Consolidated Offer for Sale and Prospectus// Consolidated Offer for Sale and Prospectus Invitation...

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Productive Business Solutions Limited #42 Warrens Industrial Park, Warrens, St. Michael Barbados

http://www.grouppbs.com/

Consolidated Offer for Sale and Prospectus

Invitation for Subscription/Purchase of 39,090,909 Common Shares at the price of US$0.55 per Common Share and for the Subscription of 25,800,000 9.75% J$ Redeemable Cumulative Preference Shares at the price of J$100.00 per Preference Share

A copy of this Prospectus was delivered to the Financial Services Commission of Jamaica on June 22, 2017 for the purpose of

registering Productive Business Solutions Limited as an issuer pursuant to section 26 of the Securities Act of Jamaica. The

Financial Services Commission of Jamaica has neither approved the offered securities nor has the Commission passed upon the

accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offence.

A copy of this Prospectus was delivered to the Registrar of Companies of Jamaica for registration and was so registered

pursuant to section 372(3) of the Companies Act of Jamaica on June 22, 2017. The Registrar of Companies accepts no

responsibility whatsoever for the contents of this Prospectus.

A copy of this Prospectus was filed with the Financial Services Commission of Barbados and a receipt issued on June 22, 2017.

The Financial Services Commission of Barbados has not in any way evaluated the merits of the securities offered hereunder

and any representation to the contrary is an offence.

In accordance with the Companies Act, Chapter 308 of the Laws of Barbados, a copy of this Prospectus was registered with the

Registrar of Corporate Affairs and Intellectual Property Office (the “Registrar of Companies of Barbados”) on June 23, 2017.

However, the Registrar of Companies of Barbados and the Financial Services Commission of Barbados accept no responsibility

as to the validity or the veracity of the contents of this Prospectus.

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Table of Contents

Sections Content Page

Important Notice of Invitation 2

1. The Invitation 3

2. Key Dates 7

3. Message from Chairman 8

4. Disclaimer 11

5. Definitions 12

6. Summary of Key Information 15

7. Advisors to the Offer 17

8. Information about the Company 18

9. The Dividend Policy 36

10. Profile of Board of Directors

37

11. Auditor’s Report 42

12. Management Discussion & Analysis 50

13. Financial Statements 57

14. Risk Exposures & Risk Management Policies 119

15. Statutory & General Information 124

Documents Available for Inspection 130

Directors’ Signatures 131

Appendices

Appendix I – Application Forms 139

Appendix II – Terms and Conditions of 9.75% J$ Redeemable Cumulative Preference Shares

148

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Important Notice of Invitation

Unless stated otherwise, terms used in this Prospectus

shall have the meanings attributed to them at page 12 of

this Prospectus.

THIS PROSPECTUS IS DATED JUNE 19, 2017 AND IS

ISSUED BY PRODUCTIVE BUSINESS SOLUTIONS LIMITED,

A COMPANY INCORPORATED UNDER THE LAWS OF

BARBADOS AND LICENSED AS AN INTERNATIONAL

BUSINESS COMPANY UNDER THE LAWS OF BARBADOS

(THE “COMPANY” OR “PBS”). THIS PROSPECTUS IS ISSUED

BY THE COMPANY TO PERSONS IN JAMAICA ONLY (AND

NOT WITHIN BARBADOS) AND IS NOT TO BE CONSTRUED

AS MAKING AN INVITATION OR OFFER TO PERSONS IN

BARBADOS OR OTHERWISE OUTSIDE OF JAMAICA TO

SUBSCRIBE FOR SHARES OR OTHER SECURITIES.

FOREIGN LAWS MAY PROHIBIT THE DISTRIBUTION OR

PUBLICATION OF THIS PROSPECTUS AND THE MAKING

OF THE INVITATION OUTSIDE OF JAMAICA.

Important Listing Information - Jamaica

It is the intention of the Company to apply to the Jamaica

Stock Exchange for all of the Shares to be listed on the JSE.

The application will be made as soon as conveniently

possible following the closing of the offer and the

allocation of the Shares. However, this statement is not to

be construed to be a guarantee that the Shares will be

listed.

Important Listing Information - Barbados

It is the intention of the Company to apply to the Barbados

Stock Exchange for the secondary listing of the securities

referred to in this offer on its International Securities

Market following the listing of the Common Shares on the

JSE.

The directors of the Company collectively and individually

accept full responsibility for the accuracy of the

information contained in this listing document and

confirm, having made reasonable enquiry that to the best

of their knowledge and belief there are no facts the

omission of which would make any statement in this

listing document misleading.

All relevant material facts required to be disclosed under the laws of Barbados and Jamaica have been disclosed in this Prospectus.

Neither the JSE nor the BSE takes any responsibility for the

contents of this document, neither makes any

representations as to its accuracy or completeness, and

each expressly disclaims any liability whatsoever for any

loss arising from or in reliance upon any part of this

document.

Primary Regulation

The primary regulators of the Company and the securities

referred to in this document will be the Jamaica FSC and

the Barbados FSC.

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Section 1 - The Invitation

The Company is pleased to invite the public in Jamaica:

(i) To subscribe for up to 23,272,727 Common Shares without nominal or par value;

(ii) On behalf of International Finance Corporation (“IFC”), to purchase up to 15,818,182 Common Shares from IFC;

and

(iii) To subscribe for up to 25,800,000 9.75% J$ Redeemable Cumulative Preference Shares.

in each case subject to the terms and conditions of this Prospectus (the “Invitation”).

Up to 39,090,909 Common Shares in total are being offered pursuant to the Invitation, inclusive of 34,545,454 Common Shares

that are reserved for Reserved Share Applicants at the Invitation Price detailed below. A total of 27,272,727 Common Shares

are Reserved Shares for the Reserved Entity. A total of 7,272,727 Common Shares are Reserved Shares for the employees of

PBS and its affiliated companies, the Reserved Staff.

Issued Shares at the date of this Prospectus

Facey Group 100,000,000 Common Shares

Shares on offer in the Invitation

Reserved Entity 27,272,727 Common Shares

Reserved Staff 7,272,727 Common Shares

General Public 4,545,455 Common Shares

General Public 25,800,000 J$ Preference Shares

Total issued Shares in the Event that the Invitation is successful

Facey Group 84,181,818 Common Shares

Reserved Entity 27,272,727 Common Shares

Reserved Staff 7,272,727 Common Shares

General Public 4,545,455 Common Shares

General Public 25,800,000 J$ Preference Shares

If any of the Reserved Shares, in either category, are not subscribed for/purchased by the Reserved Share Applicants, they will

become available for subscription/purchase by the general public in accordance with this Prospectus.

Up to 25,800,000 9.75% J$ Redeemable Cumulative Preference Shares in total are being offered pursuant to the Invitation.

All Common Shares and all 9.75% J$ Redeemable Cumulative Preference Shares are priced at the Invitation Price being

US$0.55 per Common Share and J$100.00 per 9.75% J$ Redeemable Cumulative Preference Share.

