Anleger vom Emittenten oder Anbieter
in Rechnung gestellt werden.
Das Unternehmen erwartet, für die 20.000.000 neuen Stammaktien € 25.000.000 abzüglich der
Kosten von € 250.000 für das Angebot einzunehmen. Der erwartete Nettoerlös aus dem
öffentlichen Angebot beträgt daher € 24.750.000.
E.2a Gründe für das Angebot, Zweckbestimmung der Erlöse, geschätzte Nettoerlöse
Die Gruppe beabsichtigt, den Erlös aus der Kapitalerhöhung zur Beschleunigung des Wachstums zu
verwenden, indem das Portfolio an Hotels, Immobilien und der Mircofinance Bank aufgestockt
wird. Der erwartete Nettoemissionserlös beträgt € 24.750.000.
Das Unternehmen plant, die Verschuldung um € 7,5 Millionen zu reduzieren und € 5 Millionen des
Erlöses als Betriebskapital bei neuen, zusätzlichen Projekten zu verwenden. Weitere € 5 Millionen
sind für die Hotel Expansion bestimmt und zusätzliche € 5 Millionen für Sozialwohnungen und
€ 2,25 Millionen für die Microfinance Bank. Weitere € 250.000 sind für die Deckung der Ausgaben
für das öffentliche Angebot bestimmt, was aber kein besonderer Verwendungszweck des Erlöses
ist.
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E.3 Angebotskonditionen
Das Angebot der Haldane McCall PLC beläuft sich auf 20.000.000 neue Stammaktien. Zum
Emissionstermin und nach Billigung des Prospektes durch die BaFin soll das öffentliche Angebot
der Wertpapiere erfolgen. Der Emissionstermin wird sieben Tage nach Billigung des Prospekts
erfolgen. Es wird erwartet, dass der Prospekt am 28. Juni 2013 durch die BaFin gebilligt und
sodann unverzüglich, spätestens jedoch am 01. Juli 2013, veröffentlicht werden wird. Es wird
daher erwartet, dass das öffentliche Angebot spätestens am 02. Juli 2013 beginnt. Das Angebot ist
ab diesem Zeitpunkt für ein Jahr gültig. Während dieser Zeit werden die Aktien über die Börse
verkauft; es gibt kein Bookbuilding. Infolgedessen ist ein Rücktritt technisch nicht möglich. Die
Angebotsperiode kann vom Emittenten beliebig ohne Angabe von Günden verkürzt werden, selbst
dann wenn das Angebot über die Börse bereits begonnen hat. Die Übereignung der Aktien erfolgt
elektronisch von der Depotbank des Verkäufers zum Konto des Käufers. Die Käufer sind keiner
Haltefrist unterworfen. Die Lieferung der Aktien wird durch die Handels- und Clearingsysteme der
Stuttgarter Wertpapierbörse erfolgen. Es wird keine Stempelsteuer auf die Lieferung und
Auslösung der Aktien erhoben. Es fallen die für den Wertpapierkauf üblichen Bank- und
Depotgebühren an.
Die Aktien werden allen potentiellen Investorenklassen angeboten. Es wird keine Klassifizierung
zwischen verschiedenen Investorentypen oder verschiedenen Tranchen in Verbindung mit dem
öffentlichen Angebot vorgenommen. Eine bevorzugte Behandlung einer Investorenklasse wird es
also nicht geben. Aufgrund der Natur des Angebots gibt es keinen Schutz vor Überzeichnung. Wird
der Kaufpreis vom Erwerber gezahlt, so wird erwartet, dass die Angebotsaktien den Investoren
nach vier Banktagen geliefert werden. Es gibt keinen Unterschied zwischen dem öffentlichen
Angebotspreis und den effektiven Kosten für Mitglieder des Managements, der administrativen
und der Aufsichtsorgane.
E.4 Für die Emission/das Angebot wesentliche Interessen einschließlich
Interessenkonflikte
Es gibt keinen Interessenkonflikt zwischen Mitgliedern des Management, der Verwaltungs- und
Aufsichtsorganeabgesehen von dem folgenden:
Der Vorstandsvorsitzende von HMK, Herr Edward Akinlade, ist indirekt durch Newby Holding Ltd.
auch ein Mehrheitsaktionär des Unternehmens. Das Interesse von Herrn Akinlade als
Mehrheitsaktionär könnte in Konflikt treten zu seinen Pflichten als Vorstandsvorsitzender von
HMK, im besten Interesse des Unternehmens oder der anderen Aktionäre zu handeln.
Weitere Interessenskonflikte sind dem Unternehmen nicht bekannt.
E.5 Person oder Gesellschaft, welche Aktien anbietet, Lock-up Vereinbarungen
Die juristische Person, die die Aktien anbietet, ist Haldane McCall PLC.
Newby Holding Ltd. hat bzgl. seiner 47,256,400 Stammaktien, weiterhin Mr. Edward Akinlade bzgl.
seiner 400.000 Vorzugsaktien einer Haltefrist von 12 Monaten ab Beginn des Angebots
zugestimmt, wie im Folgenden näher beschrieben.
Das Management des Unternehmens hat sich dazu verpflichtet, für sechs Monate nach dem Beginn
der Angebotsperiode nicht:
a) Eine Kapitalerhöhung oder deren Durchführung bekanntzugeben
b) Einen Beschluss für eine Kapitalerhöhung bei der Hauptversammlung vorzuschlagen
c) (1) Direkt oder indirekt Aktien zu begeben, zu kaufen, zu verkaufen, anzubieten,
unternehmen zu verkaufen, deren Verkauf zu fördern, anderweitig zu begeben oder
bekanntzugeben, ein Angebot in Bezug auf die Aktien oder andere Wertpapiere des
22

Unternehmens, die austauschbar oder wandelbar in Aktien des Unternehmens sind oder
die eine Option zum Kauf der Aktien des Unternehmens beinhalten, zu unterbreiten (2)
sich in eine Transaktion zu begeben oder diese durchzuführen (inklusive abgeleitete
Transaktionen), die ökonomisch gleichwertig zum Kauf oder Verkauf der
Unternehmensaktien sind oder (3) direkt oder indirekt eine Transaktion zu verursachen
oder diese zu erlauben unter Berücksichtigung der vorhergehenden Bestimmungen (1)
und/oder (2).
Newby und Herr Edward Akinlade sind mit dem Management dahingehend übereingekommen,
dass f“r Monate nach dem Beginn der Angebotsperiode die „(altefrist sie nicht:
a) Aktien anbieten, verpfänden, zuteilen, verkaufen, insoweit kontrahieren, oder
übereinstimmen zu verkaufen oder transferieren sowie irgendeine Option verkaufen oder
einen Vertrag zum Verkauf dieser abschließen sowie eine Verkaufsoption zu kaufen,
irgendeine Option oder ein Recht oder eine Ermächtigung zu gewähren, zu kaufen oder
anderweit zu transferieren oder zu veranlassen sowie direkt oder indirekt, irgendwelche
Aktien des Unternehmens oder irgendwelche Wertpapiere, die wandelbar oder
eintauschbar in Aktien des Unternehmens sind, insoweit zu behandeln;
b) In einen Tausch oder eine Vereinbarung einzutreten, und zwar in Gänze sowie in Teilen, die
ökonomischen Risiken der Eigentümerschaft der Unternehmensaktien, wenn eine solche
Transaktion, wie sie in den oben genannten Bestimmungen genannt ist, durch die Lieferung
der Aktien des Unternehmens durchgeführt wird oder durch anderer Wertpapiere, in bar
oder auf andere Weise;
c) Irgendein Verlangen zu unterbreiten oder ein Recht bezüglich der Registrierung nach den
US-Wertpapiergesetzen auszuüben im Hinblick auf irgendwelche Unternehmensaktien, die
umtauschbar oder eintauschbar in Unternehmensaktien sind; oder
d) Eine Kapitalerhöhung vorzuschlagen, für eine solche zu stimmen oder eine solche auf
andere Weise zu unterstützen, die ohne Zustimmung des Management in Bezug auf das
Unternehmen beabsichtigt ist
Newby und Herr Akinlade werden automatisch von ihren Halteverpflichtungen frei, sofern (i) alle
Angebotsaktien verkauft sind (ii) sechs Monate nach Beginn der Angebotsperiode, pro rata in
Bezug auf alle Anteile des Unternehmens, wenn und soweit die Unternehmensaktien im Angebot
verkauft werden und dies weniger als 25% der gesamten Angebotsaktien ausmacht; werden nur
20% der Angebotsaktien verkauft, so können 20% der gesperrten Aktien verkauft werden – sollten
26% aller Angebotsaktien verkauft werden, dann würden alle Aktien bis zum Ende der Haltfrist
gesperrt bleiben.
Diese Beschränkungen gelten nicht für den Verkauf der Angebotsaktien und für Käufe nach dem
Angebot über die Börse.
E.6 Verwässerung
Das Unternehmen beabsichtigt 20.000.000 neue Aktien zu begeben. Unter Annahme eines
Verkaufspreises von € ,25 und der Platzierung aller 20.000.000 Aktien der Bruttoerlös des
Unternehmens beträgt € 25.000.. Nach Abzug von € 250.000 Aufwand für den Börsengang
erhielte das Unternehmen einen Nettoerlös von € 24.750.000.
Die Durchführung des öffentlichen Angebots würde zu einer direkten Veränderung des
Nettobuchwertes für bisherige Anteilseigner von minus € 0,04 pro Aktie oder minus 2,8% und zu
einem sofortigen Kapitalgewinn von plus € 0.16 pro Aktie für Erwerber der Angebotsaktien
führen. Daher würden Erwerber der Angebotsaktien, die zu einem Preis von € 1,25 kaufen, sofort
12.8% Wertsteigerung erfahren.
23

E.7 Schätzung der Ausgaben, die dem Anleger vom Emittenten oder Anbieter in
Rechnung gestellt werden
Entfällt. Die Gesellschaft stellt den Käufern der Angebotsaktien keine Kosten in Rechnung. Für den
Bezug von Angebotsaktien werden den Investoren von ihren depotführenden Banken die
bankübliche Effektenprovisionen berechnet.
24

C. RISK FACTORS
An investment in our securities involves a high degree of risk and may result in the loss of all or
part of your investment. Prior to making an investment decision, you should consider carefully the
risks described below, together with other information contained in this Prospectus as a whole. If
any of these risks were to occur, our business, financial condition and results of operations could
be materially and adversely affected and you could suffer the loss of your entire investment. The
following information is not an exhaustive list of the risks associated with investing in us.
Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial,
could also have a material and adverse effect on us. You must, therefore, reach your own views and
rely on your own investigations prior to making any investment decision.
I. Industry and market risks
Significant capital investment is required to achieve the planned growth of Haldane McCall in other
areas. There is no assurance that such investments will be available for Haldane McCall. It is
uncertain to which extent the demand in Nigeria will rise or whether the demand will decrease in
the future.
The capacity of assets to generate sufficient income
The income-producing capacity of the properties may be adversely affected by a large number of
factors. Some of these factors relate to the properties themselves, such as: (i) age, design, technical
feature, location and construction quality of the properties; (ii) applicable regulations and
perceptions regarding the safety, convenience and attractiveness of the properties; (iii) the
proximity and attractiveness of competing hotel buildings and apartments or any new competing
assets; iv the adequacy of the properties management and maintenance; v increases in
operating expenses; (vi) an increase in the capital expenditures needed to maintain the properties
or make improvements or assume costs needed to comply with applicable regulations; (vii)
vacancy rates of assets; (viii) a decline in rental rates as leases are renewed or entered into with
new tenants; (ix) incapacity of tenants to pay rent; (x) non-renewal of the leases or renewal in bad
financial conditions; (xi) illiquidity of assets disrupting the capacity to sell assets or to sell them at
prices sufficient for Haldane McCall to pay its liabilities; and (xii) evolution of valuation of assets.
Other factors of a more general nature, such as: (i) national, regional or local economic and/or
political conditions (including plant closures, industry slowdowns and unemployment rates); (ii)
local property conditions from time to time (such as an oversupply or undersupply of office, retail
or warehouse space); (iii) demographic factors; (iv) consumer confidence; (v) consumer tastes and
preferences; and (vi) changes in building codes, planning and zoning regulations or more generally
any other regulatory changes.
Statutory rights of tenants
In each country where Haldane McCall operates, a number of statutory rights of tenants under the
leases may affect the net cash flow realized from the properties or cause delay in the payment of
the rental income. Such rights may include in particular, but are not limited to the following as per
current applicable regulations: (i) Whether or not one of the Issuers or the Guarantor as landlord is
in default of its respective obligations under a lease, a tenant may have the right to reduce its rent
and/or to spread the awarded payment into installments; (iii) Whether or not one of the Issuers or
the Guarantor as landlord is in default of its respective obligations under a lease, a tenant may have
the right to terminate the lease for cause.
Risks arising from trends in the property market
Apart from risk factors specific to each asset, the Companys activities are exposed to factors
beyond its control and to specific systemic risks, such as the cyclical nature of the sector in which it
operates. (aldane McCall PLCs strategy and policies aim to curb the negative effects of these risks.
Indeed, sudden changes in the economic, financial, currency, regulatory, geopolitical, political,
25

social, health and ecological environment may have an adverse impact on the Group, the value of
its assets, its results, its distribution policy, its development plans and/or its investment activities.
Risks arising from property asset construction and refurbishment projects
The principal risks are: (i) securing the requisite legal administrative authorizations (building
permits, commercial licenses, opening and/or operational licenses, etc.); (ii) controlling
construction costs (staying on time and on budget); and (iii) achieving a good letting rate for
properties (letting of all surfaces at sufficient rent levels). An acquisition or a disposal project
needs legal, financial, technical and commercial review. Acquisition may give rise to the
materialization of hidden liabilities and integration risks leading to values inferior to acquisition
prices. The Group may invest in higher risk profile cities in order to establish a dominant market
position in key European cities. Higher risk profiles involve emerging markets or areas which are
politically less stable, have weaker economic prospects or have lower entry barriers for
competition.
Tenant insolvency risks
The Groups ability to collect rents depends on the solvency of its tenants. A tenants
creditworthiness is taken into consideration by the Company before it enters into a specific lease.
Nevertheless, it is possible that a tenant may not pay rent on time or may default on payments and
this could affect Haldane McCall PLCs operating performance and/or its results.
Future changes
In all countries in which Haldane McCall PLC is active, the Company and its subsidiaries remain
exposed to changes in tax rules that are currently in force. Subject to environmental risks as a
property owner, the Haldane McCall PLC Group has to comply with local environmental regulations
in each country where it is active. Failure to comply with these local environmental regulations, or
the need to comply with significant new environmental regulations that could be introduced, could
lead to higher expenses or hamper the development of Haldane McCall PLC Group's activities and
could potentially affect Haldane McCall PLCs results. Moreover, each of the Haldane McCall PLC
Groups real estate assets is vulnerable to natural disasters (climate change, health or ecological
crises, etc.) and may have a negative impact on the affected properties.
Insurance-related risks
As the Haldane McCall PLC Group depends on the insurance markets and their financial capacities
to cover its risks, it could experience insurance shortfalls or find it impossible to cover all or part of
certain risks. The Haldane McCall PLC Group may be exposed to a situation where the value
(reconstruction cost) of one or more of its assets is wrongly assessed by its external property
insurance values. Furthermore, insurers could face economic difficulties that leave them unable to
pay claims related to insurance policies that have been taken out by the Haldane McCall PLC Group.
Risks associated with Haldane McCall PLC’s financing policy and financial activities market
risks
Through its activities, the Haldane McCall PLC Group is exposed to market risks which can generate
losses as a result of fluctuations in interest rates and/or currency exchange rates. The Haldane
McCall PLC Group is exposed to interest-rate risks on the loans it has taken out to finance its
investments. An increase in interest rates could have a negative impact on Haldane McCall PLC
Groups results. Moreover, changes in interest rates could have a negative impact on Haldane
McCall PLC Groups results by affecting the valuation of contracted derivatives. The Haldane McCall
PLC Group is exposed to foreign exchange risks because it operates in countries outside the
Eurozone. The value of assets, rents and revenues received in these countries, when converted into
Euros, may be affected by fluctuations in exchange rates.
26

Expropriation and compulsory acquisition of properties
Haldane McCall PLC Group may also be exposed to the expropriation proceeding. )n such case,
the expropriated owner may receive compensation which may be below the actual value of the
assets; therefore, it could affect the financial situation of the Haldane McCall PLC Group.
Nigeria inflation, especially in the cost of wages, could increase our local currency costs and
decrease our operating margins.
We incur a substantial portion of our operating expenses in Nigerian naira. As a result, during
periods of inflation in Nigeria, we will experience increases in our local currency costs, particularly
with regard to wages. Increases in our operating expenses, specifically labor costs, could have a
material adverse effect on our business, financial condition and operational results.
A slowing of Nigeria’s economic growth or reversing certain policies could adversely affect
our business, results of operation and financial condition.
Expenditures for real estate and hospitality often decline in periods of economic slowdown or
recession; therefore, discretionary consumer spending declines. We could experience a substantial
decrease in revenue if economic growth were to slow down or if certain policies that contribute to
growth were to be reversed. Even if such policies were to continue, they may not be effective
enough to sustain growth. An economic slowdown could occur in Nigeria or the world as a whole if,
among other things, the high price of oil, natural gas and other commodities as experienced in
recent years were to revert or fall below their historical averages. Oil prices remain volatile due to
changes in demand, a weakening growth in developed economies and emerging economies (i.e.,
India and China). Prices may continue to vary if a global recession materializes. In addition, natural
disasters, acts of terrorism, war or civil strife elsewhere in the world may disrupt Nigerias
economy or economies. If economic conditions were to cease being favorable in Nigeria or other
parts of the world, irrespective of the reason, it would likely have a material adverse effect on our
business, operational results and financial conditions.
It is imperative that Haldane McCall continues to adapt to technological change and the way
content is distributed; if we are unsuccessful or incur significant expenditures in adapting to any
such change, it could adversely affect the companies business.
The real estate industry in Nigeria has been, and is likely to continue to be, subject to rapid and
significant change. Changing consumer behavior may impact our traditional marketing methods.
These changes could fundamentally affect the scale, source and volatility of our current and
anticipated revenue streams, cost us structures, and may require us to invest more capital in order
to remain competitive. Our future success will depend, in part, on our ability to anticipate and
adapt to changes cost-effectively and to offer, in a timely manner, services meeting customer
demands and evolving industry standards. If we cannot adapt to changing lifestyles and correctly
target audience preferences, technological changes or obsolescence, our business, operational
results and financial conditions could be materially and adversely affected.
For a business of our size and nature, we do not carry all of the insurance coverage customary in
more economically developed countries and, as a result, we could experience substantial
disruption in our operations and loss of revenue.
The insurance industry in Nigeria is not as mature as more economically developed countries. As a
result, many forms of otherwise ordinary commercial insurance are unavailable in Nigeria. We do
not carry any coverage for business liability, interruption or loss of key personnel, specifically our
ten key personnel. We do not maintain separate funds or otherwise set aside reserves for any
potential losses of this sort. Any such loss may cause substantial disruptions to our operations and
may have a material adverse effect on our business, results of operations and financial condition.
27

Haldane McCall may not always be able, or may not choose, to obtain insurance for many of the
risks it faces. In the case of actual damage, the continuation of the Company and its operation could
be called into question.
Political Risk
Nigeria's democracy is young and faces significant hurdles. The prolonged instability derived from
a long period of military rule is gradually subsiding after thirteen years of uninterrupted
democratic rule. Specifically during military regimes, Macroeconomic Risk Nigeria has had a
history of sub-optimal fiscal policymaking leading to high inflation and economic dislocations. The
Goodluck Jonathan regime has displayed maturity and discipline in its management of public
sector finances. Haldane McCall PLC is exposed to fluctuations in the value of the naira, given its
dependence on imports and exports. Disciplined monetary and fiscal policies in addition to
enlightened trade policies have led to stability in the value of the naira. Haldane McCall PLC
expects this trend to continue. Furthermore, a number of revenue sources (i.e., crude oil trading)
are denominated in hard currency and, therefore, minimize Haldane McCall PLC Groups currency
exposure.
II. Risks relating to the business
Haldane McCall PLC is exposed to the risk of government regulation.
Growth opportunities that Haldane McCall is currently considering, or may consider in the future,
could fail to materialize as expected, if at all, and, therefore, could be exposed to a variety of known
and unknown risks.
We are currently considering, and in the future may consider, a number of potential opportunities
for growth. These opportunities include expanding our existing businesses and entering into new
ventures, as well as acquiring other companies or assets. For example, we are currently
considering investing in new growth areas for our real estate and hospitality offerings and/or
expanding our real estate capabilities, among other options. Any opportunities currently being
considered by Haldane McCall are still in the preliminary proposal stage and it may be that we will
decide not to proceed with any of them. Moreover, in respect of any current or future growth
opportunity, whether organic or through acquisition, there are a number of risks we would be
exposed to, including:
overestimation or lack of expertise to fully realize the opportunitys potential;
incorrect evaluation of an opportunity;
acquiring only a minority interest, which would not give us control;
misjudging the timing of an opportunitys execution;
relying on assumptions that fail to materialize;
failing to anticipate the difficulty of integrating an opportunity with our existing
operations;
allowing an opportunity to disrupt our ongoing core businesses, divert our managements
attention or redirect other resources from alternative opportunities that could have been
more profitable or commercially advantageous for us;
failing to accurately identify material risks or problems (such as issues with an acquired
companys content library, production capability, intellectual property position or
regulatory authorizations) in our due diligence reviews; and
presuming known and unknown contingencies related to product liability, intellectual
property, financial disclosures, accounting practices, internal controls, tax or other
liabilities.
Any of these circumstances, should they occur, could have a material adverse effect on the
business, results of operations and financial condition of Haldane McCall.
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To finance our future growth, we may choose to issue additional shares or securities convertible
into or exchangeable for shares as consideration, which would dilute shareholder interest in
Haldane McCalls stock. Alternatively, it may be necessary for us to raise additional funds by
incurring indebtedness which could significantly increase our interest expenses, leverage and debt
service requirements. Additional funds may not be available with terms favorable to us, if at all. If
we are unable to obtain the necessary financing, we may have to delay or forego a growth
opportunity.
Risks relating to the internationalization of the business
The process of internationalization carries with it a number of risks, such as the general political,
macro-economic, social, legal, cultural and tax framework conditions in individual countries,
unexpected regulatory requirement changes and compliance with a multitude of foreign laws and
regulations, which contain rules that are unknown to Haldane McCall and may deviate materially
from the standards with which Haldane McCall is familiar. Moreover, Haldane McCall may not be
sufficiently familiar with foreign practices and may misjudge opportunities and risks that present
themselves within the relevant markets. There is no assurance that Haldane McCall will be able to
compensate any resulting difficulties arising in individual countries or regions. If one or more of
the aforementioned risks occur, this could have a material adverse effect on (aldane McCalls
financial condition and operational results.
Haldane McCall PLC is a holding company without its own operating activities. Its profits
and its ability to pay dividends, therefore, depend on the dividends distributed by its
subsidiaries.
The business activities of Haldane McCall are limited solely to holding, managing and selling its
investments in Suru Group Ltd which became a subsidiary of Haldane McCall on August 15, 2011.
The day-to-day business is operated by wholly-owned subsidiaries. Given an absence of operating
activities, the performance of Haldane McCall is entirely and exclusively dependent on the financial
performance and financial position of its subsidiaries. Initially, revenue and gains in the fair value
of properties held are – or shall be – only generated by these subsidiaries. The expenses, some of
which arise in subsidiaries in connection with operating and other costs, must be covered by
Haldane McCalls existing and future revenues. Profits and the ability to distribute dividends by the
Company, therefore, depend on the subsidiaries revenue flows which exceed the Companys
expenses. If its subsidiaries are not in a position to distribute revenue, or to distribute such
revenue at a sufficient level, this could have a significant negative impact on the Companys net
assets, financial position and operational results.
There is no assurance that Haldane McCall will achieve the results of operational and financial
conditions set out in the unaudited estimates and/or projections of future financial performance
contained in this Prospectus. You should not rely on any such estimate or projection in deciding
whether to invest in our shares or in forming expectations about our future performance.
In this Prospectus, we present unaudited estimates and projections of future financial performance
for illustrative purposes only. These estimates and projections are not a guarantee of, and may
differ materially from, our actual results of operations and financial condition in future periods. All
estimates, projections, forecasts and other forward-looking financial data have been prepared on
the basis of assumptions, as set out more fully in Forward Looking Statements. )n selecting these
assumptions, our director and management have made highly subjective judgments about matters
that are inherently uncertain, including our ability to implement strategy and expansion plans,
prospects for our businesss growth, the requirements of advertisers and other customers, and our
future real estate and hospitality distribution capacity. We have also made assumptions and
judgments regarding future events, such as trends in the real estate sector, changes in consumer
preferences, advances in technology, the regulatory environment and political, economic and
financial market conditions, that may not occur and over which we have minimal or no control. Our
assumptions, and the judgments we made in selecting them, have not been tested and we cannot
assure you that they are reasonable or correct. If any change in the facts or circumstances
29

underlying our assumptions were to occur, it could prevent us from meeting the estimates of
future financial performance based on such assumptions. Even if such underlying factors and
circumstances were to materialize, they may not be sufficient for our assumptions to come to
fruition. As a result, the estimates and projections of future financial performance presented in this
Prospectus would prove inaccurate. This is equally true regarding the declaration, payment and
amount of future dividends, if any.
We cannot provide you with a guarantee of assurance that we will achieve our projections;
approach an estimate or projection, in full or in part, of future operational results and/or financial
conditions, including, for example, the declaration, payment and amount of dividends. Therefore,
you should only rely on our audited historical and consolidated financial statements and other
historical information provided in this Prospectus before making an investment decision.
Liquidity risks
Haldane McCall PLC Group's strategy depends on its ability to raise financial resources, either in
the form of borrowing or equity capital so that it can finance its ongoing activities and investments.
It is possible that the Haldane McCall PLC Group could, at any given point in time, encounter
difficulties in raising funds and, as a result, lack the access to the liquidity that it needs. (Some
examples are: disruption in the bond or equity markets, a reduction in the lending capacities of
banks, changes affecting the property market or the investors appetite for property companies, a
downgrade in (aldane McCall PLCs credit rating or a change in Haldane McCall PLCs business
activities, and financial situation or ownership structure.) These events could also affect the cost of
borrowing and lead to an increase of Haldane McCall PLC Groups financial expenses.
Risk in the production of financial and accounting data
Accounting works can also be a source of financial risks, particularly when performing end-ofperiod
processing, consolidating the accounts and booking off-balance sheet commitments.
Risks related to Haldane McCall PLC Group’s geographic presence
The majority of the business is or may be conducted in markets like Nigeria where the Haldane
McCall PLC Group may be exposed to social, political and economic instability, among other risks.
In relation to the risks related to Haldane McCall PLC Groups geographic presence, the Haldane
McCall PLC Group operates in Nigeria, which is not a member of the Eurozone. A depreciation of
the local currency, especially in Nigeria, the Naira, and the English Pound, could have a negative
impact on Haldane McCall PLC Groups cash flow in Euros; for example: when rents collected in
local currency are converted into Euros and where the Groups hedging policy is not sufficient. A
depreciation of the currency of countries outside the Eurozone may also reduce the value of
Haldane McCall PLCs portfolio despite the implementation of hedging policies.
If Haldane McCall is unable to attract or retain key management personnel and other skilled and
creative personnel, our growth could be inhibited and our business harmed.
Our success depends on approximately ten key employees, specifically our senior management and
certain other employees. In particular, Haldane McCall is dependent on the expertise, vision,
relationships and continued service of our CEO, Mr. Edward Akinlade. A respected and wellconnected
figure in Nigerias real estate industry, Mr. Edward Akinlade established the business in
2008 and has since overseen its transformation into a diversified real estate company. If Mr.
Edward Akinlade or other key management personnel (such as Mr. J. Sadoh, Director; Ms. F. Akere,
Director) were no longer actively involved in our business, our relationships with key commercial
partners, industry contacts and potential government officials could be disrupted or cease to exist.
It is highly possible that we could fail to implement our corporate strategy or our growth would be
stinted. This would have a material adverse effect on the Haldane McCall business, the operational
results and our financial condition.
30

We have a limited number of highly-skilled employees performing critical functions. If we lose a
substantial number of skilled employees, or are unable to attract, retain and motivate the qualified
employees required to expand operations, it would have a material adverse effect on our business.
It cannot be ensured that our current employees will remain with Haldane McCall. Our competitors
may be successful in recruiting and hiring members of our executive management team or other
key employees and it may be difficult for us to find suitable replacements in a timely manner. If we
fail to attract, hire and retain the necessary personnel, or if we lose the services of key employees,
we may be unable to implement our business plan or keep pace with developing trends in the real
estate industry. Our business, operational results and financial condition could be adversely
affected.
Risks related to external service providers
Haldane McCall is reliant on cooperation with external service providers. If, in future projects,
these external service providers default or their services are defective, this could lead to losses for
Haldane McCall and thereby undermine its competitive position.
The strength and visibility of the Haldane McCall brand is important to specific business
operations. Failure to promote and capture interest in our brand, or negative publicity
about us, could impair our ability to capture increased interest in our real estate and
hospitality businesses.
Given the importance of the Haldane McCall brand in our real estate and hospitality offerings, as
well as to our business as a whole, we have invested heavily in establishing a solid and positive
Haldane McCall brand. To strengthen the potential for advertising and licensing revenues and to
increase our visibility, we will continue to pursue a strategy of promoting the Haldane McCall
brand. Moreover, the company has a strategic relationship with Best Western, an international
hotel brand, aiding our bid for a stronger brand name in West Africa. This cooperation with Best
Western continues to strengthen the Haldane McCall brand; therefore, a risk may occur if this
cooperation were to be discontinued.
In the future, we expect to make greater investments and devote increased resources to marketing
and advertising campaigns by way of online and traditional media. We have no way of monitoring
the effectiveness of our brands promotion. These investments may fail to increase audience
awareness of the Haldane McCall brand and may not be cost-effective. There cannot be any
assurance that consumer awareness will increase measurably or in relation to advertising
expenditures, overall revenues, margins and/or the general profitability of Haldane McCall.
Furthermore, negative publicity could damage the value of the Haldane McCall brand. We could be
the target of negative publicity resulting from various factors, including: poor reception, the
controversial nature of any of our real estate projects and hospitality, termination of relationships
or agreements with high profile or key strategic partners or due to disruption or non-availability of
our websites. In addition, any actual or perceived lack of objectivity in our relationships with other
businesses or business partners could undermine our efforts to cultivate consumer interest. If any
of these events were to occur, consumers and strategic partners could lose confidence in the
Haldane McCall brand.
The costs of doing business have increased and could increase in the future, which may
make it more difficult for Haldane McCall to generate a profit.
The costs involved with our real estate and hospitality businesses require substantial capital
expenditure, sometimes far in advance of any opportunity to generate revenue. Production and
marketing costs have generally increased in recent years owing to increased wages and other
inflation. We expect these costs to continue increasing, especially since our goal is high-quality real
estate and hospitality. This increases our costs.
Due to these rising costs, Haldane McCall may be unable to continue self-financing our business
operations. As our costs for real estate and hospitality increase, we must also increase the revenue
we generate from these offerings to offset operating expenses. If we were to fail to do so, it could
31

have a material adverse effect on the results of operations and financial condition of Haldane
McCall.
Risks relating to the presentation of financial information
Haldane McCall PLC became the holding company of Suru Group Ltd. on August 15, 2011, and its
corporate structure was changed to a public limited company at that time. Therefore, Haldane
McCall, as the holding company of the Haldane McCall Group, has only a very brief financial history.
The financial information included in this Prospectus has been extracted or derived inter alia from
the audited consolidated financial statements of Haldane McCall Group with its three-year
operating history. For a number of reasons, the comparability of financial information presented in
this Prospectus is subject to significant limitations. Therefore, the historical financial information
included in this Prospectus may not be comparable across future periods and may not be indicative
of Haldane McCalls future results of operations, financial condition or cash flows. This may impact
the quality and comparability of Haldane McCalls financial information.
Risks Relating to a Lack of Monitoring and Risk Management Capacities
The continuous development of appropriate internal organisational structures and management
processes to keep pace with Haldane McCalls most recent and intended future growth place heavy
demands on Haldane McCalls management and tie up considerable management resources. This
applies, above all, to the areas of finance (including accounting and financial control), planning,
legal, internal audit, distribution and technology. Specifically, it should be noted that technical and
personnel capacities in the accounting and financial department will have to adapt to meet future
needs for capital market requirements in financial reporting. Furthermore, it cannot be ruled out
that Haldane McCall will prove unable to adequately meet the increased requirements or to meet
them in a timely manner, leading to omissions and undesirable developments in affected areas,
which may have a material adverse effect on Haldane McCalls financial condition and operational
results. Similarly, disclosure and compliance obligations resulting from the intended graduation to
the Stuttgart Stock Exchange will place higher demands on Haldane McCalls finance and
accounting functions. Higher administrative costs will be a consequence. Any breach of postadmission
obligations could have a material adverse effect on the exchange price of Haldane
McCalls shares and could also have the consequence of a resulting loss of confidence among
investors. The implementation of a formal systematic risk monitoring and risk management system
is yet to be fully realized or completed; therefore, completeness of risk identification and
assessment is not guaranteed. In addition, it cannot be ruled out that the future risk monitoring
and risk management system will prove insufficient and that deficiencies or shortcomings of the
system will be discovered too late or that the full implementation will take longer than expected. In
particular, no assurance can be given that the management board will be able to further develop
the risk monitoring and risk management system in line with recent and projected future growth.
Additionally, the Companys subsidiaries, various Group project companies, members of the
Companys Management Board (including but not limited to Mr. E. Akinlade, Chairman/CEO; Mr. J.
Sadoh, Director; Ms. F. Akereand/or other key Company employees) make up all or part of such
subsidiaries or project companys boards of directors and/or management boards with a right to
solely or jointly bind such subsidiary or project company. Where Haldane McCall proves unable to
detect deficiencies or shortcomings in its risk monitoring or risk management system in due time
or to further develop the system in an appropriate manner, this may lead to undesirable corporate
or administrative developments. If one or more of the aforementioned risks occur, this could have
a material adverse effect on Haldane McCalls financial condition and results of operations.
Risks relating to interest rates
Haldane McCall PLCs strategy may involve a high proportion of debt obtained at fixed or variable
interest rates. A rise in interest rates could diminish or impede the profitability of Haldane McCalls
projects and/or the development of Haldane McCalls asset portfolio. Haldane McCall cannot
32

provide any assurance that interest rates will remain stable with regard to loans concluded at
variable interest rates. Any material change in market interest rates could, therefore, have a
material adverse effect on the business, financial position or operational results of Haldane McCall
or its ability to achieve stated objectives.
Risks relating to exchange rates
Haldane McCall PLC conducts its business in Euros to the extent possible; however, some of its
future and existing projects are likely to be operated and accounted for in Nigerias applicable
national currency (naira). Haldane McCall shall, therefore, likely generate revenues not only in
Euros but also in naira (possibly other currencies). The same applies to expenses. As a result of the
intended internationalization of its business activities, it cannot be ruled out that Haldane McCall
will generate a growing portion of its revenues or incur expenses in currencies other than Euros.
This gives rise to exchange rate risks, particularly if Haldane McCall realizes revenues in one
currency and related expenses have to be paid in a second currency, resulting in conversion issues.
This is further complicated in the preparation of (aldane McCall Groups consolidated financial
statements, specifically when payments (e.g., dividends) from local companies to the Group are
effected in the local currency (translation risk). To the extent that Haldane McCall may affect
foreign currency hedges to reduce any such risks, these hedges could be associated with
substantial costs. Similarly, assurances cannot be given that rate-hedging transactions will
sufficiently hedge against exchange rate risks. If one or more of the aforementioned risks occur,
this could have a material adverse effect on Haldane McCalls financial condition and operational
results.
Adverse movements in foreign currency exchange rates and the re-introduction of foreign
exchange controls may have a negative impact on our business and operational results.
The reporting currency for our financial statements is the Nigerian naira. We have substantial
assets, liabilities, revenue and costs in currencies other than the Nigerian naira. To prepare our
consolidated financial statements, we must convert said assets, liabilities, revenue and expenses
into Nigerian naira at the then applicable exchange rate. Consequently, increases and decreases in
the Nigerian naira value versus other currencies, including the Euro, will affect the amount of these
items in our consolidated financial statements, even if the original currency value has not changed.
Said conversions could result in periodical and significant changes to our results of operations.
Risks relating to past and future acquisitions
Haldane McCall PLC expects to make acquisitions of companies and parts thereof. Haldane McCall
may prove unable to scale its business structure in this growth context while keeping control of
project-level business decisions. Furthermore, acquisition of companies can be associated with
substantial investments and carry a high degree of risk. Future acquisitions may be paid for,
partially or totally, in advance, or may be paid for in shares, resulting in the possible dilution of
existing shareholder interests. Due diligence of the target company performed prior to purchasing
the company or shareholding can often only be carried out to a limited extent or at an
unreasonably high cost, meaning that Haldane McCall cannot assure that it will be able to identify
and safeguard against any or all risks associated with such a transaction. Before acquiring
companies or shareholdings in the past, Haldane McCall had conducted limited due diligence
investigations. Moreover, the future target companies could be located in countries that do not
have the legal, economic, political or cultural framework customary in the EU or with other
national characteristics not sufficiently known to Haldane McCall. Furthermore, there is a risk that
acquired or licensed technologies are not legally valid or of no sufficient value, and that Haldane
McCall, therefore, would not be able to use these as planned, if at all. Similarly, no assurance can be
given that Haldane McCall will be able to retain or integrate any possible staff members or business
relationships (or parts thereof) of the newly acquired companies. Projected growth objectives,
concepts to scale down, cost savings or timely, budget-compatible developments, production and
distribution goals or other strategic goals may not be realized fully or only to an unsatisfactory
extent. Furthermore, expected synergies may not transpire; the purchase price paid may be too
33

high; contingent liabilities or other unforeseen expenses, including restructuring expenses, may
arise. Thus, Haldane McCall may not prove successful in its acquisition of companies or parts
thereof. A misjudgment of risk or other failures in connection with acquisitions and shareholdings
may have a material adverse effect on Haldane McCalls financial condition and operational results.
Risks associated with possible conflicts of interest
There are conflict of interest risks for companies where Haldane McCall PLC is the majority
shareholder of several companies having one or more minority shareholders. In certain
circumstances, these situations may raise potential conflicts of interest and/or generate potential
claims from the minority shareholders of those subsidiaries.
III.
Legal and taxation risk
Risks relating to Breaches of the Law
It cannot be ruled out that Haldane McCalls staff, representatives or commercial agents have
accepted, granted or promised benefits while negotiating new businesses that border on unfair
business practices and are continuing to do so. The above actions may result in legal sanctions
against Haldane McCall, corporate body members and/or its staff; legal sanctions could include an
imposition of fines and/or the assertion of claims for third parties damages and may seriously
damage Haldane McCalls reputation. Haldane McCalls compliance system and monitoring
capabilities may prove inadequate to prevent or detect any such potential or existing breaches of
the law. If one or more of the aforementioned risks occur, this could have a material adverse effect
on Haldane McCalls financial condition and operational results. If a legal action were decided
against us, then our business, operational results and financial conditions could be materially
adversely affected.
Changes in laws or regulations, or a failure to comply with any laws and regulations, may
adversely affect the business and operations of Haldane McCall.
Haldane McCall and the real estate we distribute are subject to laws and regulations enacted by
national, regional and local governments in our operational jurisdictions. Compliance with, and the
monitoring of, applicable laws and regulations may be difficult, time-consuming and costly. These
laws and regulations and their interpretation and application may change from time to time and
said changes could have a material adverse effect on our business and results of operations. Not
only are existing Nigerian laws and regulations evolving and subject to potentially disparate
interpretation by governmental entities, new legislation may be proposed which could have a
material impact on Haldane McCall. Changes to the interpretation of existing laws or the adoption
of new requirements could require us to expend more funds on compliance costs or hinder our
businesss growth. Furthermore, a failure or perceived failure to comply with such laws or
requirements or with our own policies and procedures could result in material liabilities, including
a possible loss of consumer or investor confidence or a loss of customers or advertisers.
You may face difficulties protecting your interests as a shareholder because we are
incorporated under the laws of the Isle of Man.
Our corporate affairs are governed by our Memorandum and Articles of Association and by the Isle
of Man Companies Act 2006 the Act). Our shareholders rights and the fiduciary responsibilities
of our directors under the Isle of Man might not be as clearly established as they would have been
if we had incorporated under jurisdictional laws where shareholders are resident. Moreover, the
Act may provide significantly less investor protection than laws of other jurisdictions. As a Haldane
McCall shareholder, you may find it more difficult to protect your interests against actions by our
management, directors or controlling shareholders than would a shareholder of a corporation
incorporated elsewhere.
34

Based on other jurisdictional laws, you may experience difficulties during the serving
process, enforcing foreign judgments or bringing original actions in Nigeria or the Isle of
Man against Haldane McCall, our management or our directors.
We do not have significant operations outside Nigeria; the majority of our assets as well as our
directors are located in Nigeria. As a result, it may be difficult for shareholders who are residents of
countries other than Nigeria or the Isle of Man to serve process on us or our directors, including
security law matters. Moreover, where there is no mutual recognition treaty between Nigeria or
the Isle of Man and the country in which a shareholder may be resident, it may be difficult for a
shareholder to enforce a foreign court judgment against us or our directors.
Future legal disputes could have a negative impact on Haldane McCall. As part of its ordinary
business activities, Haldane McCall PLC could become involved in legal disputes, the outcome of
which is not predictable. If the Company were to become involved in future legal proceedings or
had to reach financial settlements with third parties, considerable costs could result. This could
have a considerable negative impact on the Companys net assets, financial position and
operational results. Weaknesses in Nigerias legal system create an uncertain environment for
investment and business activities and could have a material adverse effect on our business.
Nigerias legal system is still developing a framework to support the market economy. It is still
largely characterized by inconsistencies between and among laws, presidential decrees,
governmental, ministerial and local regulations, orders, decisions, resolutions, etc. There are also
substantial gaps in the regulatory structure resulting from delayed adoption or absence of
implementing regulations. The independence of the judicial system and the prosecutor generals
office with their immunity from economic, political and other influences have been questioned. The
court system is understaffed and underfunded. Judges and courts are generally inexperienced
when it comes to business and corporate law. As is generally true of civil law systems, judicial
precedents have little binding effect on subsequent decisions. Nigerias judicial system can be slow
and, in practice, enforcement of court orders can be very difficult. All of these factors make judicial
decisions in Nigeria difficult to predict and effective redress uncertain. Moreover, any of these
weaknesses could affect our ability to enforce our rights, contracts or to defend ourselves against
claims by others. We cannot assure you that regulators, judicial authorities or third parties will not
challenge our compliance with applicable laws, decrees and regulations.
Haldane McCall may be adversely affected if its tax status changes or if relevant tax
authorities challenge any aspect of the Group’s structure.
The Company currently intends to ensure that it benefits from a 0% corporate tax rate (as long as
it is available) and to conduct its affairs in such a manner that is not detrimental to maintain the
status required for a 0% corporate tax. However, if such tax rate changes, or the Companys tax
residence is successfully challenged by the relevant tax authorities, the Company may incur
additional tax liabilities which could adversely affect its business, financial conditions and
operational results.
There is a risk that Haldane McCall would have to make retroactive tax payments following
a tax authority audit.
A future tax audit of Haldane McCall or its subsidiaries could result in a retroactive tax liability.
This could have a considerable negative impact on net assets, financial position and results of the
Companys operations.
Tax risks linked to special tax regimes
Haldane McCall PLC is subject to tax in the countries in which it operates. In some countries, there
is a special tax regime for real estate investors, leading to a lower tax burden on the Group level.
The basic principle is that the Group distributes most of its income, which is subsequently taxable
at the shareholder level. If and to the extent Haldane McCall PLC opts to make use of such system, it
will be obliged to meet the conditions linked to the respective system. Haldane McCall PLC is
subject to Nigerian and the Isle of Man tax regimes, which enables it to benefit from a corporate
35

income tax exemption provided it meets certain conditions. If Haldane McCall PLC does not respect
these conditions, it would be liable to standard corporate income tax and may be subject to
significant corporate income tax recaptures and to additional corporate income tax charges, which
would have a negative impact on its business activities and its results. Finally, Haldane McCall PLC
remains exposed to changes in the tax rules that are currently in force.
Risks Relating to Legal Relationships with Related Parties
Haldane McCall PLC maintains and will continue to maintain business and legal relationships for its
business operations with companies which are related to the Company or its board members. As a
result of the currently existing or future business relationships between Haldane McCall and
related parties, potential conflicts of interest and dependencies may exist. Conflicts between the
interests of the Company on the one hand and the interests of persons or companies related to the
Company on the other hand may be resolved to the detriment of Haldane McCall and could possibly
lead to the conclusion of contractual terms and conditions which are disadvantageous to the
Company. There is an increased risk as to contracts and related-party relationships that the
current contractual terms and conditions are not in line with market standards and may instead
diverge from market standards to the Companys detriment. The above-mentioned circumstances
could materially adversely affect Haldane McCalls financial condition and operational results.
Future sales of shares in the Company by shareholders with significant holdings could have
an adverse impact on its share price
Individual shareholders of Haldane McCall hold or may hold a significant proportion of the
outstanding shares. If a large number of these shares were to be sold, or if the market were to
become convinced of the likelihood of such a sale, Company share prices would likely decline
significantly and rapidly.
Potential purchasers and sellers of shares should be aware that they may be required to pay taxes
or other documentary charges or duties in accordance with the laws and practices of the country
(or other jurisdictions) where shares are transferred. Potential investors are advised not to rely
solely on the tax summary contained in this Prospectus but rather to request advice from their own
tax adviser with respect to the acquisition, holding, sale and redemption of shares. Only these
advisors are in a position to accurately consider the potential investors specific situation.
Regulatory and environmental risks
The Group has to comply with a wide variety of laws and regulations, notably: urban planning
regulations, construction and operating permits, health and safety regulations (particularly for
assets open to the public), environmental regulations, lease laws, labor regulations, antitrust
regulations and corporate and tax laws, and/or the loss of benefits associated with a status or an
authorization that could require the Group to adapt its business activities, assets or strategy,
possibly leading to a negative impact on the value of the property portfolio or its results, an
increase in expenses, and/or a slowing down or even halting of the specific investment
development or letting activities.
Risks relating to the Isle of Man
Furthermore, it has to be taken into account that the registered office of the Company is in the Isle
of Man. Therefore, with regard to the legal and court system specific risks might realize. The Isle of
Mans legal system is a common law system. The )slands own legislature legislates for the )sland.
In many respects, the principles of law are similar to English principles. In areas particularly
relevant to international business the )slands legislation is considerably different from that of
England; this is so in the area of company law, employment law, tax law, the law of trusts, the law
regulating insurance activities, collective investment schemes and financial services and the law
relating to shipping and aircraft registration.
36