The Application List will open at 9.00 a.m. on JULY 5, 2017 (the “Opening Date”) and will close on JULY 26, 2017, at 4.30 p.m.,

(the “Closing Date”) subject to the Company’s right to close the Application List at any time without notice, if Applications have

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been received for the full amount of the Common Shares and the 9.75% J$ Redeemable Cumulative Preference Shares being

offered. Applications are due within the Opening Date and the Closing Date.

Subject to the provisions below, the Company reserves the right to extend the Closing Date beyond the date stipulated above,

and to accept oversubscriptions to an amount to be determined by the Board of Directors at the time of the Offer. Allotments

will be on a prorated basis 21 days after the Invitation is closed, and an announcement will be made informing of the

allocation of the respective issues.

Applications should be made on the original of the Application Forms, as applicable, provided at the end of this Prospectus and can be downloaded from the websites of the JSE at http://www.jamstockex.com; the Company at http://www.grouppbs.com and NCB Capital Markets Limited at http://www.ncbcapitalmarkets.com. While supplies last, physical copies of this Prospectus are available at the locations of NCB Capital Markets Limited listed in Appendix I. The Invitation will close at 4.30 pm on the Closing Date subject to the right of the Company to: (a) close the Invitation at any

time after its opens at 9.00 am on the Opening Date once the Invitation is fully subscribed; and (b) extend the Closing Date for

any reason, provided that such date does not extend beyond the expiration of 40 days after the publication of the Prospectus

for the purposes of section 48 of the Jamaica Companies Act and three (3) months of the issue of the Prospectus for the

purposes of Section 291 of the Barbados Companies Act which provides that no shares may be allotted later than 3 months

after the date of the issue of a prospectus. In the case of the extension of the Closing Date, notice will be posted on the

websites of the JSE at www.jamstockex.com, NCB Capital Markets Limited at http://www.ncbcapitalmarkets.com and of the

Company at http://www.grouppbs.com.

It is the intention of the Company to apply to the JSE for admission of the Common Shares and the 9.75% J$ Redeemable

Cumulative Preference Shares on the Main Market as the primary listing(s) and to the BSE for admission on the International

Securities Market as secondary listing(s). The applications to the JSE and the BSE are dependent on the Company’s ability to

(i) raise at least US$37million as a result of the Invitation and (ii) meet the criteria for admission. The US$37 million

mentioned in the foregoing sentence includes the US$8.7 million to be paid to IFC.

The Company expects to receive the amount of US$41,500,000 pursuant to this Offer. If, however the Company does

not raise the required minimum of US$37,000,000 (inclusive of calling on the underwriting commitment described

under the “Statutory & General Information” at Section 15 below) within forty (40) days after the date of this

Prospectus it will not make the application(s) for listing and all payments for the Common Shares and for the 9.75%

J$ Redeemable Cumulative Preference Shares received from Applicants will be returned to the Applicants. The

US$37,000,000 mentioned in the foregoing sentence includes the US$8,700,000.00 to be paid to IFC. Further, if the

Company raises the required minimum but does not meet the criteria for listing on the JSE or the ISM, all payments

for the Common Shares and for the 9.75% J$ Redeemable Cumulative Preference Shares received from Applicants will

be returned to the Applicants.

It is not the intention of the Company to file this Prospectus or to register any of the Common Shares or any of the

9.75% J$ Redeemable Cumulative Preference Shares with any agency in any territory other than Barbados and

Jamaica.

Use of proceeds:

The Company intends to use the proceeds of the issue to retire existing debt, provide working capital for the Company and to

pay for the expenses related to this issue. Further details on the intended use of the proceeds of the Invitation by the Company

are contained in the Message from the Chairman.

http://www.jamstockex.com/


http://www.ncbcapitalmarkets.com/

http://www.bse.com/



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USES Amount (US$’000)

Repayment of Debt 17,450 Working Capital 13,850 Issuance Fees (including expenses relating to this offer) 1,500 Sale of Shares by IFC 8,700 Total 41,500

IFC intends to use the proceeds of the sale of its Common Shares in the Company for its own purposes.

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Invitation for Subscription/Purchase of 39,090,909 Common Shares at the price of US$0.55 per Common Share and for the Subscription of 25,800,000 9.75% J$ Redeemable Cumulative Preference Shares at the price of J$100.00 per Preference Share

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Section 2 - Key Dates

Application Forms for use by all Applicants are provided at Appendix I of this Prospectus together with notes on how to

complete such Application Forms (See Appendix I). The Invitation will open at 9.00 am on the Opening Date and will close at

4:30 p.m. on the Closing Date subject to the right of the Company to: (a) close the Invitation at any time after 9:00 a.m. on the

Opening Date once the Invitation is fully subscribed, and (b) shorten or extend the Closing Date for any reason provided that it

does not extend beyond the expiration of forty (40) days in Jamaica and three (3) months in Barbados after the publication of

this Prospectus for the purposes of sections 48 of the Jamaica Companies Act and section 291 of the Barbados Companies Act,

respectively. In either case the Company will arrange for a notice to be posted on the websites of the JSE -

www.jamstockex.com, NCB Capital Markets Limited at http://www.ncbcapitalmarkets.com and the Company at

http://www.grouppbs.com.

The below timetable is indicative and will be implemented on a best efforts basis, with the Directors however reserving the

right (in consultation with the Lead Arranger and Lead Broker) to change the dates that the Invitation opens and closes based

on market conditions and other relevant factors as determined by the Lead Arranger and PBS, subject always to statutory and

regulatory obligations.

Description Dates

Prospectus June 19, 2017

Opening Date July 5, 2017

Closing Date July 26, 2017 subject to the right of the Company to designate an earlier or later date in the circumstances set out in this Prospectus

Institutional offer book-build opens July 5, 2017

Institutional offer book-build closes July 26, 2017

Pricing and allocation announced Within 3 days of the Closing Date

Expected commencement of trading (if the Invitation is successful) Within 30 days of the Closing Date

Expected dispatch of investor statements and any refund if required Within 10 days of the Closing Date

Normal trading of shares

Within 45 days of the Closing Date

http://www.jamstockex.com/



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Section 3 - Message from Chairman

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Section 4 - Disclaimer: Forward Looking Statements

Save for the historical financial information contained in this Prospectus, certain matters discussed in this Prospectus contain

forward-looking statements including but not limited to statements of expectations, future plans or future prospects, and

financial projections. Forward-looking statements are statements that are not about historical facts and speak only as of the

date they are made. Although the Board of Directors believes that in making any such statements its expectations are based on

reasonable assumptions, such statements may be influenced by factors that could cause actual outcomes and results to be

different or materially different from those projected. Prospective investors in the Company are cautioned not to place undue

reliance on these forward-looking statements, which speak only as of the dates on which they have been made. Future events

or circumstances could cause actual results to differ or differ materially from historical or anticipated results.