The Isle of Man has its own system of courts, with a High Court and a Court of Appeal. Appeal
ultimately lies to the Judicial Committee of the Privy Council. All in all, an investor might face
difficulties to enforce his rights in the Isle of Man.
Risks relating to liability claims and litigation
From time to time, and in the normal course of business, Haldane McCall PLC may be involved in a
certain number of legal actions. Haldane McCall and its subsidiaries are exposed to the risk of
becoming involved in litigation relating to its normal business operations. In such an event,
Haldane McCall could be exposed to administrative, legal and other costs and could be held liable
for damages. Haldane McCall cannot exclude that a claim for damages may be raised which would
affect the income of Haldane McCall.
IV.
Risks relating to the shares, the offering and the shareholder structure
1. Share-related risk
Haldane McCall is not subject to Europe-wide transparency standards.
Haldane McCall shares are neither admitted to trading on the regulated market nor are they
included in trading on the regulated market. At the time of their inclusion, they were not traded on
any other domestic or foreign stock exchange; rather they were initially tradable on the FWB®
Frankfurter Wertpapierbörse (the Frankfurt Stock Exchange) upon inclusion in the Quotation
Board segment of the Open Market (Regulated Unofficial Market).
Thus investment decisions based on this companys shares bear high risks. Investors must be
aware that available information on the company may be non-existent or insufficient and the risk
this entails. Consequently, there is a strong risk that the situation and development of Haldane
McCall, and subsequently its substance and value, cannot be correctly assessed. In addition,
investors must be aware that the Open Market (Regulated Unofficial Market) on the Stuttgart Stock
Exchange is not subject to the stringent Europe-wide transparency standards required for EUregulated
markets.
The issuer may not generate sufficient earnings to pay future dividends. The issuer does not
currently intend to declare or pay any cash dividends to shareholders for the financial years ending
December 31, 2012 or 2013. Such dividends would be subject to market conditions, the capital
requirements, liquidity position, financial performance, expansion plans, Isle of Man requirements
and/or other relevant considerations. Thereafter, the companys board of directors will review the
dividend policy. The dividends, if declared, may vary from year to year. It is likely that the company
will not, however, generate sufficient net profits to provide distributable reserves in the future. The
declaration, timing and payment of cash dividends in the future, if any, will be at the absolute
discretion of the companys director, taking into account the level of the distributable reserves and
the foregoing considerations. In addition, as required by British Virgin Island law, dividends may
be made only if upon payment the value of the companys assets exceeds their liabilities and the
company is able to pay their debts when due. Accordingly, investors should not rely on receiving
dividend income from the shares; any return on an investment in the shares may depend entirely
on the possibility of future appreciation of their value, which cannot be assured.
Movements of the share price
Movements in (aldane McCall PLCs share price do not indicate any future share price movements.
Historical trends in the share price do not provide an indication of future share price movements.
Haldane McCall cannot predict the extent to which investor interest in its shares will lead to the
development of a market in the shares or the extent to which this market will be liquid. As a
consequence, and in certain circumstances, investors may find that the shares cannot be resold at a
37

price higher than the purchased price or that they cannot be resold at all. In the absence of a
trading market, an investor may be unable to liquidate their investment resulting in a total
investment loss.
Haldane McCalls share price could be highly volatile. (aldane McCalls market share price could
fluctuate significantly, specifically as a result of fluctuations in actual or forecast results, revised
profit forecasts, failure to fulfill security analysts profit expectations, changes in general economic
conditions or other factors. General stock market movements could also place the share prices in
the Company under pressure even without a direct link with its operating activities, financial
position, financial performance or business outlook.
Stock markets may experience major fluctuations which may or may not be related to the results of
the companies whose shares are traded on regulated markets. Haldane McCall PLCs securities
price could be volatile and could be affected by events affecting Haldane McCall PLC, its
competitors or the financial markets in general. For example, the price of Haldane McCall PLCs
securities could fluctuate significantly in response to various factors and events which could
include changes in market liquidity for Haldane McCall PLCs shares; variations in Haldane McCall
PLCs financial results or its competitors from one accounting period to another; differences
between Haldane McCall PLCs financial or operating results and those expected by investors and
analysts; changes in analyst recommendations or forecasts; changes in general market conditions
or in the economic environment; market fluctuations; the promulgation of new laws or regulations
or changes in the interpretation of existing laws and regulations relating to Haldane McCall PLCs
business.
Haldane McCall PLC could change its dividend distribution policy.
With a general decrease in the real estate market resulting in a lack of sufficient distributable
profits, Haldane McCall PLC could be obliged to pay all or part of its dividends by drawing on its
reserves or premiums. It could also be obliged to modify the frequency of dividend distributions. It
is also possible that no dividends are paid.
Future corporate action and the exercise of share options could lead to a considerable dilution of
(aldane McCalls existing shareholders.
The implementation of (aldane McCalls growth plans means that considerable capital and capital
expenditure will continue to be required. The Company may still implement corporate action,
either with or without preemptive rights for existing shareholders. The creation of further equity,
the possible exercise of share options under share option programs, the exercise of share options
and convertible bonds that may still be issued, the acquisition of other companies or shares in
other companies using shares in the Company that may still be issued, and other corporate action
may lead to a significant dilution of shareholder investments.
The market price of the shares could differ from the net asset value per share.
The market price established on the Open Market segment and paid for by interested investors for
share acquisition could exceed a future pro rata net asset value. There is, therefore, a risk that
market prices could imply a business valuation that might not be realistic or possible for Haldane
McCall to realize. As such, the share market price could be below a future pro rata net asset value.
Thus, there is a risk that investors might not be able to realize a future pro rata net asset value
when shares are sold.
Haldane McCall cannot provide any assurance that it will not issue additional common or preferred
shares and/or options or warrants to purchase those shares, under circumstances it may deem to
be appropriate at the time.
The issuance of additional shares of common stock, or options or warrants to purchase those
shares, would dilute proportionate ownership and voting rights of shareholders. The issuance of
38

shares of preferred stock, or options or warrants to purchase those shares, could negatively impact
the value of common stock as the result of preferential voting rights or veto powers, dividend
rights, disproportionate rights to appoint directors to our board, conversion rights, redemption
rights and liquidation. The board may generally issue common and preferred shares, which are
authorised but not yet issued, or options or warrants to purchase such shares, without further
approval by shareholders and based upon such factors that the board of directors may deem
relevant at that time. Any preferred shares the Company may issue shall have such rights,
preferences, privileges and restrictions as may be designated from time to time by the board of
directors, including preferential dividend rights, voting rights, conversion rights, redemption rights
and liquidation provisions.
Adverse global conditions could negatively affect the outlook of the Companys operations and
negatively impact the share market price, thereby affecting the price for which the shareholders
could sell their shares.
Adverse conditions in the local, regional, national and global markets could negatively affect
operations, and may continue to negatively affect operations in the future and could negatively
impact Haldane McCalls ability to access financing. During periods of economic downturn,
revenues may decrease while costs remain fixed or even increase, resulting in decreased earnings.
Haldane McCalls business will likely be negatively affected by any economic downturn. Even an
uncertain economic outlook may adversely affect the Companys financial condition. The market
price for the Company's shares may fall as investors anticipate such effects and sell their shares.
2. Risks related to the offering
Even though there is a public market for our shares, investors should be prepared and able to hold
the shares indefinitely.
There is a public market for the shares but there is no assurance that an active, liquid market in the
shares will develop or be sustained. The lack of an active market may greatly impair your ability to
sell your shares at the time you wish to sell them or at a price that you consider reasonable.
Accordingly, an investment in securities such as the offered shares carry a substantially higher
degree of risk than an investment in shares with an active, liquid market. Share investors should be
prepared and able to hold illiquid securities for an indefinite amount of time. The lack of an active
market for the shares will also make it difficult to ascertain fair market value. The price at which
shares will be sold to investors in the Offering will be determined by the market. There is no
assurance that future market prices and/or the fair market value of the shares will be higher than
the price at which investors might buy them in the Offering. As a result, investors may not realize
any capital appreciation in the shares and may in fact lose 100 % of their investment.
Investors may be unable to sell the shares at or above the offered price. There is no assurance that
an investor in the offered shares will be able to locate other investors who are willing to purchase
the offered shares at a price equal to or above the offered price or at all. Investors in Haldane
McCalls offered shares, therefore, should be willing to indefinitely bear the economic risk of their
investment and to withstand a total loss of the shares value. The company has not registered, nor
will we register, the offered shares under the US Securities Act.
Investors in the Offering will have pre-emption rights but their interest in the issuer might be
diluted if the investor is not able to participate, or elect not to participate, in future issuances of
shares or by means of other corporate action.
In the provisions of Haldane McCalls Memorandum and Articles, the company has adopted
granting shareholders statutory pre-emption rights only for share issuances after this public
offering. The company might, in the future, issue additional shares and options to purchase
additional shares to their employees, directors and consultants. In addition, the company may
39

issue shares as consideration in connection with corporate alliances, mergers or acquisitions. The
company also intends to raise capital through future issuances, which may also include sales to
qualified or institutional investors. If the company does not offer shares to an investor as part of a
future issuance, or if the investor decides not to subscribe for new shares, his interest in the issuer
will be diluted. In certain circumstances, this dilution may be substantial and new investors may
have the ability to exert significant influence over matters submitted to the company shareholders
for approval.
The companys directors and officers have broad discretion over the use of the Offering net
proceeds and may not apply the net proceeds effectively or in ways with which the investor agrees.
The conpanys directors and officers have broad discretion over the allocation and use of net
proceeds from the Offering. Currently, the company anticipates that it may use the net proceeds of
the Offering to finance the expansion of our business. These expansion proposals and any other
proposals which the companys directors and officers may consider in the future may represent a
departure from the companys core business or an area in which the company has limited or no
management experience. An Investor will not have an opportunity, as part of his investment
decision, to assess whether the net proceeds received by the company are being used
appropriately. There can be no assurance that the companys directors and officers will apply the
net proceeds from the Offering effectively or that the net proceeds will be invested to yield a
favorable return.
3. Risks related to the shareholder structure
Major shareholders, whose interests may be different to those of other shareholders, could
exercise considerable influence over the Company.
Individual shareholders of Haldane McCall hold or may hold significant proportions of the
outstanding shares. The possibility cannot be ruled out that the shareholder interests will be in
conflict with other investor interests. Given the size of their investment, some shareholders could
be in a position to exercise considerable influence over the annual meeting and, consequently, also
over resolutions submitted to the annual meeting for approval (for example, regarding
appointment of directors or the distribution of dividends. Depending on the Companys annual
shareholder meeting attendance, they could also even be in a position to bring about the approval
of resolutions that require 50% or 75% of the voting capital represented at the annual meeting.
Resolutions of this kind include, for example, corporate action such as capital increases (including
the disapplication of preemption rights) and conversion decisions, such as mergers and changes in
legal form.
(aldane McCalls CEO, Mr Edward Akinlade, will, even after all Offer Shares have been placed,
indirectly (through Newby hold the absolute majority in the Companys share capital and voting
rights. Through the shareholdings, Mr Akinlade will be in a position, irrespective of the voting
behavior of other shareholders, to exercise considerable influence at the General Shareholders
meetings and consequently over decisions regarding measures which are presented for a vote at
the General Shareholders meetings including the election of the Board and the approval of
important capital measures. Mr Akinlades interest as a major shareholder could conflict with his
duties as CEO to act in the best interest of the company and/or interests of other shareholders and
he could exercise his influence over the Company to the detriment of the Company and/or other
shareholders, which could have material adverse effects on the business, financial condition, and
results of operation of Haldane McCall.
40

D. GENERAL INFORMATION
I. Responsibility for the content of the prospectus
Haldane McCall PLC of Acclaim House, 12 Mount Havelock, Douglas, Isle of Man, IM1 2QG, is
responsible for the content of this Prospectus pursuant to Section 5 (4) German Securities
Prospectus Act (WpPG) and declares, pursuant to item 1.2 of Annex I and Annex III of Regulation
(EC) No. 809/2004 of the European Commission, that, to the best of its knowledge, the information
in this Prospectus is accurate and no material facts have been omitted.
II. Statutory auditors
Under the Isle of Man, 2006 Companies Act, the Company is not obligated to have its financial
accounts audited. According to Section 25.3 of the Articles of Association the Articles, an audit
of annual financial accounts may be executed from time to time if the shareholders so determine in
a written resolution. The Company may also have its accounts audited if a transaction requires
such audits.
Ayoola Oladeji & Co, 46, Olowu Street, P.O. Box 6906, Ikeja, Lagos, LC. No. 2782
(http://www.ayoolaoladejiandco.com/index.html), was registered with the Corporate Affairs
Commission in November 1997 and is duly registered by the Institute of Chartered Accountants of
Nigeria with registered number LAZ 064 159. Ayoola was assigned the mandate as the group
auditor for the business years 2010 and 2011 for Suru Group Ltd. and has also audited the
consolidated financial statements of HMK for the fractional business year of 2011 and 2012.
III. Important information for investors
This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any shares
offered hereby by any person in any jurisdiction in which it is unlawful for such person to make
such an offer or solicitation. No person is or has been authorized to give any information or to
make any representation in connection with the Offering or sale of the Offered Shares, other than
as contained in this Prospectus, and, if given or made, any other information or representation
must not be relied upon as having been authorized by us. Nothing in this Prospectus is, or shall be
relied upon as, a promise or representation by us as to the future. Haldane McCall PLC accepts
responsibility for the information contained in this Prospectus. To the best of our knowledge and
belief, having taken all reasonable care to ensure that such is the case, the information contained in
this Prospectus is in accordance with the facts and contains no omission likely to affect its import.
No representation or warranty, expressed or implied, is made by and no reliance may be placed on
us or any person as to the accuracy, reasonableness, completeness or fairness of information
contained in this Prospectus. Potential investors should not assume that the information in this
Prospectus is accurate as of any other date other than the date of this Prospectus. In making an
investment decision, investors should rely on their own examination of the Company and the terms
of the Offering, including the merits and risks involved.
The distribution of this Prospectus and the offering and sale of the Shares offered hereby in certain
jurisdictions may be restricted by law. Persons in possession of this Prospectus are required to
inform themselves about and to observe any such restrictions. No action has been or will be taken
in any jurisdiction by Haldane McCall PLC that would permit a public offering of the Shares or
possession or distribution of the Prospectus in any jurisdiction where action for that purpose
would be required. This Prospectus may not be used for or in connection with, and does not
constitute, any offer to sell or invitation to purchase, any of the Shares offered hereby in any
jurisdiction in which such offer or invitation would be unlawful. We do not accept any
responsibility for any violation of any of these restrictions by any person, whether or not such
person is a prospective purchaser of our Shares.
41

No person has been authorized to give any information or to make any representation concerning
Haldane McCall PLC or the shares (other than as contained herein and information given by our
duly authorized officers and employees in connection with the investors examination of us and the
terms of the Offering) and, if given or made, any other such information or representation should
not be relied upon as having been authorized by Haldane McCall PLC.
IV. Notice regarding the European Economic Area
In relation to each Member State of the European Economic Area that has implemented the
Prospectus Directive each a Relevant Member State, no offering of the Offered Shares to the
public will be made in any Relevant Member State prior to the publication of a prospectus
concerning the Offered Shares which has been approved by the competent authority in such
Relevant Member State or, where relevant, approved in another Relevant Member State and
notified to the competent authority in such Relevant Member State, all pursuant to the Prospectus
Directive, except that with effect from and including the date of implementation of the Prospectus
Directive in such Relevant Member State, an offering of the Offered Shares may be made to the
public at any time in such Relevant Member State:
a. to legal entities which are authorized or regulated to operate in the financial markets as
well as entities not so authorized or regulated whose corporate purpose is solely to invest
in securities;
b. to legal entities which meet at least two of the following criteria: (A) an average of at least
250 employees in the previous financial year; (B) a total balance sheet sum exceeding
€ 43,000,000; and (C) an annual net turnover exceeding € 20,000,000 showing on their
previous annual or consolidated financial statements;
c. to fewer than 150 natural or legal persons other than qualified investors within the
meaning of the Prospectus Directive, subject to the prior written consent of the Company
and the Global Coordinator; or
d. in any other circumstances which do not require the publication by the Company of a
prospectus under Article 3 of the Prospectus Directive with the latest amendment changed
November 24 th , 2010.
For the purposes of the aforementioned section, the expression an offering of the Offered Shares
to the public in relation to the Offered Shares in any Relevant Member State shall mean a
communication to persons in any form and by any means, presenting sufficient information on the
terms of the Offering and the Offered Shares, so as to enable an investor to decide purchase or
subscribe for the Offered Shares, as the same may be varied in that Relevant Member State by any
measure implementing the Prospectus Directive in that Relevant Member State. The term
Prospectus Directive means Directive //EC including any amendments to it (latest
amendment dated November 24 th 2010) and any relevant implementation procedures in the
Relevant Member State.
V. Selling restrictions
The Offering consists only of a public offering in the Federal Republic of Germany and the United
Kingdom.
The delivery of this Prospectus and the marketing of the Offered Shares are subject to restrictions
in certain countries. Persons who come into possession of this Prospectus are required by the
Company to inform themselves about such restrictions and to observe such restrictions, including
any tax issues and currency restrictions that may be relevant in connection with the Offering. All
investors should examine, through their own advisers, the tax consequences of an investment in
the Offered Shares. This Prospectus does not constitute an offer of or an invitation to purchase or
subscribe for any Offered Shares in any jurisdiction in which such an offer or invitation would be
unlawful. The Offered Shares are subject to transfer and selling restrictions in certain jurisdictions.
Potential purchasers and/or subscribers of the Offered Shares shall comply with all applicable laws
42

and provisions in countries or territories in which they acquire, subscribe for, offer or sell the
Offered Shares or possess or distribute this Prospectus and shall obtain consent, approval or
permission, as required, for the acquisition of the Offered Shares. Neither the Company nor the
Companys auditors accept any liability for any violation of these restrictions by any person,
irrespective of whether such a person is an existing shareholder or a potential purchaser and/or
subscriber of the Offered Shares.
This Prospectus may not be distributed in or otherwise made available, and the Offered Shares may
not be offered or sold, directly or indirectly, in any jurisdiction outside Germany or the UK, unless
such distribution, offering, sale or exercise is permitted under applicable laws in the relevant
jurisdiction, and the Company may require receipt of satisfactory documentation to that effect.
VI. Notice to U.S. residents
The Offered Shares have not been approved, disapproved or recommended by the U.S. Securities
and Exchange Commission, any state securities commission in the United States of America or any
other U.S. regulatory authority, nor have any of such regulatory authorities passed upon or
endorsed the merits of the Offering or the accuracy or adequacy of this Prospectus. The Offered
Shares have not been and will not be registered under the U.S. Securities Act or any state securities
laws in the United States of America. No offer or sale of the Offered Shares are permitted unless in
connection with an offering or sale under Regulation S under the U.S. Securities Act of 1933, as
amended.
VII. Forward-looking statements and profit forecasts or estimates
All statements in this Prospectus other than statements of current or historical fact are forwardlooking
statements. In some cases, forward-looking statements may be identified by the use of
words such as might, may, could, would, will, expect, intend, estimate, anticipate,
believe, plan, seek, continue, illustration, projection or similar expressions and the
negatives thereof. Forward-looking statements in this Prospectus include, without limitation,
statements in respect of our growth strategies and expansion plans, new content offerings, market
position, competition, potential investments, financial prospects, performance, liquidity and capital
resources, intention to pay dividends, as well as statements regarding trends in the property
sector, technological advances, political and social developments, legal and regulatory changes and
their interpretation and enforcement. Forward-looking statements also include estimates,
illustrations and projections of potential results of operations and financial condition in future
periods.
Haldane McCall PLC has based any forward-looking statements on our present expectations about
future events. Our present expectations reflect numerous assumptions regarding our strategy,
operations and industry. Although our present expectations are based in part on historical trends
in our business and the growth we have experienced to date, these past trends and experiences
may not continue in the future.
Forward-looking statements are not guarantees of future performance. By their nature, they are
subject to known and unknown risks and uncertainties. These risks and uncertainties include,
without limitation:
the inaccuracy or variability of the assumptions underlying our estimates, illustrations and
projections and the insufficiency of such assumptions in realizing any estimates,
illustrations or projections of potential future financial performance;
our ability to generate sufficient earnings to meet our target dividend policy and pay
dividends on our shares, in addition to financing the development and expansion of our
business;
the diversity and quality of our offerings;
43

our ability to promote and generate revenue from the various segments of the property
industry;
the timeliness and effectiveness of our response to changes in consumer preferences;
intensifying competition from existing property and hospitality companies and entrants
into the sector;
our ability to enforce our rights;
our reliance on key management and our ability to identify, hire and retain skilled
employees;
our ability to manage any future expansion of our business;
our ability to maintain and renew licenses which are necessary or desirable for the
operation of our business;
our ability to generate sufficient earnings for the payment of dividends;
our ability to control increases in operating expenses;
our ability to integrate any future acquisitions of new businesses;
fluctuations in foreign currency rates;
a decline in global and regional economic growth which could constrain discretionary
spending on real estate; and
political and social developments and the legal and regulatory environment in our
operating region, especially Nigeria.
Should one or more of these risks or uncertainties materialize, or should any of the assumptions
underlying forward-looking statements prove to be incorrect, our actual results could differ
materially from those expressed or implied by forward-looking statements. Additional risks not
known to us, or that we do not currently consider material, could also cause the events and trends
discussed in this Prospectus not to occur, and the estimates, illustrations and projections of
financial performance not to be realized. Prospective investors should carefully read Risk Factors
for a discussion of additional risks.
Forward-looking statements are only applicable as of the date of this Prospectus. Except as
required by applicable law, we do not undertake, and we expressly disclaim, any duty to revise any
forward-looking statement in this Prospectus, whether as a result of new information, future
events or otherwise.
VIII. Presentation of financial and other information
This Prospectus contains:
the audited consolidated financial statements of Suru Group Limited as of December 31 st
2010 and 2011
the audited consolidated financial statements of Haldane McCall PLC for the period
February 03 rd to December 31 st 2011 and January 01 st to December 31 st 2012
The audited consolidated financial statements of Haldane McCall PLC have been prepared in
accordance with International Financial Reporting Standards as issued by the International
Accounting Standards Committee and amended or superseded by International Financial
Reporting Standards as adopted by the International Accounting Standards Board. In making an
investment decision, potential investors must rely upon their own examination of us, the terms of
the Offering and the audited historical consolidated financial statements and other historical
information provided herein (excluding, however, any unaudited estimate or financial
performance projection that is not extracted without material adjustment from our audited
historical consolidated financial statements). Certain figures contained in this Prospectus,
including financial information, have been subject to rounding-off adjustments.
44

The auditor has consented to the way that the audits and information derived from the audit
reports have been reproduced and presented in this prospectus.
IX. Presentation of currency information
All references in this Prospectus to Nigerian naira refer to the lawful currency of Nigeria. All
references to US dollars or USD or US-$ refer to the lawful currency of the United States. All
references to Euros or EUR or € refer to the lawful currency of the European Economic Union.
As of December 5, 2011, the exchange rate of naira to Euros was: 220.73 Naira for € 1; The
exchange rate of Naira to US dollars was: 163.69 Naira for 1 USD. As of June 20 th 2013, the
exchange rate of the Nigerian Naira to the Euro was 216.49 Naira for € 1; the exchange rate of
Naira to US dollar was 161.76 Naira for 1 USD. 1 .
X. Third party information of market, economic and industry data; Statements by
experts
Unless otherwise specified, all references to market, economic data, industry data, statistics and
forecasts in this Prospectus consist of estimates compiled by third party industry professionals,
organizations, analysts, publicly available information or on the basis of our own knowledge of our
sales and markets. The reports used include publicly-available and third party data. Industry
publications generally state that their information is obtained from sources they believe to be
reliable but that the accuracy and completeness of such information is not guaranteed and that the
projections contained therein are based on a number of significant assumptions. Although we
believe these sources to be reliable, we do not have access to the information, methodology and
other bases for such information. Therefore, we have not independently verified the information
and thus cannot guarantee its accuracy and completeness.
The information in this Prospectus sourced from third parties has been accurately reproduced and,
as far as we are aware and able to ascertain from the information published by said third party, no
facts have been omitted that would render the reproduced information inaccurate or misleading.
Third party information as follows:
- GDP Growth figures for Nigeria: http://www.tradingeconomics.com/nigeria/gdp-growthannual
- Information on the Housing demand gap in Lagos State: Presentation of Lagos State
Government at the Nigerias Economic Summit Group Conference Nov.,
- Information on Population density in Lagos State:
- http://www.cleanairnet.org/ssa/1414/articles-69320_Taiwo.pdf
- Housing market in Nigeria and Lagos State: Market survey data by Pison Housing Company
& Research International
- Demographic Features: http://www.pisonhousing.com/
- Market Survey based on the profile of residents and customers of the proposed
development: Market survey data by Pison Housing Company and Research International
- Exchange Rates: www.oanda.com
- Hotel Industry Information: Agusto & Co Ltd. - Hotel Industry Report 2007
- Highlights of the Nigerian Hospitality Industry: National Bureau of Statistics, Nigerian
Tourism Development Corporation
All audited financial statements in Sec. W and the Valuation Report in Sec. X have been produced at
the Company´s request and have been reproduced, including the form and context in which they
1 Source: www.oanda.com
45

are included, with the consent of the producers as stated. The Valuation Report has been prepared
by Ubosi Eleh + Co., Estate Surveyors + Valuers, 27, Obafemi Awolowo Way, 2nd Floor, P. 0. Box
3413, lkeja, Lagos, Nigeria. No other person has produced any statement or report at the issuer´s
request, that is reproduced in this Registration Document.
XI. Documents available for inspection
During the validity period of the registration form, HMK´s Memorandum and Articles of
Association and all reports, letters, other documents and historical financial information for the
Company and its subsidiaries for the business years 2010 through 2012, valuations and statements
prepared by any expert at the issuer´s request, that are referred to in or are part of the registration
form are available for inspection at the Companys registered office during normal business hours
and on the companies webpage www.haldanemccallplc.com with the possibility to download the
relevant documents. The companys offices are at the following addresses at which the documents
might be inspected:
LAGOS
ISLE OF MAN
2, Sobo Arobiodu Street, 12, Mount Havelock Douglas
GRA, Ikeja,
Isle of Man, 1MI 2QG
P. O. Box 6897, Ikeja, Lagos.
Telephone: +234 1 740 0880-1 Telephone: +44 (0) 162 461 8444
Fax: +234 1 271 0764 Fax: +44 (0) 162 461 8555
XII. Information not contained in this prospectus
Investors should rely only on the information contained in this Prospectus. No person has been
authorized to give any information or make any representation other than as contained in this
Prospectus, and, if given or made, such information or representation must not be relied on as
having been so authorized by Haldane McCall PLC. Neither the delivery of this document nor any
subscription or sale made hereunder will, under any circumstances, create any implication that
there has not been a change in our affairs since the date of this document or that the information in
this document is correct as of any time subsequent to its date.
No other document or information, including the content of our websites or of websites accessible
through hyperlinks on our websites, form part of, or are incorporated by reference to this
Prospectus; thus you may not rely on any such document or information.
XIII. Registered agent; Transfer agent
Acclaim Limited, Acclaim House, 12 Mount Havelock, Douglas, Isle of Man, IM12QG, is the
registered agent.
The registrar and stock transfer and paying agent is Computershare Investor Services (IOM)
Limited, International House, Castle Hill, Victoria Road, Douglas, Isle of Man, IM2 4RB.
E. THE OFFERING
I. Subject matter of the offering
The offering concerns Haldane McCall PLC offering to sell 20,000,000 new common shares in a
public offering in Germany and the United Kingdom UK. The shares are each vested with full
dividend rights for the financial year 2013. The shares are of no par value and denominated in EUR.
Each common share offered grants one vote in the Company's General Meeting.
46

II.
Terms and conditions of the offering, timeline
1. Timeline and Offer Period
The expected issue date of the securities is seven days after BaFin approved this Prospectus. The
Prospectus is expected to be approved by BaFin on June 28 th 2013 and will be published
immediately after approval, at latest on July 01 st 2013. Therefore the Offer Period is expected to
start on July 02 nd 2013 and will last for one year.The offering is valid from the day after approval of
the prospectus by BaFin for one year the Offer Period. During this time the shares are sold over
the exchange. There is no book building period and therefore, a withdrawal of the subscription is
technically impossible. The Offer Period can be shortened by the issuer arbitrarily without any
reasons, even if the Offer over the exchange has already started.
The offering in the UK will be conducted through a marketing campaign using advertisements in
the UK, e.g. in the Financial Times, the Economist and several online publications. The company has
discussed the offer with the following investment bankers:
1) Silver Wind Securities Limited, 20 St. James's Street, London SW1A 1ES , UK|
2) ISM Capital LLP, 17 Old Court Place London W8 4PL UK
It is expected that the campaign starts one month after the approval of the prospectus from BaFin
that is expected to be around End of May/beginning of June 2013. The amount and result of the
offer will be published as an ad-hoc-disclosure within ten business days after the end of the Offer
Period.
2. Offer price
The offer price will be subject to the relation of supply and demand for the shares on the Stuttgart
Stock Exchanges trading platforms, a quote publicly available on their website.
There is no difference between the public offering price and the effective cash costs for members of
the administrative, management and supervisory bodies.
3. Delivery and settlement of the Offer Shares
The delivery of the shares will be executed through the trading and clearing systems implemented
by and/or connected to the Stuttgart Stock Exchange The transfer of the shares is done
electronically from the custodian account of the vendor to the account of the buyer.
The Offer Shares are expected to be delivered to investors or their respective brokers four banking
days following an order execution on the stock exchange subject to payment of the Offer Price and
the customary securities commissions. The issuer does not charge the investor any fees.
4. General allotment criteria
The shares may be offered to all potential investor categories. No classification will be made
according to different investor types or different tranches in connection with the Offering. A
preferential treatment accorded to certain classes of investors will not take place. An overallotment
facility does not exist. Potential investors may place several orders at the same time.
Existing shareholders have no pre-emption rights towards the Offer Shares. It is not known to the
issuer if major shareholders or management intend to buy or any person to buy more than 5% of
the Offer Shares.
The company expects to raise € 25,000,000 from selling 20,000,000 shares, deducting € 250,000
for the Offering expenses. The offer can be revoked and suspended unconditionally at any time. No
47

minimum or maximum amount of application exists because the offer is a normal stock purchase
by way of the exchange. The Offer is coordinated by the Company.
5. Stabilization measures, Greenshoe and designated sponsoring
No greenshoe is being used by the company. Stabilization facilities are in place at the beginning of
the Offer Period and are planned to remain in place throughout the entire Offer Period. The
company has appointed Koch Wertpapierhandelsbank AG, Große Bockenheimerstrasse 50, 60313
Frankfurt, as Market Maker for Stock Exchange Stuttgart to ensure liquidity.
The designated sponsoring measure will be applied at the discretion of the board which will
consider the overall circumstances. Nevertheless, the company cannot give any assurances that
they will be undertaken. If undertaken, during the offer period, the measures can be stopped at any
time.
Stabilization transactions may result in a market price that is higher than would otherwise prevail.
III.
General and specific information on the shares
1. Voting rights
Each share confers one vote at the General Shareholder´s Meeting of the Commpany. There are no
limitations to the voting rights. All common shares confer the same voting rights.
2. Dividend entitlement
The offer shares are vested with full dividend rights for the financial year 2013.
3. Form and certification of shares
The Offer Shares will be issued as no par value common shares, solely in electronic (uncertificated)
form for delivery and clearing through the Stuttgart Stock Exchange´s electronic clearing and
settlement systems.
4. ISIN / Symbol/ WKN
Intl. Securities Identification No. (ISIN)
Ticker Symbol:
German Securities Code (WKN):
IM00B7XZYZ39
HMK1
A1J3U8
5. Transferability
The shares are freely transferable in accordance with our Articles of Association and applicable
legal requirements. There are no restrictions with respect to the disposal or transferability of the
shares for investors in the Offering immediately or later after the purchase.
IV. Market protection agreement / selling restrictions (lock-up)
The Company`s management has committed to not, for the first six months after commencement of
the Offer Period:
a) Announce or implement any capital increase from the authorized capital
b) Propose a resolution for any capital increase at the General Shareholders Meeting
c) (1) Directly or indirectly issue, purchase, sell, offer, undertake to sell, promote, otherwise
issue or announce an offer in relation to shares or other securities of the Company which
are convertible or exchangeable into shares of the Company or grant an option to purchase
shares of the Company, (2) enter into or execute transactions ( including derivative
transactions) that are economically equivalent to the purchase or sale of the shares of the
48

Company, or (3) directly or indirectly cause or approve transactions within the meaning of
the foregoing provisions (1) and / or (2).
Newby and Mr. Edward Akinlade have agreed with the Management that for the first twelve
months after the commencement of the Offer Period the Lock-up Period) they will not:
a) Offer, pledge, allot, sell, contract or agree to sell or to transfer, sell any option or contract to
purchase, purchase any option to sell, grant any option, right or warrant to purchase, or
otherwise transfer or dispose of, directly or indirectly, any shares of the company or any
securities convertible into or exercisable or exchange for shares of the Company;
b) Enter into any swap or other arrangement that transfers to another, in whole or in part, the
economic risk of ownership of shares of the Company, whether any such transaction
described in the clauses above is to be settled by delivery of shares of the Company or such
other securities, in cash or otherwise;
c) Make any demand for or exercise any right with respect to the registration under U.S.
securities laws of any shares of the company or any securities convertible into or
exercisable or exchangeable for shares of the Company; or
d) Propose any increase in the share capital of the Company, vote in favour of such a proposed
increase or otherwise support any capital increase proposed with respect to the Company
without the consent of the Management
Newby and Mr Akinlade will be automatically released from their lock-up obligations at the earlier
of (i) the sale of all Offer Shares or (ii) after six months after the commencement of the Offer
Period, on a pro rata basis against their total shareholdings in the Company if and to the extent that
the Offer Shares sold in the offering would amount to less than 25% of the total amount of all Offer
Shares, as such that should only 20% of the Offer Shares be sold, 20% of the locked-up shares could
be released – should 26% of all Offer Shares be sold, all locked-up shares would remain locked-up
until the end of the Lock-Up Period.
Newby holds a total of 47,256,400 common shares and Mr. Akinlade personally 400,000 preferred
shares at the time of this prospectus.
These restrictions do not apply to the sale of the Offer Shares, and to shares purchased over the
Stock exchange after the Offering. There are no further lock-up agreements.
V. Admission for trading and listing of the shares
The offered class of common shares has been listed on the Frankfurt Stock Exchange (Open
Market) between September 30 2011 and December 15 2012. Currently the shares are listing to
the Stuttgart Stock Exchange. It is intended to file for a listing to the Regulated Market.
F. REASONS FOR THE OFFERING, USE OF PROCEEDS, COSTS AND
INTERESTS OF THIRD PARTIES INVOLVED IN THE OFFERING
I. Reasons for the offering
Haldane McCall´s reasons for this offering are to use the proceeds from the capital increase for
accelerating its growth through expanding its portfolios in hotels, real estates, and Microfinance
Bank. The group further intends to increase brand awareness and to strategically access the
European capital markets.
49

II. Use of Proceeds
The company expects to raise € 25,000,000 from the 20,000,000 shares, deducting € 250,000 for
expenses for the offering. Therefore the expected net proceeds of the offer amount to € 24,750,000.
The use of net proceeds of the offer will be utilized for the following:
Use of Net Proceeds
Value, € (million)
Loan reduction 7.50
Working capital 5.00
Hotel 5.00
Low cost housing 5.00
Microfinance Bank 2.25
The company plans to decrease the indebtedness by € 7.5 million and € 5 million of the net
proceeds are intended to serve as working capital specifically related to the expansion measures.
€ 5 million are being used for hotel expansion, € 5 million for low cost housing and € 2.25 million
to increase capitalization of the Microfinance Bank.
Proceeds will be used first to reduce existing debt, second towards expansion plans of the hotel
business, third towards the low cost housing projects and lastly towards increasing the
capitalization of Microfinance Bank. When proceeds are used for the second or third priority, this
will include proceeds being used as working capital to administer these growth projects.
1. Working Capital
It is envisaged that the growth in the size of the business as a result of the additional assets
acquired and the increased investment will result in the requirement for additional working capital
as stated above. A breakdown of the Use of Proceeds is as detailed below:
2. Loan Reduction
The amount of € 7.5 million will be used to liquidate the outstanding short term loan that is due
and payable before the end of the second quarter of 2013. The amount provided will be used to pay
off the loan and cover any outstanding interest. Reducing debt in this manner rather than revolve
the loan will dramatically reduce financing expenses and much strengthen the company´s cash flow
position and overall profitability for the good of its shareholders such that less of profits will go to
lenders and more towards growth through future projects.
3. Hotel Development
The positive outlook of the budget hotels and their increased level of profitability had management
focus its attention to the growth potential in that segment of the hotel industry. The € 5 million
will be used in the development of additional budget hotels in identified major cities in Nigeria. We
are confident that this will significantly increase profitability, ensure consistency in the earnings of
the business and create significant value for the shareholders of the Group.
4. Low Cost Housing
The demand for low cost housing has continued to grow and the recently completed units that
were fully sold on completion proof the experience of management also in this industry. The fact
that customers are now prepared to make deposits of about 10% in advance before the
commencement of construction also gives credence to growing demand in the market. The
management team understands that the challenge of meeting a gap of 16 million units in the
market is huge, but also is confident to play an important role in this task since the Company´s
strategic objectives are already aligned with this opportunity. Thus, HMK ill allocate € 5 million
from the net proceeds to the further development of low cost housing units.
50

5. Micro Finance Bank
There is a strong requirement to increase the capital base of the bank, especially as it relates to
providing additional capital that can be utilized in supporting the customers of the low cost
housing units having been developed by the Group. The synergistic benefits for the Group will be
tremendous and it is expected to further increase the growth levels in the business. In summary,
€ 2.25 million will be utilized to enhance the banks capitalization.
III. Expense of the issue/offer
The Company has allocated a maximum of € 250,000 to cover expenses for this offer.
IV. Interest of third parties involved in the offering
The third parties involved in the offering are independent advisors and there are no interests,
including conflicting ones that are material to the issue/offer.
Any such third parties involved in the offering also hold no material interest in the issuer that we
are aware of.
G. DIVIDEND POLICY AND EARNINGS PER SHARE
The Company intends to distribute dividends of 20% of the per year distributable profits to the
shareholders. The dividends are payable within three months after the directors have adopted the
company´s yearly audited financials.
Since its inception, the group has not paid any dividends until this year. As per shareholder´s
resolution from an extra-ordinary general meeting dating June 29, 2012, a preliminary dividend
payment of € 0.0125 per share against the expected 2012 distributable profits was resolved and
payment procedure has been initiated on October 08, 2012.
H. CAPITALIZATION AND INDEBTEDNESS
I. Statement of capitalization and indebtedness
The data presented below shows the capitalization of HMK as at March 31 2013 on a consolidated
basis. The data for the first quarter 2013 are unaudited and have been prepared in accordance
with the International Financial Reporting Standards (IFRS). On a consolidated basis, the
capitalization of HMK PLC will change as a result of the net proceeds obtained in the offering:
Statement of Capitalization and Indebtedness
31.03.2013
Current debt
- Guaranteed 0
- Secured i 5,441,000
- Unguaranteed/Unsecured 0
Total 5,441,000
Non-current debt
(excluding current portion of long-term debt)
- Guaranteed 0
- Secured ii 35,684,000
- Unguaranteed/Unsecured 0
51

Total 35,684,000
Shareholders equity:
a. Share capital iii 71,465,000
b. Legal Reserve 697,000
c. Other 0
d. Reserves - Retained Earnings 9,675,000
Total 81,837,000
Source:
Quarter results are from the HMK Managed Accounts
52

Net indebtedness in the short-term and in the medium long-term:
A. Cash 4,599,000
B. Cash equivalent (detail) 0
C. Trading securities 0
D. Liquidity (A) + (B)+(C) 4,599,000
E. Current financial receivable iv 3,751,000
F. Current bank debt v 6,965,000
G. Current portion of non-current debt 0
H. Other current financial debt 1,524,000
I. Current financial debt (F)+(G)+(H) 8,489,000
J. Net current financial indebtedness (I)-(E)-(D) vi 139,000
K. Non-current bank loans 35,684,000
L. Bonds issued 0
M. Other non-current loans 1,025,000
N. Non-current financial indebtedness (K)+(L)+(M) vii 36,709,000
O. Net Financial Indebtedness (J)+(N) viii 36,848,000
Source: HKM Managed Accounts
i. Secured by a lien on the assets of the business
ii. Secured by a lien on the assets of the business
iii. Share capital represents the issued Share Capital of HMK PLC and is of no par value
iv. Current Financial Receivables are financial assets as defined in IAS 32.11 which are
expected to be recovered within twelve months after the balance sheet date (except for
cash and cash equivalents disclosed under liquidity)
v. Current financial liabilities as defined in IAS 32.11 which are expected to be recovered or
settled no more than twelve months after the balance sheet date
vi. Current financial liabilities less Current Financial Receivables less Liquidity
vii. Non-Current financial Liabilities as defined in IAS 32.11 which are expected to be
recovered or settled more than twelve months after the Balance sheet date
viii. Net current financial indebtedness plus non-current financial Liabilities
The equity of 71,465,095 Euros is fully paid in.
II. Working capital
The Directors of HMK PLC are of the opinion that the Company has sufficient working capital to
meet its present requirements, that is any payment obligations due at the time of this prospectus
and such that will become due at least within the next 12 months as of the date of this prospectus.
Management have taken into consideration a wide range of variables and information in reaching
these conclusions.
The Company has no debt financing needs additional to its currently established debt financing
agreement with Ecobank.
Nevertheless, the Company plans to raise additional equity to continue implementing its growth
strategy:
In order to fully realize the business potential of the group in addition to the currently possible
intrinsic growth, the scale of the Groups operations may be further increased through the
additional investments expected from the public offering of its common shares. The business is
53

well positioned to take advantage of the additional growth opportunities in the identified market
segments with the increased funding available. The planned growth in the asset of the business will
require additional working capital to maximize the envisaged benefits from the opportunities in
the market.
I. DILUTION
As of December 31 st 2012 the total assets of HMK amounted to € 122,724,000 and the total
liabilities to € 42,399,000, resulting in a net book value of € 80,325,000. As of this date and thus
before the public offering, a total of 57,172,076 shares (56,772,076 common and 400,000
participating preferred shares) were issued and outstanding, resulting in a net book value per
share of € 1,40.
The Company is prepared to issue a further 20,000,000 common shares for the Offering. Therefore,
assuming a purchase price per share of € . and that all ,, new shares are placed the
gross issue proceeds obtained by the company will be € 25,000,000. After deducting € 250,000 in
expenses for the offering the Company would obtain net proceeds of € 24,750,000. Therefore, the
net book value of the company will rise by € 24,750,000. If the Company had obtained this amount
at the end of the offering period, the book value of shareholders´ equity at that time would have
been € 105,075,000 against a total of then 77,172,076 common and 400,000 preferred shares (a
total of 77,572,076 shares over both classes). Therefore the net book value at that time would have
been € 1.36 per share.
Consequently, under the above mentioned assumptions, the full implementation of the Offer will
lead to a direct change (dilution) in the net book value to an existing shareholders´ equity of about
minus € 0.04 per share or minus 2.8% for existing shareholders and an immediate capital gains of
about plus € 0.16 per share for purchasers of the Offer Shares and thus, investors who acquire at
€ 1.25 per share gain 12.8% immediately.
Upon placement of all 20,000,000 Offer Shares, the proportionate holdings of the existing
shareholders will be diluted by 25.12% from 100.00% prior to the offer to 74.08% after the Offer.
J. SELECTED FINANCIAL INFORMATION
Haldane McCall PLC was incorporated in the Isle of Man on February 03, 2011, and on August 15,
2011 became the sole shareholder in Suru Group Ltd. SGL by means of a share swap.
SGL had been incorporated on November 18, 2008 as a private limited company in the Federal
Republic of Nigeria. The management was previously involved with real estate trading which later
became SGLs real estate sector. The group procured credit via its real estate branch and invested
in real estate and hospitality.
The selected consolidated financial data for Haldane McCall PLC have been extracted from the
audited consolidated financial statements prepared by HMK management for the periods January
01, 2012 to December 31 , 2012 and the comparative period in 2011.
Figures regarding HMK for the period from February 03, 2011 to December 31, 2011, have been
extracted from Haldane McCall´s audited consolidated financial statements for that period.
The audited consolidated statements for the years 2010 and 2011 have been used to compile the
following data of the subsidiary Suru Group Limited.
54

All figures in table columns in this section marked as audited were prepared by Ayoola Oladeji &
Co, 46, Olowu Street, P.O. Box 6906, Ikeja, Lagos in accordance with the International Financial
Reporting Standards ()FRS. All auditors opinions are unqualified. Ayoola Oladeji and Co have
consented to the fact that and the form the audits are being published in this prospectus.
The preliminary financial statements covering the period January 1 to December 31, 2012, and the
comparative period of 2011, have been prepared by the issuer in accordance with IFRS and all
figures taken from these statements are marked as unaudited in this section.
Amounts are showing in Euros.
Since 12 31st 2012, interim financials there have not been any material changes in the financial
position or trading position of HMK.
I. Consolidated Statements of Financial Position
Consolidated statement of financial position
SGL (Audited) SGL (Audited) HMK (Audited) HMK (Audited)
31 December 31 December 31 December 31 December
2011 2010 2012 2011
€000 €000 €000 €000
Non-current assets
Investment properties 81,618 78,140 73,447 81,618
Investment property under construction 22,500 28,051 29,200 22,500
Long Term Investments 11,129 10,698 6,129 11,129
Property , plant and equipment 8,607 9,991 7,570 8,607
Total non-current assets 123,854 126,880 116,349 123,854
Current assets
Trade and other receivables 2,921 4,330 3,119 2,921
Prepayments 411 0 352 411
Cash and cash equivalents 6,720 1,512 2,907 6,720
Total current assets 10,052 5,842 6,378 10,052
Total assets 133,906 132,722 122,724 133,906
Current liabilities
Trade and other payables (2,796) (3,398) (1,120) (2,796)
Interest-bearing loans and borrowings (22,702) (30,806) (5,952) (22,703)
55

Total current liabilities (26,239) (34,204) (7,072) (25,498)
Non-current liabilities
Trade payables (644) (1,953) (588) (644)
Interest-bearing loans and borrowings (32,120) (26,814) (33,684) (32,120)
Deferred tax liabilities (989) 0 (755) (989)
Total non-current liabilities (33,753) (28,767) (35,327) (33,753)
Total liabilities (59,992) (62,971) (42,399) (59,251)
Net assets 73,914 69,751 80,325 74,655
Equity 0 0
Issued share capital 4,652 4,652 71,465 70,000
Revaluation Reserve 24,140 24,140 697 697
Retained earnings 13,396 9,233 8,163 3,958
Total equity 73,914 69,751 80,325 74,655
The audited consolidated statement of financial position shows the development of the company
for the years 2010 and 2011. It has to be taken into account that Haldane McCall PLC was
incorporated on February 3, 2011. Therefore, the financial information from 2010 until this date
applies for the subsidiary Suru Group Limited and only after this date to HMK.
The investment properties increased in 2011 to € 81.6 million during the period under review.
However, the investment property under construction was € 28.1 million in 2010 and increased to
€ 22.5 million from 2010 to 2011.
The long-term investments increased to € 11.1 million in the 2011 financial year.
Plant and equipment decreased by about 14% in 2011.
Trade and other receivables dropped significantly in 2009 from € 11,079,000 to about € 4,330,000
in and further reduced to € 2,921,000 in 2011. The prepayments were non-existent in 2009
and and amounted to , € in . The cash and cash equivalents grew steadily from
€ 247,000 in 2009 to about € 1,512,000 in 2010 and grew significantly to € 6,720,000 in 2011.
As it relates to the Current liabilities the trade and other payables evolved from € 3,398,000 in
2010 and reduced to € 2,796,000 in 2011. The Interest-bearing loans and borrowings reduced
steadily over the three year period, from € 30,806,000 in 2010 and to € 22,703,000 in 2011. It is
interesting to note that the interest bearing loans and borrowings reduced substantially to about
€ 5,952 million by the end of the financial year ending December 2012, which is a great
improvement on the financial position of the business.
With the non-current liabilities, Trade payables evolved € 1,953,000 in 2010 and reduced
substantially to € 644,000 in 2011. However, the non-current Interest-bearing loans and
borrowings aggregated to € 26,814,000 in 2010 and increased to € 32,120,000 in 2011 due to the
restructuring of the loan facilities of the business.
The equity which represents the issued share capital of the business grew from € 4,652,000 in
2010 and to € 70,000,000 for HMK in 2011, as a result of the listing of the business that required
the alignment of the financial statements to the requirements of the international accounting
56

standards. The Share Premium account that had a figure of about € 31,726,000 in 2010 financial
statements reflected a zero balance due to the alignment of the accounts to International
accounting requirements.
The Revaluation Reserve accounted € 697,000 for HMK in 2011. The retained earnings were
recorded at € 3,655,000 for HMK in 2011, reducing from an initial figure of about € 9.2 million in
2010. It is currently at a figure of € 78,1 million after the payment of the maiden dividend of the
business.
Consolidated statement of comprehensive income
SGL (Audited) SGL (Audited) HMK(Audited) HMK(Audited)
31 December 31 December 31 December 03 Feb 2011 to
2011 2010 2012 31 December
2011
€000 €000 €000 €000
Turnover 25,411 22,274 21,667 23,179
Cost of sales (9,751) (9,507) (7,789) (8,858)
Gross Profit 15,660 12,767 13,878 14,321
Deficit on revaluation of investment properties 0 - -
Administrative expenses (1,140) (587) (1,636) (1,228)
Other operating expenses (1,377) (659) (1,590) (1,270)
Operating profit 13,143 11,521 10,652 11,823
Finance income 149 0 211 135
Finance expense (8,140) (7,493) (6,511) (7,390)
Exceptional Item 0 0 3,000 0
Profit before tax 5,152 4,028 7,352 4,568
Taxation (989) (804) (1,470) (913)
Profit for the period 4,163 3,224 5,882 3,655
Profit attributable to:
Owners of the Group 4,163 3,224 5,882 3,655
Non-controlling interests 0 0 0 0
Profit for the period 4,163 3,224 5,882 3,655
Earnings per share
Basic and diluted, for comprehensive income for
the period attributable to ordinary equity holders
of the Parent Group € . i € 0.0032 i
0.10€ 0.026€
i. Based on 1.000.000 shares in Suru Group Ltd. in 2009 and 1.001.000.000 shares in 2010 and 2011
57

The audited consolidated statement of comprehensive income shows that the turnover constantly
increased over the three year period. The gross profit per period amounted to € 12,767,000 in
2010 and € 15,660,000 in 2011. The operating expenses increased from € 1,140,000 in 2011. The
operating profit increased by 5% in 2011 after a decline in 2010. The profit before tax shifted from
€ 4,028,000 in 2010 and ultimately to € 5,152,000 in 2011. Finally, the profit of the period
aggregated to 3,224,000 in 2010 and to € 4,163,000 in 2011.
For a more detailed description regarding the Company´s income situation, incl. 2012, see Section
K.V.: Financial Analysis of Consolidated )ncome Statements.
58

II.
Consolidated Statements of Cash Flows
Consolidated statement of cash flow
Operating activities
SGL (Audited) SGL (Audited) HMK (Audited) HMK (Audited)
31 December 03 Feb 2011 to
31 December
2011 2010 2012 2011
€000 €000 €000 €000
Profit before tax 5,152 4,028 7,352 4,568
Adjustments for:
Depreciation 1,244 509 1,152 1,140
Finance income (149) 0 (211) (135)
Finance expense 8,140 7,493 6,511 7,390
Cash flows from operations before changes in
working capital 14,387 12,030 14,804 12,963
Changes in working capital 0 0
Decrease/(increase) in trade and other
receivables 1,349 6,749 (198) 1,249
Decrease/(increase) in prepayments (411) 0 (479) (556)
Increase/ (Decrease) in trade and other payable 1,529 4,221 (1,732) 1,735
Taxation Paid 0 0 (878) 0
Cash flows from operating activities 16,854 23,000 11,517 15,391
Investing activities
Investment in properties 485 (2,284) 6,194 411
Purchase of plant and equipment 0 (5,640) (115) -
Interest received 149 0 211 135
Cash flows used in investing activities 634 (7,924) 6,290 546
Financing activities
Proceeds from Issue Shares 0 4,644 1,465
Dividend payments 0 0 (1,780)
Proceeds from loans 0 0 1,000 -
Repayment of loans (4,558) (10,962) (15,994) (4,055)
Finance charges paid (7,740) (7,493) (6,311) (7,390)
Cash flows from financing activities (12,2989 (13,811) (21,620) (11,445)
(Decrease)/increase in cash and cash equivalents 5,190 1,265 (3,813) 4,492
Cash and cash equivalents at the beginning of the
period
1,512 247
6,720 2,228
59

Cash and cash equivalents at the end of the
period
6,702 1,512
2,907 6,720
It has to be taken into account that Haldane McCall PLC was incorporated on February 3, 2011.
Therefore, the financial information from 2010 until this date applies for the subsidiary Suru
Group Limited and only after this date to HMK.
The audited consolidated statement of cash flows reveals that the profit before tax evolved from
€ 4,, in to about € 5,152,000 in 2011.
The Company generates cash flows from unit sales from its mass housing projects and from
operating its hotels. Cash flows from operations before changes in working capital were
€ 12,030,000 in 2010, then recorded an increase to € 12,963,000 in 2011. The business has
already recorded a cash flow from operating activities of € 14,804,000 as at December 31, 2012,
showing a significant improvement in the performance of the business.
In terms of the changes in working capital there was a significant improvement over the period
with increases in the level of the current assets and very meaningful reductions in the level of the
current liabilities, resulting in a very significant change to the working capital position of the
business. The trade and other receivables reduced from € 6,749,000 in 2010 to € 1,249,000 for
HMK in 2011.
The cash and cash equivalents at the beginning of the period 2010 were € 247,000. However, for
HMK this increased to € 2,228,000 in 2011 (audited) and € 2,907,000 for 2012 (audited) whereas
at the beginning of the accounting period the amount reached € ,,.
The estimated profit level for the audited financial year ended December 31 2012 is about
€ 7,352,000 which is over a 100% increase from the corresponding period in 2011, due to a very
fast and profitable implementation of the Ibeshe housing project and increasingly profitable
operation of the group´s hotels resulting from continuous improvements in management and the
general internal business procedures.
K. MANAGEMENT’S DISCUSSION OF THE OPERATIONAL
PERFORMANCE OF THE BUSINESS AND THE ANALYSIS OF ITS
FINANCIAL CONDITION
The analysis and discussion of the operational performance of the business and a detailed analysis
of its financial condition should be read in conjunction with the other information in this
prospectus, including the financial information and the related notes attached to them which is
closely aligned to the section on Selected Financial )nformation. The financial analysis conducted
on Haldane McCalls financial information is based on data extracted from the audited (istorical
Consolidated Financial Statements, unless where it has been expressly stated otherwise.
I. Overview of the Business
Haldane McCall PLC is a European holding company with significant investments in the property,
real estate and hospitality industry in Africa. It operates as the dedicated Investment holding
company of the Group with direct responsibility for the on-going investments, business
development and the execution of the international expansion strategy of the business.
The operational aspect of the business is conducted exclusively by Suru Group Limited, which is a
wholly owned subsidiary of the Group. Suru Group is responsible for the operational management,
60

strategy development and implementation and control of all the subsidiaries of the holding
company. The focus of the activities of the company is Africa, with a strong emphasis on the growth
of the Nigerian market and the West African sub-region where the Head-office of the operational
segment of the Holding company is located. The business operates under three key business
segments - Hotels, Real Estate and Banking.
The hotel business operates under two brands – Best Western hotels which is been built on the
franchise acquired from Best Western International for West Africa and Suru Express Hotels which
has a focus on the budget segment of the hotel business. The Real Estate business is operated
under the Suru Homes Limited brand. It is the flagship brand of the business and accounts for a
significant percentage of the turnover of the business. It acquires Land for the development of
properties which are sold on their completion and sometimes leased to Customers. The Banking
business operates as a micro finance bank, Independent Prolific Microfinance Bank Ltd and was
acquired by the group in 2011, though it has been operational under a different ownership
structure. The bank provides mortgages to customers for the acquisition of low cost houses in
Lagos State.
The manufacturing business operated under the Johnson Products Brand produces cosmetics,
household and hotel cleaning products. Negotiations over the sale of the manufacturing segment
began in May 2012 and the transaction was eventually concluded in October this year. Due to the
fact that this business did not produce relevant profit margins no material sales profit could be
achieved. However, this way the group was alleviated from a business area that did not synergize
well with the rest of the group´s operations.
1. Housing & Real Estate
The Real Estate business commenced operations with the development of a Land Bank strategy
that entailed the acquisition of large expanse of Land in specific locations making the company the
key market driver in those locations. The acquisitions were made possible by the funding of
US-$ 100 million provided by Oceanic Bank between 2008 and 2009, using the acquired assets as
security since this was a fast growing industry segment in the Country. The initial projects before
the latest (Ibeshe housing project) have been completed and all the homes have been delivered to
the buyers.
In terms of the Company`s two current mass housing projects, the first phase, Ibeshe, was pre-sold
to Customers and has been completed and delivered to them. It is important to note that the Ibeshe
low cost housing project was completed in September and delivered in October 2012, five months
ahead of the scheduled March 2013 target date.
In summary, the Company completed and sold the following housing units:
- 41 (2010)
- 26 (2011)
- 52 (2012)
The second phase, Majidun Low Cost Housing Units, is currently at the marketing phase and about
10% of the project has been pre-sold.
The funding of the projects has been on the following basis:
- 10% deposit from the Customers
- 50% approved mortgages from financial institutions to the buyers
- 40% financing from the HMK Subsidiary.
The company is in discussion with a number of international financiers to support funding to
reduce the comparably high cost of local financing which is currently in excess of 20% interest per
annum and thus only applied where and when financially viable.
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(MKs investment activities in real estate were initially focused on the luxury segments of the
market. This has gradually shifted to the low cost housing segment where there has been a
significant growth in demand in the last few years.
Lagos State, Nigeria, in 2012 has an acute housing problem with an average household occupancy
of about 10 persons. In addition, it has an average population density of 2,455 persons per square
kilometer, much higher than the national average. The state also accounts for a significant portion
of the GDP for the country as a whole.
Most projects of the Company are strategically priced to accommodate a wider income class
especially at the lower end of the market. Concession Agreements signed with State Governments
in the acquisition of land providing access to cheaper land thereby reducing overall project costs.
Enhanced affordability of our homes is achieved through the provision of mortgage facilities from
one of the group companies, Independent Prolific Microfinance Bank Limited, and this is usually
negotiated on an arm`s length basis.
The business has a strong pipeline of projects and has continued to negotiate for access to land in
strategic locations that will provide a solid platform for the continued growth of the company. The
current gap in the demand for housing in Nigeria is estimated at 16million units which presents a
significant opportunity.
2. Hotels & Hospitality
The first major investment in this segment of the business was the acquisition of a Hotel in the
highbrow Allen Avenue in Ikeja, Lagos, in 2008. The building was remodeled and completely
refurbished to meet the requirements specified by Best Western International. About
US-$ 15 million (€ 10,5 million 2 ) was invested in the process. The investments were in the
structure and outlook of the hotels based on the advice of the technical team from the International
office of Best Western. This flagship hotel was opened in October 2010 and became profitable
within its first fifteen months of operation. The group has to pay franchise fees on any of its current
or future Hotels run under the Best Western brand.
The first Suru Express (otel Surulere became operational in September 2011 and reached a
breakeven point within three months. The second Suru Express Hotel GRA )keja commenced
operation in August 2012 and has already achieved a reasonable level of profitability in October
2012. The investment in the Budget hotels has been estimated at about US-$ 5 million (about
€ 3,5 million 3 ). No franchise fees are paid on the Suru Express Hotels brands as they are owned by
HMK PLC.
The overall acquisition strategy for the hotel business is to acquire existing hotels or properties
and re-model and align them to the requirements of the brand, thereby reducing construction risk
and time to market for the business. The success rate of the budget hotels has emboldened the
management team to identify more opportunities in that segment of the market and grow the
brand as there is no major recognized brand in that segment of the market.
3. Banking
The micro finance company Independent Prolific Microfinance Bank Limited was acquired in
2011 for € 200,000 and is now 75% owned by the Group. The bank is licensed as a micro finance
2 As of December 31, 2009; source: www.oanda.com
3 As of December 31, 2009; source: www.oanda.com
62

ank and endeavors to meet the diverse demand for Capital in the low income market segment of
the industry. A key part of its activity that is closely aligned to the groups strategy is its provision
of credit to customers buying the low cost houses on a fair and affordable basis. So far it accounts
for only less than 2% of the turnover of the business.
II. Key factors Impacting Operational Performance
The Company believes that a number of factors will continue to have a material effect on its
operational performance and the financial condition of the business:
1. Demand for the Products of the Business
The profitability of the business depends mainly on the performance of two key sectors that
represent over 95% of turnover and profits – Real Estate and Hotels and Hospitality. The demand
for the services and products in those sectors are driven by a number of specific factors, including
the growth in tourism arrivals in the country and the very high shortage of housing in the Nigerian
and West African market.
The growth in demand in Nigeria is crucial for the business as the country has a population of over
160 million and a housing deficit in excess of 16 million units which creates an opportunity for
companies in the Real Estate sector.
The Nigerian economy has grown consistently by about 7% over the last five years resulting in
rapid economic development, which has also led to higher disposable incomes for consumers and
an increasing number of middle class players in the economy. The steady growth in the Middle
class and the increasing disposable income available to the low income earners will provide a
ready market for the properties been developed by the company.
In the Hotel segment of the business, the country has also recorded consistent growth in tourism
arrivals and the recent developments in Power and Infrastructure by the Federal Government has
attracted major investors from Germany, China, Japan and the USA.
2. Stability of Supply of Raw Materials
The Company sources its raw materials locally and has an approved list of suppliers that have met
performance targets since the inception of the business. Also, a major part of the toiletries required
by the hotel is provided by a former subsidiary of the Group. There are no restrictions on the use of
the major raw materials used in the Construction of buildings and most of them are available
locally. We are not aware of any raw material that is likely to be scarce and whose availability
might materially affect the business adversely and by so doing impact its financial condition and
the results of operations.
3. Volatility in Prices of Raw Materials
The profitability of HMK will be affected by the volatility in the prices of goods and services
sourced from its suppliers. Though the cost of sales accounts for less than 40% of turnover, it
represents close to 60% of the total expenses incurred by the group every year. The price of items
used by the company fluctuates due to changes in demand and supply conditions, resulting in price
increases in period where shortages occur. The Hotel business typically works within a variable
price range depending on the season and availability of rooms. Also the Real Estate segment also
has a significant variable element in the pricing of the final product. Therefore, it is possible to
adjust the prices for its products and services to actual market conditions. If the company is unable
to pass the increased costs to its customers or to agree certain price increases with its customers,
then the results of its operations will be adversely affected. Conversely, if the input costs decrease
and the business does not lower its prices accordingly, then the results of its operations will be
impacted positively.
63

4. Competition in the Market
Whilst competition in the market segments are mild, it is expected that the level of competition will
increase and probably intensify as more international players become aware of the level of growth
potential in the industry segments and begin to establish operations in the region. The average
room rates for hotels in Nigeria are quite high and can be classified as one of the highest in the
world. Also, the property values are also very high when compared with other frontier markets
globally. Barriers to entry are very high for new competitors as the process of Land acquisition
could be sometimes cumbersome and expensive. In addition, access to Capital to fund the
development of housing projects is not easily available and this puts companies like HMK in a very
strong position as long as they can continue to access Capital and build on their long term
relationships to identify and acquire Land in very good locations.
5. Stabilization of the currency exchange rate
With a more stable and even stronger national currency, investors are much more capable of
accurately predicting prices in the economy. The exchange rate for the Naira against other major
currencies has remained fairly stable over the last one year, against the dollar, whose value is
decreasing progressively against all other major currencies. This stability has helped in increasing
investors confidence in the Nigerian economy, hence helping in furthering the growth of the
Nigerian economy. However, it has affected the level of the foreign reserves in the country as the
Central Bank had used some of the reserves in the defense of the currency. However, it has
allowed a managed depreciation of the currency in the last few months.
6. Effects of Currency Fluctuations
(MKs financial statements for the periods under review were prepared in Euros and the
Companys future consolidated annual financial statements will be prepared in Euros. (owever,
the operating currency of the business is the Nigerian Naira, which is not a convertible currency at
present. A devaluation of the Naira would therefore have an adverse impact on the financial
condition of the business as a result of any foreign currency translation. With the exception of the
hotels (14% of turnover in 2011) where a certain percentage of sales are generated in foreign
currency, the bulk of the Revenues of the business are generated in Naira. The value of the
currency is controlled by the Government and the exchange rate policies of the Government could
have significant impact on currency exchange rates. The Group does not have a hedging policy in
place with respect to its foreign exchange exposure as it deems it unnecessary as payment terms
are usually within 30days and prices are monitored on a continuous basis.
III.
Future Commitments
Management has not entered into any material mid- or long term binding future commitments
other than the currently existing franchise agreement with Best Western and its long term
financing agreement with Ecobank.
64

IV.
Financial Analysis of Consolidated Balance Sheet Data
In this section we will discuss in detail the Consolidated Financial Position Statements of the group
for the audited periods ended December 31, 2010-2011 as well as for the figures for the period
January 01, 2012 to December 31, 2012 (audited), including the comparative period of the prior
year 2011.
Consolidated statement of financial position
SGL (Audited) SGL (Audited) HMK (Audited) HMK (Audited)
31 December 31 December 31 December 31 December
2011 2010 2012 2011
€000 €000 €000 €000
Non-current assets
Investment properties 81,618 78,140 73,447 81,618
Investment property under construction 22,500 28,051 29,200 22,500
Long Term Investments 11,129 10,698 6,129 11,129
Property , plant and equipment 8,607 9,991 7,570 8,607
Total non-current assets 123,854 126,880 116,349 123,854
Current assets
Trade and other receivables 2,921 4,330 3,119 2,921
Prepayments 411 0 352 411
Cash and cash equivalents 6,720 1,512 2,907 6,720
Total current assets 10,052 5,842 6,378 10,052
Total assets 133,906 132,722 122,724 133,906
Current liabilities
Trade and other payables (2,796) (3,398) (1,120) (2,796)
Interest-bearing loans and borrowings (741) (5,952) (22,703)
Total current liabilities (22,702) (30,806) (7,072) (25,498)
Non-current liabilities (26,239) (34,204)
Trade payables (588) (644)
Interest-bearing loans and borrowings (644) (1,953) (33,684) (32,120)
Deferred tax liabilities (32,120) (26,814) (1,055) (989)
Total non-current liabilities (989) 0 (35,327) (33,753)
Total liabilities (33,753) (28,767) (42,399) (59,251)
Net assets (59,992) (62,971) 80,325 74,655
Equity 73,914 69,751
65

Issued share capital 71,465 70,000
Revaluation Reserve 697 697
Retained earnings 8,163 3,958
Total equity 80,325 74,655
1. Non-Current Assets
a) Investment Properties
Investment Properties relates to the assets of the Group used in the Generation of revenues for the
business. The Investment properties increased from € 7. million in to about € 81.6 million
in 2011.
The investment Properties was at a value of € 73,4 million by the end of December 2012 as a
result of the disposal of some of the properties to generate an improved cash flow for the business.
b) Investment Property under Construction
The investment properties under construction are for Investment properties that have not been
completed in the course of the financial year. The figure recorded in 2010 was € 28 million and
€ 22.5 million in 2011.
The )nvestment Properties under Construction recorded increased values about € 29.2 million by
the end of the reporting period in December 2012 representing an increase of about 27%
confirming the focus on additional investments in the future growth of the business.
c) Long Term Investments
This represents the long term investments of the group in a number of subsidiaries and other
investments of a long term nature. The figure grew from € . million in to € 11.1 million in
2011.
The Long term investments accounted at € 6.129 million by December 2012. Since some of the
investments reached maturity during the period under review the proceeds were converted for
use in development projects within the business as they provided better investment yields.
d) Plant and Equipment
The fixed assets of the business have been presented under plant and Equipment and it includes
the Head office Building of the group, Motor Vehicles and furniture and fittings of the business. The
figure increased from € . million in and reduced slightly to € 8.6 million in 2011.
The Plant and Equipment reduced from about € 8.9 million to € 7.57 million due mainly to the
depreciation of the fixed assets of the business during the period from September 2011 to
December 2012.
2. Current Assets
Overall, the current assets of the business value about € 6.37 million as at the end of the period
ended December 2012. A detailed breakdown of the current assets are presented below.
a) Trade and other Receivables
Trade and other receivables comprise mainly of outstanding payments due from customers and
claims due from customers and VAT where relevant. Trade and other receivables was about
€ 4.3 million in and € 2.9 million in 2011 due to the introduction of new systems and the
better management of credit to customers of the business.
66

As a result of better working capital management, the outstanding trade and other receivables
valued about € 3.12 million by the end of December 2012.
b) Prepayments
This relates to payment made in advance for services utilized by the business. No prepayment was
made in the financial year. (owever, about € 411,000 was recorded in the 2011 financial
year.
The Prepayments valued about € 352,000 by the end of December 2012.
c) Cash and Cash Equivalents
Cash and cash equivalents comprise of cash in hand and cash deposited with the Banks. This
amounted to about € 1.5 million in and € 6.7 million in 2011. The increase was due to the
increase in the operational level of the business with increased profits resulting in the significant
increase in the cash flow generated from operations.
The Cash and cash equivalents level reduced to about € 2.90 million in December 2012 as a result
of the cost reduction strategies of the business and improved cash flow management. A significant
amount of the short term interest bearing loans and borrowings were liquidated during the period
and this will eventually result in higher profitability in the future as financing costs will reduce
substantially, with the improved level of stability in the cash flows leading to a much healthier
balance sheet and the consistent payment of dividends to Shareholders.
3. Current Liabilities
This includes bank borrowings and amounts due to creditors of the business. The trade creditors
recorded in 2010 was € 3.4 million and declined slightly to € 2.8 million in 2011. Until December
31 , 2012, the trade and other payables figure reduced to € million 1.12, a reduction of >50%.
The short term Bank loans was about € 30.8 million in 2010 and recorded a further reduction to
€ 22.7million in 2011 and to € 5.95 million as of December 31, 2012. The decrease resulted
mainly from the repayments made from cash generated from operations in the business. This is a
major achievement for the business as it further reduces any potential systemic risk to the
business and strongly positions the business for future growth.
The current liabilities of the business overall reduced significantly from about € 36,6 million in FY
down to € 34,2 million in FY 2010 and further down to € 25,5 million in FY 2011. The main
reduction of the current liabilities took place in 2012 as the figure could be reduced to about
€ 7.072 million as at the end of the December 2012.
4. Non-Current Liabilities
This relates to financial and other liabilities that are due 12 months after the end of the financial
year of the Group.
The trade payables was about € 1.95 million in and reduced to € 644,000 in 2011. The total
payables reduced to about € 588,000 as at the end of December 2012.
The long term bank borrowings were € . million in and increased to about € 32.2 million
in 2011. A portion of the short term loan was converted to a long term financial liability. At
December 31, 2012, the long term borrowings still accounted for € 33,7 million.
A deferred tax liability of € 989,000 was recorded in Nigeria in 2011. The deferred tax liabilities
were reduced to € 605,000 as at the end of September 2011 and increased to about € 1.055 million
67

as at the end of December 2012, representing about 2% of the balance sheet size of the business. It
is linked to the Investment Properties of the business and will only become payable on the disposal
of the assets.
The business has continued to meet all the banking covenants relating to the facilities.
5. Equity
This comprises the Share Capital, Share premium account, Revaluation reserve and Retained
Earnings. The audited accounts for the previous years were reviewed and aligned to the
requirements of the IFRS on the listing of the business at the unofficial market of the Frankfurt
Stock Exchange. The Share Capital increased from a nominal figure of € 5,000 in Suru Group Ltd. to
about € 4.6 million in 2010. Additional shares were issued to existing and new shareholders in
2011 as part of the listing procedure resulting in an increase of the Share Capital to € 71,465
million. As the HMK shares are of no par value a share premium account can not exist. The
revaluation reserves are based on the difference between the book value of the assets and their fair
value. The retained earnings are the undistributed profits of the Group and this was estimated at
€ 3.96 million at the end of the 2011 financial year.
The issued Share Capital and the revaluation reserve accounts € 697,000 in December 2012.
However, the retained earnings were about € 8,163 million in December 2012. It is expected that
the business will continue with the current growth pedestal and is positioned to be a leading player
in Nigeria and the Sub-Saharan African Region.
V. Financial Analysis of Consolidated Income Statements
In this section we will discuss in detail the Comprehensive Income Statements of the group for the
audited periods ended December 31, 2010 and 2011 as well as for the audited figures for the
period January 01, 2012 to December 31, 2012, including the comparative period of the prior year
2011. It also presents the results of the operations as a percentage of revenues for the periods
under review.
Consolidated Income Statements
Consolidated statement of comprehensive income
SGL (Audited) SGL (Audited) HMK(Audited) HMK(Audited)
31 December 31 December 31 December 03 Feb 2011 to
2011 2010 2012 31 December
2011
€000 €000 €000 €000
Turnover 25,411 22,274 21,667 23,179
Cost of sales (9,751) (9,507) (7,789) (8,858)
Gross Profit 15,660 12,767 13,878 14,321
Deficit on revaluation of investment properties 0 - -
Administrative expenses (1,140) (587) (1,636) (1,228)
Other operating expenses (1,377) (659) (1,590) (1,270)
Operating profit 13,143 11,521 10,652 11,823
Finance income 149 0 211 135
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Finance expense (8,140) (7,493) (6,511) (7,390)
Exceptional Item 0 0 3,000 0
Profit before tax 5,152 4,028 7,352 4,568
Taxation (989) (804) (1,470) (913)
Profit for the period 4,163 3,224 5,882 3,655
Profit attributable to:
Owners of the Group 4,163 3,224 5,882 3,655
Non-controlling interests 0 0 0 0
Profit for the period 4,163 3,224 5,882 3,655
Earnings per share
Basic and diluted, for comprehensive income for
the period attributable to ordinary equity holders
of the Parent Group € . iv € 0.0032 iv
0.10€ 0.026€
1. Results of Operations
A significant percentage of the Revenues generated by the business came from the housing & real
estate activities and to a lesser extent the hotel segment of the business. The revenues for the
business were about .% to € 22.3 million in the 2010 financial year. A higher growth level of
14.1% was achieved in the year 2010 financial year as a result of a major increase in the hotel
business that grew by over 120% during that period.
In 2010, the Real Estate business accounted for 72.5% of the turnover, and the hotels segment
recorded about 22% of the turnover. In 2011, the Real Estate segment recorded an upward rise in
its turnover levels accounting for 75.5% of turnover, and the Hotels business recorded a much
lower percentage of 14.8% in the 2011 year of operation. In the period from January 1, 2012 to
December 31, 2012 the HMK turnover was at 21,417,000, the cost of sales amounted to 35,21%
and the gross profit to 64,79%.
In terms of the geographical markets, the African operations recorded over 97% of the turnover
levels of the group from 2010 and 2011, with Europe accounting for less than 3% of the turnover
for the period.
As is consistent with previous years, most of the revenues were generated from the Real Estate
business. There was a 7,6% decline in turnover for the period ended December 31, 2012, when
compared with the previous financial year. However, the Gross Profit and Operating Profit figures
increase slightly by about 4.9% and 7.8% respectively. The profit before tax grew by over 100% as
a result of improved operational performance. HMK sold the London real estate and generated an
exceptional item of € 3 million, which was the profit recorded from the sale of the UK assets of the
business. The Directors of the Company as a result of the performance declared an interim
dividend of € 1.68 million representing about 29% of the Net profit.
2. Cost of Sales
Cost of Sales consists of the costs related to the purchase of materials, direct labour costs and direct
overheads. Direct labor costs include salaries and other staff related costs and are dependent on
69

the number of staff employed and the prevailing wage levels. Overheads include utility charges,
consumables, supplies and other related costs directly involved in the generation of Revenues for
the business.
The Cost of sales for 2010 was about 43% of turnover, and as a result of direct management action,
the costs were brought down substantially to about 38% of turnover in the 2011 financial year. In
absolute terms, the cost of sales was about € 9.5 million in 2010. Despite the over 14% increase in
turnover in the 2011 year of operation, the cost of sales only increased by about 2.5% from
€ 9.5 million to € 9.7 million.
As of December 31, 2012 the cost of sales as a percentage of turnover reduced from about 38% in
the comparable period in 2011 to about 35% of turnover resulting in an increase in the Gross
profit percentage from 61% to about 65% further boosting the performance of the business. It
shows that the efficiency measures introduced by the management of the company have been
effective.
3. Gross Profit and Gross Profit Margin
The Gross Profit margins recorded were 57% in 2010, 61% in 2011 and 65% until December 31,
2012. The gross profit margin is affected by changes in the product mix and also by changes in the
input costs for its products. The Gross profits recorded during the period under review were
€ 12.8 million in 2010, € 14,3 million in 2011 and € 13,8 million for the period up to December 31,
2012.
Despite the 10.2% decline in the turnover of the business in this last period, the operating profit
increased by about 8.5% confirming the benefits of the renewed focus of the company on key
measures with measurable benefits to the company with a long term perspective.
4. Administrative and Other Expenses
Administrative and other expenses grew from about 6% in the year 2010 financial years to about
10,8% in 2011 and 15,06% for the period ended December 31, 2012.
The administrative and other operating expenses in this last unaudited period compared to the
same period in 2011 also declined substantially, with the admin costs reducing from about € 1.12
million to about € 795,000 and other operating expenses reducing from € 1.05 million to about
€ 776,000 representing a decline of 29% and 26% respectively.
5. Finance Expenses/Income – Net
The Finance income is made up mainly of Bank interest income, foreign exchange gains and other
miscellaneous income earned from Bank deposits. The finance income for the period ended 2011
increased significantly in percentage terms, though slightly in absolute figures. It increased by
about 56,3% from about € 135,000 for the period ended December to about € 211,000 for
the period ended December 2012.
The Finance expenses comprise interest expenses for the short term loans and the interest
incurred on the longer term liabilities with the Banks. The Finance expenses grew from
€ 7.5 million in 2010 (34% of turnover) to € 8.1 million in 2011, representing about 32% of the
annual turnover of the business. A realignment of the financial structure of the business is required
to reduce the cost of financing and increase the profit levels of the business. The finance expenses
decreased slightly by about .% from about € 6.75 million in 2011 to about € 6.4 million in 2012.
The finance expenses are expected to be much lower in the following financial period as a
significant portion of the short term loans have been paid off and there are plans in place to
restructure the existing long term loans and access cheaper long term financing.
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VI.
Financial Analysis per business section and geography
The below turnover analysis is based on audited figures taken from the audited financial
statements of HMK/Suru Group for the respective years.
SGL (Audited) SGL (Audited) HMK (Audited) HMK (Audited)
31 December 31 December 31 December 31 December
2011 2010 2012 2011
€000 €000 €000 €000
Turnover 25,411 21,417 23,179
Activities
Hotels
Real Estate
3.411 3.125 3,617 3,317
19.624 17.433 16,864
17,621
Manufactoring 1.917 1.716 769 1,839
Banking 459 417 402
Geographic Markets
Africa 24.760 21.630 21,104 22,588
Europe 651 644 313 591
25.411 22.274 21,417 23,179
The turnover of the business has recorded consistent growth levels over the years 2010 and 2011.
It had a slight growth of about 4% to the 2010 financial year. However, the company recorded a
growth in turnover of about 14% from the 2010 to the 2011 financial year. The revenue from the
Hotels grew to about 22% of the turnover in the 2010 financial year and then down to about 14%
of turnover in the 2011 financial year. In the year 2012 it decreased in the amount of 7,61%
compared to the year 2011.
The Real Estate segment of the business showed in the 2011 year an 18% growth in turnover,
confirming the growth potential of the sector. The Real Estate revenues accounted for about 72%
in the 2010 financial year and then to about 75% in the 2011 financial year, making it the most
significant unit of the business.
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The Banking sector only accounted for about 1.7% of the Group turnover. However, it is expected
that the contribution of the unit to turnover will increase over the next few years as the Group
commences the implementation if its strategy of providing short to medium term financing to
customers acquiring its properties.
The African operations account for over 97% of the turnover of the business and this fact
contributed largely to the decision to dispose of the assets in the UK and utilize the proceeds more
effectively in the African market.
Until December 31, 2012 the turnover remained in the same proportion between hotels, 26 real
estate and microfinance bank – other than the sales proceeds from selling all UK real estate there
was no European revenue, all turnover was generated in Africa.
VII.
Trends and Outlook
1. Trend Information from the End of Business Year 2012 until Date of Prospectus
The company completed and sold 119 housing units from 2010 - 2012 and runs 3 hotels, 1 under the
Best Western brand and 2 under the Suru Express brand until now.
2. Trend Information from Date of Prospectus until End of Business Year 2013
The group intends to develop an additional five 3-star hotels under the Best Western brand in the next
3 years, 45 budget hotels under the Suru brand within the next 5 years, and to build and sell 1000 lowcost
residential units. The construction of the low-cost units has already started, 500 units should be
completed until end of 2013.
Accordig the Issuer’s estiatio the copay will be able to achieve all the planned projects even
considering the current property market situation in Nigeria.
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L. INDUSTRY OVERVIEW
I. Nigerian economy
In the most recent years from 2005 to 2011, the Nigerian GDP annual growth rate averaged 6.86%,
reaching an all-time high of 8.60% in December 2010 and a record low of 4.50% in March of 2009 4 .
II. Real Estate
The size of the Nigerian construction industry is very small relative to the total global construction
industry. The value of global construction today is estimated to be about US-$4 trillion (about
€ 3 trillion 5 ). With only a total value of about US-$ 4 billion about € 3 billion 6 ) in 2010, the
Nigerian construction industry makes up only about 0.2% of the global total. Despite this, it is by
far the highest among all other West African countries. (owever, the industrys growth rate has
been very impressive over the last few years and is well above the global industry average growth
rate. It is projected to continue to grow at high rates as long as oil prices remain high and
governments investments in infrastructure also remain high.
The Nigerian construction industry has outgrown most other sectors of the local economy over the
last few years. In 2005, the industry grew at an impressive rate of 12.1%, which was more than
double the average growth of the overall economy (5.6%) in the same year. As the economy is to
grow at even higher rates for the foreseeable future, the construction industry is also expected to
continue to perform very well. Business Monitor International group estimated that the industry
had grown at an impressive rate of over 20% between 2006 and 2007.
Lagos State has one of the most acute housing problems in the world with an average household
occupancy of about ten people per house 7 . The states population density of , persons per
square kilometer is much higher than the national average of 100 people per square kilometer.
Certain parts of the state, such as Mushin, Oshodi-Isolo, Surulere and Mainland Local Governments,
are heavily populated with a density as high as 15,000 people per square kilometer 8 .
These known trends will likely have a positive effect on the issuer´s prospects for the years to
come.
Categories of Respondents
Target respondents were determined based on the profile of residents and customers of the
proposed development and the information to be obtained. Respondents were broadly classified
into residential consumers, commercial consumers and real estate management firms or agencies.
The objective of surveying the estate management/agency firms was to get more information on
market demand and preferences regarding residential and commercial real estate.
4 http://www.tradingeconomics.com/nigeria/gdp-growth-annual
5 As of November 30, 2012; source: www.oanda.com
6 As of December 31, 2010; source: www.oanda.com
7 Presentation of Lagos State Government at the Nigerias Economic Summit Group Conference Nov.,
8 http://www.cleanairnet.org/ssa/1414/articles-69320_Taiwo.pdf
73

A summary of the sample size and category of respondents interviewed for the survey follows:
Categories of respondents
Respondent Type
Number Percentage (%)
Residential Buyers 104 75%
Commercial Buyers 23 17%
Real Estate Practitioners 11 8%
Total 138 100%
Source: Market survey data by Pison Housing Company & Research International - Demographic Features,
http://www.pisonhousing.com/
Demographic features, such as occupation and income levels, were considered in the survey. About
80% of the respondents for residential spaces currently live either in duplexes or flats: 73% of the
residential respondents were professionals: lawyers, bankers, etc. The average age of the
respondents was 39 years, indicating a relatively young sample. Approximately 82% of the real
estate practitioners included in the survey had operated in the area for over 8 years, while 64% of
the companies they worked for have existed more than 8 years.
Other information about the respondents (residential consumers) is summarized in the table
below:
Table: Demographic information on residential respondents
Age % Occupation % Apartment Type %
25-34 years 32% Professional 73% Detached 3%
35-44 years 49% Business person 13% Semi-detached 3%
45-54 years 15% Civil servant 7% Duplex 20%
55 years and
above
4% Unskilled 1% Bungalow 13%
Other 6% Flats 60%
Other 1%
Source: Market survey data by Pison Housing Company and Research International
74

The income levels of respondents present a good basis for determining the level of demand that
may be generated. The annual income of residential respondents and turnover of commercial
respondents are summarized in the table below. As of May 2 nd 2013, the exchange rate of nairas to
Euros was: 209,88 naira: € 1. As of May 2 nd 2013, the exchange rate of US dollar to naira was:
1 US-$: 159,18 naira 9 :
Income levels of respondents
Residential Buyers - Annual
Income (%)
Commercial Buyers -
Annual Turnover (%)
N1 – N4 million 34% Below N50 million 44%
N5 – N10 million 48% N50- N100 million 35%
N11 – N15 million 12% N101- N200 million 4%
N16 – N20 million 1% N501- N1 billion 4%
N21 – N30 million 1% Not Stated 13%
Above N40 million 4%
Source: Market survey data by Pison Housing Company and Research International Demand Analysis
Home Ownership Status
Key facts about home ownership status for respondents are summarized below:
• 66% of the respondents for residential consumers live in rented apartments;
• Most residential respondents (88%) do not own houses, with the exception of those within the
income bracket of N21 and N30 million per annum (1%), who own one or more houses;
• 78% of commercial respondents use rental space for their business operations; and
• Nearly half of the commercial respondents believe that, in the near future, their businesses will
expand around the area 10 where Cowrie Town will be located. The table below shows the
home/space ownership status of respondents for both commercial and residential consumers.
Table: Home ownership status of both residential and commercial respondents
Ownership Status Residential Commercial
Non-owners 88% 78%
Owns one house 4% 17%
Owns more than one house 8% 5%
Source: Market survey data by Pison Housing Company and Research International
Acquisition Timeline
Most of the residential respondents indicated their readiness to acquire residential properties in
the next 18-36 months while most of the commercial respondents indicated the possibility of
9
Source: www.oanda.com
10
Other areas of the city included in this area are: Lekki, Victoria Island, Ikoyi, Ajah and Lagos
Island.
75

acquiring property within the next 6-18 months. The preferred acquisition timelines are
summarized below:
Acquisition Timeline
Acquisition Timeline Residential Commercial
Next 6 months 5% 22%
6 – 18 months 36% 48%
18 – 36 months 37% 30%
36 – 60 months 22% 0%
Source: Market survey data by Pison Housing Company and Research International
Prices
Residential respondents
The respondents were asked to choose the range of prices they would be willing to pay for
different apartment types. Over 51% of the respondents stated that the ideal price for two/three
bedroom apartments should be less than N5 million; 84% of the respondents commented that the
ideal price for both two/three bedroom apartments should not be more than N10 million. The
price range proposed by respondents for four bedroom apartments on floors 8-10 is concentrated
in the N5 to N10 million price range. Respondents are almost evenly divided between N5 million
and N30 million in their price range preference for detached five bedroom apartments. The table
below presents a summary of choices of ideal prices:
Prices by residential respondents
Price ranges
2 bedrooms
floors10-12
3 bedrooms
floors 8-10
4 bedrooms
floors 8-10
4 bedrooms
detached
5 bedrooms
detached
Less than
N5m 52% 50% 22% 18% 9%
N 5 – N10m 32% 34% 56% 43% 29%
N11 – N20m 12% 14% 16% 29% 33%
N21 – N30m 0% 0% 5% 8% 22%
N31 – N40m 4% 2% 2% 1% 5%
N41 – N50m 0% 0% 0% 1% 2%
Mean (N'm) 6.1 6.0 7.9 9.3 12.1
Median
(N'm) 2.5 5.0 7.5 7.5 12.5
Source: Market survey data by Pison Housing Company and Research International
76

Real estate agents included in the survey also chose the range of prices they consider ideal for the
different housing types. The results of the survey are as follows:
Prices by real estate practitioners
Price ranges 2 bedrooms
floors 10-12
3 bedrooms
floors 8-10
4 bedrooms
floors 8-10
4 bedrooms
detached
5 bedrooms
detached
< N 5 m 82% 45% 18% 9% 9%
N5 – N 10 m 9% 45% 55% 27% 18%
N11- N20 m 9% 9% 27% 55% 55%
N21 - N30 m 0% 0% 0% 9% 18%
Source: Market survey data by Pison Housing Company and Research International
Comparative Pricing Analysis
When compared with prevailing prices obtainable in real estate developments with similar
features location, size, target market, etc., the pricing preference indicated in the surveys results
presented above shows that housing developments are typically priced higher than house buyers
would otherwise prefer to pay. This underscores the fact that home ownership remains a luxury in
Nigeria.
III. Hospitality
Presented below is a summary of the key features of the Nigerian hotel market with emphasis on
the budget hotel segment. It also presents an analysis of demand for and supply of budget hotels in
key target locations.
The hotel industry in Nigeria is still grossly underdeveloped, having been hampered by slow
economic growth in the past. With a population of 140 million people (2006 census figures) and an
estimated 2,087 hotels, Nigeria has a hotel density of one (1) hotel to about 67,000 individuals 11 .
This is much lower than hotel densities for key hotel markets in developed countries. In the past,
both local and foreign investors have typically avoided investing in hotel developments in Nigeria
due to the following reasons:
High cost of providing basic infrastructure such as constant and reliable power supply,
water and telecommunication services;
Designation of Nigeria as a high-risk destination for both visitors and investments;
Availability of alternative investments in other economic sectors with higher shortterm
returns.
With the recent increase in the level of economic growth, coupled with increased commercial
activities, the hotel industrys attractiveness has significantly increased. The majority of Nigerian
hotels are currently privately owned, several of which are owned or run by foreign hotel groups.
Growth in the hospitality industry is driven by the following prevailing factors:
Opportunities created by the democratic dispensation and Nigerias improving image
as an attractive business and investment destination;
11
Source: Agusto & Co Ltd. - Hotel Industry Report 2007
77