When used in this Prospectus, the words "anticipates", "believes", "expects", "intends" and similar expressions, as they relate

to the Company, are intended to identify those forward-looking statements. These forward-looking statements are subject to

numerous risks and uncertainties. Once this Prospectus has been signed by or on behalf of the Company, and prior to the

admission of the Company to the Main Market of the JSE, and to the International Securities Market of the BSE, the Company

undertakes no obligation to update publicly or revise any of the forward-looking statements in light of new information or

future events, including changes in the Company's financial or regulatory position, or to reflect the occurrence of

unanticipated events (subject to any legal or regulatory requirements for such disclosure to be made). There are important

factors that could cause actual results to differ or differ materially from those in the forward-looking statements, certain of

which are beyond the Company's control. These factors include, without limitation, economic, social and other conditions

prevailing both within and outside of Jamaica, including:

- actual rates of growth of the Jamaican and regional economies, instability, high domestic inflation and unemployment;

- interest rates or exchange rate volatility;

- adverse climatic events and natural disasters;

- unfavourable market receptiveness to new products and services;

- changes in any legislation or policy adversely affecting the revenues or expenses of the Company or its tax status in

Barbados;

- any other factor negatively impacting on the realization of the assumptions on which the Company's financial

projections are based;

- other factors identified in this Prospectus;

- factors as yet unknown to the Company.

Neither the Jamaica FSC, the Barbados FSC, nor any government agency or regulatory authority in Jamaica or Barbados has

made any determination on the accuracy or adequacy of the matters contained in this Prospectus. Prospective subscribers are

advised to read this entire Prospectus carefully before making an investment decision about this offer. Each recipient’s

attention is specifically drawn to the Risk Factors in this Prospectus. Prospective subscribers are also advised to consult with

their stockbroker, licensed investment advisor, attorney-at-law, accountant or other professional advisors before making an

investment decision or for any clarification as to the contents of this document.

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Section 5 - Definitions

Allotment The allotment of the Common Shares and the J$ Preference Shares to successful Applicants by the Company.

Applicant A person (being an individual or a body corporate) resident in Jamaica and outside of Barbados who submits an Application and includes a Reserve Share Applicant.

Application Form The forms of application to be used by all Applicants who wish to make an offer to subscribe for Common Shares or J$ Preference Shares in the Invitation, as applicable, both of which are set out in the Appendix I.

Application List The application list in respect of the Invitation.

Articles The Amended and Restated Articles of Incorporation of the Company together with any further amendments thereto.

Audited Financial Information The financial information of the Company audited by PricewaterhouseCoopers SRL.

Barbados FSC The Financial Services Commission of Barbados.

Board of Directors The Board of Directors of the Company, details of which are set out in the “Profiles of Board of Directors” at Section 10 below.

Barbados Companies Act Companies Act, Cap. 308 of the Laws of Barbados.

Barbados Securities Act The Securities Act, Cap. 318A of the Laws of Barbados.

BSE The Barbados Stock Exchange Inc., a company incorporated under the laws of Barbados with its registered and principal office at 8th Avenue, Belleville, St. Michael, 11114 Barbados

Common Shares The common shares in the capital of the Company.

Company or PBS Productive Business Solutions Limited, a company incorporated under the Companies Act, Cap. 308 of the laws of Barbados and licensed as an international business company under the International Business Companies Act, Cap. 77 of the laws of Barbados on December 16, 2010 (Company No.34076).

Closing Date The date on which the offer in respect of the Invitation closes, being 4:30 p.m. on July 26, 2017, subject to the right of the Company to shorten or extend the period, during which the Invitation will remain open, in the circumstances set out in this Prospectus.

Commissions The Jamaica FSC and the Barbados FSC.

Directors The directors of PBS.

EBITDA Earnings before interest, tax, depreciation and amortization.

Facey Group Facey Group Limited.

FCIB FirstCaribbean International Bank (Jamaica) Limited.

IBC International business company.

IFC International Finance Corporation, a global development institution established by Articles of Agreement among its Member Countries. It

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is a member of the World Bank Group.

Invitation The invitation to subscribe for and/or purchase Common Shares and to subscribe for J$ Preference Shares made by the Company on the terms and conditions set out in this Prospectus.

Invitation Price

in relation to the Common Shares: US$0.55 per Common Share; and in relation to the J$ Preference Shares: J$100.00 per J$ Preference Share.

Invitation is successful

The Company raises at least the equivalent of US$37 million from subscriptions by Applicants (including, if applicable, the Underwriter in satisfaction of its underwriting commitment described under the “Statutory & General Information” at Section 15 below) by the Closing Date. The US$37 million mentioned in the foregoing sentence includes the US$8.7 million to be paid to IFC.

ISM The International Securities Market of the BSE.

Jamaica Companies Act The Companies Act of Jamaica.

Jamaica Securities Act The Securities Act of Jamaica.

JSE The exchange operated by the Jamaica Stock Exchange Limited, a company incorporated under the laws of Jamaica with its registered and principal office at 40 Harbour Street, Kingston, Jamaica.

JCSD

Jamaica Central Securities Depository Limited, a wholly owned subsidiary of the Jamaica Stock Exchange (JSE) incorporated under the laws of Jamaica to provide depository and settlement services for securities traded electronically on the floor of the Jamaica Stock Exchange using a book entry system.

Jamaica FSC The Financial Services Commission of Jamaica.

J$ Preference Shares 9.75% J$ Redeemable Cumulative Preference Shares to be issued by the Company pursuant to the Invitation having the terms of issue set out in Appendix III

Lead Arranger FirstCaribbean International Securities Limited (“FCIS”), a securities dealer duly licensed under the laws of Jamaica with offices at 23-27 Knutsford Boulevard, Kingston 5, Jamaica.

Lead Broker / Co-Arranger

NCB Capital Markets Limited (“NCBCM”), a securities dealer, duly licensed under the laws of Jamaica, with offices at “The Atrium”, 32 Trafalgar Road, Kingston 10, Jamaica and, as applicable, NCB Capital Markets (Barbados) Limited.

Listing Sponsor ListAssist Services (Barbados) Ltd., “Parker House”, Wildey Business Park, Wildey Road, St. Michael, Barbados.

Main Market The main trading platform of the JSE.

Musson Group The group of companies headed by and affiliated with Musson (Jamaica) Limited

Opening Date

The date on which the offer in respect of the Invitation opens, being 9:00 a.m. on July 5, 2017.

PBS or the Company

Productive Business Solutions Limited, a company incorporated under the Companies Act, Cap. 308 of the laws of Barbados and licensed as an international business company under the International Business Companies Act, Cap. 77 of the laws of

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Barbados on December 16, 2010 (Company No.34076).

PBS Group The group of companies headed by and affiliated with the Company.

Prospectus

This document which constitutes a consolidated offer for sale and prospectus for the purposes of the Jamaica Companies Act, the Barbados Companies Act, the Jamaica Securities Act and the Barbados Securities Act and the same is referred to herein as the or this “Prospectus”.