Favorable governmental policy towards foreign investments as well as encouraging
local investors to expand business activities;
Growing influence of the financial services industry which has enhanced availability of
funding for hospitality developments.
Global expansion of international trade has contributed to increased foreign travel; however, there
has not been much effort developing a dedicated budget hotel chain with a recognizable brand as
the focus has been on developing 3-star to 5-star hotels. Presently, there are thousands of small
private hotels and guest houses operating in this market segment (most of which are ownermanaged).
The report below from a recently concluded conference in Nairobi highlights the importance of the
Groups strategy.
Budget and Mid-Market Hotels represent a huge opportunity for growth in Africa as hotel brands
look to expand, as almost all of the internationally flagged hotels in Africa are of a luxury standard.
This was the key finding at the African Hotel Investment Conference being held in Nairobi, Kenya
on a panel being hosted by Michele de Witt, Managing Director of Horwath HTL South Africa, part
of (orwath (TL the worlds largest hospitality consulting network and Chairperson of the
Federated Hospitality Association of Southern Africa. Michele was joined on the panel by industry
experts Derrek Anderson Vice president of development for central, eastern, and southern Africa at
Hilton Worldwide, Ewan Cameron - Chief Executive Officer at Lonrho Hotels, Thorsten Purkus, Vice
President Feasibility and Development Finance EMEA at Hyatt International and Rohan Patel – a
Director of the Sankara Hotel Group Kenya Limited.
There were other compelling factors as to why the economic segment was a compelling choice for
the region, with lower build costs, reduced staff and payroll expenditure and pre-existing global
distribution networks already in place. Many well established brands also give a level of comfort to
banks and other financial institutions when securing financing, making acquisition of debt easier.
Michele de Witt said, This market segment represents a tremendous solution to many of the
markets in Africa, primary, secondary and on occasion tertiary. Travel in Africa is largely business,
NGO, Government/ Embassy related which places downward pressure on rate, which with high
development costs make luxury properties a challenge in terms of yielding a return on investment.
There is an emergence of a middle class in Africa that will stimulate domestic travel. In addition,
many African countries are seeking growth in inbound tourism via regional travel as opposed to
foreign [Europe and the Americas] for which a mid-market product would be well suited. At the
same conference held in September 2012, the following conclusion was also reached by the
industry experts:
(otel development and investment potential is beginning to be realized in many key markets in
West Africa as issues of stability, financial transparency and demand begin to be addressed. This
was the key finding at the African Hotel Investment Conference being held in Nairobi, Kenya.
The panel, highlighted several markets as having good potential for investment, namely Lagos,
Abuja, Accra but also Abidjan and Dakar was looking outside of the more traditional markets and
throwing a spotlight on some of the regional cities that were perhaps less well known, but showed
potential for hotel development (Conakry, Cotonou, Libreville). Joining Philippe Doizelet on the
panel was Paul Ansah, Vice President Development – Africa, Marriott International, Inc. Serge
Hattier, Head of Development for Africa, ACCOR and Souleymane Ouattara, Financial Analyst, Africa
Capital.
Philippe Doizelet said We have been working in the region for many years, so have been able to
see first-hand the strides that successive governments in these countries have made. The key
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drivers have to be in place, which in turn will stimulate the push towards more organized tourism
master plans which give international brands and investors comfort that these areas are ready for
development. West Africa has always had tremendous opportunity and genuinely unique tourism
offering, but lacked the will to tackle issues like infrastructure and transparent governance. This is
clearly changing and as the other poster countries for investment growth such as Europe and
North Africa continues to slow down; it is natural that investors looking to maximize returns will
start looking seriously at opportunities here.
Key Market Features
The hotel industry has enjoyed modest growth in the recent past. Between 2001 and 2006, the
number of Nigerian hotels grew at an annual compound growth rate of 11%, while average room
occupancy increased from 75% in 2001 to 83% 12 in 2006 as shown in the following figure:
Growth in Number of Hotels and Average Occupancy
Source: Agusto & Co. Ltd. - Hotel Industry Report 2007
Other key highlights of the Nigerian hospitality industry are shown below:
Highlights of the Nigerian Hospitality Industry
DESCRIPTION 2001 2002 2003 2004 2005 2006
Number of hotel beds 27,670 30,690 37,520 37,730 38,870 42,368
Number of visiting foreign nationals ('000) 2,203 3,100 3,897 4,059 3,109 N/A
Expenditure of foreign visitors (N million) 769 816 1,025 1,205 1,798 2,248
GDP % contribution at 1990 constant price
(%)
0.36 0.37 0.36 0.37 0.38 0.39
GDP % contribution at 2005 price (%) 0.29 0.30 0.27 0.31 0.32 0.32
Source: National Bureau of Statistics, Nigerian Tourism Development Corporation (N/A: Not available)
12
Source: Agusto & Co. Ltd. - Hotel Industry Report 2007
79

Due to the current imbalance between supply and demand of hospitality services, Nigerian hotels
are generally profitable, particularly in the countrys most visited centers (Lagos, Port Harcourt
and Abuja). The hotels in these states enjoy high occupancy rates and, due to high tariffs and
revenue from conferences, meetings and exhibitions, are generally profitable.
The following chart presents a summary of the classification of visitors to Nigerian hotels; although
the chart is based on 2003 data, we have assumed that the demand profile has not materially
changed.
Demand Profile for Nigerian Hotels
International
Business
Customers
5%
International
Residential
Conferences
16%
Nigeria Hotel Demand Profile - 2003
Aircrew
2%
Tourism & Leisure
3%
Domestic
Residential
Conferences
11%
Domestic Business
Customers
63%
Source: Agusto & Co Industry Report on Hotels, 2004
As indicated in the above chart, the domestically-generated market constitutes approximately 74%
of the demand for Nigerian hotel services. This consists of domestic business travelers, traders and
corporate bodies. This market segment will essentially form the target market for a budget hotel
product.
Target Market and Key Buyer Values
There is an absence of internationally standard budget hotels in Nigeria; however, the market is
generally inundated with low-priced hotels offering low-quality services. The Suru Express brand
is targeted at the smart traveler who is looking for no-frills accommodation with guaranteed
quality of service and affordable prices.
In view of this, the target market and key buyer values can be summarised as follows:
Budget Hotel: Target Market and Key Buyer Values
Target Market
Key Buyer Values
• Business travellers
• Corporates
• Budget-conscious individual visitors
• Businessmen and traders
• Security
• Accessibility
• Convenience
• Affordability
• Cleanliness
• Brand consistency
80

Each of these key buyer values must be achieved if a budget hotel chain is to attract patronage from
its relevant target market and consistently maintain a sustainable occupancy rate.
The following factors are likely to shape the future of the budget hotel market segment in Nigeria:
Increased sophistication of the average Nigerian hotel customer – a number of
factors are responsible for this:
More and more Nigerians are travelling overseas and patronising international
hotel brands. As a result, more people have been introduced to the budget hotel
concept.
Recent times have witnessed the entry (or planned entry) of many leading global
hotel groups into Nigeria. Marriott, Intercontinental and Radisson SAS are all in the
process of establishing franchises in different parts of Nigeria. These hotels target
the premium end of the market and will eventually lead to a clear delineation in the
market between luxury, full service/mid-priced and limited-service budget hotels.
The emergence of ever-expanding middle-income economy classes, which consist of
comfortable yet budget-conscious working class professionals and self-employed
businessmen, will invariably create more demand for budget hotels.
The emergence of new urban and commercial centers (e.g., Maiduguri, Calabar) and
the expansion of existing ones (Lagos, Abuja, Kano and Port Harcourt) will open up
new destinations in Nigeria and create a bigger need for budget hotel products.
With the growing ease and lowered cost of air transportation as well as accelerated
infrastructure rollout, more residents are travelling for business and leisure
purposes.
The creation of new business resorts in different parts of Nigeria, including the
Tinapa Business Resort in Calabar as well as proposed integrated resort
developments in the Kaduna, Kano and Kwara states will boost human traffic in
these areas for business and leisure purposes.
The outlook for the budget hotel segment in Nigeria is positive given the advancement in key
economic indices, increased commercial activities as well as improvement in disposable income.
These trends are reasonably likely to have a positive effect on the issuer´s prospects in this market.
IV.
Competition
Most of the competitors that provide housing opportunities are land speculators and
housing/estate developers. It is important to note however that the majority of house developers
are individuals who build for their homes. This is buttressed by the fact that only 10% of the
population own 100% of the housing stock in Lagos, of which 86% is funded by household income
towards owner occupied houses; 10% is funded by public authorities, 3% by mortgage institutions,
and 1% by banks and business organizations. Therefore, the property developers cover the gap of
providing housing for all by providing mass housing. Nigerian property developers (on the whole)
usually prefer residential to commercial developments, as this has been found to be more
profitable and easier to dispose off. The nature of the business is very capital intensive, favoring
developers who are able to build larger estates and leverage scale to drive construction and
financing costs lower. The major players within this sector include:
1. Federal (ousing Authority F(A:
In a bid to spear head housing development in Nigeria, the Federal Government has in the past
embarked on development of various estates, through the Federal Ministry of Housing. In recent
times, the focus of the Federal Government has changed from real estate development to providing
an enabling environment for private initiatives in real estate development. There are however
81

some collaborative efforts with the private sector especially to provide accommodation for the
growing population of Abuja.
2. UAC Property Development Company Plc UPDC:
This Company has grown to be one of the foremost companies in the industry and remains the only
real estate company quoted on the Nigerian Stock Exchange. The company focuses on the high-end
luxury segment, with developments in Lagos and Abuja. Some of the estates and properties
developed by the company include: Treasure Gardens, Lekki, Lagos, Manor Gardens, Ikota, Lagos,
Niger Towers, Glover Road, Ikoyi, Lagos, Cable Point Estate, Lekki, Lagos, Hillview Estate, Gaduwa
District, FCT, Abuja, UACN Commercial Complex, Phase II, Abuja
3. HFP Engineering:
HFP Engineering is a subsidiary of Globe International Holdings S.A, an off -shore holding company
incorporated in Panama. The company focuses on all segments with developments all over Lagos.
Although HFP Engineering has been inactive in recent times, the following are major developments
by (FP: Victoria Garden City VGC, VGC Cemetery – a private cemetery, Aso Gardens,
Abuja,Mayfair Gardens, Ikota Shopping Complex. The company also built Dolphin Estate and
Adekunle Estate, both developments for Lagos State Property Development Corporation.
4. Lagos State Development and Property Corporation L.S.D.P.C:
Lagos State, through its housing agency LSDPC, is the most active in trying to provide affordable
housing to the citizens of the state. The corporation has successfully completed many estates in the
past, but its objectives of providing affordable housing units to the citizens of the state is still yet to
be attained as most of the structures are priced competitively and subsequently out of the reach of
the masses. The following are the major developments undertaken by the corporation in the past:
Femi Okunnu Estate III,Bola Ahmed Tinubu Estate, Agege, Oko-Oba Estate III, L.S.D.P.C Medium
Income Estate, Alapere, L.S.D.P.C Low Income Estate, Isolo, Alaka Estate, Surulere, Ijaiye Medium
Estate I and II 13
Nigeria has almost over 6,800 rooms under contract this year, which is about 2,000 above last
years, and there are still lots of prospects in the almost category. The recent new openings
include Radisson Blu, Legacy Hotels and Four Points by Sheraton. Those under construction
include IHG, Accor, Hilton and Protea; Protea has said they will increase their presence in Nigeria
from ten to fifteen in the next 3 years. Expectant new entries into the Nigerian market include
Mantis, Kempinski, Wyndham and Marriot. So far, 39% of the signed deal i.e. 2,644 rooms are
currently onsite construction while others are on pre-construction planning stage. 14
M. HALDANE MCCALL’S BUSINESS
I. Overview
The Companys strategy is to focus on the Nigerian real estate industry and establish a budget
brand of hotels. The group has honed its plans to launch budget hotels throughout Nigeria as part
of its hospitality business. To this end, it has already launched budget hotels in Lagos, Nigeria,
which will serve as prototypes for the entire West Africa region.
13 BGL 2010
14 http://w-hospitalitygroup.com/images/HOTEL%20GROUP%20DEVELOPMENT%20 PIPELINES%20IN%20AFRIC
A%202012.pdf)
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In order for Haldane McCall to be a successful company in the housing industry, the following
factors are considered critical to the success of a real estate development in Lagos and serve as
critical drivers:
• Capital – the availability of capital is essential to delivering a real estate project. The
construction process is very capital intense; hence the developer must have adequate capital to
execute the project within set timelines so as to avoid cost overruns and hedge against significant
fluctuations in the costs of construction materials.
The company is currently in discussions with debt financiers and has also received expressions of
interest from potential equity investors. The project concept has been well received, suggesting
that the financing required will be raised.
• Location – the location of a real estate development is paramount to its success in
terms of pricing and patronage. The development should be located in a geographical area that
provides the closest possible access to major transport networks and other physical infrastructure.
The location of the proposed low cost housing is at the Ikorodu axis which is the fastest growing
area of Lagos.
• Availability and adequacy of support infrastructure – the presence of high quality
physical infrastructure makes real estate developments very attractive to potential buyers and
tenants, and will provide adequate basis for optimal pricing. They are, therefore, essential to the
success of any real estate development.
The company´s hotels should include adequate infrastructure. This will include facilities such as,
good road network, drainage, waste disposal, power supply and security.
• Pricing – Optimal pricing is essential for executing a successful real estate project.
The pricing strategy should be set to attract a mix of potential buyers, compete in the market and
ensure profitability of the project. This will require thorough market research and knowledge of
price sensitivities of the target market. Service charges which are usually based on running costs
will need to be kept at a reasonable level.
The pricing of the (aldane McCall PLCs homes has been structured to appeal to the various
economic segments of the target market.
• Cost Efficiency – An efficient cost control system is essential to the success of any
real estate development. The cost of materials and overheads will have to be kept close to budget
so that they do not make the project unprofitable. Hedging instruments, such as forward
agreements with contractors, may need to be incorporated into agreements so as to reduce the
impact of inflation.
In delivering (aldane McCall PLCs homes, the company will ensure the selection of a reputable
construction company through a competitive bid process. The construction agreement will also be
comprehensive and provide for contingencies and clauses to mitigate against price risks. In
addition, world class project management skills, both pre-and post-construction will be adopted in
the management of the Haldane McCall PLCs Homes project.
• Layout & Design – a well laid out estate with aesthetic designs will attract good
patronage. A good layout will be one that ensures efficient use of space and reduction of overall
construction costs. Varied building designs will increase tenants/buyers options and hence,
increase the ability of the developer to maximize total sales/rental income.
83

The layout and design of the proposed Homes will adopt the latest building design concepts,
aesthetics and technology that are appropriate for the location.
• Marketing and Branding – a good and effective marketing strategy will be necessary
to operate in the real estate sector. The developer must deploy marketing strategies that highlight
the key strengths in the development. The strategies should be aligned to capture the target
market and effectively position the expected identity of the development.
Suru Homes has established a track record of delivery following the successful completion,
marketing and sales of its town houses. It will leverage its experience and alliances to ensure
smooth take-off of the houses. In addition, the company plans to attract patronage of the project
through an aggressive marketing and branding program.
• Strategic Alliances – the success of a large scale real estate project is partly
dependent on the strategic alliance between the developer and providers of technical services such
as construction companies, engineering firms etc. These alliances will give the developer better
control over the project and ensure an efficient and timely delivery of the project, contributing to
its overall success. In delivering the homes, the promoters intend to work with various service
providers, each with a proven track record in their area of expertise.
II. History and principal activities
Haldane McCall PLC is primarily a private equity management and investment company. The
company operates as Suru Group Ltd. principally as a management/financial intermediation and
investment company. The company was established as a pioneer sponsor of companies and
investments in seven major areas of operations in which the company has core competencies.
Haldane McCall PLC as the sole owner of Suru Group Ltd. since August 15, 2011, operates a growth
model patterned along both organic growth and acquisitions. Haldane McCall PLC has within its
fold, constituent companies, subsidiaries, investment holdings and relationships with local and
international affiliates.
Haldane McCall PLC was incorporated on February 03, 2011 as a public limited company. The
subsidiary Suru Group Ltd was founded by Edward Akinlade and incorporated on November 18,
2008 as a private limited company with focus on seven core areas of investment with a very
promising outlook. On August 15, 2011 Suru Group Ltd was merged into Haldane McCall PLC
through a Share Exchange Agreement. The management had earlier commenced trading in real
estate which later became the real estate sector of Suru Group Ltd.
The group had plans to invest massively in hospitality, real estate development, energy generation,
agriculture, mining, and financial services. The group had procured credit via its real estate arm
and invested in real estate and hospitality. It had successfully developed and marketed luxury
residential apartments in Ikeja GRA, an upper class neighborhood of the Lagos metropolitan area.
It still holds prime properties in this neighborhood for speculation and development.
The principal market of Haldane McCall PLC and Suru Group Ltd. is the real estate market, in
Nigeria specifically. In the hospitality sector, it has successfully brought to life tastefully furnished
three star hotels within the business segment of Lagos state, Nigeria. The hotel has a strategic
franchise relationship with Best Western, an international hotel brand to trade with its brand name
in West Africa. Under this relationship hotels are allowed to be trading as Best Western (otel.
The hotels are managed by African Sun, a South African company.
Multiple own budget hotels – Suru Express hotels – have been launched in Lagos. Providing a Best
Western standard in West Africa is the Company´s own set benchmark in order to be an attractive
choice in the business segment. The group plans to expand its existing footprint in the budget hotel
84

and luxury hotel segment in Africa in the near future. The strategy for the Company´s business is to
buy existing hotels, to invest and remodel them and finally to brand them, reducing construction
risk and increasing time to market for the business.
The Company has already identified a number of hotels in strategic locations and has commenced
negotiations with the current owners pending the conclusion of the funding process for the
business.
Haldane McCall`s investment activities in real estate were initially focused on the luxury segments
of the market and this gradually shifted to the low cost housing segment where there has been a
significant growth in demand for the last few years.
Lagos State, Nigeria, has an acute housing problem with an average household occupancy
of about ten persons. In addition, it has an average population density of 2,455 persons per
square kilometer, much higher than the national average.
The state also accounts for a significant portion of the GDP for the country as a whole.
Most projects are strategically priced to accommodate a wider income class especially at
the lower end of the market.
Concession agreements signed with state governments in the acquisition of land providing
access to cheaper land thereby reducing overall project costs.
Enhanced affordability through the provision of mortgage facility in one of the group
companies
Haldane McCall PLC recently sold its large portfolio of self-service apartments in the City of
London (UK), as a part of the risk minimization and general growth strategy
Haldane McCall PLC also owned majority stake in independent prolific microfinance bank.
The focus is on housing microfinance in Nigeria.
The company was originally envisaged to provide a whole gamut of services across various
industry segments but has branched out into the three operational areas below:
Real Estate & Construction
Hotels & Hospitality Services
Investments & Financial Services
85

III. Company strength
The competitive strengths of the company can be seen in the strong focus on real estate and the
establishment of a brand by means of cooperation with Best Western. HMK believes that the
Nigerian market has great potential and Haldane McCall PLC is pursuing it with vigor to ensure the
opportunities in the market are exploitedin order to create value for the business and its
shareholders. Haldane Mc Call PLC has great expertise in the Nigerian environment and has
focused on very good locations in Nigeria. HMK believes that there is a rising demand for business
hotels in Nigeria which is being met by the company.
IV. Employees
As of the date of this prospectus the Haldane McCall group has 249 employees. The average
number of the group´s employees is 259 in 2011, 216 in 2010 and 114 in 2009. Haldane McCall
PLC itself as a pure holding structure has no employees, except for its management.
There is no stock option plan in place for employees. Employees were issued stock (ranging from
1000 to a maximum of 10,000) as part of their package to be used towards their pension or against
when they leave the organization. A total number of 230,000 common shares was issued to the
group´s employees.
V. Material contracts
€ 38 million debt refinancing with Ecobank, Lagos:
Suru Worldwide Ventures Nigeria Ltd., a 100% subsidiary in the group, in September 2012
refinanced an older debt with Oceanic Bank through a new credit facility with Ecobank, Plot 21,
Ahmadu Bello Way, P.O. Box 72688, Victoria Island, Lagos Nigeria.
This loan of Naira 1.4 billion (€ 6,670,620 15 ) with an interest rate of 22% per annum has not been
paid back in April 2013. It has been replaced by a new loan contract with a new due date of June 15 th
2014and the second loan of Naira 6.8 billion (€ 32,400,200) with an interest rate of 23% per
annum is due by March 2018.
VI.
Research and development, patents and licenses
1. Research and Development
The Company´s business model does not require any R&D activities as it can mainly operate
adopting commonly used best practices in its core business areas.
2. Patents and Licenses
There is a Sublicense Agreement dated September 8, 2010 between B-W INTERNATIONAL
LICENSING, INC. and Suru Suites & Hotels Ltd, Lagos Ikeja Hotel in Lagos, Nigeria. The terms of the
franchise with Best Western is strictly linked to a 4% revenue share of the turnover recorded in
the branded businesses of the group. Further exact terms are subject to contractual confidentiality.
Best Western International, Inc. ("BWI") is a hotel chain/service organization and is the owner of
the name "BEST WESTERN" and certain trade names, trademarks, service marks, membership
marks, logos, insignias, slogans, emblems, symbols, designs, signs and other identifying
characteristics (collectively "Identifying Marks") which are associated with an international
reputation of excellence in lodging accommodations worldwide.
15 As of May 02 nd 2013 ; 209,88 Naira equal 1 EUR, source: www.oanda.com
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BW-Licensing is a master BWI sub licensee and has obtained the right to use the name "BEST
WESTERN" and the Identifying Marks for the purpose of developing a worldwide presence of
hotels operating under the name "BEST WESTERN". BWI, furthermore, has the right to appoint
sublicenses in various parts of the world including in the Federal Republic of Nigeria ("Nigeria").
As a sub licensee, Lagos, )keja (otel requested to obtain a license to use the name BEST
WESTERN and the )dentifying Marks for the purpose of operating a lodging facility known as
Lagos )keja (otel, Nigeria on September 8, 2010.
Other than the franchise agreement on the Best Western Hotel brand, there are no special patents
or licenses.
Suru Express (otels is a registered trademark of Suru Group in Nigeria.
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VII.
Property, production facilities, equipment
HMK production facilities, office building for own use and equipment from audited financials as of
December 31, 2012 (excluding any Investment Property):
13. Property, plant and equipment
Buildings, Plant and
Fixtures and
equipment fittings Total
€000 €000 €000
Cost
As at 31 December 2011 9,410 1,063 10,473
Additions in year 115 - 115
Disposals in year - - -
As at 31 December 2012 9,525 1,063 10,588
Depreciation
As at 31 December 2011 1,591 275 1,866
Additions in year 1,014 138 1,152
Disposals in year - - -
As at 31 December 2012 2.605 413 3,018
Net book value as at 31 December 2011 7,819 788 8,607
Net book value as at 31 December 2012 6,920 650 7,570
HMK production facilities, office building for own use and equipment from audited financials as of
December 31, 2011 (excluding any Investment Property):
In TEUR (audited)
Cost
Buildings,
Plant &
Equipment
Fixtures &
Fittings
Total
As at December 31, 2010 9,410 1,586 10,996
Charges for the year - - -
Disposals in year - 523 523
As at December 31, 2011 9,410 1,063 10,473
Depreciation
As at December 31, 2010 497 125 898
Charges for the year 1,094 150 1,244
Disposals in year - - -
As at December 31, 2011 1,591 275 1,866
Net book value as at December 31, 2010 8,913 938 10,098
88

Net book value as at December 31, 2011 7,819 788 8,607
Below, please find a list of the current real estate properties of the Company:
Properties Value €*
In GRA, Ikeja, Lagos:
12, Rev Ogunbiyi Street 5,454,545
13, Rev Ogunbiyi Street 4,772,727
16, Esugboyi Street 3,818,181
43, Remi Foni Koyode Street 3,863,636
Plot 14/16, Lodoke.Akintolo Street 3,863,636
Plot 8, Sosegbon Street 2,045,454
Plot 10, Sosegbon Street 2,045,454
Plot 12, Sosegbon Street 2,045,454
Plot 14, Obo Akinjobi Street 2,272,727
Plot 20, Obo Akinjobi Street 2,272,727
Plot 1, Oduduwo Street 2,272,727
Plot 4, Sowemimo Street 1,818,181
Plot 11, Adeyemo Alokijo Street 1,818,181
Plot 15, Adeyemo Alokijo Street 2,500,000
Plot 19, Adeyemo Alakija Street 1,818,181
Plot 21, Adeyemo Alakija Street 1,818,181
Plot 23, Adeyemo Alakija Street 1,818,181
Plot 3, Micheal Ogun Street 1,909,090
2, Sobo Arobiodu Street 2,728,885
In Ikeja, Lagos:
86, Opebi Road ( 8,272,727
49, Joel Ogunnaike Suru Express G.R.A. 2,500,000
12, Allen Avenue (Best Western Hotel, Lagos) 22,729,827
In other areas in Lagos
104, Alhaji Muritala Animashaun Close, Surulere, Lagos
375,000
Suru Express (otel Surulere
Suru lbeshe Low Cost Housing,
945,454
Owode - lbeshe Road, lkorodu, Lagos
Along Majidun- Awori Town, lkorodu, Lagos 3,409,090
Plot B, lkosi Road, Oregun lndustrial Estate, Lagos 2,727,272
Grand Total: 96,233,712
* Valuation as per Ubosi valuation report dating June 23, 2012, fair value assumption (not
distressed or forced sale). For the full report on the HMK assets please compare the valuation
report under Sec. X and the full report available at the issuers website.
89

VIII.
Investments
Suru Group Ltd. was set up to be the holding company operating out of Nigeria and focused on
Nigerian owned assets as well to be kept within a singular vehicle and to have the various
subsidiaries of Suru within one entity. Suru Group Ltd. has its management team who has
representation on the board and measures the performance of the subsidiaries.
Haldane McCall PLC was set up to take advantage of real estate, hotels and micro finance
opportunities across Sub Sahara and Europe. The board of directors differs from the board from
Suru Group Ltd.
1. Year 2009
Suru Group Ltd. initially received debt funding in the area of US-$ 100 million (€ 75,5 million 16 ),
which was partly repaid from business proceeds, partly refinanced with Oceanic Bank, now
EcoBank.
Suru Group Ltd. invested € 28.91 million in the acquisition of land in strategic locations in G.R.A.
Ikeja, Lagos in 2009 This land bank strategy was to control key locations within the central
metropolitan district of Lagos. This is the seat of the government in the commercial hub of
Nigeria. Due to pseudo governmental organizations, there existed derelict property on small
portions of expanse of land. Suru Group Ltd. acquired the derelict property in order to transform
it into prime land. Within 18 months Suru Group Ltd. owned about five hectares of prime land.
2. Year 2010
In 2010, Suru Group Ltd invested in hotels and searched for suitable properties across West
Africa. The Suru Express hotels were developed as a chain of quality and affordable budget
hotels across Nigeria. A typical hotel is a 20-30 room asset in a major Nigerian city offering clean,
comfortable and affordable hotel accommodation with modern facilities and standard
infrastructure including power supply. The hotel investments amounted to a total of € 26.19
million in 2010.
Hotels Uses Euro M
Best Western Lagos Ikeja completion cost 17.98
Suru Express Surulere Building and contractors mobilisation 0.75
Opebi Hotel , Hotel Building and contractors mobilisation 5.27
Suru express Ikeja GRA Building and contractors mobilisation 2.19
26.19
16 As of December 31, 2009; source: www.oanda.com
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Suru Group is running two hotels, namely Suru Express Surulere and Suru Express GRA Ikeja.
Suru Express Surulere is situated in the heart of the Lagos Mainland (Surulere suburb), the Suru
Express is a 21-room budget hotel. It offers comfortable guest accommodation in three
categories :the deluxe, standard and Express Gold rooms which are each fully air-conditioned
and fitted with a king-sized bed to make the guest as comfortable as it could be desired. With a
car-hire service to ease the guests transportation needs, -hour power supply (with a stand-by
power generating set), round-the-clock corporate guard services enhanced with a CCTV
surveillance system, the Suru Express offers to the public valuable services coupled with
professionalism in a medium-sized package with first-class facilities.
The same applies for the Suru Express GRA Ikeja 35-room budget hotel that is situated in the
heart of Lagos.
3. Year 2011
The most important investments for the business year 2011 for HMK include the following:
The investment of € 5.45 million in Spring Capital Markets resulting in the Group
owning 10% of the Business
The investment of € , in POD of Diamond for % of the Companys Equity
The investment of € 200,000 for 75% of the Equity in Prolific Microfinance Bank
The strategic investments were made at the most opportune period when the pricing levels in
the market was very low and it is expected that the companies will grow significantly over the
next few years.
The investments accumulated during 2011 in the three accounts are as follows:
Ownership % )N MEUR €
Spring Capital Markets 10% 5.45
POD of Diamond 15% 0.45
Prolific Microfinance Bank 75% 0.20
POD of Diamond Limited is a fast emerging company in the transportation and advertising
industries in Nigeria and indeed globally.
The company was founded by Philip Don Oriabure and a few colleagues in September of 2006.
They have combined decades of experience in product development, product initiation,
technological inventions, business management and corporate governance.
The business was fully incorporated on 12th of August, 2008 as a limited liability company with
the Corporate Affairs Commission(CAC) in Nigeria to carry on the business of transportation and
outdoor advertising at the core of its business. The company has the sole right to utilize the
specialized, patented screen for outdoor mobile advertising while transporting passengers and
clients from one destination to the other. The invented screens (DIAMOND SCREEN) which are
stationed on the roof of the taxis advertise goods and services on the go. POD of Diamond
Limited is uniquely engaged in mobile advertising while rendering impeccable transportation
service to the customers. Our competent staff remains at the echelon of our business.
Haldane McCall PLC owns 75% of a local bank, named Independent Prolific Micro Finance Bank
Ltd., which was incorporated on the 11th of June, 1991 by the Corporate Affairs Commission
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(CAC) with the registration certificate no: 1652221. The bank originally emerged from OGBA
Community Bank Nig. Ltd., located in Lagos State. Later, based on a provisional license (no.
0027), issued by the National Board of Community Banks (NBCB) the bank began its community
banking business on 25th of September 2004.
The bank is noted for the unequal business model and pro-active approach for diverse demands
of capital and different customer types. The Group is demonstrating an ethic approach, as lowincome
people are able to get credits to buy the Suru Suites low cost flats on a fair and affordable
condition base.
The portfolio covers in the first sector, being designed for the private customers, regular saving
products, children future saving accounts, people economic security savings, school fee accounts,
shares saving accounts, call/fixed deposit account, current account and zero cot current account
as customized financial products and services to specific target groups.
In a second major business category a range of loan products are offered:
Working capital loan (the product is specifically designed for traders, business men and –women
and micro business owners), LPO financing (funding transactions from blue-chip companies and
reputable organizations and prevailing lending rate), group support account for saving in
interest rates etc. and a consumer credit scheme.
A third category covers diverse services as transactions via electronic ATM, telephone banking,
pay as you earn (PAYE) and others. HMK plans to buy further banks, also to be positioned as
microfinance banks to achieve a regional presence long term.
4. Year 2012
All in all, after the sale of the London real estate HMK now focuses on Africa, especially Nigeria.
In 2012, Haldane McCall PLC pursues two mass housing projects :
1. Ibeshe low cost housing units : 9,821.378 m² / completed and delivered
2. Majidun low cost housing units : 84 hectares
The estimated project cost is 40.8 million US-$ (6.5 billion Naira or € 31.5 million 17 ) and the
estimated project value on completion is about 64 million US-$ (10.3 billion Naira or € 49.4
million 18 ).
A total of € 99,200 was invested into land acquisition for the Ibeshe project. In this project all of
the 25 homes have been completed and delivered to the customers by now.
The second project is earmarked for an area covering 84 hectares situated at Majidun within the
Ikorodu precinct of Lagos State. This project will have 1,000 housing units in blocks of flats with
standard amenities.
Ikorodu is a city and a local government area in Lagos State, Nigeria. Located along the Lagos
lagoon, it shares a boundary with Ogun State. In 2003, two additional local council development
areas were carved out of the old Ikorodu local government.
17 As of November 30, 2012; source: www.oanda.com
18 As of November 30, 2012; source: www.oanda.com
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Haldane McCall PLC started phase one of Majidun– a total of €. million was invested in the
acquisition of land for the Majidun project. To the date of this prospectus about 10% of the
project´s units were sold.
The Company has completed the investment necessary to move forward with the Majidun
projects. A new Suru Express hotel was opened in Ikeja in August 2012 (G.R.A. Ikeja).
Any further investment necessary for the actual housing construction work would be covered by
customer down payments and customer mortgage financing. Thus, the Company has planned no
further investments until the end of 2013. As of the date of this prospectus the management
bodies of the issuer have not made any firm commitments on future investments.
5. Year 2013
The stategy of the company is to focus on the real estate industry in Africa and to establish a
brand for budget hotels. The Group has perfected plans to launch budget hotels throughout
Nigeria as part of its hospitality business and will be acquiring 5 new properties that will be
renovated to the standard of Suru Express Budget hotels across the region in 2013. HMK is
already in discussions to also acquire 2 holiday hotels in Gambia that will be rebranded to Best
Western also in 2013. The company has already commenced the construction of the first phase
of the 1,000 units of low-cost residential estates. 500 units should be completed by the end of
2013.
Current Investments:
1.000 units of low cost residential estates (100% externally financed)
Planned:
5 Hotels (Suru Express)
2 Hotels (Bester Western in Gambia)
Resolved:
No Investments yet resolved.
IX. Legal and arbitration proceedings
Haldane McCall PLC and Suru Group Ltd. is currently not involved, and has never been involved,
in any court proceedings, arbitration proceedings or proceedings before administrative
authorities that, in the opinion of the Company, will have or recently had, a significant effect on
the net assets, financial position and results of operation of the Company. To the best of the
Companys knowledge and belief, there is also no threat of any such proceedings.
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N. REGULATORY ENVIRONMENT
This section provides an overview of the regulators and regulations governing the real estate
and the housing industry in Lagos State.
Housing and real estate activities in Lagos State are regulated at both the federal and state levels.
The regulation at the federal level is governed by the Federal Ministry of Housing and Urban
Development, Federal Mortgage Bank of Nigeria FMBN and Federal (ousing Authority
F(A.
At the state level, the sector is regulated primarily by the Lagos State Ministry of Physical and
Urban Development. This ministry is responsible for approval of building plans and layouts.
Regulators
The real estate and housing sector in Lagos State is regulated primarily by state government
agencies and, to a lesser extent, the federal government. However, some federal government
agencies also have regulatory influence on the activities of industry players. In addition,
professional bodies may influence activities of industry participants through their professional
regulations and pronouncements.
Federal Level
The major regulators at the federal level include:
Federal Housing Authority (FHA)
The F(A is responsible for proposing and implementing the federal governments housing
programs. The F(As specific functions include:
Developing and managing real estate on a commercial and profitable basis in all
states of the federation;
Implementing a sites and services scheme for the provision of serviced plots for the
benefit of all income groups;
Providing low-income houses in all states of the federation as may be approved and
funded by the federal government; and
Enhancing the pace of housing development beyond each citizens individual
capacity.
Federal Mortgage Bank of Nigeria (FMBN)
The FMBN is under the control of the Central Bank of Nigeria. FMBN, which took over the assets
and liabilities of the Nigerian Building Society, provides banking and advisory services and
undertakes research activities pertaining to housing. Specifically, the mandate of the FMBN is to
perform the following functions:
Collect, manage and administer the National Housing Fund;
Issue debt instruments;
Carry out research on housing patterns; and
Set standards in the mortgage financing industry.
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State Level
The regulators in the Lagos State housing and real estate industry are:
Lagos State Ministry of Physical and Urban Development
The ministry is the hub of town planning activities within the State and performs the following
functions:
Preparation and monitoring of development scheme;
Regional and urban planning;
Planning and approval of private estate developers scheme;
Approval of building plans and layouts;
Development, control and removal of illegal development;
Urban renewal programs and master/district plans for urban centers;
Site selection for government and private institutions;
Consultancy services for parks and playgrounds; and
Management of coastal zones and collaboration with new towns development
authority.
There is limited data from the relevant government agencies to rely on; however, a market
survey was conducted by Research International (a market research company based in Nigeria
(RI)) and Pison Housing Company (a real estate financial advisory firm on the Lagos State
housing market (Pison)). This survey forms the basis for estimating demand of the development
and understanding of the key demand factors with buyer values/preferences for Lagos State real
estate. The survey also deals with supply-sides ability to meet the project requirements
(Housing Gap Study).
O. SHAREHOLDER STRUCTURE
Newby Holding Ltd. holds 47,256,400 common shares. Newby is incorporated in the Seychelles
with IBC registration no. 105249. The Company's registered office is at Second Floor, Capital
City, Independence Avenue, P.O. Box 1312 Victoria, Mahe, Seychelles. Mr. Akinlade is the sole
shareholder in Newby Holdings Ltd. with 100 shares issued on March 21, 2012 against US-$ 100
(about € 74 19 ).
Mr. Akinlade additionally to his indirect holdings through Newby also holds 400,000 preferred
shares individually.
Thus Mr. Akinlade controls, directly or indirectly, a total of 47,656,400 shares, the equivalent of
83,36% against the 57,172,076common and preferred shares issued and outstanding in total at
the time of this prospectus. Mr. Akinlade controls directly or indirectly 47,656,400 shares or
83,36% of the 57,172,076 common and preferred shares in the Company. The major
19 As of March 21 2012; source: www.oanda.com
95

shareholder plus shares held by management and their families amount to a total holding of
47,673,400 or 83,39% of all shares issued and outstanding.
Mrs. O. Akinlade, Mr. Edward Akinlade´s wife, holds 37,500 common shares.
The director, Mr. J. Sadoh, holds 3,000; the director Mrs. F. Akere holds 4,000; the former
director Mr. Oluloye holds 6,000; and the company secretary Ayodeji Adewumi holds 4,000
shares.
The Company does not know of any person not a member of its administrative, management or
supervisory body holding an interest in the company that would be notifiable under the
applicable local (Isle of Man) law.
P. GENERAL INFORMATION ON THE COMPANY
I. Company name, registered office, financial year, duration
Haldane McCall PLC was established on February 3, 2011, under the laws of the Isle of Man, with
its registered office and business address at Acclaim House, 12 Mount Havelock, Douglas, Isle of
Man, IM1 2QG, registered under the Company House Registration Number: 006572V, ISIN
Number: )MBXZYZ. (aldane McCall PLC is both the legal and the trading name of the
Company. The financial year of Haldane McCall is the calendar year. The Company has been
established for an unlimited duration. The Company complies with the local Corporate
Governance Code and can be reached by telephone: +234 (0) 1740 0880.
As a company formed in accordance with Isle of Man law, Haldane McCall PLC is subject to the
provisions of the )sle of Man, Companies Act the Act, as amended and the regulations
made thereunder as well as other Isle of Man legal provisions. The Act, which came into force on
November 1, 2006, updated and modernized Isle of Man company law by introducing a new
simplified corporate vehicle. The new corporate vehicle follows the international business
company model available in a number of other offshore jurisdictions. The Act is based on
familiar concepts and, while it does not contain any novelties as such, it sweeps away a number
of the traditional company law formalities, including the concept of authorized share capital, the
requirement to hold an annual general meeting, the requirement to maintain capital (subject to
the company satisfying the solvency test (as defined in the Act)), the requirement to have a
company secretary, the prohibition on financial assistance being provided by a company for the
acquisition of its own shares and a number of compulsory registry filings. The Act is a
standalone piece of legislation. Companies incorporated under the Act are governed solely by its
provisions.
It is a requirement of the Act that every company incorporated under the Act has, at all times, a
registered agent in the Isle of Man. The registered agent is one of the key people responsible for
ensuring that a company is properly administered and various statutory registers and
documents have to be maintained at the office of a companys registered agent. In addition, only
the registered agent of a company is permitted to make certain filings with, and submit certain
applications to the Isle of Man Companies Registry.
Acclaim Limited, Acclaim House, 12 Mount Havelock, Douglas, Isle of Man, IM12QG, has the
responsibility for the accounting documents.
II.
Business purpose of the Company
Neither the Memorandum nor the Articles of Association give a statutory definition of the
business purpose and the company is under is applicable Isle of Man Companies Act 2006 not
96

obligated to make such a determination. It is left with the directors to determine the appropriate
use and goals of the Company from time to time in a manner that complies with the applicable
laws and the Company´s Articles of Association.
III. Haldane McCall group structure
The below subsidiaries are all subsidiaries of Suru Group Ltd. and since February 3, 2011 Suru
Group Ltd. is a 100% subsidiary of Haldane McCall PLC.
All Nigerian entities have been incorporated with the Corporate Affairs Commission, Abuja,
F.C.T. in Nigeria and all have their registered office at 2 Sobo Arobiodu Street, G.R.A., Ikeja, Lagos,
except where expressly stated otherwise.
Companies Activities Incorporated Owners
hip %
Suru Group Limited
Nigeria
28/11/2008 100%
Holding Company
Suru Suites and Hotels Limited Hotels 28/02/2008 100%
Suru Express Limited Hotels 22/05/2009 100%
Suru Homes Limited Real Estates 18/05/2008 100%
Suru Worldwide Ventures Limited Real Estates 23/02/2007 100%
Ind. Prolific Microfinance Bank Ltd.
9 Ijaiye Road, Sango, Agege, Lagos.
Independent Continuation Limited
3 Ajele Street, Lagos
Banking 18/03/2008 75%
Private Equity Fund 15/08/2008 100%
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Haldane McCall PLC
Suru Group Limited
Suru
Suites and
Hotel Limited
Suru Express
Limited
Suru
Homes
Limited
Suru Worldwide
Ventures Nigeria
Limited
Independent
Prolific
Microfinance Bank
Limited
Independent
Continuation
Limited
98

Q. INFORMATION ON THE SHARE CAPITAL AND APPLICABLE
PROVISIONS
I. Information on company shares and share capital
The issuance of the shares is based on the Isle of Man Companies Act 2006 and the Articles of
Association of HMK. Haldane McCall PLC has an equity capital of € 70,000,000 against a total of
57,172,076 shares issued and outstanding as of the date of this prospectus. These 57,172,076
shares are made up of 56,772,076 common and 400,000 preferred shares. Both classes are of no
par value, each with a pro rata share of the Companys equity capital. Since the companys equity
consists of no par value shares only there is only nominal capital and no reserve capital. All the
shares are fully paid up.
However, the directors are limited to issue no more than up to a total of 1,000,000,000 common
shares and 100,000,000 preferred. According to Section 4.1.1 of the Articles, all common shares
issued by the Company to date have the same voting right attached, one vote per one share.
Since the Shareholders Resolution dated March th 2013 also the preferred shares convey 1 vote
per each share. The shares are in registered form when certificated showing the names of the
owner. Therefore, the shares are securitized. The currency of the emission is the euro. With
regard to the transferability there are no restrictions.
The Company has not issued convertible or exchangeable securities or securities with warrants.
Haldane McCall currently does not have any acquisition rights or any obligation over authorized
but unissued capital. It may issue additional shares of different classes from time to time if the
Company so determines to finance further operational or inventory purposes and/or to cover
operational costs and/or losses in capital. No capital of any member of the Haldane McCall
Group is under option or agreed conditionally or unconditionally to be put under option.
II. Development of the equity capital
The Company was incorporated on February 3, 2011.On the date of incorporation, 1 common
share of no par value was issued against a consideration of 1 GBP.
On August 15, 2011, the Company acquired 100 % of the shares in SURU GROUP LTD., Suru
House, 2 Sobo Arobiodu Street, G.R.A, Ikeja Lagos, Nigeria. There it was resolved by the directors
and the majority shareholder of the Company, holding a general meeting, that the nominal
capital of the Company will be increased by € 70,000,000 by issuing 139,000,000 common
shares and 1,000,000 preferred shares, both of no par value and with title to dividend
distributions from August 1, 2011, and the transfer of 100% of the shares in Suru Group Ltd. be
accepted as in kind contribution of € 70,000,000 for the issue and allotment of the new shares.
On May 17, 2012 the company authorized the cancellation of the share certificate no. 147 with
245,901 ordinary shares formerly issued to Wakabayashi Fund LLC. These shares had originally
been issued to Wakabayashi as payment against a service contract. No services were delivered
and the contract was cancelled shortly after, at which point the shares were returned to the
Company and cancelled.
Between January 1, 2012, and the date of this Prospectus a total of net 2,430,190 shares
(972,076 post reverse split) have been issued against total contributions worth € 1,288 million.
With resolution from August 23, 2012 the company resolved that the company intends to raise
the net asset value per share of its shares to a minimum of € 1 (one Euro) and that all shares in
the Company, that-is to say, all the common and preferred shares, whether-in certificated or
electronic form, are to undergo a 2.5:1 share split, so that all shareholders in the Company will
99

eceive one share for every two and a half shares they held prior to the Board Resolution being
given effect to. The resolution was resolved to be executed by September 12, 2012. Each
shareholder now holds one share where there used to be 2.5 shares, leaving a total of
56,772,076 common shares plus 400,000 preferred shares.
With resolution from August 30, 2012 the company resolved that the Registrar of-Shares is
authorized from October 15, 2012 on to issue 20,000,000 common shares, in electronic form, in
the name of the Company and which are to be held as Treasury shares with the intention that
they should be applied towards the public offering.
As of the date of this Prospectus, the total number of shares issued and outstanding is
56,772,076 common and 400,000 preferred shares.
More than 10% of the currently issued and outstanding shares in HMK have been paid up with
assets (shares in Suru Group Ltd.) rather than cash. However, the validity of the valuation of the
totality of the 100% ownership in Suru Group Ltd. is confirmed by the audited financials of the
HMK and its subsidiary.
III. Applicable Provisions
The Articles of Association do not contain regulations on the mission and the objectives of the
company. The Company strives for being successful with real estate and housing projects in
Nigeria, it wants to establish a budget hotel brand.
The current version of the Articles of Association can be found on the company´s website
http://www.haldanemccallplc.com.
There are no special regulations in the Articles, statutes, charter or bylaw provisions, that deal
with an ownership threshold above which shareholder ownership must be disclosed.
The following is a description of the rights attaching to the Shares based on the Articles which
have been adopted by the Company.
The Articles and/or relevant provisions of the Act contain, inter alia, provisions to the
following effect:
1. General
A Share is personal property. In terms of the Act and the Articles, a Share confers on the holder
the right to one vote at a meeting of the Company or on any resolution of the members of the
Company, the right to an equal share in any dividend paid in accordance with the Act, and the
right to an equal share in the distribution of the surplus assets of the Company.
Under the Act and subject to any contrary provision in its memorandum and articles, a company
may issue more than one class of shares and may issue shares subject to terms that negate,
modify or add to the rights described in the first paragraph of this section.
The rights attaching to the Shares are set out in the Memorandum and the Articles which may
not be amended except pursuant to a resolution passed or requiring to be passed by Special
Resolution (a majority of not less than 75% of such shareholders as, being entitled so to do, vote
in person or by proxy). If at any time the Shares of the Company are divided into different
classes, the rights attached to any class may only be varied by Special Resolution of the
shareholders of that class.
As an entity registered under the Act, the Company is not obliged to have an authorized share
capital and it is not subject to statutory maintenance of capital requirements. Subject to the
Articles, the Company can generally pay dividends or otherwise make distributions of income or
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capital at any time provided that the Solvency Test prescribed by the Act is satisfied, namely,
that the Company is able to pay its debts as they become due in the normal course of the
Companys business, and that the value of the Companys assets exceeds the value of its
liabilities.
2. Voting rights
Subject to any special terms as to voting on which any Shares may have been issued, at any
general meeting every member who (being an individual) is present in person or (being a
corporation) is present by a duly authorized representative, not being himself a member entitled
to vote, shall on a show of hands have one vote. Since March 5 th 2013 also the preferred shares
confer one vote per each share - and on a poll every member present in person or by proxy or
(being a corporation) by a duly authorized representative shall have one vote for each Share of
which he is the holder. As such, major shareholders´ voting right are not any different..
When The Shares are divided into different classes the rights attached to any class may only be
varied by resolution of the shareholders of that class passed by a shareholder or shareholders
holding at least 75% of the voting rights exercised in relation thereto.
The Company may amend the Articles by resolution of the Shareholders.There are no further
regulations on the change of the rights of the shareholders that deviate from law, except where it
is mentioned in the prospectus and in the referred Articles of Associtaion that can be inspected
on the Company´s website http://www.haldanemccallplc.com.
3. Alteration of capital and Change of Control
The Company in general meeting may from time to time by Special Resolution alter its share
capital comprising shares with par value in any way and, in particular, may:
(a) consolidate and/or divide all or any of its share capital comprising shares with
par value into shares of larger or smaller nominal amount than its existing
shares; or
(b) redenominate all or any of such shares as shares with a par value
denominated in another currency on such basis as the directors see fit.
The Company may by Special Resolution reduce its share capital in any manner provided that
the directors are satisfied, on reasonable grounds, that the Company will, immediately after such
reduction, satisfy the Solvency Test.
The Company may purchase, redeem or otherwise acquire its own Shares for any consideration
provided that the Company continues to have at least one shareholder at all times. Unless Shares
are expressed to be redeemable, the Company may only purchase, redeem or otherwise acquire
them pursuant to (i) an offer to all shareholders which, if accepted, would leave the relative
rights of the shareholders unaffected and which affords each shareholder a period of not less
than 14 days within which to accept the offer, or (ii) an offer to one or more shareholders to
which all shareholders have consented in writing and in respect of which a resolution of the
directors has been passed which states that, in the opinion of the directors, the transaction
benefits the remaining shareholders and the terms of the offer are fair and reasonable to the
Company and the remaining shareholders. Any purchase, redemption or other acquisition of
Shares by the Company is also subject to the directors being satisfied on reasonable grounds
that, immediately thereafter, the Company will satisfy the Solvency Test.
The company has issued preferred shares that carry a voting right of 1vote per share like
common shares and might issue them again in the future. Preferred shares generally carry the
potential risk that a change of control in the company could be delayed, impeded, deferred or
prevented. The transferee should take careful note of this special risk. Moreover, there is also a
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isk that if the company issues preferred stock in the future, a change of control in our company
could be delayed, impeded, deferred or prevented. The potential issuance of preferred stock
could discourage potential acquisition proposals and could delay or prevent a change in control,
which may adversely affect the market price of our stock.
The Articles of Association do not contain restrictions on changes in capital more stringent than
required by Companies Act 2006. Furthermore, there are no special provisions that would have
an effect of delaying, deferring or preventing a change in control of HMK.
4. Issue of shares
Shares may be issued and options to acquire Shares may be granted at such times, to such
persons, for such consideration and on such terms as the Directors may determine. The
Directors are authorized, however, to issue no more than 1,000,000,000 Ordinary Shares of no
par value and 100,000,000 Preferred Shares of no par value.
A Share may be issued with or without a par value. A Share with a par value may be issued in any
currency. The par value of a Share with a par value may be a fraction of the smallest
denomination of the currency in which it is issued.
The Company is able to issue bonus shares and nil or partly paid shares.
The Company may make further allotments of Shares that rank or would rank as to voting or
distribution rights, or both, equally with, or in priority to Shares already issued in the Company,
having already issued Shares in the Company, but in doing so must first offer the new allotment
of Shares to each existing holder of Shares pro rata to the Shareholder's existing shareholding(s),
unless it has made an offer to each person who holds Shares in the Company to allot to him on
the same or more favorable terms a proportion of those securities that is as nearly as practicable
equal to the existing proportion in nominal value held by him of the share capital of the
Company; the existing voting rights; or the existing distribution rights, and the period during
which any such offer may be accepted has expired or the Company has received notice of the
acceptance or refusal of every offer made in accordance with section 36 (2) of the Act.
The pre-emption offer must remain open for acceptance for not less than 14 days from the date
that the offer is made, in accordance with section 36 (2) of the Act, in which the offer may be
accepted, during which the offer cannot be withdrawn.
There are no applicable pre-emption rights in respect of the issue of new shares under the
Act and none are contained within the Articles. Shares may be issued and options to acquire
Shares may be granted at such times, to such persons, for such consideration and on such terms
as the Companys shareholders may determine by Special Resolution.
5. Transfer of shares
No fee shall be charged for the registration of any instrument of transfer or other document
relating to or affecting the title to any share.
Shares may be transferred either in the case of shares in certificate form, by a written
instrument of transfer signed by the transferor and containing the name and address of the
transferee, in the case of shares in uncertificated form, through the acquisition of title to the
shares, as defined under the Companies Act 2006 Uncertificated Securities Regulations 2006
743/06.
The name of the transferee of the shares shall be entered into a register, in the case of certified
shares, upon the Company or the Companys registrar of shares receiving an instrument of
transfer complying with Article 11.1.1 of the Articles of Association, unless the directors resolve
to refuse or delay the registration of the transfer.
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In the case of uncertificated shares, the shareholder is entered into a register as outlined in
Section 3.8 of the Articles of Association. The directors may not resolve to refuse or delay the
transfer of a share unless the shareholder has failed to pay an amount due in respect of that
share.
The transfer of a share is effective, in the case of certified shares, when the name of the
transferee is entered on the register as set out in Section 3.7 of the Articles of Association, in the
case of uncertificated shares, when the transferee has obtained title to the shares according to
the Companies Act 2006 Uncertificated Securities Regulations 2006 743/06 and according to
Section 3.8 of the Articles of Association, which is and as would be evidenced by an entry on the
register, if title had related to units of that class of shares held in certificated form.
If the directors are satisfied that an instrument of transfer or Dematerialization Instructions
relating to shares have been signed but that the instrument or Dematerialization Instruction has
been lost or destroyed, as regards certificated shares, the directors may:
Accept such evidence of the transfer of shares as they consider appropriate and
Determine that the transferees name should be entered in the register of members
notwithstanding the absence of the instrument of transfer.
In relation to uncertificated shares, take such steps as they think fit in relation to
evidencing the transfer of title to uncertificated shares and re-allot such shares.
A person becoming entitled to a share in consequence of the death or bankruptcy of a
shareholder may, upon producing such evidence that the directors may reasonably require, elect
either to become the registered holder of the share by giving notice to the Company to that effect
or have some other person registered as the transferee by executing an instrument of transfer
even though such person is not a shareholder at the time of the transfer. Any instrument of
transfer of the shares must be in accordance with the provisions of Articles.
6. Dividends and dividend policy
The Company may, by a resolution of the directors, declare and pay a distribution by way of
dividend at such time and of such amount as the directors think fit if the directors are satisfied,
on reasonable grounds, that Haldane McCall will, immediately after the distribution, satisfy the
Solvency Test. The total of all dividends shall be apportioned per the total number of
participating shares issued and outstanding, proportionately to each respective holding during
any portion or portions of the period in respect of which the dividend is paid; but, if any
share is issued on terms providing that it shall rank for dividends from a particular date, that
share shall rank for dividend accordingly.
Dividends may be paid in money, shares or other property. The dividend entitlement arises on
December 1 st of each year.
No dividend payable in respect of a share shall bear interest against the Company. Any dividend
unclaimed for three years from the date when it became due for payment shall, if the
Board of Directors so resolves, be forfeited and cease to remain owing by the Company.
A dividend entitlement would normally become a debt due by the Company upon its approval
for payment by the shareholders. There are no specific dividend restrictions and procedures for
non-resident shareholders. The rate of dividend and method of its calculation, periodicity and
nature of payment is also not specified in the Articles: subject to the Solvency Test being
satisfied and compliance with its Articles (as described in this section), the Company may make
any dividend or other distribution.
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At present, the Haldane McCall Group intends to pay 20% of its annual distributable profits as
dividend. The Companys dividend policy will be primarily dictated by its financial and
investment needs. The payment of dividends will also be affected by the Groups financial
results for each period. In any event, the annual dividend payments by the Company cannot
exceed the amount recommended by the Board of Directors, none of whom are under an
obligation to either recommend or approve any dividend payments. Before recommending any
distribution, our board of directors may set aside such amounts from our profits as they deem
appropriate and as a reserve which, at their discretion, shall be invested in our business or other
opportunities.
Haldane McCall PLC is a holding company and has no direct operations. Our principal asset is the
share capital in Suru Group Ltd, which became a holding on August 15, 2011, and through which
we own the share capital of 100% of the assets and all of the equity interests, and which
principally operates our business. As a holding company, the level of the Companys income
and its ability to pay dividends depends primarily upon the receipt of dividends and
distributions from its subsidiaries. The payment of dividends by its subsidiaries is contingent
upon sufficient earnings, cash flows and distributable profits. We will only be able to pay
dividends from our available cash on hand and funds which we receive from our operating
subsidiaries.
For the years ended December 31, 2009, 2010 and 2011, the Company paid no dividends.
In the extra ordinary meeting of HMK from June 29, 2012 the Chairman informed the meeting
that the directors have recommended a dividend of € 0.0125 per share. The Chairman thereafter
proposed payment of € 0.0125 per share as dividend, with respect to and out of the profit for the
financial year ending December 31, 2012 that would be payable to the shareholders registered
in the Company's books at the close of business on June 30, 2012. Upon approval of the
consolidated financial statements for the year ending December 31, 2012, by the Companys
Board of Directors, the directors may again decide on a dividend payment.
7. Directors, Administrative, Management and Supervisory Bodies
The minimum of Directors is one and there is no maximum number.
A Director may be removed from office by a resolution passed at a meeting of shareholders
called for the purpose of removing the director or for purposes including the removal of the
Director or by a written resolution consented to by a shareholder or shareholders holding at
least 75% of the voting rights in relation thereto; or a resolution of the Directors.
The business and affairs of the Company shall be managed by, or under the direction or
supervision of the Directors. The Directors have all the powers necessary for managing, and for
directing and supervising, the business and affairs of the Company. The Directors may pay all
expenses incurred preliminary to and in connection with the incorporation of the Company and
may exercise all such powers of the Company other than those required by the Act or by the
Memorandum or the Articles to be exercised by the Shareholders.
Each Director shall exercise that persons powers as Director for a proper purpose and shall not
act or agree to the Company acting in a manner that contravenes the Act, the Memorandum or
the Articles. Each Director, in exercising powers or performing duties as Director, shall act
honestly and in good faith in what the Director believes to be the best interests of the Company.
Any Director which is a body corporate may appoint any individual as its duly appointed
representative for the purpose of representing it at meetings of the Directors, of any committee
of Directors or of Shareholders and with respect to the signing of consent or otherwise.
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The continuing Directors may act notwithstanding any vacancy in the Board. The Directors may
exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to
secure indebtedness, liabilities or obligations whether of the Company or of any third party. Any
written contract, deed, instrument, power of attorney or other document may be made or
executed on behalf of the Company by any person (including any Director) acting with the
authority of the Directors.
Unless otherwise specified in the Act or in the Memorandum or Articles, the exercise by the
Directors of a power given to them under the Act or the Memorandum or Articles shall be by a
resolution passed at a meeting of, or consented to in writing by, the Directors or any committee
of the Directors.
The Directors or any committee of Directors may meet at such times and in such manner and
places within or outside the Isle of Man as the Directors or any committee of the Directors may
determine to be necessary or desirable.
A Director may by a written instrument appoint an alternate who need not be a Director and the
alternate shall be entitled to attend meetings of the Directors or any committee of Directors (as
appropriate) in the absence of the Director who appointed such alternate and to vote or consent
in the place of the Director until the appointment lapses or is terminated.
Any action that may be taken by the Directors or a committee of Directors at a meeting may also
be taken by a resolution of Directors or a committee of Directors consented to in writing by a
majority of the Directors or by a majority of the members of a committee of Directors provided
that a copy of the proposed resolution is sent to all of the persons entitled to consent to it. The
consent may be in the form of counterparts, each counterpart being signed by one or more
Directors or by one or more members of the committee of Directors. There are no special further
regulations on the administrative, management and supervisory bodies in the Articles of
Association.
8. Committee
The Directors may designate one or more committees, each consisting of one or more Directors,
and delegate one or more of their powers, including the power to affix the Seal, to the committee.
Any such delegation may be made subject to any conditions the Directors may impose, may be
made collaterally with, or to the exclusion of, their own powers and may be revoked or altered.
The Directors have no power to delegate to a committee of Directors any of the following
powers :
to amend the Memorandum or the Articles;
to change the registered office or registered agent;
to designate committees of Directors;
to delegate powers to a committee of Directors;
to appoint or remove Directors;
to appoint or remove an agent to act on behalf of the Company;
to fix emoluments of Directors;
to approve a scheme of merger, consolidation or arrangement;
to make a declaration of solvency;
to make a determination that, immediately after a proposed Distribution, the Company
satisfies the Solvency Test; or to authorize the Company to continue as a company
incorporated under the laws of a jurisdiction outside the Isle of Man.
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9. Pre-Emption Rights
According to the Articles of Association the Company may make further allotments of Shares
that rank or would rank as to voting or distribution rights, or both, equally with, or in priority to
Shares already issued in the Company, having already issued Shares in the Company, but in
doing so must first offer the new allotment of Shares to each existing holder of Shares pro rata to
the Shareholder's existing shareholdings, unless it has made an offer to each person who holds
Shares in the Company to allot to him on the same or more favorable terms a proportion of those
securities that is as nearly as practicable equal to the existing proportion in nominal value held
by him of the share capital of the Company; the existing voting rights; or the existing distribution
rights, and the period during which any such offer may be accepted has expired or the Company
has received notice of the acceptance or refusal of every offer made.
Shares being offered in this way shall be offered at such price and on such terms as the Shares
are to be offered to other persons. Shares held by the Company as treasury Shares are
disregarded for these purposes, so that these Shares are not to be treated as forming part of the
Share capital of the Company.
Communication of the pre-emption offer will be made to the Shareholders of the Company in
electronic or hard copy form only where the Company holds the Shareholders address for the
service of notices on him, the name and address on the Companys members register or on the
Companys behalf.
The pre-emption offer must remain open for acceptance for not less than 14 days from the date
that the offer is made, in which the offer may be accepted, during which the offer cannot be
withdrawn.
10. Winding up
If Haldane McCall PLC is wound up, the surplus assets remaining after payment of all creditors
are to be divided among the shareholders in proportion to the total number of participating
shares issued and outstanding, per each shareholding respectively, subject to the rights attached
to any shares which may be issued on special terms or conditions.
If Haldane McCall PLC is wound up, the liquidator, with the sanction of a Companys resolution,
may divide among the shareholders in specie all or part of the Companys assets and may, for
that purpose, value any assets and determine how the segment can be carried out between the
members or different shareholder classes. The liquidator may, with a similar sanction, vest all or
part of the trustees assets in such trusts for the shareholders benefit with a like sanction.
Shareholders shall be compelled to accept any assets on which there is a liability.
11. Meetings and Consents of Shareholders
The directors may convene meetings of the Shareholders or any class of Shareholders at such
times and in such manner and places within or outside the Isle of Man as they consider
appropriate. Upon the written request of a Shareholder entitled to exercise 10% or more of the
Voting Rights in respect of the matter for which the meeting is requested, the Directors shall
convene a meeting of Shareholders or class of shareholders. When convening a
Shareholders´meetingthe Directors shall give not less than 14 days´notice of such meeting to the
Shareholders.
A meeting of Shareholders or a class of Shareholders held in contravention of the requirement to
give not less than days notice is valid if a Shareholder or Shareholders holding at least 90%
of the total Voting Rights on all the matters to be considered at the meeting have waived notice
of the meeting and, for this purpose, the presence of a Shareholder at the meeting shall
constitute a waiver in relation to all the Shares which that Shareholder holds. The inadvertent
failure of the Directors to give notice of a meeting to a Shareholder or the fact that a Shareholder
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has not received notice, does not invalidate the meeting. A Shareholder shall be deemed to be
present at a Shareholders meeting or a meeting of a class of Shareholders if that person
participates by telephone or other electronic means and all Shareholders participating in the
meeting are able to communicate with each other.
Subject to any requirement for a higher majority specified in the Act or in the Memorandum or
Articles, a resolution of the Shareholders or a class of Shareholders is passed at a meeting of
such Shareholders if it is approved by a Shareholder or Shareholders holding a majority of in
excess of 50% of the Voting Rights exercised in relation thereto.
To receive admission for a shareholders meeting it is necessary to have at least one share. Every
shareholder, irrespective of the size of the holding has the right to attend, be given notice of, and
to vote at general meeting.
12. Conflicts of Interests
A Director shall, forthwith after becoming aware of the fact that such Director is interested in a
transaction entered into or to be entered into by the Company, disclose the interest to the Board.
The only regulatory provisions that apply to a change in control of HMK are those set by the AML
Handbook (Isle of Man) which regulates how Registered Agents supervise companies they are
registered agents for. There are KYC (Know Your Customer) and CDD (Client Due
Diligence) requirements which required the identity of controlling shareholders to be verified
from an independent source. The thresholds usually applied are at 10 or 25% and above. These
however, are best classed as due diligence requirements rather than restrictions on becoming
a (controlling) shareholder.
V. Disclosure and notification obligations for shareholdings
There are no generally applicable disclosure and notification obligations for shareholdings in an
unregulated entity such as the Company under Isle of Man law, if the City Code is not relevant to
the company in question. The Companys Directors consider City Code not to be applicable to the
Company in the relevant factual circumstances.
Persons who in a publicly listed company are entrusted with executive functions according to
the German Securities Trading Act the Wertpapierhandelsgesetz or WpHG have to disclose
own businesses with shares of the issuer or derivatives to the issuer and to BaFin
(Bundesanstalt für Finanzdienstleistungsaufsicht). People who have a close relationship to such
a person with executive functions are also obliged when to disclose a deal when the total amount
of € 5,000 is exceeded per calendar year.
As a publicly listed company HMK is subject to the provisions of the WpHG, which contains
various notification requirements in connection with shareholdings in listed companies whose
country of origin (Herkunftsstaat) is Germany :
• A shareholder who reaches, exceeds or falls below, through purchase, sale or any other
manner, 3%, 5%, 10%, 15%, 20%, 25%, 30%, 50% or 75% of the voting rights in a listed
company must, without undue delay but within four trading days at the latest, submit written
notifications to the relevant company and to the German Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht) stating that it has reached, exceeded, or fallen
below the aforementioned thresholds and indicating its share of the voting rights. Upon receipt
of a notification submitted in this manner, the listed company must publish this notification
without undue delay, but within three trading days at the latest, in media for distribution in the
European Union and inform BaFin of such notification.
• A shareholder who reaches or exceeds %, 15%, 20%, 25%, 30%, 50% or 75% of the voting
rights in a listed company is obliged to inform the company within 20 stock exchange trading
days about (i) the financing sources for such investment and (ii) its investment purposes, unless
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this obligation has been dispensed with in the articles of association of the company, which is
not the case in the Company´s articles of association.
• A person who directly or indirectly holds financial instruments or other instruments that grant
the holder the unilateral right under a legally binding agreement to acquire previously issued
voting shares of a listed company, is subject to a notification obligation if it reaches, exceeds or
falls below the abovementioned thresholds. The WpHG provides also for an aggregation of such
hypothetical voting rights subject to reporting obligations and other holdings subject to
reporting obligations.
VI. Legal provisions
The issuance of the shares is grounded on the Isle of Man 2006 Companies Act. The Companies
Act the Act received Royal Assent on the October 16, 2006 and came into operation on
the November 1, 2006. The Financial Supervision Commission has been appointed Registrar of
Companies the Registrar by the Treasury and is responsible for the administration of the Act.
The Act is, with the exception of the provisions relating to liquidation and receivership, a stand
alone piece of legislation. Companies incorporated under it Act companies will co-exist
with present and future companies incorporated under the Companies Acts 1931-
Act Companies.
Key Features
A 2006 Act company has a number of key features including:
• no requirement for authorized share capital;
• no capital maintenance requirements subject to satisfaction of a solvency test;
• no prohibition on the giving of financial assistance;
• reduced compulsory registry filings;
• less prescriptive accountancy requirements;
• no distinction between public and private companies;
• simplified offering document requirements;
• the ability to have single directors and within certain restrictions) corporate directors;
• no requirement to hold an AGM;
• the availability of transfer of domicile procedures;
• re-registration procedures; and
• merger and consolidation procedures.
Shares
The Act provides that shares in a 2006 Act company may (without limitation):
• be convertible, common or ordinary;
• be redeemable at the option of the shareholder or the company or either of them;
• confer preferential rights to distributions;
• confer special, limited or conditional rights, including voting rights; and/or
• entitle participation only in certain assets.
)n addition, subject to any contrary provisions in a companys memorandum or articles, a
company may:
• issue bonus shares and nil or partly paid shares;
• issue shares with or without a par value;
• issue shares in any currency if the shares have a par value;
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• issue shares numbered or unnumbered; and/or
• issue fractional shares.
No certificated bearer shares are permitted.
R. CORPORATE BODIES AND MANAGEMENT
I. Board of executive directors and senior management
As of the date of this Prospectus, our board of directors is composed of Mr. Edward Akinlade,
Chairman/Group Managing Director; Ms. Folakemi Akere, Executive Director, Operations; Mr.
James Sadoh, Director; Ms. Olubukola Banjo, Executive Director,Hotels, Ayodeji Adewumi,
Company Secretary, Suru House, 2 Sobo Arobiodu Street, GRA, Ikeja, Lagos.
For the past five years: (i) there have not been any official public incriminations and/or
sanctions against any of the above named issuer´s management or directors by statutory or
regulatory authorities (including designated professional bodies) and (ii) they have never been
disqualified by a court from acting as a member of the administrative, management or
supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any
issuer; (iii) They were not involved in an insolvency; (iv) There were no convictions in relation
to fraudulent offences against the above named.
There are no conflicts of interest between any duties to the issuer and their private interests or
other duties in the administrative, management and supervisory bodies, except that:
Through his shareholdings, Mr Akinlade, the company´s CEO, irrespective of the voting behavior
of other shareholders, and even after the placement of all Offer Shares, is in a position, to
exercise considerable influence at the General Shareholders meetings and consequently over
decisions regarding measures which are presented for a vote at the General Shareholders
meetings (including the election of the Board and the approval of important capital measures).
Mr Akinlades interest as a major shareholder could conflict with his duties as CEO to act in the
best interest of the company and/or interests of other shareholders and he could exercise his
influence over the Company to the detriment of the Company and/or other shareholders, which
could have material adverse effects on the business, financial condition, and results of operation
of Haldane McCall. There are no prevention measures in place limiting his influence through his
voting rights as the majority shareholder.
There are no stock options in place for the management.
Mr. Edward Akinlade
Suru House 2, Sobo Arobiodu Street,
GRA, Ikeja, P. O. Box 6897, Ikeja, Lagos.
Mrs. Folakemi Akere
12, Ajileye Street Akoka, Ikeja, Lagos.
Mr. James Sadoh
Suru House 2, Sobo Arobiodu Street,
GRA, Ikeja, P. O. Box 6897, Ikeja, Lagos.
Ms. Olubukola Banjo
23 Opebi Road, Ikeja.Lagos
Ms. Ayodeju Adewumi
Chairman/Group Managing Director
Executive Director, Operations
Director
Executive Director, Hotels
Company Secretary
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No 4 Fakunle Street Somolu Lagos, Ikeja,
Lagos.
Edward Akinlade, Group Managing Director
Mr. Edward Ola Akinlade is a member of the Chartered Institute of Management Accountants
(CIMA) U.K. and the Institute of Chartered Accountants of Nigeria (ICAN). He studied accounting
at the South Bank University and also qualified as an accountant through the London School of
Accountancy.
Mr. Akinlade is highly competent in property finance and trading, and is versatile in the
origination, conception, structuring and completion of a wide range property development.
Edward is experienced in both the international and local markets. He pioneered the
development of cooperative upscale developments of luxury terraced housing units in the local
Nigerian market and has completely redesigned and developed the Ikeja GRA Lagos skyline. He
also possesses excellent advisory and project implementation skills.
In addition, he was a consultant with Capita Limited, a management consultancy firm focused on
the U.K. public sector. He had a broad range of roles which included providing financial
management support for U.K. government projects and cost center managers. Monitoring of
grants and preparation of financial statements and different returns amongst others, and also
worked with the Polly Peck Group as a revenue accountant. Mr. Akinlade is the founder of Suru
Group Ltd. and Haldane McCall PLC. Hence he worked from 2003 up until now as the CEO of
Suru Group Limited and since August 2011 also of Haldane McCall PLC.
Mr. James Sadoh, ED
James Sadoh is a multi-skilled professional who has had a strong career emphasis in the area of
financial services which has included and not limited to project finance, management, sales,
corporate finance and mortgage finance. He possesses superior management/people skills and is
highly motivated, dedicated, and conscientious with a determination to succeed. James has
excellent communication, organizational, leadership, negotiation and interpersonal skills.
Mr. Sadoh attended Saint Bonaventure University, N.Y, USA, where he majored in BA philosophy
pre-law and minored in Business Administration, he further attained a full CEMAP 1, 2 & 3
qualifications. He had his secondary education in both Switzerland and England between 1975
and 1982. He has undertaken courses and certification in mortgage and insurance training, MS
Front page 2000, JavaScript and visual Basic 5, Microsoft Windows NT4 Core Technologies,
Microsoft Windows 95 Network Support, PC Hardware and DOS Fundamentals. He also attended
a time management and human resources management seminar in 1993.
Mr. James Sadoh worked in Millers Outpost from September 1986 to February 1993; he
subsequently joined Mitchell/Titus & Co, where he served in various capacities between March
1993 and March 1996, in the United States of America. He later moved to the UK and joined
Centrust Management. He consulted as a support analyst from March 1996 to August 1997, after
having a stint there he proceeded to Churchill Finance where he worked as a Network
Administrator/DBA/Project Manager from September 1997 - May 2002. From June 2002 until
2009 he worked self employed as a mortgage advisor and from March 2009 up until now he
worked as an Executive Director for Suru Group. He presently serves as a director in numerous
companies.
Ms. Olubukola Banjo (Exective Director Hotel & Hospitality)
Olubukola Banjo is a highly ambitious and multi-skilled individual with a diverse and current
knowledge of trends with passion for Travel and Tourism. She has an MSc. International
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Tourism from the University Of Bedfordshire, Postgraduate Diploma Travel and Tourism
Pg(Dip) Travel and Tourism from the Ealing, Hammersmith and West London College and a BSc.
(Hons) Botany from the University Of Lagos.
She is also an approved trainer of Virgin Atlantic Fares and Ticketing 1 and 2(VA1 AND VA2)
under the Guild of Travel Management Companies and Confederation of Tourism and
Hospitality. She has a passion for tourism with interest in the hospitality sector and national
parks where she wrote her dissertation on "How Ecotourism can lead to sustainable
development at Gashaka-Gumti National Park, Taraba State". where she also did some ecological
studies at the same National Park. She has also done some studies on Worldmaking and
Globalisation, Heritage tourism, Stewardship tourism and Environmental Practices Ecotourism
and sustainable development.
She is a lover of environment-friendly practices. She started her hospitality career at the Hilton
London Heathrow, she moved to Gordon Ramsay Holdings, she also worked at the Grange St.
Pauls hotel, until her appointment at SURU GROUP she was working at the Hilton London
Kensington. Ms. Banjo worked before joining HMK on April 23, 2012 from March 2010 until
January 2012 for the Hilton London Kensington in the front office and from July 2008 until
January 2009 for Gordon Ramsay Holdings as a reservationist. She also worked for the Hilton
Hotels, Heathrow Airport Terminal 4 , UK as a front office receptionist in an internship from
January 2008 until June 2008 and for the William Hill Organization London, UK from September
2007 until December 2007 as a customer service assistant.
Mrs. Akere, Olawunmi Folakemi, Executive Director Operations (Ag.)
Ms. Akere Olawunmi Folakemi is a highly motivated professional with pragmatic experience in
qualitative management. She obtained a B.A (Hons.) degree from Obafemi Awolowo University
Ile-Ife in 1997. After graduation from the university, she worked in various reputable
organizations acquiring various experiences in management, administration and operations.
Folakemi is an articulate self-starter, a valued team player with innate ability to work under
pressure, multitasking; she is highly proactive. She has attended several management courses,
conferences and seminars. She joined Suru Group in 2007 and since then has handled the
operations of the organization with enviable professionalism. She is happily married with
children.
Mrs. Akere worked from July 2009 until the date of this prospectus for Suru Group Limited 2,
Sobo Arobiodu Street, GRA Ikeja, Lagos.
Executive Director, Operations
Ensures the day to day operations of a business run smoothly and effective methods are
put into place so that the company runs to maximum productivity.
Handling logistics of the organization preparing inventories, overseeing the supervision
of employees.
Harnesses a working environment which encourages team work, energy and creativity.
Having strong leadership and excellent problem solving skills along with good
communication skills.
Having to think on her feet, and make quick decisions with little hesitation.
Responsible and in charge of the implementation of business measures, new guidelines
or strategies.
Working jointly with other department heads, and head units, to improve the working
environment and business processes of a company
Strengthens clients relationships and ensure the successful continuance of business
operations.
Providing feedback, training and other team development exercises.
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Perform office management tasks.
Implementing measures to provide motivation for employees.
Implementing quality management and regulatory compliance strategies.
Review customer reviews and customer related statistics.
From July 2008 until July 2009 she worked as an administrative manager for Suru Group
Limited 2, Sobo Arobiodu Street, GRA Ikeja, Lagos. From June 2007 until July 2008 she worked
for Angel Media Global Services, 32 James Robertson Street as an Executive Manager (Business
Development & Administration).
Ayodeji Adewumi, Company Secretary
Ms. Ayodeji Adewumi is a chartered secretary and a member of the Institute of Chartered
Secretaries and Administrators of Nigeria. She is also an associate member of the Chartered
Institute of Arbitrators (UK) Nigeria Branch and the Nigerian Bar Association. She has practiced
as an advocate and solicitor of the Supreme Court of Nigeria in several law firms. She has a
wealth of experience in corporate and commercial legal practice. Until her appointment with
Suru Group Limited, she was a legal officer in a public quoted company.
Professional Qualifications
Institute of Chartered Secretaries and Administrators UK ( ACIS)
Chartered Institute of Arbitrators (UK) Nigeria Branch {Associate Member}
Nigerian Bar Association.
Work/Professional Experience
July 2009 – until the date of this prospectus SURU GROUP LIMITED No 2 Sobo Arobiodu GRA
Ikeja, Lagos, Nigeria.
Position- Group Company Secretary/Legal Adviser
Advising the Board and its committee on all legal and regulatory matters and Code of
Best Practice.
Providing legal, company secretarial services to the board and its committees.
Legal/contract drafting and review of instruments between company and other parties.
Transactional Negotiation, Structuring and documentation.
General and Corporate Secretarial functions to all the subsidiaries in the group.
Ensuring compliance with regulatory requirements including monitoring changes in
relevant legislations and the regulatory environment and taking appropriate action at all
times.
Liaising with external regulators and advisers, such as solicitors and auditors.
Coordination of the appointment of external solicitors, litigation, arbitration, negotiation
and conciliation, and other legal activities from external solicitors;
Handling of matters on the properties of the company e.g. Management, perfection of
title documents, negotiating and coordination of property acquisition by the company.
Liaison with regulatory authorities e.g. CAC, SEC etc;
Vetting of Bank Guarantees and Performance/advance payment bonds, Letters of Credit.
High Points-
Structuring of legal and financial framework for the resuscitation of Prolific Microfinance
Bank entailing liaison with the CBN and other regulatory bodies.
Restructuring of the companys debt portfolio with The Assets Management Company of
Nigeria (AMCON).
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Structuring legal and regulatory requirements for the development of units of terrace
and town houses.
Structuring legal and regulatory framework for the effective functioning of all
subsidiaries in the Group.
2007- 2009 Nigerian German Chemicals PLC, Plot 144 Oba-Akran Ikeja, Lagos, Nigeria.
Position – Legal Officer/ Executive Assistant to the Executive Vice Chairman.
Legal functions-
Trademarks registration and protection.
Regulatory and Statutory Compliance with government and regulatory bodies e.g. SEC,
NSE, CAC etc.
Liaising with external Solicitors and Company registrars.
Drafting and reviewing of contracts e.g. Distribution, License and Franchise agreements,
Memorandum of Understanding, supply agreements, service level agreements etc
Legal drafting, negotiation and review of instruments between company and other
parties.
General and Corporate Secretarial function.
Processing of expatriate quotas, Business permits, effecting the NOTAP Registration and
processing of investment approvals for the Company.
Organization and coordination of Annual General Meetings, Company Board meetings
and other statutory meetings.
Maintaining all necessary statutory books of the Company.
Corporate Administrative responsibilities.
Handling of Shareholder issues on behalf of the Company.
Administrative functions
Execute plans, programmes and policies of the Company.
Responsible for Supervision of Facility Maintenance and Administration.
Maintain records, prepare reports and compose correspondence relative to the office
and the Company.
Organisation and coordination of committee meetings.
Protocols and procurement of supplies for the Company.
Executive representation of the office of the Vice Chairman.
Liaising between the Executive Vice Chairmans office other departments and members
of the public.
2005 -2007 Matrix Solicitors, 6th Floor, UBA House, Marina
Position – Associate
Business establishment and Regulatory compliance – was involved in the establishment
of a joint venture company between a foreign and a Nigerian Company.
Transactional Structuring and Documentation
General Corporate Practice
Company Secretarial Practice
Drafting of Legal Opinion, legal documents and other processes and publications as
execution of clients instructions.
Land Transaction and Estate Administration.
Processing of expatriate quotas, Business permits, effecting the NOTAP Registration and
processing of investment approvals for clients.
Contract drafting and reviews.
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Civil and Criminal Litigation- Drafting of court processes including pleadings,
applications/motions, addresses/briefs of arguments, settling/compilation of records,
court appearances in both civil and criminal proceedings, conduct of trials e.t.c.
Arbitration-settling points of claim and defences, drafting of addresses and conduct of
trial in arbitral proceedings
Mr Olatunde Oluloye
Olatunde Olaitan Oluloye started his brilliant working career at the Riverside Hotel in Ibadan as
a hotel manager during and after his National Youth service Corps, following his HND degree in
hotel management. He has lectured at various Catering & Hotel Management Schools in Nigeria.
He joined the Lagos Sheraton Hotel and Towers, Lagos as a member of the management team
and participated actively in the Pre-Opening activities in 1985 and its subsequent Post-Opening
management. Olatunde was involved in on-the-job and guest service standards training of this
hotel. He was sent to the renowned The Hague Hotel School, The Hague, Netherlands (the world
best hotel school) by the Sheraton corporation headquarters in 1986 after which he proceeded
to Britain to work briefly at the Sheraton Skyline Hotel in Heathrow, London.
Olatunde later returned to the Lagos Sheraton Hotel and Towers in the senior management level.
He has travelled far and wide in Europe attending Sheraton Management Corporation
Headquarters designed workshops, seminars and trainings on management development, hotel
sales and marketing and the nitty gritty of successful management of hotels worldwide.
Mr. Oluloye is no longer director of HMK since June 24, 2012
Mrs. Idowu Olohigbe Iremiren
Mrs .Iremiren Idowu Olohigbe is a member of Chartered Institute of Taxation Associate Member,
and Institute of Chartered Accountants of Nigeria. She studied accounting at the Edo State
University, Benin City, Nigeria and obtained her Masters degree in Business Administration from
University of Nigeria, Nsukka.
Idowu was the Executive Vice Chairman with Prolific Micro Finance Bank Ltd until 2012. She has
worked in different banks, including (UBA PLC, ZENITH BANK, NNB INTERNATIONAL BANK,
CROWN MERCHANT BANK) with several managerial positions for 17years and her wealth
experience in operations; funds Management, customer relationship, business development and
strategy, marketing strategy and implementation will further strengthen the Group.
She has attended several courses in management, Customer Value and Care, Basic Credit
Analysis, Office Automation, Service Excellence, and Phoenix 2.5 version user Course.
Mrs. Iremiren left HMK on February 28, 2012.
II. Remuneration and benefits
We are currently considering entering into agreements with certain existing senior management
in order to memorialize the terms and conditions of their continuing service. Our board of
directors may resolve to approve such agreements prior to, or following, the completion of the
Offering. Any such service agreements may contain material terms as to remuneration, scope of
services and others. Mr. Edward Akinlade receives an annual remuneration of US-$ 100,000
(€ 75,000 20 ); the old director Mr. Oluloye received a contracted annual remuneration of € 26,400
plus shares in the value of € 7,500; Mr. James Sadoh receives € 5,460 plus shares in the value of
€ 3,750; Ms. Folakemi Akere receives € 11,880 plus shares in the value of € 5,000; Ms. Ayodeji
20 As of November 30, 2012; source: www.oanda.com
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Adewumi receives € 16,368 plus shares in the value of € 5,000 and the former director Mrs.
Idowu Iromiren received an annual remuneration of € 24,000. The remuneration of Ms.
Olubukola Banjo is € 14,000 per year. There are no stock options in place. There are no accruals
for pension payments or similar benefits. There are no agreements providing benefits upon
termination of employment with any of the members of the board or the senior management.
III. Board practices
Pursuant to the Articles of Haldane McCall PLC, directors serve indefinitely until death,
resignation or removal, whichever comes first. Directors may be removed by a written
resolution consented to by a shareholder or shareholders holding at least 75 % of the voting
rights or by a resolution of the directors.
The directors of Haldane McCall PLC have all the powers necessary for managing, directing and
supervising the business and affairs of the Company. Directors are obligated to disclose any
conflict of interest in the event of personal interest in transactions into or to be entered by the
Company to all other directors of the Company. Such interested director may vote on a matter
relating to the transaction, attend a directors meeting at which a matter relating to the
transaction arises and be included among the directors present at the meeting for the purpose of
a quorum, and he may sign a document on behalf of the Company, or do any other thing in his
capacity as a director that relates to the transaction. The interested director shall not, subject to
compliance with the 2006 Isle of Man Business Company Act, by reason of his office be
accountable to the Company for any benefit which he derives from such transaction. The
directors serve full-time until retirement.
S. RELATED PARTY TRANSACTIONS
We have entered into transactions with related parties, including our shareholders, our senior
management and companies of which our shareholders or senior management are the principal
beneficial owners. Our policy is to present the pricing, terms and conditions of such transactions
to our board of directors for review. Historically, our board of directors has consisted of our
director, Edward Akinlade, who is also our chairman and chief executive officer. Related party
transactions do not form any part of the turnover of Haldane McCall PLC.
Parties related to Haldane McCall have engaged with and presently engage in business and legal
relationships with companies of the Haldane McCall Group. However, there is no conflict of
interest between the administrative, management and supervisory bodies, except as specifically
stated in Sec. R.I.
T. RECENT DEVELOPMENTS AND OUTLOOK
Since the audited HMK financials of the 2011 business year the below stated material changes
have happened:
I. Sale of UK housing units in May 2012
On May 21, 2012 a former company of the Haldane Group, Crestwood Corporate Limited, which
is no longer in the Group, sold 97 London flats for 10,000,000 GBP to Harris Investments
Limited, 197 Main Street, Road Town, Tortola, British Virgin Islands.
II.
Sale of Crestwood Corporate Limited, 20-22 Cressingham Road, London SE13 5AG, UK
On June 6 th 2012 the before mentioned sale of property as well as the sale of the company
Crestwood Corporate Limited has taken place.
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III. Dividend payment in October 2012
The Company made a preliminary dividend payment or € 0.0125 per share towards the 2012
profits in October 08, 2012 based on the June 30, 2012, shareholdings – based on a shareholder
resolution dating June 29, 2012.
U. TAXATION
The issuer does not assume responsibility for withholding taxes at the source as far as permitted
by law.
I. Taxation in Germany
The following is a general discussion of certain German tax consequences that are or may
become relevant to shareholders who are German tax residents, i.e., persons whose residence,
habitual abode, statutory seat or place of effective management and control is located in
Germany, when acquiring, holding or transferring shares.
It does not purport to be a comprehensive description of all German tax considerations that
could become relevant for the decision to acquire shares and, in particular, does not consider
any specific facts or circumstances that may apply to a particular acquirer of shares including
the tax consequences of the acquisition or holding of shares by investment funds and tax-exempt
entities.
Furthermore, it does not deal with the German tax consequences in the event of corporate
actions relating to shares, for example: free distribution or bonus issue of shares, rights issues or
other capital reorganizations.
This summary is based on the laws of Germany currently in force and as applied on the date of
this Prospectus, which is subject to change, possibly with retroactive or retrospective effect.
Prospective purchasers of shares are advised to consult their own tax advisers as to the tax
consequences of the acquisition, holding and disposition of shares, including the effect of any
state or local taxes under the tax laws of Germany and each country of which they are subject to
tax. The specific tax situation of each shareholder can only be addressed adequately by means of
individual tax advice.
Withholding tax on dividends and capital gains
Dividends and capital gains from a disposal of shares received by German residents, individuals
or corporate holders might be, in principle and subject to certain exceptions, subject to German
withholding tax (Abgeltungssteuer) at a tax rate of 25% (plus solidarity surcharge and church
tax, if any) if the shares are kept in a custodial account with a German branch of a German or
non-German bank or financial services institution, a German securities trading company or a
German securities trading bank (each a Disbursing Agent, auszahlende Stelle). Dividends and
capital gains from a disposal of the shares received by German residents, individuals or
corporate holders do not trigger any German withholding tax unless the underlying shares are
kept in a custodial account with a German branch of a German or non-German bank or financial
services institution, a German securities trading company or a German securities trading bank.
Only the Disbursing Agent might be obliged to withhold German taxes at source. The tax rate is
25% (plus solidarity surcharge at a rate of 5.5% thereon, the total withholding runs 26.375%). If
the German shareholder is subject to church tax, upon application, a church tax surcharge will
also be withheld. However, the Disbursing Agent may credit any non-refundable foreign
withholding taxes deducted from dividends paid on shares against the German withholding tax if
certain requirements are met.
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The same treatment applies to capital gains, i.e., the difference between the proceeds from the
disposal, after deduction of expenses directly related to the disposal, and the cost of acquisition,
derived by a German resident or individual is subject to German withholding tax provided that
the shares have been held in a custodial account that the holder remains with the same
Disbursing Agent since the time of acquisition. To the extent the shares have not been kept in a
custodial account with the same Disbursing Agent since their acquisition, upon the disposal,
redemption, repayment or assignment withholding tax applies at a rate of 26.375% including
solidarity surcharge to 30% of the disposal proceeds unless the current Disbursing Agent has
been notified of the actual acquisition costs of the shares by the previous Disbursing Agent or by
bank statement or a financial services institution within the European Economic Area.
In computing any German tax to be withheld, the Disbursing Agent may, subject to certain
requirements and restrictions, deduct from the withholding tax any negative investment income
realized by the shareholder via the Disbursing Agent, for example losses from the sale of other
securities.
According to the German tax authorities, however, losses from the sale of shares can only be
offset against gains from the sale of other shares but not against other investment income, for
example not against dividends (Decree of the German Ministry of Finance dated December 22,
2009, BStBl. I 2010, page 94 (rec. 68, 123).
In addition, an annual allowance (Sparer-Pauschbetrag) of € 801 (€ 1,602 for married couples
filing jointly) applies to an investment income received in a given year and upon the holder filing
an exemption certificate (Freistellungsauftrag) with the Disbursing Agent, the allowance will be
taken into account when computing the amount of tax to be withheld. Similarly, no withholding
tax will be deducted if the shareholder has submitted a certificate of non-assessment
(Nichtveranlagungsbescheinigung) as issued by the competent local tax office to the Disbursing
Agent.
German withholding tax will generally not apply to capital gains realized from the disposal of
shares by a corporate shareholder. This exception from withholding tax applies to all cases
where the shares form part of a German business or a German business partnership, provided
that further requirements are met; for example, the shareholder has declared to the Disbursing
Agent that the shares form part of holder's German trade or business (Section 43 para. 2
sentence 3 German Income Tax Act).
Taxation of German residents or individuals holding shares as non-business assets
The German income tax on dividends and capital gains taxable under the flat rate tax regime that
a German resident derives from shares is, in principle, settled by the German withholding tax. To
the extent withholding tax has not been levied, for example because shares are kept in custody
abroad, the German resident shareholder must report his income and capital gains derived from
the shares on his tax return and then will also be taxed at a rate of 25% (plus solidarity
surcharge and church tax thereon, where applicable). Further, a German resident shareholder
may request that all investment income of a given year be taxed at a lower individual tax rate
based upon an assessment with a refund of any amounts which were overpaid. In each case, the
deduction of expenses (other than transaction costs) on an itemized basis is not allowed.
Taxation of shares forming part of a German business or a German business partnership of
German residents
If shares form part of a German business or a German business partnership of a German
resident, the German withholding tax, if any, will not settle the income tax liability.
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In this case, 60% of the dividends and capital gains are subject to German income tax levied by
way of assessment (Teileinkünfte-Verfahren). In addition, the full amount of dividends received
will be subject to trade tax unless the holder held shares representing 15% (or more) of the total
share capital of the underlying shares at the beginning of the respective calendar year subject to
certain further requirements being met.
60% of expenses incurred and 60% of a loss from the disposal of shares would generally be
deductible.
Similar rules for income tax purposes apply to gains and losses from the disposal of shares, if a
German resident, at any time during the five years preceding the disposal, directly or indirectly,
held shares representing 1% or more of the issued share capital of the underlying shares.
German withholding tax levied, if any, will be credited against the personal income tax of the
German shareholder.
CORPORATE HOLDERS
For corporate shareholders, subject to certain exceptions, dividends are exempt from corporate
income tax. However, 5% of the dividends are deemed non-deductible business expenses and
are thus subject to corporate income tax and solidarity surcharge thereon so that effectively only
95% of dividends received are tax-exempt.
Any foreign tax withheld from dividends would not be credited against a shareholders German
tax liability.
If shares form part of a German business, the full amount of dividends received will also be
subject to trade tax unless the holder held shares representing 15% (or more) of the total share
capital of the underlying shares from the beginning of the calendar year in which the dividend is
paid and subject to further requirements being met.
Capital gains from the disposal of shares by corporate shareholders are generally tax free.
However, 5% of the gains will be deemed non-deductible business expenses and are subject to
tax so that effectively 95% of the gains is tax exempt. Losses from the disposal of shares are
nondeductible.
Special provisions apply to banks, financial services enterprises, financial enterprises
(Finanzunternehmen), certain insurance companies and pensions funds.
SHAREHOLDERS RESIDENT OUTSIDE OF GERMANY (INDIVIDUALS, CORPORATES, FOREIGN
BUSINESS PARTNERSHIP)
Dividends and capital gains held by shareholders who do not reside in Germany are not subject
to German taxes, including German withholding tax, unless the shares belong to a German
branch or permanent establishment of the respective holder in Germany.
Attribution of undistributed income
Under certain circumstances, German tax law provides for the attribution of income derived by a
foreign corporation to its German shareholders. In particular, if the shares qualify for German
tax purposes as a participation in a foreign corporation with a passive income
(Zwischengesellschaft) or units of a foreign investment fund (ausländischer Investmentanteil),
German shareholders may also have to include into their taxable income undistributed earnings
under the Foreign Tax Act (Außensteuergesetz) or the Investment Tax Act
(Investmentsteuergesetz). German withholding tax may apply to such attribution of
undistributed income.
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Inheritance and gift tax
In general, German inheritance or gift tax with respect to a transfer of the shares will only arise
if, in the case of inheritance tax, the deceased or the beneficiary or, in the case of gift tax, the
donor or the donee is a Germany resident or the shares are attributable to a German trade or
business for which a permanent establishment is maintained or a permanent representative has
been appointed in Germany. Exceptions to this rule apply to certain German expatriates.
Other German taxes
No German stock exchange transfer tax, stamp duty or similar tax is levied on the acquisition, the
sale or other disposal of the shares. Furthermore, VAT does not apply to such transfers unless
the transferor is allowed to opt and actually opts for VAT to apply. Net wealth tax is presently
not levied in Germany.
II. Taxation in the Isle of Man
The following summary of certain Isle of Man taxation provisions assumes that the Company will
neither invest in land and property situated in the Isle of Man nor will it be carrying out licensed
banking activities. In addition, the following summary assumes that the Stuttgart Stock Exchange
will be regarded as a recognized stock exchange for the purposes of the attribution regime for
individuals ARI.
Companies resident in the Isle of Man are subject to Isle of Man income tax on their worldwide
income. The standard rate of corporate income tax is 0%. This rate applies to all profits derived
by trading and investment companies, except for profits arising from Isle of Man land and
certain banking activities which are subject to tax at 10 %.
Withholding tax is generally not imposed on dividends, interest and royalties paid by Isle of Man
resident companies. The ARI is a regime which prevents Isle of Man resident individuals from
using Isle of Man resident companies subject to 0% tax to avoid tax. The regime applies to Isle of
Man residents for "relevant" Isle of Man resident companies. A company which is listed on a
recognized stock exchange is not a "relevant" company and, therefore, the ARI does not apply to
such a company.
Persons resident in the Isle of Man will, depending upon their particular circumstances, be liable
to Isle of Man income tax on dividends received in respect of the underlying shares. Persons
residing outside the Isle of Man will not have liability to Isle of Man income tax on dividends
received in respect of the underlying shares.
There are no capital, stamp or inheritance taxes levied on the Isle of Man. No Isle of Man stamp
duty will be payable on the issue or transfer of, or any other dealing in the shares.
III. Taxation in the United Kingdom
The comments below are of a general nature based on current United Kingdom law and H.M.
Revenue & Customs published practice as at the date hereof. They describe the United Kingdom
withholding tax treatment of payments made in respect of the Certificates, and the extent to
which United Kingdom stamp duty and stamp duty reserve tax may be payable on the issue,
transfer and redemption of the Certificates.
The comments do not deal with other United Kingdom tax aspects of acquiring, holding or
disposing of Certificates. They relate only to the position of persons who are the absolute
beneficial owners of their Certificates and may not apply to certain classes of persons. They do
not necessarily apply where the income is deemed for tax purposes to be the income of any
other person. Any Certificateholders who are in doubt as to their own tax position, or who may
be subject to tax in a jurisdiction other than the United Kingdom, should consult their
professional advisers.
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The comments below are made on the assumption that:
(a) the Issuer is neither incorporated nor resident for tax purposes in the United Kingdom;
(b) the Certificates are not registered in a register kept in the United Kingdom by or on behalf of
the Issuer;
(c) payments made to Certificateholders in respect of the Certificates do not have a United
Kingdom source for the purposes of United Kingdom tax; and
(d) none of the Assets is or is an interest in or in respect of (i) land in the United Kingdom or (ii)
stock, shares or loan capital issued by a company incorporated in the United Kingdom or
registered in a register kept in the United Kingdom or, in the case of shares, paired with shares
issued by such a company or registered in such a register.
United Kingdom Withholding Tax
Payments made to Certificateholders in respect of the Certificates will be payable without
withholding or deduction for or on account of United Kingdom tax.
Information Reporting
Where a payment is made in respect of a Certificate to a Certificateholder (or to any person
acting on its behalf), by any person in the United Kingdom acting on behalf of the Issuer (a
paying agent, or is received by any person in the United Kingdom acting on behalf of the
relevant Certificateholder (other than solely by clearing or arranging the clearing of a cheque) (a
collecting agent, then the paying agent or the collecting agent as the case may be may, in
certain cases, be required to supply to H.M. Revenue & Customs details of the payment and
certain details relating to the Certificateholder (including the Certificateholders name and
address). These provisions will apply whether or not the payment has been paid subject to
withholding or deduction for or on account of United Kingdom income tax and whether or not
the Certificateholder is resident in the United Kingdom for United Kingdom taxation purposes. In
certain circumstances, the details provided to H.M. Revenue & Customs may be passed by H.M.
Revenue & Customs to the tax authorities of certain other jurisdictions.
Other United Kingdom Tax Matters
Any potential investor who is a United Kingdom tax payer must take their own professional
advice on the tax consequences for them of acquiring, holding and disposing of Certificates,
including on the potential application of the provisions of Chapter 5 of Part 2 of the Finance Act
2005 (Alternative finance arrangements). Chapter 5 of Part 2 of the Finance Act 2005 contains
provisions under which certain listed securities which meet specified criteria will, very broadly,
be treated for certain United Kingdom taxation purposes as if they were loans made to the issuer
on which interest and principal were repayable.
United Kingdom Stamp Duty Stamp Duty and Stamp Duty Reserve Tax SDRT
No Stamp Duty Reserve Tax should be payable on the issue, transfer or redemption of a
Certificate. No Stamp Duty should be payable on the issue or redemption of a Certificate. Any
instrument by which a Certificate is transferred on sale which is executed in the United Kingdom
or which (if not executed in the United Kingdom) relates to any matter or thing done or to be
done in the United Kingdom may be subject to Stamp Duty on the sale consideration at a rate of
0.5%.
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V. GLOSSARY
Advisory Board
The Advisory Board of the Company
Articles
BaFin
Board of Directors
The Articles of Association of
Astra Resources Plc.
Bundesanstalt für
Finanzdienstleistungsaufsicht (Federal
Financial Supervisory Authority)
The Board of Directors of the Company
BVI
CAGR
CEO
City Code
Company
Director/director
The British Virgin Islands
Compounded Annual Growth Rate
Chief Executive Officer
City Code on Takeovers and Mergers
issued by the UK Panel on Takeovers
and Mergers
Haldane McCall Plc. with its
registered offices
A member of a Board of Directors
EEA
European Economic Area
€ / EUR Euro (s)
EU
European Union
External Data Information which are taken from
industry reports, market research
reports, generally available information,
commercial publications and other
G - 1