Registrar & Paying Agent

Jamaica Central Securities Depository Limited, 40 Harbour Street, Kingston, Jamaica or such other person as may be appointed by the Company from time to time to provide the services of registrar and paying agent for the Company.

Reserved Entity or Portland

The three (3) entities listed below are collectively referred to in this Prospectus as “Portland” or the “Reserved Entity”:

Portland Caribbean Fund II (Barbados) L.P., a limited partnership existing under the laws of Barbados;

Portland Caribbean Fund II, L.P., an exempted liability partnership existing under the laws of the Cayman Islands; and

Portland Fund II Co-invest Partnership, a general partnership existing under the laws of the Cayman Islands.

Reserved Shares The 34,545,454 Common Shares in the Invitation initially reserved for priority application from the Reserved Share Applicants.

Reserved Share Applicants The Reserved Entity and the Reserved Staff.

Reserved Staff The employees of PBS and its affiliated companies.

Shares The Common Shares and the J$ Preference Shares collectively, in the capital of the Company.

Shareholders Holders of shares in the capital of the Company.

Terms & Conditions The terms and conditions of the Invitation set out in Appendix I and Appendix II of this Prospectus.

Underwriter

NCB Capital Markets (Barbados) Limited, Vista Complex, Worthing, Christ Church, Barbados duly registered as an underwriter under the Barbados Securities Act.

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Section 6 - Summary of Key Information

The following summary information is derived from and should be read in conjunction with, and is qualified in its entirety by,

the full text of this Prospectus, including the Appendices.

Recipients are advised to read this entire Prospectus carefully before making an investment decision about the transactions

herein. Each recipient’s attention is specifically drawn to the Risk Factors in Section 14 of this Prospectus and the disclaimers

at the beginning of this Prospectus.

If you have any questions arising out of this document or if you require any explanations, you should consult your stock

broker, licensed investment advisor, attorney-at-law, accountant or other professional advisor.

Issuer: Productive Business Solutions Limited (sometimes the “Company” or “PBS”)

Issue: 39,090,909 Common Shares (inclusive of 34,545,454 Reserved Shares) for

subscription/purchase which consists of: 23,272,727 newly issued Common Shares;

and the sale of 15,818,182 Common Shares by IFC; and

25,800,000 J$ Preference Shares for subscription

Security: Common Shares without nominal or par value each and J$ Preference Shares having

a subscription price of J$100.00 each in the capital of the Company

Offer Price: Fifty Five United States Cents (US$0.55) per Common Share; and

One Hundred Jamaican Dollars (J$100.00) per J$ Preference Share

How Payable: In full on Application

No. of Common Shares: 39,090,909

No. of J$ Preference Shares: 25,800,000

Offer Capitalization: US$41,500,000

Use of Proceeds: The net proceeds from the Invitation derived by the Company will be used by the

Company to build its capital base. The Company intends to use the capital raised to

retire existing debt; for working capital and to optimize the capital structure of the

Company. Further details on the intended use of the proceeds of the Invitation by

the Company are contained in the Message from the Chairman.

IFC intends to use the proceeds of the sale of its Common Shares for its own

purposes.

Dividends: Dividends will be paid by the Company without withholding of tax by virtue of the

International Business Companies Act, Cap. 77 of the laws of Barbados.

Intention to List: The Company intends to apply to the JSE for the listing on the Main Market of all of

the Common Shares and all of the J$ Preference Shares, and to make such

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application as soon as conveniently possible following the closing of the Invitation

and the allocation of the Common Shares and the J$ Preference Shares.

The Company also intends to apply to the BSE for a listing on the ISM of all the

Common Shares and all of the J$ Preference Shares, and to make such application as

soon as conveniently possible following the closing of the Invitation and the

allocation of the Common Shares and the J$ Preference Shares.

Timetable: The below timetable is indicative and will be implemented on a best efforts basis,

with the Directors however reserving the right (in consultation with the Lead

Arranger and Lead Broker) to change the dates that the offer opens and closes based

on market conditions and other relevant factors.

i. Distribution of Prospectus – June 27, 2017

ii. The Opening Date – 9:00am on July 5, 2017

iii. The Closing Date (Application Forms to be received by) – 4:30pm on July 26

2017

iv. Allocations will be determined within 10 days of the Closing Date

v. Where applicable, it is expected that refunds will be distributed to the Lead

Broker within 10 days of the Closing Date

Interpretations All currency amounts referred to in this Prospectus are in United States dollars

unless stated otherwise.

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Section 7 - Advisors to the Offer

Issuer: Productive Business Solutions Limited #42 Warrens Industrial Park, Warrens, St. Michael Barbados

Lead Arranger: FirstCaribbean International Securities Limited 23-27 Knutsford Boulevard Kingston 10, Jamaica Tel: 876.684.2300/2301

Auditors: PricewaterhouseCoopers SRL Chartered Accountants Bishop’s Court Hill St. Michael, Barbados Tel 246.626.6700

Co-Arranger / Lead Broker: NCB Capital Markets Limited “The Atrium” 32 Trafalgar Road Kingston 10 Jamaica Tel: 876.960.7108 Underwriter: NCB Capital Markets (Barbados) Limited, Vista Complex, Worthing, Christ Church, Barbados duly registered as an underwriter under the Barbados Securities Act;

Legal Advisors to the Issuer: Barbados Clarke Gittens Farmer “Parker House” Wildey Business Park St. Michael BB14006 Barbados Tel: 246.436.6287 Jamaica DunnCox 48 Duke Street, Kingston, Jamaica Tel: 876.922.1500

Legal Advisors to the Arrangers: Patterson Mair Hamilton Temple Court 85 Hope Road, Kingston 6, Jamaica Tel: 876.920.4000

Registrar: Jamaica Central Securities Depository Limited 40 Harbour Street, Kingston, Jamaica Tel: 876.967.3271

Listing Sponsor ListAssist Services (Barbados) Ltd. “Parker House’ Wildey Business Park St. Michael BB14006 Barbados

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Section 8 - Information about the Company

Productive Business Solutions Limited is a company incorporated in Barbados under the Companies Act, Cap. 308 of the laws of Barbados and licensed as an international business company under the International Business Companies Act, Cap. 77 of the laws of Barbados on December 16, 2010. The registered office of the Company is at #42 Warrens Industrial Park, Warrens, St. Michael, Barbados.

The Company is capitalized by Common Shares and medium term debt and is a subsidiary of Facey Group Limited, a company incorporated in Barbados under the Companies Act, Cap. 308 of the laws of Barbados and licensed as an international business company under the International Business Companies Act, Cap. 77 of the laws of Barbados (“Facey Group”).

The Company’s ultimate parent company is Musson (Jamaica) Limited (“Musson”), which is a company incorporated and domiciled in Jamaica, and the Company’s controlling parties are Musson and Paul B. Scott.