studies by third parties
FY 2008/2009/2010/2011 Financial year ended December 31,
2008/2009/2010/2011
Group The Company, together with its
subsidiaries on a consolidated basis
GDP
Gross Domestic Product
Holder
The person or persons recorded in the
Register as holder for the time being of a
Share
IPO
Initial Public Offering
ISIN International Securities Identification
Number
Memorandum
The Memorandum of Association of the
Company
Mio.
Million
Offering, The
The public offering in Germany and other
EU countries of common shares
Proceedings
Any legal action or proceedings arising
out of or in connection with the Shares.
Prospectus
The Prospectus relating to the Offering
and the Listing
Register
The register maintained, or caused to be
maintained by the Company´s registrar
and by the registered agent in respect of
share ownership in respect
thereof, and the names and addresses of
Holders
Regulation 809/2004 Regulation (EC) 809/2004 of the
European Commission
Regulation S
Regulation S under the U.S. Securities Act
of 1933
G - 2

Securities Act The U.S. Securities Act of 1933
SME
Small and Medium Sized Enterprise
Transferee The person to whom shares in a
company are transferred to under a
scheme or contract, with squeeze-out
provisions in the Act applying to the
transfer
U.K.
U.S.
VAT
United Kingdom
United States of America
Value-Added Tax
G - 3

W. FINANCIAL SECTION
HMK – Audited Financial Statements Jan 1 through Dec 31, 2012 F- 2
HMK – Audited Financial Statements Feb 3 through Dec 31, 2011 F-30
Suru Group – Audited Financial Statements 2011 F-59
Suru Group – Audited Financial Statements 2010 F-85
F – 1

2012
HMK
Annual
Report
F – 2

Content
Page
1. Corporate Details 3
2. Directors’ Report 6
3. Board of Directors’ 10
4. Statement of Directors’ responsibilities 13
5. Independent auditors’ report 14
6. Consolidated statement of comprehensive income 16
7. Consolidated statement of financial position 17
8. Consolidated statement of changes in stockholders’ equity 18
9. Consolidated cash flow statement 19
10. The notes to the consolidated financial statements. 20
F – 3

Corporate Details
Registered office
Acclaim House
12 Mount Havelock
Douglas
Isle of Man
IM1 2QG
Lagos Office
Suru House
2 Sobo Arobiodu Street
Ikeja GRA
Lagos
Nigeria
Registered number
Incorporated in Isle of Man under
The Companies Act, 2006,
Number 006572V.
Auditors
Ayoola Oladeji and Co
46 Olowu Street
Ikeja, Lagos
Nigeria
Solicitors
Dele Ojogbede and Co
8/10 Broad Street,
Lagos, Nigeria
F – 4

General Information Listing information
Shared Admitted
ISIN
Share ID Number (WKN)
Haldane McCall PLC
IM00B7XZY39
A1J3U8
Stock Exchange Symbol Code HMK1
Type of Shares
Registered Shares
Registration Number Incorporated in Isle of Man under the companies Act, 2006.
Number 006572V
Sector
Hotel, Real Estate and Banking
Date of opening Price Quote 30th September 2011
Stock Exchange Listing
Market Segment
Market Maker
Stuttgard stock Exchange
Open Market
Renell Wertpapierhandelsbank AG
Number of Total Shares
56,772,076 common stock and 400,000 preferred stock
Nominal Capital € 71,465,095
No. of Employees
Continuous Quotation
Investor Relations
249
YES
Computershare
F – 5

Current Portfolio
Hotels
Real Estates
Financial Services
F – 6

Directors’ Report
“The Group profit after tax grew by 60.1% increasing to €5.882millions in the represented period from
€3.665 million of the 12-months period to December 2012. With the global recovery on course, we
expect a better business horizon with a numbers of opportunities across West African for an agile and
nimble group such as ours to take. ” Edward Akinlade
Financial highlights
Total turnover of €21.417m higher than expected (31 December 2011: €23.2.m)
Occupancy increased by 8.1% (31 December 2011: increased by 7%)
Profit after tax was €5.882m (31 December 2011: €3.655.m)
Operating within banking covenants
LTV across the portfolio as at 31 December 2012 of 36% (31 December 2011: 45.9%)
Earning per share 0.10€ (31 December 2011: 0.026€)
s per share 1.40€ (31 December 2011: 0.53€)
Cash balance of €2.9m (31 December 2011: €6.7.m)
paid an interim and final dividend of €1.780 million to shareholders
€119m)
Business of the Group
Haldane McCall PLC was incorporated in February 2011 and merged with Suru Group Ltd (“SGL”).
SGL was incorporated in November 2008 as a private limited company.
The management had earlier commenced trading in real estate which later became the real estate
sector of SGL. The group had procured credit via its real estate arm and invested in real estate,
hospitality and financial services and manufacturing.
Haldane McCall PLC owns and operates among others, the Best Western Hotel Brand in Nigeria,
Suru Express Hotels in West Africa, Suru Homes Limited and Independent Prolific Micro Finance
Bank.
Introduction
F – 7

I am pleased to announce the Group's full year results for the year to 31 December 2012. The Group
has reviewed all existing business process with a view to increasing efficiency, improving automation,
and consequently providing our customers with more convenient and speedy services. We believe
that with increased understanding of roles and responsibilities, our staff will be better empowered to
deliver services that will meet and exceed the expectations of our customers. These improvements will
eventually dovetail into reduced operational costs and ultimately profits.
Results
Turnover for the period was €21.4 million and profit after tax was €5.9 million, both better than our 5
years projected figures after adjusting for imparts of assets disposed during the year. As at 31
December 2012, the portfolio of properties was revalued at €110 million. This is €7.4 million higher
than that stated in the financial statements; this will be fully reflected in the 2013 year financial
statements.
During the year ended to 31 December 2012 net capital expenditure was €6.3 million, with the Group
investing in upgrading the portfolio, due to the initial development phase of the business being
largely completed at the end of 2012.
The Company's cash reserves at the period end were €2.9m (2010: €6.7m) down mainly due to loan
repayments and all bank facilities were operating within covenants.
Net Asset Value (NAV)
The portfolio has been independently valued by Ubosi Eleh and Co, Chartered Estate Surveyor as at
31 December 2012 at €110 million.
Group Borrowing and Finance Expenses
As at 31 December 2012 Haldane McCall PLC's borrowings, excluding capitalized loan costs, totalled
€39.6 million (31 December 2011: €54.8m) representing an LTV of 36% (31 December 2011: 45.9%).
The group repaid about €16m during the year to reduce its total borrowing, however rates rose from
18%pa to 23%pa resulting in finance expenses of €6.5m. The Board is however confident that the
Group has the flexibility to manage its borrowings and to conclude negotiations for loans swap and
arrange lower rates with lenders in 2013.
Divestments
During the year, the group successfully divests from the London short let markets and its investment
in Johnson Products Nigeria Limited that resulted in an exceptional gain of €3m.
Share Re-denomination
The Board of Directors has pass the Resolution dated 23rd August, 2012 for all the common and
preferred shares in the Company, in both certificated and electronic form to undergo a 2.5: 1 share
split. Current shareholders will continue to hold shares in proportion to their current holdings. The
resolution was passed in order for the nominal value of each share to be increased to €1.25(EUR) as
the company is now applying to upgrade from the First Quotation Board of the Frankfurt Stock
Exchange, to Entry Standard.
Asset Management
F – 8

As the leading operator of branded businesses, The Group provides flexible solutions to both business
and private clients market in West Africa, Haldane McCall PLC remains in a good position. During
the period the Asset Management team continued successfully to implement the strategy of increasing
occupancy and driving efficiency levels across the portfolio.
German Listing and IPO during 2013
Following the closure of the Open Market of the Frankfurt Stock Exchange during December 2012, The
Group was able to maintain its listing on the Stuttgard Stock Exchange. During 2013 the Group
intends to issue up to 20m new shares after approval of its Public Offering Prospectus by BaFin, the
German Federal Financial Services Supervisory Authority. The group intends to use the proceeds
from the capital increase for accelerating its growth through expanding its portfolios in hotels, real
estates, and microfinance bank.
Dividend
During the year the company paid an interim and final dividend of €1.780million to shareholders on
its register as at 30 June 2012, however some shareholders elected to reinvests the dividend in the
company. We will continue to review our dividend policy and expect a progressive dividend once it
is prudent to do so.
Directors
The directors that served during the year
Date Appointed
Date Resigned
Numbers of
ordinary shares
in which
interested
Edward Akinlade (directly hold) 03 Feb 2011 400,000
Olatunde Oluloye 03 Feb 2011 5 Apr 2012 6,000
James sadoh 09 Oct 2011 3,000
Amin Haq 06 Mar 2012 -
Folakemi Akere 11 Nov 2011 4,000
Ayodeji Adewunmi 11 Nov 2011 4,000
Olubukola Banjo 14 May 2012 -
Remuneration report
During the year the Company entered into contract of appointment with each of the Director. During
the period the Directors were entitled to receive the full annual emoluments in the form of fees. The
following fees were received by the Directors:
03 Feb 2011 to
31 December 31 December
2012 2011
€ €
Edward Akinlade 60,000 8,000
Olatunde Oluloye 3,000 5,000
James Sadoh 2,000 -
Amin Haq 2,000 -
Folakemi Akere 15,000 5,000
Ayodeji Adewunmi 29,000 5,000
Olubukola Banjo 13,000 -
F – 9

124,000 23,000
Substantial shareholders
At 31 December 2012, the following shareholders had substantial interests in the issued share capital
of the Company
Shareholders
Numbers of
shares in which
interested
% of share
capital of the
Group
Newby Holding Limited (Indirectly for Edward Akinlade) 47,256,400 82.66
Edward Akinlade (preferred) 400,000 0.70
Financial Solution St Gallen AG 820,000 1.43
Phillip Consulting SA 213,000 0.37
Free float 8,482,676 14.84
57,172,076 100.00
Auditors and disclosure of information to auditors
The Directors who held office at the date of approval of the financial statements confirm that, so far as
they are each aware: there is no relevant audit information of which the Group's auditors are unaware;
and each Director has taken all the steps that he ought to have taken as a Director to make himself
aware of any relevant audit information and to establish that the Group's auditors are aware of that
information. Ayoola Oladeji and Co. have indicated their willingness to continue in office as auditors
and a resolution proposing their reappointment will be proposed at the Annual General Meeting.
Haldane McCall Outlook
Trading conditions in Germany are improving; the German economy is forecasting a strong export-led
recovery and this will improve confidence amongst our core shareholder base. Importantly, we now
have in place a structure to take advantage of a recovering German economy.
Edward Akinlade, 15 February 2013
Chairman and GMD
F – 10

Board of Directors’
The Group currently has an investment team which comprise of directors with wide range of
experience:
Our team
Mr. Edward Ola Akinlade
Mr. James Sadoh
Mr. Amin Haq
Mrs. Folakemi Akere
Mrs. Ayodeji Adewumi
Olubukola Banjo
Chairman/Group Managing Director
Director
Non Executive Director
Director
Group Secretary
Director
Edward Akinlade, Chairman/Group Managing Director
Mr. Edward Akinlade is a member of the Chartered Institute of Management Accountants (CIMA)
U.K. and the Institute of Chartered Accountants of Nigeria (ICAN). He studied accounting at the
South Bank University and also qualified as an Accountant through the London School of
Accountancy.
Mr. Akinlade is highly competent in property finance and trading and is versatile in the Origination,
Conception, Structuring and Completion of a wide range Property Development. Edward is
experienced in both the international and local markets. He pioneered the development of cooperative
upscale developments of luxury terraced housing units in the local Nigerian market and has
completely redesigned and developed the Ikeja GRA Lagos skyline. He also possesses excellent
advisory and project implementation skills.
In addition, he was a Consultant with Capita Limited, a Management Consultancy firm focused on the
F – 11

U.K. Public Sector. He had a broad range of roles which included Providing Financial Management
Support for U.K. Government Projects and Cost Centre Managers.
James Sadoh, Director
James Sadoh is a multi-skilled professional who has had a strong career emphasis in the area of
financial services which has included and not limited to project finance, management, sales, corporate
finance and mortgage finance. He possesses superior people management skills and is highly
motivated, dedicated, and conscientious with a determination to succeed. James has excellent
communication, organizational, leadership, negotiation and interpersonal skills.
James attended Saint Bonaventure University N.Y, USA, where he majored in BA philosophy pre Act
2006 and minored in Business Administration, he further attained a full CEMAP 1, 2 &3 qualifications.
He had his secondary education in both Switzerland and England between 1975 and 1982. He has
undertaken courses and certification in mortgage & insurance training, MS Front page 2000, JavaScript
and visual Basic 5, Microsoft Windows NT4 Core Technologies, Microsoft Windows 95 Network
Support, PC Hardware and DOS Fundamentals. He also attended a Time Management and Human
Resources Management Seminar in 1993.
Mr. James Sadoh worked in Millers Outpost from September 1986 to February 1993; he subsequently
joined Mitchell/Titus & Co, where he served in various capacities between March 1993 and March
1996, in the United States of America. He later moved to the UK, and joined Centrust Management
Consultant as a Support Analyst from March 1996 to August 1997, after having a stint there he
proceeded to Churchill Finance where he worked as a Network Administrator/DBA/Project Manager
from September 1997 - May 2003. He presently serves as a director in numerous companies.
Amin Haq, Non Executive Director
Mr Amin Haq is a first class International banker, from 1966 to 1992 he managed International Banks
in Asia, Europe and across the United Kingdom providing full International Banking service.
Currently with AZ Consultants, London, as Managing Partner. and Oriental Finance & Investment
(HK) Ltd, Hong Kong as CEO with offices in Changzhou City near Shanghai. The company arranges
funding for trade related transactions for trading companies and turnkey projects in various countries
in Europe, Asia, Far East, Africa, South & North America.
Mr Haq attended Khulna Zilla School, Daulatpur College and holds a B. Sc from the University of
Dhaka. He has attended various professional training courses including Human Relations and
Management at National Institute of Public Administration, Dhaka, Advanced Credit/Risk Asset
Management Course for Managers, Management Course ‘Bankers as a Leader’, UK. Developing and
Appraising Staff. UK. He attended a seminar on investment in emerging markets organised by World
Bank & IMF in New York on invitation from IMF. He is married with children.
F – 12

Mrs. Folakemi Akere, Director
Mrs Akere Olawunmi Folakemi, a highly motivated professional with pragmatic experience in
qualitative management. She obtained a B.A (Hons.) degree from Obafemi Awolowo University Ile-Ife
in 1997. After graduation from the University, she has worked in various reputable organizations
acquiring various experiences in Management, Administration and Operations.
Folakemi is an articulate self starter, a valued team player with inmate ability to work under pressure,
multitasking and highly proactive. She has attended several management courses, conferences and
seminars. She joined Suru Group in 2007 and had since been handling the operations of the
organization with enviable professionalism. She is happily, married with children.
Mrs. AyodejiAdewumi ,Group Secretary
Mrs Ayodeji Adewumi is a Chartered Secretary and a Member of the Institute of Chartered Secretaries
and Administrators of Nigeria. She is also an Associate Member of the Chartered Institute of
Arbitrators (UK) Nigeria Branch and the Nigerian Bar Association. She has practiced as an Advocate
and Solicitor of the Supreme Court of Nigeria in several law firms. She has a wealth of experience in
Corporate and Commercial Legal practice. Until her appointment with SURU GROUP LIMITED she
was Legal Officer in a public quoted Group.
Olubukola Banjo, Director
Olubukola Banjo is a highly ambitious and multi-skilled individual with a diverse and current
knowledge of trends with passion for Travel and Tourism. She has an MSc. International Tourism
from the University Of Bedfordshire, Postgraduate Diploma Travel and Tourism Pg(Dip) Travel and
Tourism from the Ealing, Hammersmith and West London College and a BSc. (Hons) Botany from the
University Of Lagos..
She is also an Approved trainer of Virgin Atlantic Fares and Ticketing 1 and 2(VA1 AND VA2) under
The Guild Of Travel Management Companies and Confederation of Tourism and Hospitality. She has
a passion for tourism with interest in the hospitality sector and national parks where she wrote her
dissertation on "How Ecotourism can lead to sustainable development at Gashaka-Gumti National
Park, Taraba State". where she also did some ecological studies at the same National Park. She has also
done some studies on Worldmaking and Globalisation, Heritage tourism, Stewardship tourism and
Environmental Practices Ecotourism and sustainable development., She is a lover of environmentfriendly
practices.
She started her hospitality career at the Hilton London Heathrow, she moved to Gordon Ramsay
Holdings , she also worked at the Grange St.Pauls hotel, until her appointment at SURU GROUP she
was working at the Hilton London Kensington.
F – 13

Statement of Directors’ responsibilities
in respect of the directors’ report and the financial statements
The Directors are required by the Companies Act 2006 to prepare financial statements for each
financial period, which give a true and fair view of the state of affairs of the Group as at the end of the
financial period and of its profit or loss for that period, under the Companies Act 2006 they have
elected to prepare the financial statements in accordance with IFRSs as adopted by the EU and the
applicable Companies Act 2006. In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates which are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable
accuracy at any time the financial position of the Group and enable them to ensure that the financial
statements comply with the Companies Act 2006 and are in accordance with IFRSs as adopted by the
EU. They are also responsible for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
F – 14

Independent auditors’ report
to the members of Haldane McCall PLC
We have audited the Group financial statements (the “financial statements”) of Haldane McCall PLC
(the “Group”) for the period ending 31 December 2012 which comprise the consolidated statement of
comprehensive income, the consolidated statement of financial position, the consolidated cash flow
statement, consolidated statement of changes in stockholders equity and the related notes. The
financial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards as adopted by the EU.
We concluded our audit in accordance with the provision of Companies act 2006 and International
Standards on auditing as adopted by EU. Those Standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material
misstatement.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors’ responsibilities set out in this account, the
Directors are responsible for the preparation of the financial statements and for being satisfied that
they give a true and fair view. Our responsibility is to audit and express an opinion on the financial
statements in accordance with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical
Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements
sufficient to give reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or error. This includes an assessment of: whether the
accounting policies are appropriate to the Group’s circumstances and have been consistently applied
and adequately disclosed; the reasonableness of significant accounting estimates made by the Board of
Directors; and the overall presentation of the financial statements. In addition, we read all the financial
and non-financial information in the Annual Report to identify material inconsistencies with the
audited financial statements. If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
F – 15

give a true and fair view of the state of the Group’s affairs for the period 31 December 2012
and of its profit for the year then ended;
are in accordance with International Financial Reporting Standards as adopted by the EU;
and
comply with the Companies Act 2006.
We have also audited the effectiveness of Haldane McCall Plc’s internal control over financial
reporting as of December 31 st , 2012, and we hereby express an unqualified opinion.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires
us to report to you if, in our opinion:
the Group has not kept proper accounting records; or
the financial statements are not in agreement with the accounting records; or
we have not received all the information and explanations, which to the best of our
knowledge and belief are necessary for the purpose of our audit.
Ayoola Oladeji and Co
Chartered Accountants,
Lagos Nigeria
15 February 2013
F – 16

Consolidated statement of comprehensive income
For the year ended 31 December 2012
(Audited)
(Audited)
03 Feb 2011 to
31 December 31 December
2012 2011
Notes €000 €000
Turnover 4 21,417 23,179
Cost of sales (7,539) (8,858)
Gross Profit 13,878 14,321
Deficit on revaluation of investment properties - -
Administrative expenses 5 (1,636) (1,228)
Other operating expenses 5 (1,590) (1,270)
Operating profit 10,652 11,823
Finance income 7 211 135
Finance expense 7 (6,511) (7,390)
Exceptional Item 8 3,000
Profit before tax 7,352 4,568
Taxation 9 (1,470) (913)
Profit for the period 5,882 3,655
Profit attributable to:
Owners of the Group 5,882 3,655
Non-controlling interests - -
Profit for the period 5,882 3,655
Earnings per share 10
Basic and diluted, for comprehensive income for the period
attributable to ordinary equity holders of the Parent Group
0.10€ 0.026€
The notes below form an integral part of these financial statements.
F – 17

Consolidated statement of financial position
as at 31 December 2012
(Audited)
(Audited)
31 December 31 December
2012 2011
Notes €000 €000
Non-current assets
Investment properties 11 73,447 81,618
Investment property under construction 12 29,200 22,500
Long Term Investments 6,129 11,129
Property , plant and equipment 13 7,570 8,607
Total non-current assets 116,346 123,854
Current assets
Trade and other receivables 3,119 2,921
Prepayments 352 411
Cash and cash equivalents 14 2,907 6,720
Total current assets 6,378 10,052
Total assets 122,724 133,906
Current liabilities
Trade and other payables 15 (1,120) (2,796)
Interest-bearing loans and borrowings 16 (5,952) (22,703)
Total current liabilities (7,072) (25,498)
Non-current liabilities
Trade payables (888) (644)
Interest-bearing loans and borrowings 16 (33,684) (32,120)
Deferred tax liabilities (755) (989)
Total non-current liabilities (35,327) (33,753)
Total liabilities (42,399) (59,251)
Net assets 80,325 74,655
Equity
F – 18

Issued share capital 17 71,465 70,000
Revaluation Reserve 697 697
Retained earnings 8,163 3,958
Total equity 80,325 74,655
The notes below form an integral part of these financial statements.
Consolidated statement of changes in stockholders’ Equity
For the year ended 31 December 2012
Shares Share Total
Capital Capital Statutory Retained Shareholders' Total
Shares Amount Reserve Earnings Equity Equity
Balance at 31 December 2011 140,000,000 €,, €, €,, €,, €,,
Net income after dividend €,, €,, €,,
Total comprehensive income €,, €,,
Common stock Re-denomination
-Cancellation of existing stock (140,000,000) €,, €,, €,,
-New Re-denominated stock 56,000,000 €,, €,, €,,
Issuance from common stock for cash 1,172,076 €1,465,095 - - €1,465,095 €1,465,095
Balance at 31 December 2012 57,172,076 €,, €, €,, €,, €,,
F – 19

Consolidated statement of cash flow
For the year ended 31 December 2012
Operating activities
(Audited)
(Audited)
03 Feb 2011 to
31 December 31 December
2012 2011
€000 €000
Profit before tax 7,352 4,568
Adjustments for:
Depreciation 1,152 1,140
Finance income (211) (135)
Finance expense 6,511 7,390
Cash flows from operations before changes in working capital 14,804 12,963
Changes in working capital
Decrease/(increase) in trade and other receivables (198) 1,249
Decrease/(increase) in prepayments (479) (556)
Increase/ (Decrease) in trade and other payable (1,732) 1,735
Taxation Paid (878) -
Cash flows from operating activities 11,517 15,391
Investing activities
Investment in properties 6,194 411
Purchase of plant and equipment (115) -
Interest received 211 135
Cash flows used in investing activities 6,290 546
Financing activities
Proceeds from Issue Shares 1,465
Dividend payments (1,780)
Proceeds from loans 1,000 -
Repayment of loans (15,994) (4,055)
Finance charges paid (6,311) (7,390)
F – 20

Cash flows from financing activities (21,620) (11,445)
(Decrease)/increase in cash and cash equivalents (3,813) , 4,492
Cash and cash equivalents at the beginning of the period 6,720 2,228
Cash and cash equivalents at the end of the period 2,907 6,720
The notes below form an integral part of these financial statements.
1. General information
Haldane McCall PLC (the "Group") is a Group incorporated and domiciled in Isle of Man whose shares are
publicly traded on the Open Market of the stuttgard stock Exchange.
The consolidated financial statements of Haldane McCall PLC comprise the Group and its subsidiaries (together
referred to as the "Group").
Haldane McCall PLC is a real estate development and hotel business Group with strong focus on African
countries. Haldane McCall PLC holds through its subsidiaries, amongst others also the franchise rights in Best
Western for the region, operates several hotels under Suru Express brand, and microfinance Bank. The Group is
looking to acquire, develop and operate several further locations.
2. Significant accounting policies
a) Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis, except for investment
properties and investment properties under construction which have been measured at fair value. The
consolidated financial statements are presented in euros and all values are rounded to the nearest thousand
("€000") except where otherwise indicated.
The consolidated financial statements of the Group for the period ended 31 December 2012 have been prepared in
accordance with IFRSs adopted for use in the EU ("Adopted IFRSs"), and The Companies Act 2006. The interim
set of financial statements included in this interim report has been prepared in accordance with the recognition
and measurement requirements of Adopted IFRSs. The interim set of financial statements has been prepared
applying the accounting policies and presentations that were applied in the preparation of the Group's published
consolidated financial statements for the period ended 31 December 2012. They do not include all of the
information required for full annual financial statements, and should be read in conjunction with the consolidated
financial statements of the Group as at and for the period ended 31 December 2012.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate financial
resources to manage its business risks and to continue in operational existence for the foreseeable future.
Accordingly these consolidated financial statements have been prepared on a going concern basis as it is the view
of the Directors that this is the most appropriate basis of preparation.
b) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31
December 2012. The financial statements of the subsidiaries are prepared for the same reporting period as the
Parent Group, using consistent accounting policies.
All intra-group balances and transactions and any unrealized income and expenses and profits and losses arising
from intra-group transactions are eliminated in preparing the consolidated financial statements.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are
presented separately in the consolidated statement of comprehensive income and within equity in the
consolidated statement of financial position, separately from the parent Group shareholders' equity.
F – 21

c) Significant accounting policies
The accounting policies applied by the Group in these consolidated financial statements are the same as those
applied by the Group in its consolidated financial statements as at and for the period ended 31 December 2012.
The notes below form an integral part of these financial statements.
A summary of the principal accounting policies, all of which have been applied consistently throughout the
current year, is set out below:
d) Turnover
Turnover comprises proceeds from sale of properties, rental income from Hotels investment and properties,
property management fees, project consultancy fees, turnover from sales of manufacture products and bank fees
income.
e) Investment property under construction
Property that is being constructed or developed for future use as investment property is accounted for as an
investment property under construction until construction or development is complete and which is then
reclassified as investment property. Investment property under construction will be carried at fair value at the
earlier of when the fair value first becomes reliably measurable and the date of completion of the property. Any
gain or loss will be recognized in the statement of comprehensive income, consistent with the policy adopted for
all other investment properties carried at fair value.
f) Borrowing Costs
Borrowing costs associated with loans utilized in execution/ acquisition of qualifying capital work in progress are
capitalized in accordance with the provisions of International Accounting Standard (IAS) No. 23. They include
interest charges, establishment fees and other incidental fees directly related to the creation and arrangement of
the facilities. Gains or losses on the disposal of fixed assets are included in the profit and loss account.
g) Investment properties
Investments Properties are properties held by the Group for rentals and capital appreciation other than for
production, supply of goods and services or for administrative purposes. Investment properties are carried at
market value determined every two (2) years by independent external values. Increases in their carrying amounts
are credited to the revaluation reserve in shareholders' equity. Decreases that offset previous increases of the
same assets are charged against the revaluation reserve while all other decreases are charged to the income
statement. Revaluation surplus on disposed assets are written back to income in line with the provisions of
Statement of Accounting Standards (SAS) No. 13.
h) Plant and equipment
Recognition and measurement
Items of plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Depreciation
Where parts of an item of plant and equipment have different useful lives, they are accounted for as separate
items of plant and equipment.
Depreciation is charged in the statement of comprehensive income on a straight-line basis over the estimated
useful lives of each part of an item of the fixed assets. The estimated useful lives are as follows:
Freehold land
Nil
Leasehold
Duration of lease
Motor vehicles 20%
F – 22

Equipment 25%
Furniture and Fittings 10%
Plant and Machinery 20%
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
The notes below form an integral part of these financial statements.
i) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits and other short-term highly
liquid investments with original maturities of three months or less, that is readily convertible to a known amount
of cash and is subject to an insignificant risk of change in value.
3. Operating segments
Segment information is presented in respect of the Group’s operating segments. The operating segments are
based on the Group’s management and internal reporting structure. Segment results and assets include items
directly attributable to a segment as well as those that can be allocated to a segment on a reasonable basis.
4. Revenue
(Audited)
(Audited)
03 Feb 2011 to
31 December 31 December
2012 2011
€000 €000
Turnover 21,417 23,179
(Audited)
(Audited)
03 Feb 2011 to
Activities 31 December 31 December
2012 2011
€000 €000
Hotels 3,617 3,317
Real Estate 16,614 17,621
Manufacturing 769 1,839
Banking 417 402
21,417 23,179
Geographic Markets
West Africa 21,104 22,588
Europe 313 591
21,417 23,179
F – 23

The notes below form an integral part of these financial statements.
5. Operating profit
The following items have been charged in arriving at operating profit:
Administrative expenses
(Audited)
(Audited)
03 Feb 2011 to
31 December 31 December
2012 2011
€000 €000
Audit fee 110 105
Legal and professional fees 198 275
Other administration costs 315 493
Non-recurring costs 1,013 355
Administrative expenses 1,636 1,228
Other operating expenses
Directors' fees 124 23
Bank fees 89 80
Depreciation 1,152 1,140
Marketing and other expenses 225 27
Other operating expenses 1,590 1,270
6. Employee costs
The Haldane McCall PLC the company has no direct employees, all staff is employed by Suru Group Limited, the
Nigerian operating company of the Group.
7. Finance income and expense
(Audited)
(Audited)
03 Feb 2011 to
31 December 31 December
2012 2011
€000 €000
Bank interest income 211 135
Finance income 211 135
F – 24

Bank interest expense (6,511) (7,390)
Amortization of capitalized finance costs - -
Finance expense (6,300) (7,390)
Net finance expense (6,300) (7,255)
The notes below form an integral part of these financial statements.
8. Exceptional Items
During the year, the group successfully divests from the London short let markets and its investment
in Johnson Products Nigeria Limited that resulted in an exceptional gain of €3m
9. Taxation
Consolidated statement of comprehensive income
Current income tax
(Audited)
(Audited)
03 Feb 2011 to
31 December 31 December
2012 2011
€000 €000
Current income tax charge (1,505) (913)
Adjustments in respect of prior period 35 -
Total (1,470) (913)
10. Earnings per share
The calculation of the basic, diluted and adjusted earnings per share is based on the following data:
(Audited)
(Audited)
03 Feb 2011 to
31 December 31 December
2012 2011
€000 €000
Earnings
Profit for the period attributable to the equity holders of the parent 5,882 3,655
Adjusted earnings 5,882 3,655
Number of shares
Weighted average number of ordinary shares for the purpose of
basic and diluted earnings per share 57,172,076 140,000,000
Basic and diluted earnings per share 0.10€ 0.026€
F – 25

As there are no share options in issue, the diluted earnings per share are identical to the basic earnings per share.
The notes below form an integral part of these financial statements.
11. Investment properties
(Audited)
(Audited)
eleven months ended
31 December 31 December
2012 2011
€000 €000
Balance as at period end 73,447 81,618
Valuation of investment properties
The fair value of the Group’s investment properties and investment properties under construction of €110m was
determined by by Ubosi Eleh and Co, an independent valuer in December 2012. The valuation is based upon
assumptions including future rental income, anticipated maintenance costs and the appropriate discount rate.
The properties are valued on the basis of a ten year discounted cash flow model supported by comparable
evidence. The discounted cash flow calculation is a valuation of rental income considering non-recoverable costs
and applying a discount rate for the current income risk over a ten year period. After ten years a determining
residual value (exit scenario) is calculated. A cap rate is applied to the more uncertain future income, discounted
to a present value. As a result of the level of judgement used in arriving at the market valuations, the amounts
which may ultimately be realised in respect of any given property may differ from the valuations shown on the
statement of financial position.
12. Investment property under construction
(Audited)
(Audited)
eleven months ended
31 December 31 December
2012 2011
€000 €000
Balance as at period end 29,200 22,500
F – 26

The notes below form an integral part of these financial statements.
13. Property, plant and equipment
Buildings, Plant and
Fixtures and
equipment fittings Total
€000 €000 €000
Cost
As at 31 December 2011 9,410 1,063 10,473
Additions in year 115 - 115
Disposals in year - - -
As at 31 December 2012 9,525 1,063 10,588
Depreciation
As at 31 December 2011 1,591 275 1,866
Additions in year 1,014 138 1,152
Disposals in year - - -
As at 31 December 2012 2.605 413 3,018
Net book value as at 31 December 2011 7,819 788 8,607
Net book value as at 31 December 2012 6,920 650 7,570
14. Cash and cash equivalents
(Audited)
(Audited)
eleven months ended
31 December 31 December
2012 2011
€000 €000
Cash at banks and in hand 2,907 6,720
Balance as at period end 2,907 6,720
15. Trade and other payables
(Audited)
(Audited)
eleven months ended
31 December 31 December
2012 2011
€000 €000
F – 27

Trade payables 452 1,448
Accrued expenses 419 650
Accrued interest 200 400
Other payables 49 298
Balance as at period end 1,120 2,796
The notes below form an integral part of these financial statements.
16. Interest-bearing loans and borrowings
Current
(Audited)
(Audited)
eleven months ended
31 December 31 December
2012 2011
Maturity €000 €000
Bank facilities 15 June 2015 5,950 22,703
5,950 22,703
Non-current
Bank facilities 15 October 2015 33,411 31,847
Bank facilities 30 March 2016 273 273
33,684 32,120
Total 39,634 54,822
17. Issued share capital
Number Share capital €
Authorized
Ordinary and preferred shares of no par value 1,000,000,000 -
As at 31 December 2012 1,000,000,000 -
Issued and fully paid
Ordinary and preferred shares of no par value
Ordinary shares 56,772,076 70,965,095
Preferred shares 400,000 500,000
Share brought back and held in treasury - -
As at 31 December 2012 57,172,076 71,465,095
Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at
any general meeting. Haldane McCall PLC’s Board of Directors has pass the Resolution dated 23rd August, 2012
for all the common and preferred shares in the Company, in both certificated and electronic form to undergo a
2.5: 1 share split. Current shareholders will continue to hold shares in proportion to their current holdings. The
resolution was passed in order for the nominal value of each share to be increased to €1.25(EUR).
F – 28

The notes below form an integral part of these financial statements.
18. Net assets per share
Net assets
(Audited)
(Audited)
eleven months ended
31 December 31 December
2012 2011
€000 €000
Net assets for the purpose of assets per share (assets attributable to
the equity holders of the parent) 80,325 74,655
Adjusted net assets attributable to equity holders of the parent 80,325 74,655
Number of shares
Number of ordinary shares for the purpose of net assets per share 57,172,076 140,000,000
Net assets per share 1.40€ 0.53€
19. Dividends
(Audited)
(Audited)
eleven months ended
31 December 31 December
2012 2011
€000 €000
Dividend 1,780 -
During the year the company paid an interim and final dividend of €1.780 million to shareholders on its register
as at 30 June 2012. We will continue to review our dividend policy and expect a progressive dividend once it is
prudent to do so.
20. Capital commitments
As at 31 December 2011 the Group had contracted capital expenditure on existing properties of €4.9million. These
were committed but not yet provided for.
21. Subsidiaries
Companies
Date Business Ownership
Incorporated Activities %
Suru Group Limited 28/11/2008 Nigeria Holding Company 100%
F – 29

2011
Suru Suites and Hotels Limited 28/03/2008 Hotels 100%
Suru Express Limited 22/05/2009 Hotels 100%
Suru Homes Limited 18/05/2008 Real Estates 100%
Suru Worldwide Ventures Limited 23/03/2007 Real Estates 100%
Ind. Prolific Microfinance Bank Limited 18/03/2008 Banking 75%
Independent Continuation Limited 15/08/2008 Private Equity Fund 100%
F – 30

2011
HMK
Annual
Report
F – 31

Content
Page
1. Corporate Details 3
2. Directors’ Report 6
3. Board of Directors’ 10
4. Statement of Directors’ responsibilities 13
5. Independent auditors’ report 14
6. Consolidated statement of comprehensive income 16
7. Consolidated statement of financial position 17
8. Consolidated statement of changes in stockholders’ equity 18
9. Consolidated cash flow statement 19
10. The notes to the consolidated financial statements. 20
F – 32

Corporate Details
Registered office
Acclaim House
12 Mount Havelock
Douglas
Isle of Man
IM1 2QG
Lagos Office
Suru House
2 Sobo Arobiodu Street
Ikeja GRA
Lagos
Nigeria
Registered number
Incorporated in Isle of Man under
The Companies Act, 2006,
Number 006572V.
Nominated adviser
Go Public Pros GMBH
Kurfurstendamm 30
10719 Berlin, Germany
Auditors
Ayoola Oladeji and Co
46 Olowu Street
Ikeja, Lagos
Nigeria
Germany solicitors
FSE LAW
Rechtsanwaltsges, mbHK
urfurstendamm 30
D-10719 Berlin,
Germany
Nigeria solicitors
Dele Ojogbede and Co
8/10 Broad Street,
Lagos, Nigeria
F – 33

General Information Listing information
Shared Admitted
ISIN
Share ID Number (WKN)
Haldane McCall PLC
IM00B3Z98S67
A1JJA7
Stock Exchange Symbol Code HMK
Type of Shares
Registered Shares
Registration Number Incorporated in Isle of Man under the companies Act, 2006.
Number 006572V
Sector
Real Estate
Date of opening Price Quote 30th September 2011
Stock Exchange Listing
Market Segment
Transparency Standard
Market Maker
Frankfurt stock Exchange
Open Market
First Quotation Board
Koch Wertpapierhandelsbank GmbH
Number of Total Shares
139,000,000 common stock and 1,000,000 preferred stock
Nominal Capital € 70,000,000.00
No. of Employees
Continuous Quotation
Investor Relations
259
YES
Computershare
F – 34

Current Portfolio
Hotels
Real Estates
Financial Services
Manufacturing
F – 35

Directors’ Report
“This has been an important year for the business, as we have made significant progress towards our
objectives of increasing occupancy and efficiency across the portfolio. Occupancy up 7%, we are
achieving further significant increases in occupancy. Through the actions we commenced 12months
ago, the Group has reduced its irrecoverable, which has led to the Company’s improved performance.
Also during 2011 the group successfully listed on the Deutsche Boerse” Edward Akinlade
Financial highlights
Property portfolio revalued at €119.4m (31 March 2010: €105m)
Total turnover of €25.4m higher than expected
Occupancy increased by 7%
Profit after tax was €3.96m
Company overheads reduced by €0.8m in the period
Operating within banking covenants
LTV across the portfolio as at 31 December 2011 of 45.9% (31 December 2010: 53.2%)
Earning per share 0.028€
Net assets per share 0.53€
Cash balance of €6.7m (31 December 2010: €1.4.m)
Operating highlights
Focused on increasing occupancy, revenues and efficiency across the portfolio
Cost reduction and recovery programme generated savings of €0.8m in the period and a further
€0.3m expected next period through:
o further reductions in property running costs and overheads
o Better allocation and transparency of property running costs
Strong demand for Best Western Brand
Average monthly sales enquiries increased from 151 to 324
Market conditions remain positive
Business of the Group
Haldane McCall PLC was incorporated in February 2011 and immediately merged with Suru Group
Ltd (“SGL”). SGL was incorporated in November 2008 as a private limited company.
The management had earlier commenced trading in real estate which later became the real estate
sector of SGL. The group had procured credit via its real estate arm and invested in real estate,
hospitality and financial services and manufacturing. Initial Funding came from Merrill Lynch.
Haldane McCall PLC owns and operates among others, the Best Western Hotel Brand in Nigeria,
Suru Express Hotels in West Africa , Johnson Product of Nigeria , Suru Homes Limited and
Independent Prolific Micro Finance Bank.
Introduction
F – 36