Company Overview PBS was originally founded in 2001 as a division of Musson to acquire the business and assets of Xerox Corporation in Jamaica. Through a joint venture between Musson and Seprod Limited ("Seprod"), PBS expanded to the Dominican Republic, Aruba and Curacao in 2004 through the acquisition of subsidiaries of Xerox Corporation in those countries. These companies were renamed PBS Dominicana, PBS Aruba and PBS Curacao respectively, upon acquisition by PBS. In 2006 Facey Commodity Company Limited (“Facey”), a then 50% associate company of Musson, acquired 51% of Grupo Difoto, the exclusive distributor of Xerox products in Guatemala, El Salvador, Costa Rica and Panama and a distributor for NCR and Sony Medical imaging in Guatemala. In 2006, Facey also acquired Springer Clarke Business Machines Ltd., owner of Barbados Business Machines Limited (“BBM”), a technology distributor in Barbados that represented Xerox among other brands.

In 2007 Facey incorporated Global Products Alliance, Inc. (“GPA”) in Miami, Florida in partnership with its subsidiary Grupo Difoto. GPA began the master distribution, on behalf of Xerox, of low-end printing and technology equipment and parts from Miami into the Caribbean and Central American region through in-country sub-distributors, some of which included its affiliates. Also in 2007, Facey Group acquired from Musson and Seprod their interests in Productive Business Solutions Limited – a company incorporated in Jamaica (“PBS Jamaica”), Productive Business Solutions Limited Dominicana S.A. (“PBS Dominicana”), Productive Business Solutions (Aruba) N.V. (“PBS Aruba”) and Productive Business Solutions (Curacao) B.V. (“PBS Curacao”) and began the process of integrating these with Grupo Difoto and BBM which it already held.

In 2008 Facey Group acquired from Xerox Corporation its subsidiary in Nicaragua, renaming it PBS Nicaragua, increased its ownership in Grupo Difoto from 51% to 59% and later that year acquired 40% of Cayman Business Machines Limited. The following year, 2009, Facey acquired the outstanding minority interest in Grupo Difoto, increasing ownership to 100% and Grupo Difoto established a representative office in Belize in 2010.

Also in 2010, Facey Group restructured its operations to form three distinct arms each aligned to one of Facey Group’s line of business and PBS was incorporated and licensed as an IBC in Barbados as a subsidiary of Facey Group. PBS then began the process of acquiring Facey’s business solutions and technology distribution businesses: Grupo Difoto (subsequently renamed PBS Central America), PBS Nicaragua, PBS Honduras, Barbados Business Machines, PBS Jamaica, PBS Aruba, PBS Curacao and Cayman Business Machines Limited, creating the largest business solutions provider in the Caribbean and Central America region.

In 2012 PBS Honduras was granted Xerox distribution rights as a consequence of negotiations made with the then current distributor, Corporacion de Desarrollo Comercial (CDC). As part of such negotiation, a 25% participation in PBS Honduras was granted to CDC, which in turn ceded its rights to Antonio Tavel, current shareholder of PBS Honduras.

Between 2010 and 2012 PBS rebranded its Grupo Difoto operations in Central America, its Barbados Business Machines business in Barbados and its operations in the Cayman Islands as “PBS”, and for its 14 operations in the Caribbean and Central America PBS harmonized procedures, operations and systems while integrating back office functions.

Page | 19

PBS then leveraged its combined collective strength, its regional presence in the Caribbean and Central America and its unique distribution platform to expand its portfolio to include regional distribution arrangements with Oracle in 2010, Cisco in 2011, Tripp-Lite and Engatel in 2013, GMC in 2016 and L3 security systems in 2016.

Today, the Company focuses on document management, graphic communication, management services, information technology, security infrastructure and software integration. PBS has exclusive distribution rights for Xerox in 14 countries making it the largest distributor of Xerox in the Western Hemisphere. The Company also maintains regional (Central America and Caribbean) distribution relationships with other large technology brands such as Cisco, Oracle, HP, NCR and L3 in addition to specific country distribution relationships with brands such as NCR, Sony, HP, Dell, Lenovo, Datacard, SMART, Verifone and Kodak.

As stated above, the Company has a subsidiary in Jamaica, PBS Jamaica, along with several other subsidiaries in Central America and the Caribbean. The Company has not itself established a place of business in Jamaica.

Historical Growth of PBS

Figure 1

2006

Guatemala Costa Rica Panama El Salvador

2006

Barbados

2007

GPA

2007

Jamaica

2007

Dominican Republic

2010

Honduras

2008

Nicaragua

2010

Belize

2008

Aruba Curacao

2017

Suriname & Colombia

(in progress)

2008

Cayman

Page | 20

List of Subsidiaries

Table 1

Company Country of Incorporation % Interest

Productive Business Solutions Caribbean Limited and its subsidiaries St. Lucia 100

Productive Business Solutions Limited Jamaica 100

Cayman Business Machines Limited* Cayman 40

Mobay Holdings N.V. and its subsidiaries Curacao 100

Productive Business Solutions (Curacao) B.V. and its subsidiary Curacao 100

Productive Business Solutions (Aruba) N.V. Aruba 100

Productive Business Solutions Limited and its subsidiary St. Lucia 100

Productive Business Solutions Limited Dominicana S.A. Dominican Republic 100

Nicaragua Holdings Limited and its subsidiary St. Lucia 100

Productive Business Solutions (Nicaragua), S.A. Nicaragua 100

Springer Clarke Business Machines Ltd. and its subsidiary Barbados 100

Productive Business Solutions (Barbados) Ltd. Barbados 100

ADB Investments Limited Barbados 100

Productive Business Solutions Central America (S.A) and its subsidiaries Panama 100

Dorada Management Inc. British Virgin Islands 100

Productive Business Solutions (Guatemala) S.A. Guatemala 100

Global Products Alliance Incorporated USA 100

Productive Business Solutions (Costa Rica) S.A. and Easton Commerce S.A. Costa Rica 100

Productive Business Solutions ( Suriname) and its Branch in St Lucia St Lucia 100

Distribuidora Fotográfica Industrial S.A. Guatemala 100

Negocios Fotograficos S.A. Guatemala 100

Productive Business Solutions El Salvador S.A El Salvador 100

Productive Business Solutions (Panama) S.A. and Tradeco Zona Libre S.A. Panama 100

Productive Business Solutions (Belize) Limited Belize 100

Productive Business Solutions Honduras S.A. de C.V. Honduras 75

Productive Business Solutions (South America ) Limited St Lucia 100

Productive Business Solutions (Colombia) S.A.S. Colombia 100

*The Company owns 40% of Cayman Business Machines Limited. The operations of Cayman Business Machines Limited are however controlled by Productive Business Solutions Limited and that company is therefore, in substance, categorized as a subsidiary.

Page | 21

PBS Legal Organization Chart

Figure 2

Page | 22

Operation Overview of PBS

Figure 3

The Company has operations in over 14 countries in the Caribbean and Central America, and a central distribution centre

located in Miami, USA which also acts as the hub for Facey’s telecommunication business. While PBS has exclusive distribution

licences in 14 territories making it the single largest Xerox distributor in the western hemisphere and second largest in the

world, it also provides remote services and support to several other Caribbean territories.