I am pleased to announce the Group's full year results for the year to 31 December 2011. The Group
performed well during the period delivering a strong lettings performance, selling approximately
double the homes sold in the comparable period last year, which offset the expected completions over
the summer. We therefore kept up the momentum of increasing occupancy which started at the
beginning of 2011, an improvement of nearly 7 percentage points to the year end with a further 1.25
percentage points added in the first month of 2012. Alongside this, good progress has been made on
improving cost recovery and efficiencies across the business, and although one-off costs and have
impacted profits in this period, the benefits of the programmes in place are starting to be seen and are
expected to be felt more significantly in the next financial year.
Results
Turnover for the period was €25.41 million and profit after tax was €3.96 million, both better than our
5 years projected figures. As at 30 September 2011, the portfolio of properties was revalued at €119.4
million. This is €15.3 million higher than that stated in the financial statements; this will be fully
reflected in the 2012 year financial statements.
During the year ended to 31 December 2011 capital expenditure was restrained, with the Group
investing in upgrading the portfolio, due to the initial development phase of the business being
largely completed at the outset of 2011.
The Company's cash reserves at the period end were €6.7m (2010: €1.5m) and all bank facilities were
operating within covenants.
Net Asset Value (NAV)
The portfolio has been independently valued by Ubosi Eleh and Co, Chartered Estate Surveyor as at
30 September 2011 at €119.4 million.
Dividend
At this stage, the focus is on increasing income and reducing the cost base of the business so that the
Group can commence paying dividends in due course. We will continue to review this policy and
commence payments once it is prudent to do so during 2012.
Finance
As at 31 December 2011Haldane McCall PLC's borrowings, excluding capitalized loan costs, totalled
€54.8 million (31 December 2010: €58.5m) representing an LTV of 45.9% (31 December 2010: 53.2%).
The Board is therefore confident that the Group has the flexibility to manage its borrowings and to
conclude negotiations for loans swap with lenders in 2012.
Asset Management
As the leading operator of branded businesses, The Group provides flexible solutions to both business
and private clients market in West Africa and UK, Haldane McCall PLC remains in a good position.
During the period the Asset Management team continued successfully to implement the strategy of
increasing occupancy and driving efficiency levels across the portfolio.
Target Countries for Future M & A
F – 37

UNITED KINGDON
GERMANY
GHANA
SIERRA LEONE
BENIN
GAMBIA
IPO during 2012
During 2012 the Group intends to issue up to 70m new shares after approval of its Public Offering Prospectus by
BaFin, the German Federal Financial Services Supervisory Authority. The group intends to use the proceeds from
the capital increase for accelerating its growth through expanding its portfolios in hotels, real estates, expanding
its factory and microfinance bank. The figure below shows the projected distribution of the total proceeds.
Use of proceeds Amount Share
€ %
Hotels 20,000,000 57.14%
Real Estates 5,000,000 14.29%
Manufacturing 2,500,000 7.14%
Microfinance Bank 5,000,000 14.29%
Working Capital 2,500,000 7.14%
Total 35,000,000 100.0%
Standard & Poor’s Upgrades Nigeria’s Rating to Positive
Standard & Poor’s Ratings Services revised its outlook on the Federal Republic of Nigeria to positive
from stable. At the same time, affirmed the ‘B+/B’ long- and short-term issuer credit ratings and the
‘ngA+/ngA-1′ long- and short-term Nigeria national scale ratings. The transfer and convertibility
(T&C) assessment is unchanged at ‘B+’
The outlook revision indicates that there is at least a one-in-three likelihood of an upgrade if Nigeria’s
reform initiatives support economic growth, build stronger buffers against Nigeria’s dependence on
petroleum revenue and reduce pressure on the exchange rate. After national elections in May 2011
and strong GDP growth rates over the past few years, Nigeria has tightened its fiscal and monetary
stance by reducing projected fiscal deficits and by raising its monetary policy rate. It plans to cut fuel
subsidy, which we understand has been paid from the Excess Crude Account (ECA) in the past. This
is one of several important reform initiatives President Goodluck Jonathan has promoted since he
succeeded late President Yar’Adua in February 2010. Over the past two years, the authorities have
also strengthened the banking sector. The government furthermore aims to improve predictability and
transparency in the oil sector by drafting and passing the Petroleum Industry Bill, and plans an
overhaul of the country’s electricity sector that should reduce power supply constraints.
Isle of Man rating
The island was one of the last nations to carry the Standard and Poor's (S&P) AAA rating, when it was
downgraded to AA+ in late 2011. The downgrade followed S&P assessment that the Isle of Man was
"constrained by its undiversified small economy, which makes it more vulnerable to external shocks.
The island's current long-term sovereign rating now denotes high credit quality and a stable outlook.
F – 38

On a positive note, S&P acknowledged that the crown dependency has a high income level and strong
balance sheet, and said it could return to its triple-A status if it "diversified its economy further away
from financial sector-related activities". "The Standard & Poor’s report maintains its ‘stable’ outlook
for the economy and acknowledges that the Isle of Man is characterised by a high income level, strong
fiscal balance sheet and political stability."
Haldane McCall Outlook
The year 2011 has seen the Group deliver on its objectives. Occupancy has increased by nearly 7
percentage points since the beginning of the calendar year and significant cost savings are now
coming through. This, combined with the fundamental strength of the unique Haldane McCall PLC
business model, puts the Group in a strong financial position. We are currently trading in line with
expectations; we remain focused on our key objectives and look forward to delivering a positive result
for the coming years.
Edward Akinlade, 10 February 2012
Chairman and GMD
F – 39

Board of Directors’
The Group currently has an investment team which comprise of directors with wide range of
experience:
Our team
Mr. Edward Ola Akinlade
Mr. James Sadoh
Mr. Olatunde Oluloye
Mrs. Folakemi Akere
Mrs. Ayodeji Adewumi
Mrs. Idowu Olohigbe Iremiren
Chairman/Group Managing Director
Director
Director
Director
Group Secretary
Director
Edward Akinlade, Chairman/Group Managing Director
Mr. Edward Akinlade is a member of the Chartered Institute of Management Accountants (CIMA)
U.K. and the Institute of Chartered Accountants of Nigeria (ICAN). He studied accounting at the
South Bank University and also qualified as an Accountant through the London School of
Accountancy.
Mr. Akinlade is highly competent in property finance and trading and is versatile in the Origination,
Conception, Structuring and Completion of a wide range Property Development. Edward is
experienced in both the international and local markets. He pioneered the development of cooperative
upscale developments of luxury terraced housing units in the local Nigerian market and has
completely redesigned and developed the Ikeja GRA Lagos skyline. He also possesses excellent
advisory and project implementation skills.
In addition, he was a Consultant with Capita Limited, a Management Consultancy firm focused on the
U.K. Public Sector. He had a broad range of roles which included Providing Financial Management
Support for U.K. Government Projects and Cost Centre Managers.
James Sadoh, Director
James Sadoh is a multi-skilled professional who has had a strong career emphasis in the area of
financial services which has included and not limited to project finance, management, sales, corporate
finance and mortgage finance. He possesses superior people management skills and is highly
motivated, dedicated, and conscientious with a determination to succeed. James has excellent
communication, organizational, leadership, negotiation and interpersonal skills.
James attended Saint Bonaventure University N.Y, USA, where he majored in BA philosophy pre Act
2006 and minored in Business Administration, he further attained a full CEMAP 1, 2 &3 qualifications.
He had his secondary education in both Switzerland and England between 1975 and 1982. He has
undertaken courses and certification in mortgage & insurance training, MS Front page 2000, JavaScript
and visual Basic 5, Microsoft Windows NT4 Core Technologies, Microsoft Windows 95 Network
Support, PC Hardware and DOS Fundamentals. He also attended a Time Management and Human
Resources Management Seminar in 1993.
F – 40

Mr. James Sadoh worked in Millers Outpost from September 1986 to February 1993; he subsequently
joined Mitchell/Titus & Co, where he served in various capacities between March 1993 and March
1996, in the United States of America. He later moved to the UK, and joined Centrust Management
Consultant as a Support Analyst from March 1996 to August 1997, after having a stint there he
proceeded to Churchill Finance where he worked as a Network Administrator/DBA/Project Manager
from September 1997 - May 2002. He presently serves as a director in numerous companies.
OlatundeOluloye, Director
Olatunde Olaitan Oluloye started his brilliant working career at the Riverside Hotel in Ibadan as a
hotel manager during and after his National Youth service Corps, following his HND degree in hotel
management. He has lectured at various Catering & Hotel Management Schools in Nigeria. He joined
the Lagos Sheraton Hotel and Towers, Lagos as a member of the management team and participated
actively in the Pre-Opening activities in 1985 and its subsequent Post-Opening management. Olatunde
was involved in on-the-job and guest service standards training of this hotel. He was sent to the
renowned The Hague Hotel School, The Hague, Netherlands (the world best hotel school) by the
Sheraton corporation headquarters in 1986 after which he proceeded to Britain to work briefly at the
Sheraton Skyline Hotel in Heathrow, London.
Olatunde later returned to the Lagos Sheraton Hotel and Towers in the senior management level. He
has travelled far and wide in Europe attending Sheraton Management Corporation Headquarters
designed workshops, seminars and trainings on management development, hotel sales and marketing
and the nitty gritty of successful management of hotels worldwide.
Olatunde was part of the team responsible for the installation and training of the Sheratons’ Hotel
Management Systems (computer systems). He has also been exposed to hotel management workings
in Brussels, Belgium. Olatunde left the Sheraton hotel group in 1990 mainly for the reason to
contribute his own quota to help improve the not too encouraging standard of the hotel industry in
Nigeria as at this time when he founded an hotel management consultancy firm which later merged
with another hotel consulting concern that brought together four seasoned hotel management experts
to form the Hotel Management Services Limited (HMS).A Group of which he became the Managing
Director and the Chief Executive Officer from where he joined the Suru Group Limited as the
Executive Director, Hotels & Hospitality in January 2009. He is responsible for overseeing all hotel
and hospitality business of the group. Olatunde is a member of the prestigious worldwide acclaimed
Institute of Hospitality (IoH) in the United Kingdom.
Mrs. Folakemi Akere, Director
Mrs Akere Olawunmi Folakemi, a highly motivated professional with pragmatic experience in
qualitative management. She obtained a B.A (Hons.) degree from Obafemi Awolowo University Ile-Ife
in 1997. After graduation from the University, she has worked in various reputable organizations
acquiring various experiences in Management, Administration and Operations.
F – 41

Folakemi is an articulate self starter, a valued team player with inmate ability to work under pressure,
multitasking and highly proactive. She has attended several management courses, conferences and
seminars. She joined Suru Group in 2007 and had since been handling the operations of the
organization with enviable professionalism. She is happily, married with children.
Mrs. AyodejiAdewumi ,Group Secretary
Mrs Ayodeji Adewumi is a Chartered Secretary and a Member of the Institute of Chartered Secretaries
and Administrators of Nigeria. She is also an Associate Member of the Chartered Institute of
Arbitrators (UK) Nigeria Branch and the Nigerian Bar Association. She has practiced as an Advocate
and Solicitor of the Supreme Court of Nigeria in several law firms. She has a wealth of experience in
Corporate and Commercial Legal practice. Until her appointment with SURU GROUP LIMITED she
was Legal Officer in a public quoted Group.
Mrs. Idowu Olohigbe Iremiren, Director
Mrs .Iremiren Idowu Olohigbe is a member of Chartered Institute of Taxation Associate Member,
and Institute of Chartered Accountants of Nigeria. She studied accounting at the Edo State University,
Benin City, Nigeria and obtained her Masters degree in Business Administration from University of
Nigeria, Nsukka.
Idowu is currently the Executive Vice Chairman with, with Prolific Micro Finance Bank Ltd. She has
worked in different banks, including (UBA PLC, ZENITH BANK, NNB INTERNATIONAL BANK,
CROWN MERCHANT BANK) with several managerial positions for 17years and her wealth
experience in operations; funds Management, customer relationship, business development and
strategy, marketing strategy and implementation will further strengthen the Group.
She has attended several courses in management, Customer Value and Care, Basic Credit Analysis,
Office Automation, Service Excellence, and Phoenix 2.5 version user Course.
F – 42

Statement of Directors’ responsibilities
in respect of the directors’ report and the financial statements
The Directors are required by the Companies Act 2006 to prepare financial statements for each
financial period, which give a true and fair view of the state of affairs of the Group as at the end of the
financial period and of its profit or loss for that period, under the Companies Act 2006 they have
elected to prepare the financial statements in accordance with IFRSs as adopted by the EU and the
applicable Companies Act 2006. In preparing these financial statements, the Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates which are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any material
departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with reasonable
accuracy at any time the financial position of the Group and enable them to ensure that the financial
statements comply with the Companies Act 2006 and are in accordance with IFRSs as adopted by the
EU. They are also responsible for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and other irregularities.
F – 43

Independent auditors’ report
to the members of Haldane McCall PLC
We have audited the Group financial statements (the “financial statements”) of Haldane McCall PLC
(the “Group”) for the year ended 31 December 2011 which comprise the consolidated statement of
comprehensive income, the consolidated statement of financial position, the consolidated cash flow
statement , consolidated statement of changes in stockholders equity and the related notes. The
financial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards as adopted by the EU.
We concluded our audit in accordance with the provision of Companies act 2006 and International
Standards on auditing as adopted by EU. Those Standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material
misstatement.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors’ responsibilities set out in this account, the
Directors are responsible for the preparation of the financial statements and for being satisfied that
they give a true and fair view. Our responsibility is to audit and express an opinion on the financial
statements in accordance with applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical
Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial statements
sufficient to give reasonable assurance that the financial statements are free from material
misstatement, whether caused by fraud or error. This includes an assessment of: whether the
accounting policies are appropriate to the Group’s circumstances and have been consistently applied
and adequately disclosed; the reasonableness of significant accounting estimates made by the Board of
Directors; and the overall presentation of the financial statements. In addition, we read all the financial
and non-financial information in the Annual Report to identify material inconsistencies with the
audited financial statements. If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
give a true and fair view of the state of the Group’s affairs as at 31 December 2011 and of its
profit for the year then ended;
are in accordance with International Financial Reporting Standards as adopted by the EU;
and
comply with the Companies Act 2006.
F – 44

Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires
us to report to you if, in our opinion:
the Group has not kept proper accounting records; or
the financial statements are not in agreement with the accounting records; or
we have not received all the information and explanations, which to the best of our
knowledge and belief are necessary for the purpose of our audit.
Ayoola Oladeji and Co
Chartered Accountants, 10 February 2012
F – 45

Consolidated statement of comprehensive income
For the year ended 31 December 2011
(Audited)
twelve months
ended
Turnover 4 25,411
Cost of sales (9,751)
Gross Profit 15,660
Deficit on revaluation of investment properties -
Administrative expenses 5 (1,345)
Other operating expenses 5 (1,377)
Operating profit 12,938
Finance income 7 149
Finance expense 7 (8,140)
Profit before tax 4,947
Taxation 8 (989)
Profit for the period 9 3,958
Profit attributable to:
Owners of the Group 3,958
Non-controlling interests -
Profit for the period 3,958
Earnings per share
Basic and diluted, for comprehensive income for the period
attributable to ordinary equity holders of the Parent Group 0.028€
The notes below form an integral part of these financial statements.
(Audited)
twelve months ended
31 December 31 December
2011 2010
Notes €000 €000
F – 46

Consolidated statement of financial position
as at 31 December2011
(Audited)
(Audited)
31 December 31 December
2011 2010
Notes €000 €000
Non-current assets
Investment properties 11 81,618 77,043
Investment property under construction 12 22,500 27,658
Long Term Investments 11,129 10,548
Plant and equipment 13 8,607 9,851
Total non-current assets 123,854 125,100
Current assets
Trade and other receivables 2,921 4,270
Prepayments 411 -
Cash and cash equivalents 14 6,720 1,490
Total current assets 10,052 5,760
Total assets 133,906 130,860
Current liabilities
Trade and other payables 15 (2,796) (1,445)
Interest-bearing loans and borrowings 16 (22,702) (32,280)
Total current liabilities (25,498) (33,725)
Non-current liabilities
Trade payables (644) (221)
Interest-bearing loans and borrowings 16 (32,120) (26,217)
Deferred tax liabilities 8 (989) -
Total non-current liabilities (33,753) (26,438)
Total liabilities (59,251) (60,163)
Net assets 74,655 70,697
Equity
Issued share capital 17 70,000 70,000
Revaluation Reserve 697 697
Retained earnings 3,958 -
Total equity 74,655 70,697
The notes below form an integral part of these financial statements.
Consolidated statement of changes in stockholders’ Equity
For the year ended 31 December 2011
F – 47

Total
Shares Capital Share Capital Statutory Retained Shareholders' Total
Shares Amount Reserve Earnings Equity Equity
Balance at 3 February 2011 140,000,000 €,, €, - €,, €,,
Net income €,, €,, €,,
Total comprehensive income €,, €,,
Issuance from common stock for cash - - -
Balance at 31 December 2011 140,000,000 €,, €, €,, €,, €,,
Consolidated statement of cash flow
for the year ended 31 December 2011
Operating activities
(Audited)
twelve months ended
Profit before tax 4,947
Adjustments for:
Depreciation 1,244
Finance income (149)
Finance expense 8,140
Cash flows from operations before changes in working capital 14,182
Changes in working capital
Decrease/(increase) in trade and other receivables 1,349
Decrease/(increase) in prepayments (411)
Increase/ (Decrease) in trade and other payable 1,774
Cash flows from operating activities 16,894
(Audited)
twelve months ended
31 December 31 December
2011 2010
€000 €000
Investing activities
Investment in properties 485
Purchase of plant and equipment -
Interest received 149
Cash flows used in investing activities 634
F – 48

Financing activities
Proceeds from loans -
Repayment of loans (4,558)
Finance charges paid (7,740)
Cash flows from financing activities (12,298)
(Decrease)/increase in cash and cash equivalents 5,230 ,
Cash and cash equivalents at the beginning of the period 1,490
Cash and cash equivalents at the end of the period 6,720
The notes below form an integral part of these financial statements.
1. General information
Haldane McCall PLC (the "Group") is a Group incorporated and domiciled in Isle of Man whose shares are
publicly traded on the Open Market of the Frankfurt Stock Exchange.
The consolidated financial statements of Haldane McCall PLC comprise the Group and its subsidiaries (together
referred to as the "Group").
Haldane McCall PLC is a real estate development and hotel business Group with strong focus on African
countries. Haldane McCall PLC holds through its subsidiaries, amongst others also the franchise rights in Best
Western for the region, operates several hotels under Suru Express brand, Microfinance Bank and Manufacturing
under the Johnson Products brand. The Group is looking to acquire, develop and operate several further
locations.
2. Significant accounting policies
a) Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis, except for investment
properties and investment properties under construction which have been measured at fair value. The
consolidated financial statements are presented in euros and all values are rounded to the nearest thousand
("€000") except where otherwise indicated.
The consolidated financial statements of the Group for the period ended 31 December 2011 have been prepared in
accordance with IFRSs adopted for use in the EU ("Adopted IFRSs"), and The Companies Act 2006. The interim
set of financial statements included in this interim report has been prepared in accordance with the recognition
and measurement requirements of Adopted IFRSs. The interim set of financial statements has been prepared
applying the accounting policies and presentations that were applied in the preparation of the Group's published
consolidated financial statements for the period ended 31 December 2011. They do not include all of the
information required for full annual financial statements, and should be read in conjunction with the consolidated
financial statements of the Group as at and for the period ended 31 December 2011.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate financial
resources to manage its business risks and to continue in operational existence for the foreseeable future.
Accordingly these consolidated financial statements have been prepared on a going concern basis as it is the view
of the Directors that this is the most appropriate basis of preparation.
b) Basis of consolidation
F – 49

The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31
December 2011. The financial statements of the subsidiaries are prepared for the same reporting period as the
Parent Group, using consistent accounting policies.
All intra-group balances and transactions and any unrealized income and expenses and profits and losses arising
from intra-group transactions are eliminated in preparing the consolidated financial statements.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such control ceases.
Non-controlling interests represent the portion of profit or loss and net assets not held by the Group and are
presented separately in the consolidated statement of comprehensive income and within equity in the
consolidated statement of financial position, separately from the parent Group shareholders' equity.
c) Significant accounting policies
The accounting policies applied by the Group in these consolidated financial statements are the same as those
applied by the Group in its consolidated financial statements as at and for the period ended 31 December 2011.
The notes below form an integral part of these financial statements.
A summary of the principal accounting policies, all of which have been applied consistently throughout the
current year, is set out below:
d) Turnover
Turnover comprises proceeds from sale of properties, rental income from Hotels investment and properties,
property management fees, project consultancy fees, turnover from sales of manufacture products and bank fees
income.
e) Investment property under construction
Property that is being constructed or developed for future use as investment property is accounted for as an
investment property under construction until construction or development is complete and which is then
reclassified as investment property. Investment property under construction will be carried at fair value at the
earlier of when the fair value first becomes reliably measurable and the date of completion of the property. Any
gain or loss will be recognized in the statement of comprehensive income, consistent with the policy adopted for
all other investment properties carried at fair value.
f) Borrowing Costs
Borrowing costs associated with loans utilized in execution/ acquisition of qualifying capital work in progress are
capitalized in accordance with the provisions of International Accounting Standard (IAS) No. 23. They include
interest charges, establishment fees and other incidental fees directly related to the creation and arrangement of
the facilities. Gains or losses on the disposal of fixed assets are included in the profit and loss account.
g) Investment properties
Investments Properties are properties held by the Group for rentals and capital appreciation other than for
production, supply of goods and services or for administrative purposes. Investment properties are carried at
market value determined every two (2) years by independent external values. Increases in their carrying amounts
are credited to the revaluation reserve in shareholders' equity. Decreases that offset previous increases of the
same assets are charged against the revaluation reserve while all other decreases are charged to the income
statement. Revaluation surplus on disposed assets are written back to income in line with the provisions of
Statement of Accounting Standards (SAS) No. 13.
h) Plant and equipment
Recognition and measurement
Items of plant and equipment are stated at cost less accumulated depreciation and impairment losses.
F – 50

Depreciation
Where parts of an item of plant and equipment have different useful lives, they are accounted for as separate
items of plant and equipment.
Depreciation is charged in the statement of comprehensive income on a straight-line basis over the estimated
useful lives of each part of an item of the fixed assets. The estimated useful lives are as follows:
Freehold land
Nil
Leasehold
Duration of lease
Motor vehicles 20%
Equipment 25%
Furniture and Fittings 10%
Plant and Machinery 20%
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
The notes below form an integral part of these financial statements.
i) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits and other short-term highly
liquid investments with original maturities of three months or less, that is readily convertible to a known amount
of cash and is subject to an insignificant risk of change in value.
3. Operating segments
Segment information is presented in respect of the Group’s operating segments. The operating segments are
based on the Group’s management and internal reporting structure. Segment results and assets include items
directly attributable to a segment as well as those that can be allocated to a segment on a reasonable basis.
Management considers that there is only one geographical segment which is West Africa and one reporting
segment which is investment in commercial and residential property.
4. Revenue
Turnover 25,411
(Audited)
(Audited)
twelve months ended
twelve months ended
31 December 31 December
2011 2010
€000 €000
5. Operating profit
The following items have been charged in arriving at operating profit:
Administrative expenses (Audited) (Audited)
Audit fee 105
Legal and professional fees 281
twelve months ended
twelve months ended
31 December 31 December
2011 2010
€000 €000
F – 51

Other administration costs 604
Non-recurring costs 355
Administrative expenses 1,345
Other operating expenses
Directors' fees 25
Bank fees 81
Depreciation 1,244
Marketing and other expenses 27
Other operating expenses 1,377
The notes below form an integral part of these financial statements.
6. Employee costs
The Haldane McCall PLC the company has no direct employees, all staff is employed by Suru Group Limited, the
Nigerian operating company of the Group.
7. Finance income and expense
Bank interest income 149
Finance income 149
Bank interest expense (8,140)
Amortization of capitalized finance costs -
Finance expense (8,140)
Net finance expense (7,991)
(Audited)
(Audited)
twelve months ended
twelve months ended
31 December 31 December
2011 2010
€000 €000
8. Taxation
Consolidated statement of comprehensive income
(Audited)
(Audited)
twelve months ended
twelve months ended
31 December 31 December
2011 2010
€000 €000
F – 52

Current income tax
Current income tax charge 989
Adjustments in respect of prior period -
Total 989
The notes below form an integral part of these financial statements.
9. Earnings per share
The calculation of the basic, diluted and adjusted earnings per share is based on the following data:
Earnings
Profit for the period attributable to the equity holders of the parent 3,958
Adjusted earnings 3,958
(Audited)
(Audited)
twelve months ended
twelve months ended
31 December 31 December
2011 2010
€000 €000
Number of shares
Weighted average number of ordinary shares for the purpose of
basic and diluted earnings per share 140,000,000 140,000,000
Basic and diluted earnings per share 0.028€
As there are no share options in issue, the diluted earnings per share are identical to the basic earnings per share.
10. Net assets per share
Net assets
(Audited)
(Audited)
twelve months ended
twelve months ended
31 December 31 December
2011 2010
€000 €000
F – 53

Net assets for the purpose of assets per share (assets attributable to
the equity holders of the parent) 74,655 70,697
Adjusted net assets attributable to equity holders of the parent 74,655 70,697
Number of shares
Number of ordinary shares for the purpose of net assets per share 140,000,000 140,000,000
Net assets per share 0.53€ 0.51€
The notes below form an integral part of these financial statements.
11. Investment properties
(Audited)
(Audited)
twelve months ended
twelve months ended
31 December 31 December
2011 2010
€000 €000
Balance as at period end 81,618 77,043
Valuation of investment properties
The fair value of the Group’s investment properties and investment properties under construction of €119m was
determined by by Ubosi Eleh and Co, an independent valuer. The valuation is based upon assumptions including
future rental income, anticipated maintenance costs and the appropriate discount rate. The properties are valued
on the basis of a ten year discounted cash flow model supported by comparable evidence. The discounted cash
flow calculation is a valuation of rental income considering non-recoverable costs and applying a discount rate
for the current income risk over a ten year period. After ten years a determining residual value (exit scenario) is
calculated. A cap rate is applied to the more uncertain future income, discounted to a present value. As a result of
the level of judgement used in arriving at the market valuations, the amounts which may ultimately be realised in
respect of any given property may differ from the valuations shown on the statement of financial position.
12. Investment property under construction
(Audited)
(Audited)
twelve months ended
twelve months ended
31 December 31 December
2011 2010
€000 €000
Balance as at period end 22,500 27,658
F – 54

The notes below form an integral part of these financial statements.
13. Plant and equipment
Buildings, Plant and
Fixtures and
equipment fittings Total
€000 €000 €000
Cost
As at 31 December 2010 9,410 1,063 10,473
Additions in year - - -
Disposals in year - - -
As at 31 December 2011 9,410 1,063 10,473
Depreciation
As at 31 December 2010 497 125 622
Charges in year 1,094 150 1,244
Disposals in year - - -
As at 31 December 2011 1,591 275 1,866
Net book value as at 31 December 2010 8,913 938 9,851
Net book value as at 31 December 2011 7,819 788 8,607
14. Cash and cash equivalents
(Audited)
(Audited)
twelve months ended
twelve months ended
31 December 31 December
2011 2010
€000 €000
Cash at banks and in hand 6,720 1,490
Balance as at period end 6,720 1,490
15. Trade and other payables
(Audited)
(Audited)
twelve months ended
twelve months ended
31 December 31 December
2011 2010
€000 €000
Trade payables 1,448 734
Accrued expenses 650 431
Accrued interest 400 29
Other payables 298 251
Balance as at period end 2,796 1,445
F – 55

The notes below form an integral part of these financial statements.
16. Interest-bearing loans and borrowings
Current
(Audited)
twelve months
ended
(Audited)
twelve months ended
31 December 31 December
2011 2010
Maturity €000 €000
Bank facilities 15 June 2012 22,702 32,280
Non-current
22,702 32,280
Bank facilities 15 October 2013 31,847 26,217
Bank facilities 30 March 2016 273 -
32,120 26,217
Total 54,822 58,497
17. Issued share capital
Number Share capital €
Authorized
Ordinary and preferred shares of no par value 1,000,000,000 -
As at 31 December 2011 1,000,000,000 -
Issued and fully paid
Ordinary and preferred shares of no par value
Ordinary shares 139,000,000 69,500,000
Preferred shares 1,000,000 500,000
Share brought back and held in treasury - -
As at 31 December 2011 140,000,000 70,000,000
Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at
any general meeting.
F – 56

The notes below form an integral part of these financial statements.
18. Dividends
(Audited)
twelve months ended
(Audited)
twelve months ended
31 December 31 December
2011 2010
€000 €000
Dividend - -
In order to sustain investment in the Group's portfolio whilst also ensuring cash resources are preserved, the
Board has proposed not pay a dividend in the period ended 31 December 2011.
18. Capital commitments
As at 31 December 2011 the Group had contracted capital expenditure on existing properties of €2.25million.
These were committed but not yet provided for.
19. Subsidiaries
Companies
Date Business Ownership
Incorporated Activities %
Suru Group Limited 28/11/2008 Nigeria Holding Company 100%
Suru Suites and Hotels Limited 28/02/2008 Hotels 100%
Suru Express Limited 22/05/2009 Hotels 100%
Suru Homes Limited 18/05/2008 Real Estates 100%
Suru Worldwide Ventures Limited 23/02/2007 Real Estates 100%
Crestwood Corporate Limited 01/04/2011 Real Estates 100%
Ind. Prolific Microfinance Bank Limited 18/03/2008 Banking 75%
Independent Continuation Limited 15/08/2008 Private Equity Fund 100%
Johnson Products Nigeria Limited 15/10/1974 Manufacturing 74%
F – 57

F – 58

2011
Financial Statements Suru Group
2011, audited
Annual
Report
[SURU GROUP LIMITED]
F – 59

Corporate Details
Lagos Office
Suru House
2 Sobo Arobiodu Street
Ikeja GRA
Lagos
Nigeria
Auditors
Ayoola Oladeji and Co
46 Olowu Street
Ikeja, Lagos
Nigeria
Nigeria solicitors
Dele Ojogbede and Co
8/10 Broad Street,
Lagos, Nigeria
F – 60

Current Portfolio
Hotels
Real Estates
Manufacturing
Financial Services
F – 61

Directors’ Report
For the year ended 31 December, 2011
The directors are pleased to present the audited report for the Company for the year ended 31st
December, 2011.
Principal Activity and Legal Form
Suru Group Limited was incorporated on 18 th November 2008 as holding company to its
subsidiaries and to carry on the business of subsidiaries and any other business it may in future
engage in being activities legally permitted under the laws of the Federal Republic of Nigeria.
Operating Results
The operating results for the year ended December 31, 2011 are as follows:
Year ended
31 December
2011
Year ended
31December
2010
€000 €000
Turnover 25,411 22,274
Profit/(Loss) on ordinary activities before taxation 5,152 4,028
Estimated Tax (989) (804)
Profit/(Loss) on ordinary activities after taxation 4,163 3,224
Directors and their Interests
The directors who served during the year were as follow.
Mr. E. Akinlade
Mrs. Olatunosun Akinlade
Mr. James Sadoh
Mr. Olatunde Oluloye
Mrs. Folakemi Akere
Mrs. Ayodeji Adewumi
Chairman/CEO
Non-Executive Director
Director
Director
Director
Group Secretary
Post Balance sheet events:
As at April 2011 there were no post balance sheet events which could have had any material
effect on the state of affairs of the company as well as the profit for the period ended 31 st
December, 2011 which have not been adequately provided for.
Health, Safety and Welfare at Work
The Company places a high premium on the health, safety and welfare of its employees. To these
end medical expenses of employees are borne by the Company, subject to a specified limit for
each employee.
F – 62

Employee Involvement and Training
The Company places considerable value on the involvement of its employees and has continuous
practice of keeping them informed on matters affecting them as employees and on the various
factors affecting the performance of the Company. The Company organizes in-house training
complemented when and where necessary with formally organized external courses.
Reporting Accountants
Messrs. Ayoola Oladeji & Co, Chartered Accountants have indicated their willingness to continue
in office as Auditors of the company.
Independent Prolific Microfinance Bank
During the year the company acquired majority holding in Independent Prolific Microfinance
Bank. In the coming year the company intends to focus the banks as a leading Housing
Microfinance bank in Nigeria.
Haldane McCall PLC.
The Ultimate holding company of Suru Group PLC. is Haldane McCall plc. Incorporated in the Isle
of Man.
[signed]
Ayodeji Oyeyemi
Company Secretary
[signed]
Edward Akinlade
Chairman and CEO
Lagos , 27 February 2012
F – 63

Board of Directors
The Group currently has an investment team which comprise of directors with wide range of
experience:
Our team
Mr. Edward Ola Akinlade
Mr. James Sadoh
Mr. Olatunde Oluloye
Mrs. Folakemi Akere
Mrs. Ayodeji Adewumi
Mrs Olatunbosun Akinlade
Chairman/Group Managing Director
Director
Director
Director
Group Secretary
Non-Executive Director
Edward Akinlade, Chairman/Group Managing Director
Mr. Edward Akinlade is a member of the Chartered Institute of Management Accountants (CIMA)
U.K. and the Institute of Chartered Accountants of Nigeria (ICAN). He studied accounting at the
South Bank University and also qualified as an Accountant through the London School of
Accountancy.
Mr. Akinlade is highly competent in property finance and trading and is versatile in the
Origination, Conception, Structuring and Completion of a wide range Property Development.
Edward is experienced in both the international and local markets. He pioneered the
development of co-operative upscale developments of luxury terraced housing units in the local
Nigerian market and has completely redesigned and developed the Ikeja GRA Lagos skyline. He
also possesses excellent advisory and project implementation skills.
In addition, he was a Consultant with Capita Limited, a Management Consultancy firm focused
on the U.K. Public Sector. He had a broad range of roles which included Providing Financial
Management Support for U.K. Government Projects and Cost Centre Managers.
James Sadoh, Director
James Sadoh is a multi-skilled professional who has had a strong career emphasis in the area of
financial services which has included and not limited to project finance, management, sales,
corporate finance and mortgage finance. He possesses superior people management skills and is
highly motivated, dedicated, and conscientious with a determination to succeed. James has
excellent communication, organizational, leadership, negotiation and interpersonal skills.
James attended Saint Bonaventure University N.Y, USA, where he majored in BA philosophy pre
Act 2006 and minored in Business Administration, he further attained a full CEMAP 1, 2 &3
qualifications. He had his secondary education in both Switzerland and England between 1975
and 1982. He has undertaken courses and certification in mortgage & insurance training, MS
Front page 2000, JavaScript and visual Basic 5, Microsoft Windows NT4 Core Technologies,
Microsoft Windows 95 Network Support, PC Hardware and DOS Fundamentals. He also attended
a Time Management and Human Resources Management Seminar in 1993.
Mr. James Sadoh worked in Millers Outpost from September 1986 to February 1993; he
subsequently joined Mitchell/Titus & Co, where he served in various capacities between March
1993 and March 1996, in the United States of America. He later moved to the UK, and joined
Centrust Management Consultant as a Support Analyst from March 1996 to August 1997, after
having a stint there he proceeded to Churchill Finance where he worked as a Network
Administrator/DBA/Project Manager from September 1997 - May 2002. He presently serves as
a director in numerous companies.
F – 64

OlatundeOluloye, Director
Olatunde Olaitan Oluloye started his brilliant working career at the Riverside Hotel in Ibadan as
a hotel manager during and after his National Youth service Corps, following his HND degree in
hotel management. He has lectured at various Catering & Hotel Management Schools in Nigeria.
He joined the Lagos Sheraton Hotel and Towers, Lagos as a member of the management team
and participated actively in the Pre-Opening activities in 1985 and its subsequent Post-Opening
management. Olatunde was involved in on-the-job and guest service standards training of this
hotel. He was sent to the renowned The Hague Hotel School, The Hague, Netherlands (the world
best hotel school) by the Sheraton corporation headquarters in 1986 after which he proceeded
to Britain to work briefly at the Sheraton Skyline Hotel in Heathrow, London.
Olatunde later returned to the Lagos Sheraton Hotel and Towers in the senior management level.
He has travelled far and wide in Europe attending Sheraton Management Corporation
Headquarters designed workshops, seminars and trainings on management development, hotel
sales and marketing and the nitty gritty of successful management of hotels worldwide.
Olatunde was part of the team responsible for the installation and training of the Sheratons
Hotel Management Systems (computer systems). He has also been exposed to hotel management
workings in Brussels, Belgium. Olatunde left the Sheraton hotel group in 1990 mainly for the
reason to contribute his own quota to help improve the not too encouraging standard of the
hotel industry in Nigeria as at this time when he founded an hotel management consultancy firm
which later merged with another hotel consulting concern that brought together four seasoned
hotel management experts to form the Hotel Management Services Limited (HMS).A Group of
which he became the Managing Director and the Chief Executive Officer from where he joined
the Suru Group Limited as the Executive Director, Hotels & Hospitality in January 2010. He is
responsible for overseeing all hotel and hospitality business of the group. Olatunde is a member
of the prestigious worldwide acclaimed Institute of Hospitality (IoH) in the United Kingdom.
Mrs. Folakemi Akere, Director
Mrs Akere Olawunmi Folakemi, a highly motivated professional with pragmatic experience in
qualitative management. She obtained a B.A (Hons.) degree from Obafemi Awolowo University
Ile-Ife in 1997. After graduation from the University, she has worked in various reputable
organizations acquiring various experiences in Management, Administration and Operations.
Folakemi is an articulate self starter, a valued team player with inmate ability to work under
pressure, multitasking and highly proactive. She has attended several management courses,
conferences and seminars. She joined Suru Group in 2007 and had since been handling the
operations of the organization with enviable professionalism. She is happily, married with
children.
Mrs. AyodejiAdewumi ,Group Secretary
Mrs Ayodeji Adewumi is a Chartered Secretary and a Member of the Institute of Chartered
Secretaries and Administrators of Nigeria. She is also an Associate Member of the Chartered
Institute of Arbitrators (UK) Nigeria Branch and the Nigerian Bar Association. She has practiced
as an Advocate and Solicitor of the Supreme Court of Nigeria in several law firms. She has a
wealth of experience in Corporate and Commercial Legal practice. Until her appointment with
SURU GROUP LIMITED she was Legal Officer in a public quoted Group.
Mrs. Olatunbosun Akinlade, Non Executive Director
F – 65

Mrs Olatunbosun Akinlade is a graduate of South bank University, London. Worked in various
capacities as nurse in the United Kingdom for many years. Her long term interest is in personnel
management and caring for people.
She is married to the Edward Akinlade, our chairman with 4 children
Statement of Directors responsibilities
in respect of the directors report and the financial statements
The Directors are required by the Companies Act 2006 to prepare financial statements for each
financial period, which give a true and fair view of the state of affairs of the Group as at the end
of the financial period and of its profit or loss for that period, under the Companies Act 2006
they have elected to prepare the financial statements in accordance with IFRSs as adopted by the
EU and the applicable Companies Act 2006. In preparing these financial statements, the
Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates which are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any
material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with
reasonable accuracy at any time the financial position of the Group and enable them to ensure
that the financial statements comply with the Companies Act 2006 and are in accordance with
IFRSs as adopted by the EU. They are also responsible for safeguarding the assets of the Group
and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
F – 66

Independent auditors’ report
to the members of Suru Group Limited
We have audited the Group financial statements the financial statements of Suru Group
Limited the Group for the year ended December which comprise the consolidated
statement of comprehensive income, the consolidated statement of financial position, the
consolidated cash flow statement, consolidated statement of changes in stock holders equity and
the related notes. The financial reporting framework that has been applied in their preparation
is applicable law and International Financial Reporting Standards as adopted by the EU.
This report is made solely to the Groups members, as a body, in accordance with the Companies
Act .Our audit work has been undertaken so that we might state to the Groups members
those matters we are required to state to them in an auditors report and for no other purpose.
To the fullest extent permitted by Companies Act 2006, we do not accept or assume
responsibility to anyone other than the Group and the Groups members as a body, for our audit
work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors responsibilities set out in this account, the
Directors are responsible for the preparation of the financial statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and International Standards on Auditing
UK and )reland. Those standards require us to comply with the Auditing Practices Boards
APBs Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial
statements sufficient to give reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This includes an assessment of:
whether the accounting policies are appropriate to the Groups circumstances and have been
consistently applied
and adequately disclosed; the reasonableness of significant accounting estimates made by the
Board of Directors; and the overall presentation of the financial statements. In addition, we read
all the financial and non-financial information in the Annual Report to identify material
inconsistencies with the audited financial statements. If we become aware of any apparent
material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
give a true and fair view of the state of the Groups affairs as at December and of
its profit for the year then ended;
are in accordance with International Financial Reporting Standards as adopted by the
EU;
and
comply with the Companies Act 2006.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006
requires us to report to you if, in our opinion:
the Group has not kept proper accounting records; or
the financial statements are not in agreement with the accounting records; or
we have not received all the information and explanations, which to the best of our
knowledge and belief are necessary for the purpose of our audit.
F – 67

[signed]
Ayoola Oladeji and Co
Chartered Accountants 19 October 2012
F – 68

Consolidated statement of comprehensive income
for the year ended 31 December 2011
(Audited)
twelve
months
ended
31
December
(Audited)
twelve
months
ended
31 December
2011 2010
Notes € €
Turnover 4 25,411 22,274
Cost of sales (9,751) (9,507)
Gross Profit 15,660 12,767
Deficit on revaluation of investment properties
Administrative expenses 5 (1,140) (587)
Other operating expenses 5 (1,377) (659)
Operating profit 13,143 11,521
Finance income 7 149 -
Finance expense 7 (8,140) (7,493)
Profit before tax 5,152 4,028
Taxation 8 (989) (804)
Profit for the period 9 4,163 3,224
Profit attributable to:
Owners of the Group 4,163 3,224
Non-controlling interests - -
Profit for the period 4.163 3,224
Earnings per share
Basic and diluted, for comprehensive income for
the period attributable to ordinary equity holders
of the Parent Group
€0.0042
€0.0032
The notes below form an integral part of these financial statements.
F – 69

Consolidated statement of financial position
as at 31 December 2011
(Audited)
31
December
(Audited)
31
December
2011 2010
Notes € €
Non-current assets
Investment properties 11 81,618 78,140
Investment property under construction 12 22,500 28,051
Long Term Investments 11,129 10,698
Plant and equipment 13 8,607 9,991
Total non-current assets 123,854 126,880
Current assets
Trade and other receivables 2,921 4,330
Prepayments 411 -
Cash and cash equivalents 14 6,720 1,512
Total current assets 10,052 5,842
Total assets 133,906 132,722
Current liabilities
Trade and other payables 15 (2,796) (3,398)
Intercompany (741)
Interest-bearing loans and borrowings 16 (22,702) (30,806)
Total current liabilities (26,239) (34,204)
Non-current liabilities
Trade payables (644) (1,953)
Interest-bearing loans and borrowings 16 (32,120) (26,814)
Deferred tax liabilities 8 (989) -
Total non-current liabilities (33,753) (28,767)
Total liabilities (59,992) (62,971)
Net assets 73,914 69,751
Equity
Issues share capital 17 4,652 4,652
Share Premium 31,726 31,726
Revaluation Reserve 24,140 24,140
F – 70

Retained earnings 13,396 9,233
Total equity 73,914 69,751
The notes below form an integral part of these financial statements.
F – 71

Consolidated statement of changes in equity
for the year ended 31 December 2011
Total Equity
Issued Issued other Retained attributable
share share distributable earnings to holders of
capital capital reserve the Parent
Company
No €000 €000 €000 €000
Profit for the year 2009 1,000,000 5 55,866 6,009 61,880
As at 31 December 2009 1,000,000 5 55,866 6,009 61,880
Profit for the year 2010 1,000,000,000 4,647 3,224 7,871
As at 31 December 2010 1,001,000,000 4,652 55,866 9,233 69,751
Profit for the year 2011 4,163 4,163
As at 31 December 2011 1,001,000,000 4,652 55,866 13,396 73,914
F – 72

Consolidated statement of cash flow
for the year ended 31 December 2011
(Audited)
(Audited)
twelve
twelve
months
months ended
ended
31 December 31 December
2011 2010
€
€
Operating activities
Profit before tax 5,152 4,028
Adjustments for:
Depreciation 1,244 509
Finance income (149)
Finance expense 8,140 7,493
Cash flows from operations before changes in working
capital 14,387 12,030
Changes in working capital
(Decrease/(increase) in trades and other receivables 1,349 6,749
(Decrease/(increase) in prepayments (411)
Increase/ (Decrease) in trade and other payable 1,529 4,221
Cash flows from operating activities 16,854 23,000
Investing activities
Investment in properties 485 (2,284)
Purchase of plant and equipment - (5,640)
Interest received 149
Cash flows used in investing activities 634 (7,924)
Financing activities
Proceeds from loans
Proceeds from issue share capital - 4,644
Repayment of loans (4,558) (10,962)
Finance charges paid net (7,740) (7,493)
Cash flows from financing activities (12,298) (13,811)
F – 73