Business Model The Company brings together discrete systems utilizing a variety of techniques such as computer networking, enterprise application, integration, business process management, document management, manual programming, and security combined with its services capabilities.

The Company segregates its revenues in two main categories: Equipment Sales and Recurring Sales. Equipment Sales include both hardware and software, and the primary brands are Xerox, Oracle, Cisco, L3, NCR, and HP. Recurring Sales is further sub-divided into two categories, paper and supplies and maintenance and servicing. Paper and Supplies include the sale of parts for the equipment, rental/leases of equipment, phone/ID/access cards, while Maintenance and Servicing include maintenance and maintenance contracts for the equipment, printing of statements, and other services as described in the below table.

The Company offers document and information technology products and services to leading companies and governmental agencies in the Caribbean and Central American regions.

Page | 23

Products & Services The Company has a direct product suite that caters to the loyalty of its existing or legacy relationships while forging new

partnerships with brands that enhances its growth and adaptability. All products and services are listed below:

Table 2: Products & Services

The Company offers document and information technology products and services to leading companies and governmental

agencies in the Caribbean and Central American regions. The Company positions itself as a trusted advisor that enables its

customers to focus on their core businesses, while supporting innovative development through its strategic business partners.

This business model has allowed PBS to generate a stable revenue base business from recurring supply purchases, equipment

rental and maintenance contracts.

Customer Base

The Company has a large and diverse customer base, more than 12,000 accounts in Central America and the Caribbean, ranging from multinational corporations, national companies, small and medium businesses to copy shops. These customers are located in all multiple industries which further add to the diversification of the business. These include:

• Banking / Finance / Insurance • Telecommunication Companies / Utilities • Business Process Outsourcing/Call Centers • Government / Education • Manufacturing / Distribution / Mining • Graphic Communications/ Offset PrintShops • Small & Medium Businesses

Page | 24

Below is a list of PBS’s largest customers by territory.

Figure 4: Central America

Figure 5: Caribbean

Market Share and Competitive Position Market share data in this Prospectus are estimates prepared in the respective countries by PBS management teams based on

the local market knowledge.

Page | 25

Printing Division:

The Company is a main supplier of office documents solutions in Central America and the Caribbean. As reflected in the table

below, the Company is ranked first or second in respect of market share in most of the markets that it operates in.

Table 3: Main Competitors & Market Share

Country Main Competitors PBS Position Market

Share

Aruba Delta Blue: Toshiba, Antraco: Canon First 60%+

Barbados Massy: Ricoh, HP, Konica, RLMARK: Toshiba, Kyocera, TSL: Canon First 50%

Belize Agelo´s Press: Canon, Fultec: HP, Lexmark, Price & Co.: Kyocera Second 30%

Cayman Kirk Office: Ricoh, HP, Office Point: Sharp, Canon Second 25%

Costa Rica Ricoh, Printer: Konica, Samsung Second 25%

Curacao Antraco: Canon, Kyocera , Multipost: Toshiba, Ricoh Infotrans: HP, Lexmark

First 60%+

Dominican Republic Ricoh, Distribuidora Universal: Lexmark, CCI: Ricoh Third 20%

Guatemala Ricoh, Printer: Konica, Kyocera Canella: Canon

Second 25%

Honduras Sumitec: Ricoh, Jetstero: Canon Third 20%

Jamaica Massy: Ricoh Sharp, HP, AES: Konica Minolta, HP, Copiers and Consumables: Kyocera

Second 30%

Nicaragua Hermoso y Vigil: Ricoh Comtech: HP

First 40%

Panamá Ricoh: Canon First 30%

El Salvador Ricoh Printer: Konica. Sistemas C&C: Canon First 30%

Information Technology Division:

The Company introduced the information technology (“IT”) regional strategy four years ago. Since then, the IT division has

been growing year after year, gaining an important position in Central America and the Caribbean, and is in the top four

distributors in these markets.

Table 3(a): Main Competitors & Competitive Position

Country Main Competitors PBS Competitive

position Market Share

Aruba-Curacao IBM, Infotrans, Netpro Third 5% -10%

Barbados Massy, Fujitsu Third 5% -10%

Belize Fultec, Cybergenics Second 25%-30%

Cayman Kirk Office, C&W Third 10%-15%

Costa Rica GBM, CESA, CMA Fourth 5% -10%

Dominican Republic GBM, Multicomputos, CCI Fourth 5% -10%

Guatemala GBM, CESA Fourth 5% -10%

Honduras GBM, CESA, Jetstereo Third 5% -10%

Jamaica Massy, IBM Fourth 5% -10%

Nicaragua GBM, Tecnasa, FSSA, Comtech Second 20%

Panama GBM, C&W Tecnasa Fourth 5% -10%

El Salvador GBM, SSA, Tecnasa Third 5% -10%

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Financial Information The Company is geographically diversified across the Caribbean and Central America, showing strength in every business segment. The tables below show the revenue by territory and line of business.

Table 4: Revenue by Country and Product Line

*Numbers are reflected in US$’000, intercompany sales eliminated **The reduction in revenues for 2016 was primarily driven by the transfer of telecoms revenue to the telecommunication segment of the Group.

Growth Strategy

The Company continues to grow its business across all key Caribbean and Latin American (“LATAM”) markets. The

commitment is to develop actions to protect its market share and to incorporate new strategies to increase its market share. It

is proposed that this will be achieved by staying “true” to its competitive advantage which is to provide and integrate solutions

as a one stop IT provider by maintaining a regional presence, and offering multiple technology solutions and services.

The Company has adopted a 3-pronged approach to growing its markets share over the medium term. These are:

1. Maintaining majority market share by protecting its core business, while seeking to grow and expand its IT and

security business.

2. Enhancing market share in the Caribbean and LATAM by providing diverse and comprehensive product and

service offerings where the competition has limited geographic reach and product offerings.

3. Investing in new technology to increase its printing business.

Country 2015 2016 % Change Product Line 2015 2016 % Change

Antilles 13,199 13,634 3% Equipment Revenue

Barbados 8,852 9,232 4% Xerox 20,979 22,304 6%

Belize 793 839 6% Technology 16,981 13,327 -22%

Cayman 2,717 2,915 7% Other Equipment 20,150 20,974 4%

Costa Rica 17,238 15,413 -11% Total Equipment 58,110 56,605 -3%

Dom Rep 10,968 10,618 -3%

El Salvador 19,639 22,891 17% Paper/Supplies/Parts 47,249 45,449 -4%

Guatemala 29,154 22,161 -24% Rent/Maint/Other 64,950 63,528 -2%

Honduras 9,874 8,469 -14% Total Recurring 112,199 108,977 -3%

Jamaica 10,857 10,842 0%

Nicaragua 24,885 26,215 5% Telecom 23,978 5,547 -77%

Panama 16,287 18,410 13% Total Revenue 194,287 171,129 -12%

USA - GPA 29,824 9,490 -68%

Total 194,287 171,129 -12%

Year Ended

Revenue by Country and Product Line

Page | 27

1. Maintaining Core Business, Expanding Information Technology and Security Business

Figure 6:

The Company’s core business today consists of printers and associated products and services (Printing Division) which is

being protected by focusing on the market transition from offset printing technology1 to digital printing technology. The

Company’s market leadership position, vertical integration and access to the latest technology have allowed PBS to take a lead

in managing this transition. The Company is also maximizing on its business “footprint”. The Company with its professional

services is progressively growing and developing its IT infrastructure division.

1 Offset printing is a commonly used printing technique in which the inked image is transferred (or “offset”) from a plate to a rubber blanket, then to

the printing surface.

https://en.wikipedia.org/wiki/Ink

Page | 28

2. Enhancing market share by offering diverse and comprehensive product offering

Figure 7:

Over the past 10 years the Company has built its businesses primarily through acquisitions, along with the distribution rights

of various brands; some of them were previously country specific. Over time the Company has been able to regionalize some

of these brands by leveraging its regional distribution network and market knowledge. In the near term the Company will

continue to increase the regional penetration of its existing brands, acquire additional brands as well as leverage its platform

to distribute existing brands to other regional territories. Over the years, the Company has been approached by its existing

clients to bid for the distribution in other countries but was largely constrained by its funding structure and capital

requirements. While the Company’s portfolio is one of the most robust in the region, the Company still believes that there is

tremendous growth potential.

Line of Business EvolutionLocal Distribution

Regional Distribution

Distributor Since = 2001 2010 2011 2013 2013 2016 2016

Page | 29

3. Growth Strategy through Increase Digital Color via acquisition of Impika technology

Figure 8:

The Company is focusing on color imprinting by investing in Xerox’s Impika technology with two installations in its

Central America operations. With the purchase of these Impikas, the Company expects to enter into the high speed inkjet

market thereby allowing the Company to enter into the offset market and take market share. The Impikas allow for digital

variable printing at offset printing costs.

Page | 30

Capital Structure of the Company The share capital of the Company is divided per the following table.

Table 5

Class Authorised

Common Shares an unlimited number

J$ Preference Shares 25,800,000

As at the date of this Prospectus, the share capital of the Company is as follows:

a. Issued Common Shares - 100,000,000 b. Issued J$ Preference Shares - None

In the event that the Invitation is successful, the issued share capital of the Company will be as follows.

Issued Common Shares - 123,272,727

Issued J$ Preference Shares - 25,800,000

Shareholdings in the Company as at the Date of this Prospectus

Name of

Shareholder

Number of Common Shares Percentage

Facey Group 100,000,000 100% of Issued Common Shares

Shareholdings in the Company immediately BEFORE the Allotment in the event the

Invitation is successful Facey Group, PBS and IFC are currently negotiating an agreement, which if successfully completed will result in IFC

exchanging approximately 30,798 of its shares in Facey Group for 15,818,182 Common Shares, to be transferred from Facey

Group to IFC, immediately before the Allotment. Therefore the total number of issued Common Shares immediately before

the Allotment in the event that the Invitation is successful will be as represented in the table below.

Name of Shareholder Number of Common Shares Percentage of Issued Common Shares

Facey Group 84,181,818 84.2%

IFC 15,818,182 15.8%

Total 100,000,000

Page | 31

Shareholdings in the Company immediately AFTER the Allotment in the event the

Invitation is successful and is fully subscribed by Applicants

Table 6

Name of Shareholder

Number of Shares Percentage

Facey Group 84,181,818 68.3% of issued Common Shares

Reserved Entity Portland Caribbean Fund II (Barbados) L.P. -

4,372,151

Portland Caribbean Fund II, L.P.-

21,948,716

Portland Fund II Co-invest Partnership -

951,860

Total for Portland 27,272,727 22.1% of issued Common Shares

Reserved Staff 7,272,727 5.9% of issued Common Shares

General Public 4,545,455 3.7% of the issued Common Shares

General Public Total

25,800,000

149,072,727

100% of J$ Preference shares

Page | 32

Proforma Capital Structure

Table 7

Bonds Payables reflects the gross position before deferred finance charges

Bonds Payable in the table above includes US$ 33.675 million in US dollar bonds and US$ 18.617 million in US dollar indexed bonds issued during April 2016 with quarterly interest rates ranging from 7.70% to 7.75%. The bonds mature in April 2021. Payments of principal and interest in respect of the US Dollar indexed bonds are linked to the Bank of Jamaica (BOJ) ’s 10 day moving average selling rate for the US Dollar and are made in Jamaican dollars.

Pursuant to the Trust Deed dated December 18, 2015 (the “Trust Deed”) executed in connection with certain bonds (the

“Bonds”), issued by the Company and a Syndicated Loan Agreement entered into by the Company and a syndicate of Lenders

(the “Lenders”) on April 1, 2016, first-ranking charges, represented by debentures and other security documents, over all

present and future assets and property of the Company and of its wholly-owned subsidiaries (save for exceptions due to

limitations derived from/imposed by applicable laws in the relevant jurisdictions) have been established in favour of the

Trustee/Agent therein on behalf of the bondholders and the Lenders to secure payment of the Company’s obligations with

respect to the Bonds and the syndicated loan mentioned above (the “Syndicated Loan”).

Pre-IPO Post IPO

Bonds Payable 52,292 - 52,292

Other Short Term Loans 740 - 740

Short Term Senior Debt 17,450 (17,450) -

Redeemable Preference Shares - 20,000 20,000

Total Loans 70,482 2,550 73,032

Share Capital 45,001 12,800 57,801

Other Reserves (11,026) - (11,026)

Accumulated Deficit (2,984) - (2,984)

Minority Intest 352 - 352

Total Equity 31,343 12,800 44,143

Total Capitalization 101,825 15,350 117,175

PRO-FORMA CAP STRUCTURE

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Intellectual Property As part of its rebranding process, PBS registered its brand and logo in all of its operating territories in 2010. Registration of

this intellectual property varies from country to country and includes trademarks, trade names, slogans and logos which are

summarized in the table below:

Table 8

Country of Registration

Trademark / Service Mark / Trade Name / Slogan

Term

Belize PBS + logo 10 years / Due November 26 2020

PBS + slogan + logo 10 years / Due November 26 2020

Guatemala PBS trade name Indefinitely

PBS + logo 10 years / Due January 17 2026

PBS + slogan + logo 10 years / Due January 6 2021

El Salvador PBS + logo 10 years / Due July 25 2021

PBS + slogan + logo indefinitely

Honduras PBS + logo 10 years / Due May 24 2021

PBS + slogan + logo 10 years / Due May 24 2021

Nicaragua PBS + logo 10 years / Due December 3 2022

PBS + slogan + logo 10 years / Due December 18 2022

Costa Rica PBS + logo 10 years / Due August 12 2021

PBS + slogan + logo indefinitely while being used

Panamá PBS + logo 10 years / Due September 20 2020

PBS + slogan + logo 10 years / Due September 20 2020

Barbados PBS + logo in process

PBS + slogan + logo in process

Curacao PBS´s slogan without logo 10 years / Due November 11 2020

PBS corporate name 10 years / Due November 11 2020

PBS + slogan + logo 10 years / Due November 11 2020 Aruba PBS´s slogan without logo 10 years / Due April 17 2021