(Decrease)/increase in cash and cash equivalents 5,190 , 1,265
Cash and cash equivalents at the beginning of the period 1,512 247
Cash and cash equivalents at the end of the period 6,702 1,512
The notes below form an integral part of these financial statements.
1. General information
The consolidated financial statements of Suru Group Limited comprise the Group and its
subsidiaries (together referred to as the "Group").
Suru Group Limited is a real estate development and hotel business Group with strong focus on African countries. Suru
Group Limited holds through its subsidiaries, amongst others also the franchise rights in Best Western for the region,
operates several hotels under Suru Express brand and Manufacturing under the Johnson Products brand. The Group is
looking to acquire, develop and operate several further locations.
2. Significant accounting policies
a) Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis, except for
investment properties and investment properties under construction which have been
measured at fair value. The consolidated financial statements are presented in euros and all
values are rounded to the nearest thousand "€" except where otherwise indicated.
The consolidated financial statements of the Group for the period ended 31 December 2011
have been prepared in accordance with IFRSs adopted for use in the EU ("Adopted IFRSs"), and
The Companies Act 2006. The interim set of financial statements included in this interim report
has been prepared in accordance with the recognition and measurement requirements of
Adopted IFRSs. The interim set of financial statements has been prepared applying the
accounting policies and presentations that were applied in the preparation of the Group's
published consolidated financial statements for the period ended 31 December 2011. They do
not include all of the information required for full annual financial statements, and should be
read in conjunction with the consolidated financial statements of the Group as at and for the
period ended 31 December 2011.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate
financial resources to manage its business risks and to continue in operational existence for the
foreseeable future. Accordingly these consolidated financial statements have been prepared on a
going concern basis as it is the view of the Directors that this is the most appropriate basis of
preparation.
b) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Group and its
subsidiaries as at 31 December 2011. The financial statements of the subsidiaries are prepared
for the same reporting period as the Parent Group, using consistent accounting policies.
All intra-group balances and transactions and any unrealized income and expenses and profits
and losses arising from intra-group transactions are eliminated in preparing the consolidated
financial statements.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the
Group obtains control, and continue to be consolidated until the date that such control ceases.
F – 74

Non-controlling interests represent the portion of profit or loss and net assets not held by the
Group and are presented separately in the consolidated statement of comprehensive income and
within equity in the consolidated statement of financial position, separately from the parent
Group shareholders' equity.
c) Significant accounting policies
The accounting policies applied by the Group in these consolidated financial statements are the
same as those applied by the Group in its consolidated financial statements as at and for the
period ended 31 December 2011.
A summary of the principal accounting policies, all of which have been applied consistently throughout the current
year, is set out below:
d) Turnover
Turnover comprises proceeds from sale of properties, rental income from Hotels investment and properties, property
management fees, project consultancy fees, turnover from sales of manufacture products and bank fees income.
e) Investment property under construction
Property that is being constructed or developed for future use as investment property is
accounted for as an investment property under construction until construction or development
is complete and which is then reclassified as investment property. Investment property under
construction will be carried at fair value at the earlier of when the fair value first becomes
reliably measurable and the date of completion of the property. Any gain or loss will be
recognized in the statement of comprehensive income, consistent with the policy adopted for all
other investment properties carried at fair value.
f) Borrowing Costs
Borrowing costs associated with loans utilized in execution/ acquisition of qualifying capital
work in progress are capitalized in accordance with the provisions of International Accounting
Standard (IAS) No. 23. They include interest charges, establishment fees and other incidental
fees directly related to the creation and arrangement of the facilities. Gains or losses on the
disposal of fixed assets are included in the profit and loss account.
g) Investment properties
Investments Properties are properties held by the Group for rentals and capital appreciation other than for production,
supply of goods and services or for administrative purposes. Investment properties are carried at market value
determined every two (2) years by independent external values. Increases in their carrying amounts are credited to the
revaluation reserve in shareholders' equity. Decreases that offset previous increases of the same assets are charged
against the revaluation reserve while all other decreases are charged to the income statement. Revaluation surplus on
disposed assets are written back to income in line with the provisions of Statement of Accounting Standards (SAS) No.
13.
h) Plant and equipment
Recognition and measurement
Items of plant and equipment are stated at cost less accumulated depreciation and impairment
losses.
Depreciation
Where parts of an item of plant and equipment have different useful lives, they are accounted for
as separate items of plant and equipment.
Depreciation is charged in the statement of comprehensive income on a straight-line basis over
the estimated useful lives of each part of an item of the fixed assets. The estimated useful lives
are as follows:
Freehold land
Leasehold
Nil
Duration of lease
F – 75

Motor vehicles 20%
Equipment 25%
Furniture and Fittings 10%
Plant and Machinery 20%
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
i) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits and other
short-term highly liquid investments with original maturities of three months or less, that is
readily convertible to a known amount of cash and is subject to an insignificant risk of change in
value.
3. Operating segments
Segment information is presented in respect of the Groups operating segments. The operating
segments are based on the Groups management and internal reporting structure. Segment
results and assets include items directly attributable to a segment as well as those that can be
allocated to a segment on a reasonable basis.
Management considers that there is only one geographical segment which is West Africa and one
reporting segment which is investment in commercial and residential property.
4. Revenue
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2011 2010
€
€
Turnover 22,274 22,274
F – 76

5. Operating profit
The following items have been charged in arriving at operating profit:
Administrative expenses
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2011 2010
€
€
Audit fee 105 75
Legal and professional fees 281 113
Other administration costs 399 288
Non-recurring costs 355 111
Administrative expenses 1,140 587
Other operating expenses
Directors' fees 25 83
Bank fees 81 26
Depreciation 1,244 509
Marketing and other expenses 27 41
Other operating expenses 1,337 659
During the year fees of €, were incurred with lawyers and financial advisers post set up
of Haldane McCall plc. This fees is now consolidated within the 2011 accounts of Haldane McCall
plc.
6. Employee costs
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2011 2010
€
€
Employee Costs 22,274 22,274
7. Finance income and expense
(Audited)
twelve
months
(Audited)
twelve
months
F – 77

ended
ended
31 December 31 December
2011 2010
€
€
Bank interest income 149
Finance income 149
Bank interest expense (8,140) (4,846)
Amortization of capitalized finance costs - -
Finance expense (8,140) (4,846)
Net finance expense (7,991) (4,846)
8. Taxation
Consolidated statement of comprehensive income tax
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2011 2010
€
€
Current income tax
Current income tax charge 989 1,480
Adjustments in respect of prior period -
Total 989 1,480
9. Earnings per share
The calculation of the basic, diluted and adjusted earnings per share is based on the following
data:
(Audited)
(Audited)
Earnings
twelve
months ended
twelve
months ended
31 December 31 December
2011 2010
€
€
Profit for the period attributable to the equity holders
of the parent 4,163 3,224
F – 78

Adjusted earnings 4,163 3,224
Number of shares
Weighted average number of ordinary shares for the
purpose of basic and diluted earnings per share 1,001,000,000 1,001,000,000
Basic and diluted earnings per share 0.0042€ 0.0032€
As there are no share options in issue, the diluted earnings per share are identical to the basic
earnings per share.
10. Net assets per share
(Audited)
twelve
months ended
(Audited)
twelve
months ended
31 December 31 December
2011 2010
€
€
Net assets
Net assets for the purpose of assets per share (assets
attributable to the equity holders of the parent) 59,992 69,751
Adjusted net assets attributable to equity holders of the
parent 59,992 69,751
Number of shares
Number of ordinary shares for the purpose of net assets
per share 1,001,000,000 1,001,000,000
Net assets per share 0.059€ 0.069€
11. Investment properties
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2011 2010
€
€
Balance as at period end 81,618 78,140
Valuation of investment properties
The valuation is based upon assumptions including future rental income, anticipated
maintenance costs and the appropriate discount rate. The properties are valued on the basis of a
F – 79

ten year discounted cash flow model supported by comparable evidence. The discounted cash
flow calculation is a valuation of rental income considering non-recoverable costs and applying a
discount rate for the current income risk over a ten year period. After ten years a determining
residual value (exit scenario) is calculated. A cap rate is applied to the more uncertain future
income, discounted to a present value. As a result of the level of judgement used in arriving at
the market valuations, the amounts which may ultimately be realised in respect of any given
property may differ from the valuations shown on the statement of financial position.
12. Investment property under construction
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2011 2010
€
€
Balance as at period end 22,250 28,051
13. Plant and equipment
Cost
As at 31 December 2010
Additions during the year
Buildings,
Plant and
Fixtures
and
equipment fittings Total
€ € €
9,410 1,586 10,996
Disposals during the year 523 523
As at 31 December 2011 9,410 1,063 10,473
Depreciation
As at 31 December 2010
Additional Charges during the year
497 125 898
1.094 150 1,244
Disposals during the year - - -
As at 31 December 2011 1,591 275 1,866
F – 80

Net book value as at 31 December 2010 8,913 938 10,098
Net book value as at 31 December 2011 7,819 788 8,607
14. Cash and cash equivalents
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2011 2010
€
€
Cash at banks and in hand 6,720 1,512
Balance as at period end 6,720 1,512
15. Trade and other payables
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2011 2010
€
€
Trade payables 1,448 1,445
Accrued expenses 650 1,255
Accrued interest 400
Other payables 298 698
Balance as at period end 2,796 3,398
16. Interest-bearing loans and borrowings
(Audited)
twelve
months
ended
31
December
(Audited)
twelve
months
ended
31 December
F – 81

2011 2010
Maturity € €
Current
Bank facilities 22,702 30,806
Non-current
22,702 30,806
Bank facilities 31,847 26,541
Bank facilities 273 273
32,120 26,814
Total 54,822 57,620
17. Issued share capital
Share capital
Number
€
Authorized
Ordinary and preferred shares of no par value 2,000,000,000 9,293
As at 31 December 2011 2,000,000,000 9,293
Issued and fully paid
Ordinary and preferred shares of no par value
Ordinary shares 1,001,000,000 4,651
Preferred shares - -
Share brought back and held in treasury - -
As at 31 December 2011 1,001,000,000 4,651
Holders of the ordinary shares are entitled to receive dividends and other distributions and to
attend and vote at any general meeting.
18. Dividends
(Audited)
twelve
months
ended
(Audited)
twelve months
ended
31 December 31 December
2011 2010
€
€
Dividend - -
F – 82

)n order to sustain investment in the Groups portfolio whilst also ensuring cash resources are
preserved, the Board has proposed not to pay a dividend in the period ended 31 December 2011.
19. Capital commitments
As at 31 December 2011 the Group had contracted capital expenditure on existing properties of
€.million. These were committed but not yet provided for.
F – 83

20. Subsidiaries
Companies
Date
Business Ownership
Incorporated Activities %
Suru Suites and Hotels Limited 28/02/2008 Hotels 100%
Suru Express Limited 22/05/2010 Hotels 100%
Suru Homes Limited 18/05/2008 Real Estates 100%
Suru Worldwide Ventures Limited 23/02/2007 Real Estates 100%
Ind. Prolific Microfinance Bank Limited 18/03/2008 Banking 75%
Independent Continuation Limited 15/08/2008 Private Equity Fund 100%
Johnson Products Nigeria Limited 15/10/1974 Manufacturing 74%
F – 84

2010
Financial Statements Suru Group
2010, audited
Annual
Report
[SURU GROUP LIMITED]
F – 85

Corporate Details
Lagos Office
Suru House
2 Sobo Arobiodu Street
Ikeja GRA
Lagos
Nigeria
Auditors
Ayoola Oladeji and Co
46 Olowu Street
Ikeja, Lagos
Nigeria
Nigeria solicitors
Dele Ojogbede and Co
8/10 Broad Street,
Lagos, Nigeria
F – 86

Current Portfolio
Hotels
Real Estates
Manufacturing
F – 87

Directors’ Report
For the year ended 31 December, 2010
The directors are pleased to present the audited report for the Company for the year ended 31st
December, 2010.
Principal Activity and Legal Form
Suru Group Limited was incorporated on 18 th November 2008 as holding company to its
subsidiaries and to carry on the business of subsidiaries and any other business it may in future
engage in being activities legally permitted under the laws of the Federal Republic of Nigeria.
Operating Results
The operating results for the year ended December 31, 2010 are as follows:
Year ended Year ended
31 December 31December
2010
2009
€000 €000
Turnover 22,274 21,214
Profit/(Loss) on ordinary activities before taxation 4,028 7,489
Estimated Tax (805) (1,480)
Profit/(Loss) on ordinary activities after taxation 3,224 6,009
Directors and their Interests
The directors who served during the year were as follow.
Mr. E. Akinlade
Mrs. Olatunosun Akinlade
Mr. James Sadoh
Mr. Olatunde Oluloye
Mrs. Folakemi Akere
Chairman/CEO
Director
Director
Director
Director
Post Balance sheet events:
As at April 2010 there were no post balance sheet events which could have had any material
effect on the state of affairs of the company as well as the profit for the period ended 31 st
December, 2010 which have not been adequately provided for.
Health, Safety and Welfare at Work
The Company places a high premium on the health, safety and welfare of its employees. To these
end medical expenses of employees are borne by the Company, subject to a specified limit for
each employee.
Employee Involvement and Training
The Company places considerable value on the involvement of its employees and has continuous
practice of keeping them informed on matters affecting them as employees and on the various
factors affecting the performance of the Company. The Company organizes in-house training
complemented when and where necessary with formally organized external courses.
F – 88

Reporting Accountants
Messrs. Ayoola Oladeji & Co, Chartered Accountants have indicated their willingness to
continue in office as Auditors of the company.
[signed]
Ayodeji Oyeyemi
Company Secretary
[signed]
Edward Akinlade
Chairman and CEO
Lagos , 6 March 2011
F – 89

Board of Directors
The Group currently has an investment team which comprise of directors with wide range of
experience:
Our team
Mr. Edward Ola Akinlade
Mr. James Sadoh
Mr. Olatunde Oluloye
Mrs. Folakemi Akere
Mrs. Ayodeji Adewumi
Mrs Olatunbosun Akinlade
Chairman/Group Managing Director
Director
Director
Director
Group Secretary
Non-Executive Director
Edward Akinlade, Chairman/Group Managing Director
Mr. Edward Akinlade is a member of the Chartered Institute of Management Accountants (CIMA)
U.K. and the Institute of Chartered Accountants of Nigeria (ICAN). He studied accounting at the
South Bank University and also qualified as an Accountant through the London School of
Accountancy.
Mr. Akinlade is highly competent in property finance and trading and is versatile in the
Origination, Conception, Structuring and Completion of a wide range Property Development.
Edward is experienced in both the international and local markets. He pioneered the
development of co-operative upscale developments of luxury terraced housing units in the local
Nigerian market and has completely redesigned and developed the Ikeja GRA Lagos skyline. He
also possesses excellent advisory and project implementation skills.
In addition, he was a Consultant with Capita Limited, a Management Consultancy firm focused
on the U.K. Public Sector. He had a broad range of roles which included Providing Financial
Management Support for U.K. Government Projects and Cost Centre Managers.
James Sadoh, Director
James Sadoh is a multi-skilled professional who has had a strong career emphasis in the area of
financial services which has included and not limited to project finance, management, sales,
corporate finance and mortgage finance. He possesses superior people management skills and is
highly motivated, dedicated, and conscientious with a determination to succeed. James has
excellent communication, organizational, leadership, negotiation and interpersonal skills.
James attended Saint Bonaventure University N.Y, USA, where he majored in BA philosophy pre
Act 2006 and minored in Business Administration, he further attained a full CEMAP 1, 2 &3
qualifications. He had his secondary education in both Switzerland and England between 1975
and 1982. He has undertaken courses and certification in mortgage & insurance training, MS
Front page 2000, JavaScript and visual Basic 5, Microsoft Windows NT4 Core Technologies,
Microsoft Windows 95 Network Support, PC Hardware and DOS Fundamentals. He also attended
a Time Management and Human Resources Management Seminar in 1993.
Mr. James Sadoh worked in Millers Outpost from September 1986 to February 1993; he
subsequently joined Mitchell/Titus & Co, where he served in various capacities between March
1993 and March 1996, in the United States of America. He later moved to the UK, and joined
Centrust Management Consultant as a Support Analyst from March 1996 to August 1997, after
having a stint there he proceeded to Churchill Finance where he worked as a Network
F – 90

Administrator/DBA/Project Manager from September 1997 - May 2002. He presently serves as
a director in numerous companies.
OlatundeOluloye, Director
Olatunde Olaitan Oluloye started his brilliant working career at the Riverside Hotel in Ibadan as
a hotel manager during and after his National Youth service Corps, following his HND degree in
hotel management. He has lectured at various Catering & Hotel Management Schools in Nigeria.
He joined the Lagos Sheraton Hotel and Towers, Lagos as a member of the management team
and participated actively in the Pre-Opening activities in 1985 and its subsequent Post-Opening
management. Olatunde was involved in on-the-job and guest service standards training of this
hotel. He was sent to the renowned The Hague Hotel School, The Hague, Netherlands (the world
best hotel school) by the Sheraton corporation headquarters in 1986 after which he proceeded
to Britain to work briefly at the Sheraton Skyline Hotel in Heathrow, London.
Olatunde later returned to the Lagos Sheraton Hotel and Towers in the senior management level.
He has travelled far and wide in Europe attending Sheraton Management Corporation
Headquarters designed workshops, seminars and trainings on management development, hotel
sales and marketing and the nitty gritty of successful management of hotels worldwide.
Olatunde was part of the team responsible for the installation and training of the Sheratons
Hotel Management Systems (computer systems). He has also been exposed to hotel management
workings in Brussels, Belgium. Olatunde left the Sheraton hotel group in 1990 mainly for the
reason to contribute his own quota to help improve the not too encouraging standard of the
hotel industry in Nigeria as at this time when he founded an hotel management consultancy firm
which later merged with another hotel consulting concern that brought together four seasoned
hotel management experts to form the Hotel Management Services Limited (HMS).A Group of
which he became the Managing Director and the Chief Executive Officer from where he joined
the Suru Group Limited as the Executive Director, Hotels & Hospitality in January 2009. He is
responsible for overseeing all hotel and hospitality business of the group. Olatunde is a member
of the prestigious worldwide acclaimed Institute of Hospitality (IoH) in the United Kingdom.
Mrs. Folakemi Akere, Director
Mrs Akere Olawunmi Folakemi, a highly motivated professional with pragmatic experience in
qualitative management. She obtained a B.A (Hons.) degree from Obafemi Awolowo University
Ile-Ife in 1997. After graduation from the University, she has worked in various reputable
organizations acquiring various experiences in Management, Administration and Operations.
Folakemi is an articulate self starter, a valued team player with inmate ability to work under
pressure, multitasking and highly proactive. She has attended several management courses,
conferences and seminars. She joined Suru Group in 2007 and had since been handling the
operations of the organization with enviable professionalism. She is happily, married with
children.
Mrs. AyodejiAdewumi ,Group Secretary
Mrs Ayodeji Adewumi is a Chartered Secretary and a Member of the Institute of Chartered
Secretaries and Administrators of Nigeria. She is also an Associate Member of the Chartered
Institute of Arbitrators (UK) Nigeria Branch and the Nigerian Bar Association. She has practiced
as an Advocate and Solicitor of the Supreme Court of Nigeria in several law firms. She has a
wealth of experience in Corporate and Commercial Legal practice. Until her appointment with
SURU GROUP LIMITED she was Legal Officer in a public quoted Group.
F – 91

Mrs. Olatunbosun Akinlade, Non Executive Director
Mrs Olatunbosun Akinlade is a graduate of South bank University, London. Worked in various
capacities as nurse in the United Kingdom for many years. Her long term interest is in personnel
management and caring for people.
She is married to Edward Akinlade, our chairman with 4 children
Statement of Directors responsibilities
in respect of the directors report and the financial statements
The Directors are required by the Companies Act 2006 to prepare financial statements for each
financial period, which give a true and fair view of the state of affairs of the Group as at the end
of the financial period and of its profit or loss for that period, under the Companies Act 2006
they have elected to prepare the financial statements in accordance with IFRSs as adopted by the
EU and the applicable Companies Act 2006. In preparing these financial statements, the
Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates which are reasonable and prudent;
state whether applicable accounting standards have been followed, subject to any
material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Group will continue in business.
The Directors are responsible for keeping proper accounting records that disclose with
reasonable accuracy at any time the financial position of the Group and enable them to ensure
that the financial statements comply with the Companies Act 2006 and are in accordance with
IFRSs as adopted by the EU. They are also responsible for safeguarding the assets of the Group
and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
F – 92

Independent auditors’ report
to the members of Suru Group Limited
We have audited the Group financial statements the financial statements of Suru Group
Limited the Group for the year ended December which comprise the consolidated
statement of comprehensive income, the consolidated statement of financial position, the
consolidated cash flow statement, consolidated statement of changes in stock holders equity and
the related notes. The financial reporting framework that has been applied in their preparation
is applicable law and International Financial Reporting Standards as adopted by the EU.
This report is made solely to the Groups members, as a body, in accordance with the Companies
Act .Our audit work has been undertaken so that we might state to the Groups members
those matters we are required to state to them in an auditors report and for no other purpose.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors responsibilities set out in this account, the
Directors are responsible for the preparation of the financial statements and for being satisfied
that they give a true and fair view. Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and International Standards on Auditing
(UK and Ireland). Those standards require us to comply with the Auditing Practices Boards
APBs Ethical Standards for Auditors.
Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts and disclosures in the financial
statements sufficient to give reasonable assurance that the financial statements are free from
material misstatement, whether caused by fraud or error. This includes an assessment of:
whether the accounting policies are appropriate to the Groups circumstances and have been
consistently applied
and adequately disclosed; the reasonableness of significant accounting estimates made by the
Board of Directors; and the overall presentation of the financial statements. In addition, we read
all the financial and non-financial information in the Annual Report to identify material
inconsistencies with the audited financial statements. If we become aware of any apparent
material misstatements or inconsistencies we consider the implications for our report.
Opinion on financial statements
In our opinion the financial statements:
give a true and fair view of the state of the Groups affairs as at December and of
its profit for the year then ended;
are in accordance with International Financial Reporting Standards as adopted by the
EU;
and
comply with the Companies Act 2006.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006
requires us to report to you if, in our opinion:
the Group has not kept proper accounting records; or
the financial statements are not in agreement with the accounting records; or
we have not received all the information and explanations, which to the best of our
knowledge and belief are necessary for the purpose of our audit.
F – 93

[signed]
Ayoola Oladeji and Co
Chartered Accountants,
19 October2012
F – 94

Consolidated statement of comprehensive income
for the year ended 31 December 2010
(Audited)
twelve
months
ended
31
December
(Audited)
twelve
months
ended
31 December
2010 2009
Notes € €
Turnover 4 22,274 21,214
Cost of sales (9,507) (7,605)
Gross Profit 12,767 13,609
Deficit on revaluation of investment properties
Administrative expenses 5 (587) (755)
Other operating expenses 5 (659) (519)
Operating profit 11,521 12,335
Finance income 7 - -
Finance expense 7 (7,493) (4,846)
Profit before tax 4,028 7,489
Taxation 8 (804) (1,480)
Profit for the period 9 3,224 6,009
Profit attributable to:
Owners of the Group 3,224 6,009
Non-controlling interests - -
Profit for the period 3,224 6,009
Earnings per share
Basic and diluted, for comprehensive income for
the period attributable to ordinary equity holders
of the Parent Group
€0.0032
€.009
The notes below form an integral part of these financial statements.
F – 95

Consolidated statement of financial position
as at 31 December 2010
(Audited)
31
December
(Audited)
31
December
2010 2009
Notes € €
Non-current assets
Investment properties 11 78,140 78,140
Investment property under construction 12 28,051 25,767
Long Term Investments 10,698 10,698
Plant and equipment 13 9,991 4,860
Total non-current assets 126,880 119,465
Current assets
Trade and other receivables 4,330 11,079
Prepayments - -
Cash and cash equivalents 14 1,512 247
Total current assets 5,842 11,326
Total assets 132,722 130,791
Current liabilities
Trade and other payables 15 (3,398) -
Interest-bearing loans and borrowings 16 (30,806) (36,758)
Total current liabilities (34,204) (36,758)
Non-current liabilities
Trade payables (1,953) (1,130)
Interest-bearing loans and borrowings 16 (26,814) (31,023)
Deferred tax liabilities 8 - -
Total non-current liabilities (28,767) (32,153)
Total liabilities (62,971) (68,911)
Net assets 69,751 61,880
Equity
Issues share capital 17 4,652 5
Share Premium 31,726 31,726
Revaluation Reserve 24,140 24,140
Retained earnings 9,233 6,009
F – 96

Total equity 69,751 61,880
The notes below form an integral part of these financial statements.
F – 97

Consolidated statement of cash flow
for the year ended 31 December 2010
(Audited)
(Audited)
twelve
twelve
months
months ended
ended
31 December 31 December
2010 2009
€
€
Operating activities
Profit before tax 4,028 7,489
Adjustments for:
Depreciation 509 389
Finance income
Finance expense 7,493 4,846
Cash flows from operations before changes in working
capital 12,030 12,724
Changes in working capital
(Decrease/(increase) in trades and other receivables 6,749 (11,079)
Increase/ (Decrease) in trade and other payable 4,221 1,130
Cash flows from operating activities 23,000 2,774
Investing activities
Investment in properties (2,284) -
Purchase of plant and equipment (5,640) (1,763)
Cash flows used in investing activities (7,924) (1,763)
Financing activities
Proceeds from loans 1,086
Proceeds from issue share capital 4,644
Repayment of loans (10,962)
Finance charges paid net (7,493) (4,846)
Cash flows from financing activities (13,811) (3,760)
(Decrease)/increase in cash and cash equivalents 1,265 , (2,748)
F – 98

Cash and cash equivalents at the beginning of the period 247 2,995
Cash and cash equivalents at the end of the period 1,512 247
1. General information
The consolidated financial statements of Suru Group Limited comprise the Group and its
subsidiaries (together referred to as the "Group").
Suru Group Limited is a real estate development and hotel business Group with strong focus on
African countries. Suru Group Limited holds through its subsidiaries, amongst others also the
franchise rights in Best Western for the region, operates several hotels under Suru Express
brand and Manufacturing under the Johnson Products brand. The Group is looking to acquire,
develop and operate several further locations.
2. Significant accounting policies
a) Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis, except for
investment properties and investment properties under construction which have been
measured at fair value. The consolidated financial statements are presented in euros and all
values are rounded to the nearest thousand "€" except where otherwise indicated.
The consolidated financial statements of the Group for the period ended 31 December 2010
have been prepared in accordance with IFRSs adopted for use in the EU ("Adopted IFRSs"), and
The Companies Act 2006. The interim set of financial statements included in this interim report
has been prepared in accordance with the recognition and measurement requirements of
Adopted IFRSs. The interim set of financial statements has been prepared applying the
accounting policies and presentations that were applied in the preparation of the Group's
published consolidated financial statements for the period ended 31 December 2010. They do
not include all of the information required for full annual financial statements, and should be
read in conjunction with the consolidated financial statements of the Group as at and for the
period ended 31 December 2010.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate
financial resources to manage its business risks and to continue in operational existence for the
foreseeable future. Accordingly these consolidated financial statements have been prepared on a
going concern basis as it is the view of the Directors that this is the most appropriate basis of
preparation.
b) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Group and its
subsidiaries as at 31 December 2010. The financial statements of the subsidiaries are prepared
for the same reporting period as the Parent Group, using consistent accounting policies.
All intra-group balances and transactions and any unrealized income and expenses and profits
and losses arising from intra-group transactions are eliminated in preparing the consolidated
financial statements.
Subsidiaries are fully consolidated from the date of acquisition, being the date on which the
Group obtains control, and continue to be consolidated until the date that such control ceases.
Non-controlling interests represent the portion of profit or loss and net assets not held by the
Group and are presented separately in the consolidated statement of comprehensive income and
within equity in the consolidated statement of financial position, separately from the parent
Group shareholders' equity.
F – 99

c) Significant accounting policies
The accounting policies applied by the Group in these consolidated financial statements are the
same as those applied by the Group in its consolidated financial statements as at and for the
period ended 31 December 2010.
A summary of the principal accounting policies, all of which have been applied consistently
throughout the current year, is set out below:
d) Turnover
Turnover comprises proceeds from sale of properties, rental income from Hotels investment and
properties, property management fees, project consultancy fees, turnover from sales of
manufacture products and bank fees income.
e) Investment property under construction
Property that is being constructed or developed for future use as investment property is
accounted for as an investment property under construction until construction or development
is complete and which is then reclassified as investment property. Investment property under
construction will be carried at fair value at the earlier of when the fair value first becomes
reliably measurable and the date of completion of the property. Any gain or loss will be
recognized in the statement of comprehensive income, consistent with the policy adopted for all
other investment properties carried at fair value.
f) Borrowing Costs
Borrowing costs associated with loans utilized in execution/ acquisition of qualifying capital
work in progress are capitalized in accordance with the provisions of International Accounting
Standard (IAS) No. 23. They include interest charges, establishment fees and other incidental
fees directly related to the creation and arrangement of the facilities. Gains or losses on the
disposal of fixed assets are included in the profit and loss account.
g) Investment properties
Investments Properties are properties held by the Group for rentals and capital appreciation
other than for production, supply of goods and services or for administrative purposes.
Investment properties are carried at market value determined every two (2) years by
independent external values. Increases in their carrying amounts are credited to the revaluation
reserve in shareholders' equity. Decreases that offset previous increases of the same assets are
charged against the revaluation reserve while all other decreases are charged to the income
statement. Revaluation surplus on disposed assets are written back to income in line with the
provisions of Statement of Accounting Standards (SAS) No. 13.
h) Plant and equipment
Recognition and measurement
Items of plant and equipment are stated at cost less accumulated depreciation and impairment
losses.
Depreciation
Where parts of an item of plant and equipment have different useful lives, they are accounted for
as separate items of plant and equipment.
Depreciation is charged in the statement of comprehensive income on a straight-line basis over
the estimated useful lives of each part of an item of the fixed assets. The estimated useful lives
are as follows:
Freehold land
Nil
F – 100

Leasehold
Duration of lease
Motor vehicles 20%
Equipment 25%
Furniture and Fittings 10%
Plant and Machinery 20%
Depreciation methods, useful lives and residual values are reviewed at each reporting date.
i) Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits and other
short-term highly liquid investments with original maturities of three months or less, that is
readily convertible to a known amount of cash and is subject to an insignificant risk of change in
value.
3. Operating segments
Segment information is presented in respect of the Groups operating segments. The operating
segments are based on the Groups management and internal reporting structure. Segment
results and assets include items directly attributable to a segment as well as those that can be
allocated to a segment on a reasonable basis.
Management considers that there is only one geographical segment which is West Africa and one
reporting segment which is investment in commercial and residential property.
4. Revenue
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2010 2009
€
€
Turnover 22,274 21,214
5. Operating profit
The following items have been charged in arriving at operating profit:
Administrative expenses
F – 101
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2010 2009
€
€
Audit fee 75 71
Legal and professional fees 113 106
Other administration costs 288 483
Non-recurring costs 111 95

Administrative expenses 587 755
Other operating expenses
Directors' fees 83 75
Bank fees 26 52
Depreciation 509 389
Marketing and other expenses 41 35
Other operating expenses 659 519
6. Employee costs
The Suru Group Limited the company has no direct employees, all staff is employed by Suru
Group Limited, the Nigerian operating company of the Group.
7. Finance income and expense
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2010 2009
€
€
Bank interest income
Finance income
Bank interest expense (7,493) (4,846)
Amortization of capitalized finance costs - -
Finance expense (7,493) (4,846)
Net finance expense (7,493) (4,846)
8. Taxation
Consolidated statement of comprehensive income tax
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2010 2009
€
€
Current income tax
F – 102

Current income tax charge 804 1,480
Adjustments in respect of prior period -
Total 804 1,480
F – 103

9. Earnings per share
The calculation of the basic, diluted and adjusted earnings per share is based on the following
data:
(Audited)
(Audited)
Earnings
twelve
months ended
twelve
months
ended
31 December 31 December
2010 2009
€
€
Profit for the period attributable to the equity holders of
the parent 3,224 6,251
Adjusted earnings 3,224 6,251
Number of shares
Weighted average number of ordinary shares for the
purpose of basic and diluted earnings per share 1,001,000,000 1,000,000
Basic and diluted earnings per share 0.0032€ 6.009€
As there are no share options in issue, the diluted earnings per share are identical to the basic
earnings per share.
10. Net assets per share
(Audited)
twelve
months ended
(Audited)
twelve
months
ended
31 December 31 December
Net assets
2010 2009
€
Net assets for the purpose of assets per share (assets
attributable to the equity holders of the parent) 69,751 61,880
€
Adjusted net assets attributable to equity holders of the
parent 69,751 61,880
Number of shares
Number of ordinary shares for the purpose of net assets
per share 1,001,000,000 1,000,000
F – 104

Net assets per share 0.069€ 61.88€
F – 105

11. Investment properties
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2010 2009
€
€
Balance as at period end 78,140 78,140
Valuation of investment properties
The valuation is based upon assumptions including future rental income, anticipated
maintenance costs and the appropriate discount rate. The properties are valued on the basis of a
ten year discounted cash flow model supported by comparable evidence. The discounted cash
flow calculation is a valuation of rental income considering non-recoverable costs and applying a
discount rate for the current income risk over a ten year period. After ten years a determining
residual value (exit scenario) is calculated. A cap rate is applied to the more uncertain future
income, discounted to a present value. As a result of the level of judgement used in arriving at
the market valuations, the amounts which may ultimately be realised in respect of any given
property may differ from the valuations shown on the statement of financial position.
12. Investment property under construction
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2010 2009
€
€
Balance as at period end 28,051 25,767
13. Plant and equipment
Buildings,
Plant and Fixtures and
equipment fittings Total
€ € €
Cost
As at 31 December 2009 4,700 549 5,249
Additions during the year
F – 106
4,603 1,037 5,640

Disposals during the year - - -
As at 31 December 2010 9,303 1,586 10,889
Depreciation
As at 31 December 2009
Additions during the year
370 19 389
498 11 509
Disposals during the year - - -
As at 31 December 2010 868 30 898
Net book value as at 31 December 2010 8,435 1,556 9,991
Net book value as at 31 December 2009 4,330 530 4,860
14. Cash and cash equivalents
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2010 2009
€
€
Cash at banks and in hand 1,512 247
Balance as at period end 1,512 247
15. Trade and other payables
(Audited)
twelve
months
ended
(Audited)
twelve
months
ended
31 December 31 December
2010 2009
€
€
Trade payables 1,445
Accrued expenses 1,255
Accrued interest
F – 107

Other payables 698
Balance as at period end 3,398
16. Interest-bearing loans and borrowings
(Audited)
twelve
months
ended
31
December
(Audited)
twelve
months ended
31 December
Current
2010 2009
Maturity € €
Bank facilities 30,806 36,758
Non-current
30,806 36,758
Bank facilities 26,541 31,023
Bank facilities 273 -
26,814 31,023
Total 57,620 67,781
17. Issued share capital
Share capital
Number
€
Authorized
Ordinary and preferred shares of no par value 2,000,000,000 9,293
As at 31 December 2010 2,000,000,000 9,293
Issued and fully paid
Ordinary and preferred shares of no par value
Ordinary shares 1,001,000,000 4,651
Preferred shares - -
Share brought back and held in treasury - -
As at 31 December 2010 1,001,000,000 4,651
Holders of the ordinary shares are entitled to receive dividends and other distributions and to
attend and vote at any general meeting.
F – 108

18. Dividends
(Audited)
twelve
months
ended
(Audited)
twelve months
ended
31 December 31 December
2010 2009
€
€
Dividend - -
In order to sustain investment in the Group's portfolio whilst also ensuring cash resources are
preserved, the Board has proposed not to pay a dividend in the period ended 31 December 2010.
19. Capital commitments
As at 31 December 2010 the Group had contracted capital expenditure on existing properties of
€.million. These were committed but not yet provided for.
20. Subsidiaries
Companies
Date
Business Ownership
Incorporated Activities %
Suru Suites and Hotels Limited 28/02/2008 Hotels 100%
Suru Express Limited 22/05/2009 Hotels 100%
Suru Homes Limited 18/05/2008 Real Estates 100%
Suru Worldwide Ventures Limited 23/02/2007 Real Estates 100%
Independent Continuation Limited 15/08/2008 Private Equity Fund 100%
Johnson Products Nigeria Limited 15/10/1974 Manufacturing 74%
F – 109

X. VALUATION REPORT
The valuation report is part of the Prospectus and can additionally be inspected on the
company´s website http://www.haldanemccallplc.com. Ubosi Eleh & Co. have consented to the
fact that and the form the report is being published in this prospectus.
The following excerpt is a quotation from the Valuation Report:
UBOSI
ELEH + CO.
Estate Surveyors + Valuers
HEAD OFFICE:
27, Obafemi Awolowo Way,
2nd Floor, P. 0. Box 3413,
lkeja, Lagos.
Tel: 01-480 1807
0805 479 7515
www.ubosieleh.com
e-mail: info@ubosieleh.com
June 23, 2012
The Board of Directors
Haldane McCall PLC
Suru House
2, Sobo Arobiodu Street
GRA Ikeja, Lagos
Dear Sir,
VALUATION OF PROPERTIES BELONGING TO SURU GROUP LIMITED
Further to your recent instruction namely to determine the Open Market Capital Value of the
above captioned properties, we have since carried out our inspection and now have the pleasure
in reporting to you as follows :
DATE OF INSPECTION :
Our inspection was undertaken on Wednesday and Thursday, the 20 th and 21 day of June 2012.
PROPERTIES VALUED :
Properties valued, details of which would be found in the attached schedules are as follows:
1 12, Rev Ogunbiyi Street. G.R.A., lkeja, Lagos Schedule I
2 13, Rev Ogunbiyi Street,· G.R.A.,lkejo, Lagos Schedule II
3 16, Esugboyi Street, G.R.A.,Ikejo, Lagos Schedule III
4 43, Remi Fani Kayode Street, G.R.A. Ikeja, Lagos Schedule IV
5 Plot 14/16, l.adoke Akintola Street, G.R.A. Ikeja, Lagos Schedule V
R – 1

6 Plot 8, Sasegbon Street, G.R.A., Ikeja, Lagos Schedule VI
7 Plot 10, Sasegbon Street, G.R.A., Ikeja, Lagos Schedule VII
8 Plot 12, Sasegbon Street, G.R.A., Ikeja, Lagos Schedule VIII
9 Plot 14, Oba Akinjobi Street, G.R.A., Ikeja, Lagos Schedule IX
10 Plot 20, Oba Akinjobi Street, G.R.A., Ikeja, Logos Schedule X
11 Plot 1, Oduduwa Street, G.R.A., Ikeja, Lagos Schedule XI
12 Plot 4, Sowemimo Street, G.R.A. Ikeja, Lagos Schedule XII
13 Plot 11, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos Schedule XIII
14 Plot 15, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos Schedule XIV
15 Plot 19, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos Schedule XV
16 Plot 21, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos Schedule XVI
17 Plot 23, Adeyemo Alakija Street, G.R.A.Ikeja, Lagos Schedule XVII
18 Plot 3, Micheal Ogun Street, G.R.A.,Ikeja, Lagos Schedule XVIII
19 2, Sobo Arobiodu Street, G.R.A.,Ikeja, Lagos Schedule XIX
20 86, Opebi Road, Ikeja Lagos Schedule XX
21 49, Joel Ogunnaike, Ikeja, Lagos Schedule XXI
22 12, Allen Avenue, Ikeja, Lagos Schedule XXII
23 104, Alhaji Muritala Animashaun Close, Surulere, Lagos Schedule XXIII
24 Suru Ibeshe Low Cost Housing, Owode-Ibeshe Road, Ikorodu, Lagos Schedule XXIV
25 Along Majidun-Awori Town,Ikorodu, Lagos Schedule XXV
26 Plot B, Ikosi Road, Oregun Industrial Estate, Lagos Schedule XVI1
INFORMATION:
Information given in this Report has been obtained as follows :
i. As regards the descriptive and locational details from visual inspection of the
properties;
ii. As regard the values from a combination of analysis of open market transactions on
similar properties in the neighbourhood;
iii. As regards the title, from assumptions made by us and information provided by the
addressee.
ASSUMPTIONS:
In valuing the properties we have assumed :
i. That the information with which we are supplied
Are correct;
ii. That the title to the properties are good and marketable;
iii. That the properties are not adversely affected by or subject to compulsory
acquisition, road widening, new proposal or planning scheme;
iv. That the properties are free from all onerous charges and restrictions.
VALUATION BASIS:
The basis of valuation is the Open Market that is the price, which an interest in a property might
reasonably be expected to realize in a sale by Private Treaty assuming :
R – 2

a. A willing buyer;
b. A reasonable period within which to negotiate the sale taking into account the nature of
the property and the state of the market;
c. Values will remain static throughout the period;
d. The property will be freely exposed to the market;
e. No account is to be taken of an additional bid by a special purchaser;
f. No account is to be taken of expenses of realization which may arise in the event of a
disposal.
OPINION:
WE ARE OF THE OPINION that the Open Market Capital values of the above-captioned
properties as at Wednesday and Thursday the 20 th and 21 st day of June, 2012 was in the sum
of € 96,233,712.00 (Ninety-six million, two hundred and thirty-three thousand, seven
hundred and twelve Euro) only.
This is made up as follows:
No. Property Value
1 12, Rev Ogunbiyi Street. G.R.A., lkeja, Lagos 5,454,545.50
2 13, Rev Ogunbiyi Street,· G.R.A.,lkejo, Lagos 4,772,727.30
3 16, Esugboyi Street, G.R.A.,Ikejo, Lagos 3,818,181.80
4 43, Remi Fani Kayode Street, G.R.A. Ikeja, Lagos 3,863,636.40
5 Plot 14/16, l.adoke Akintola Street, G.R.A. Ikeja, Lagos 3,863,636.40
6 Plot 8, Sasegbon Street, G.R.A., Ikeja, Lagos 2,045,454.60
7 Plot 10, Sasegbon Street, G.R.A., Ikeja, Lagos 2,045,454.60
8 Plot 12, Sasegbon Street, G.R.A., Ikeja, Lagos 2,045,454.60
9 Plot 14, Oba Akinjobi Street, G.R.A., Ikeja, Lagos 2,272,727.30
10 Plot 20, Oba Akinjobi Street, G.R.A., Ikeja, Logos 2,272,727.30
11 Plot 1, Oduduwa Street, G.R.A., Ikeja, Lagos 2,272,727.70
12 Plot 4, Sowemimo Street, G.R.A. Ikeja, Lagos 1,818,181.80
13 Plot 11, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos 1,818,181.80
14 Plot 15, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos 2,500,000.00
15 Plot 19, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos 1,818,181.80
16 Plot 21, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos 1,818,181.80
17 Plot 23, Adeyemo Alakija Street, G.R.A.Ikeja, Lagos 1,818,181.80
18 Plot 3, Micheal Ogun Street, G.R.A.,Ikeja, Lagos 1,909,090.90
19 2, Sobo Arobiodu Street, G.R.A.,Ikeja, Lagos 2,728,885.50
20 86, Opebi Road, Ikeja Lagos 8,272,727.30
21 49, Joel Ogunnaike, Ikeja, Lagos 2,500,000.00
22 12, Allen Avenue, Ikeja, Lagos 22,729,827.30
23 104, Alhaji Muritala Animashaun Close, Surulere, Lagos 375,000.00
24 Suru Ibeshe Low Cost Housing, Owode-Ibeshe Road, Ikorodu, Lagos 945,454.60
25 Along Majidun-Awori Town,Ikorodu, Lagos 3,409,090.90
26 Plot B, Ikosi Road, Oregun Industrial Estate, Lagos 2,727,272.50
TOTAL 96,233,712.00
R – 3

WE ARE FURTHER OF THE OPINION that the Forced Sale Values of the above-captioned
properties as at Wednesday and Thursday, the 20 th and 21 st day of June,2012 was in the sum of
€ 72,175,284.00 (Seventy-two million, one hundred and seventy-five thousand, two
hundred and eighty-four Euro) only.
This is made up as follows :
No. Property Value
1 12, Rev Ogunbiyi Street. G.R.A., lkeja, Lagos 4,363,636.40
2 13, Rev Ogunbiyi Street,· G.R.A.,lkejo, Lagos 3,818,181.80
3 16, Esugboyi Street, G.R.A.,Ikejo, Lagos 3,054,545.50
4 43, Remi Fani Kayode Street, G.R.A. Ikeja, Lagos 3,090,909.10
5 Plot 14/16, l.adoke Akintola Street, G.R.A. Ikeja, Lagos 3,090,909.10
6 Plot 8, Sasegbon Street, G.R.A., Ikeja, Lagos 1,636,363.60
7 Plot 10, Sasegbon Street, G.R.A., Ikeja, Lagos 1,636,363.60
8 Plot 12, Sasegbon Street, G.R.A., Ikeja, Lagos 1,636,363.60
9 Plot 14, Oba Akinjobi Street, G.R.A., Ikeja, Lagos 1,818,181.80
10 Plot 20, Oba Akinjobi Street, G.R.A., Ikeja, Logos 1,818,181.80
11 Plot 1, Oduduwa Street, G.R.A., Ikeja, Lagos 2,818,181.20
12 Plot 4, Sowemimo Street, G.R.A. Ikeja, Lagos 1,454,545.50
13 Plot 11, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos 1,454,545.50
14 Plot 15, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos 2,000,000.00
15 Plot 19, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos 1,454,545.50
16 Plot 21, Adeyemo Alakija Street, G.R.A., Ikeja, Lagos 1,454,545.50
17 Plot 23, Adeyemo Alakija Street, G.R.A.Ikeja, Lagos 1,454,545.50
18 Plot 3, Micheal Ogun Street, G.R.A.,Ikeja, Lagos 1,527,272.70
19 2, Sobo Arobiodu Street, G.R.A.,Ikeja, Lagos 2,183,108.40
20 86, Opebi Road, Ikeja Lagos 6,618,181.80
21 49, Joel Ogunnaike, Ikeja, Lagos 2,000,000.00
22 12, Allen Avenue, Ikeja, Lagos 18,183,861.80
23 104, Alhaji Muritala Animashaun Close, Surulere, Lagos 300,000.00
24 Suru Ibeshe Low Cost Housing, Owode-Ibeshe Road, Ikorodu, Lagos 756,363.60
25 Along Majidun-Awori Town,Ikorodu, Lagos 2,727,272.70
26 Plot B, Ikosi Road, Oregun Industrial Estate, Lagos 2,181,818.00
TOTAL 72,175,284.00
This Certificate is issued for the use of the addressee only and no responsibility is accepted from
any third party for the whole of its contents or any part thereof.
If our opinion of value is to be disclosed the basis of our valuation should please be stated and if
your figure is to be published, it will be necessary for our prior consent to be obtained for the
form and context in which it will be published.
Yours faithfully
[signed]
UBOSI ELEH + COMPANY.
R – 4