PBS corporate name 10 years / Due April 17 2021

PBS + slogan + logo 10 years / Due April 17 2021

Dominican Republic

PBS + logo 10 years / Due March 2 2021

PBS + logo as trade name 10 years / Due October 27 2020

PBS` slogan without logo 10 years / Due December 31 2020

Face 10 years / Due December 30 2015

Productive Business Solutions Paper 10 years / Due November 14 2025

Productive Business Paper 10 years / Due November 14 2025

Jamaica PBS + logo 10 years / Due October 25 2020

PBS + slogan + logo 10 years / Due October 25 2020

Cayman PBS + logo (UK registration also obtained)

10 years / Due December 22 2020

PBS + slogan + logo (UK registration also obtained)

10 years / Due December 22 2020

PBS is in the process of registering its trademark and logo in Colombia and Suriname.

Page | 34

Material Contracts PBS is at present a party to the following material contracts.

Distribution Agreement between Dorada Management Inc. and Xerox Corporation dated January 1, 2011.

Honduras territory was later on added through an agreement dated November 21, 2011. This agreement has a stated expiry date of December 31, 2016 and has been extended until December 31, 2022.

Distribution Agreement between Facey Group and Oracle Caribbean, dated December 22, 2014. This

agreement has been renewed on an ongoing basis with no termination date.

Distribution Agreement between Productive Business Solutions (Guatemala), S.A. and NCR Corporation dated September 30, 2013. This Agreement operates by one-year-terms with automatic renewals for equal periods of time.

Distribution Agreement between PBS and L-3 Communications dated Sept 17, 2015. Expiration

date September 2017. The renewal process will commence at the appropriate time.

Distribution Agreement between PBS and Engatel Communications dated June 11 2014. This agreement has no definite expiration date.

Distribution Agreement between PBS and GMC dated June 6, 2016. The expiration date is June 6, 2017.

However, the agreement provides for automatic annual renewals.

Distribution Agreement between PBS and Cisco Systems Inc. dated April 16, 1999. The expiration date is August 1, 2017. The renewal process will commence at the appropriate time.

Related Party Contracts PBS is at present a party to the following related-party contract. Management fee agreement dated January 1, 2016, between

PBS and Facey Group for services rendered by Facey Group as well as expenses incurred by Facey Group on behalf of PBS.

Investor Considerations The following information may be helpful to potential investors.

Represents world leaders in technology

PBS is a regional leader representing top tier vendors such as Cisco, Oracle, L3 and Xerox. PBS through its regional

distribution network has developed a strong reputation for providing excellent service and products which has

contributed to customer loyalty. Over the years the Company has continued to meet the service standards of these

brands and has developed strong mutually beneficial relationships which have seen the Company continue to have its

distribution contracts renewed.

Tenured and experienced management team

The management team at PBS on average has more than 10 years’ experience in the industry which has contributed

to the Company developing and maintaining strong relationships with its suppliers and customers. The Company

through these relationships has formed lasting relationships with governments, government entities and some of the

largest companies in the Caribbean and Central American region.

Recurring revenue from annuities

Approximately 57% of PBS’s revenues are earned from long term rental and maintenance agreements which ensure a

stable and reliable stream of income. The Company’s long history of providing efficient and timely services has

Page | 35

allowed the Company to develop a strong reputation with its customers. As the Company sells more IT solutions it is

anticipated that this line of revenue will continue to expand which will further stabilize the Company’s revenue

stream.

Wide sales and service coverage in the served markets

The Company has operations in more than 14 territories which offer a high degree of diversification. The Company

benefits from the country diversification with declines in any given economy being mitigated by increases in other

economies. These expanded operations also allow PBS to benefit from economies of scale. This allows PBS to offer

regional solutions to large customers such as Claro, BAC, Office Depot, Erickson, FCIB, Promerica and Citibank.

Strong Sales Management Process / Pipeline

PBS has developed a strong sales culture which incorporates the latest technology to manage the “end to end” sales

process. PBS uses Oracles Sales Cloud to manage its sales force and ensure that opportunities are correctly followed

up which contributes to PBS maintaining a high degree of customer satisfaction.

Vertical market solutions and partners

PBS utilizes its wide distribution network and partners to maximize value for its customers and suppliers. The

Company offers diversified solutions to its client through its integrated solutions. PBS markets products to multiple

verticals (i.e. Government, telco/utilities, graphics arts/printing etc.) providing industry risk diversification.

Service Level Agreements (SLAs’) in place

PBS strictly adheres to its SLAs’ which has enabled the Company to consistently be able to renew its distribution

contracts over the years. This has allowed PBS to consistently grow its distribution network throughout the regions

while continuously seeking opportunities to expand its product line. The high quality of service delivered by PBS has

also led to significant repeat customers particularly among governments and large corporate bodies.

Centralized Systems (ERP, General Ledger, CRM, Shared Services)

PBS Centralized Systems provides economies of scales, ensures best practices across all countries, business continuity

(with proper system redundancies), and allows centralized control of assets, process, and the business administration

as a whole.

Corporate governance best practices

PBS operations are annually audited be external auditors led by PWC. Additionally, Facey Group has an executive

audit committee which provides independent oversight and has an internal audit team.

Training/Certifications

Multiple Regional Certifications in Pre Sales, Sales and Post Sales Service in Xerox, L3, Oracle and NCR to allows PBS to

provide customized solutions and ensure customer satisfaction and expectations.

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Section 9 - Dividend Policy

The Directors expect that, in the absence of any adverse changes in the regional economic climate or the occurrence of large catastrophic events of loss, the operating cash-flow and profits of the Company will continue to grow. Provided that retained earnings are available for distribution, the Board of Directors anticipates payment of an annual dividend commencing in 2018 of not less than 60% of Free-Cash-Flow (where Free-Cash-Flow is defined as operating cash-flow less capital expenditures), after accounting for interest payments, to Shareholders from time to time on record.

Page | 37

Section 10 - Profiles of the Board of Directors

Paul B Scott (Barbadian/Jamaican)– Chairman and CEO of Musson Group of Companies, Chairman of Facey Group and Chairman of the PBS Group.

Mr. Scott led Facey’s expansion into the telecommunications and information technology distribution and its growth from its Jamaican origins to a diversified conglomerate operating across the globe. Mr. Scott is responsible for the strategic direction, performance and overall operations of the Musson Group and all its subsidiaries, including the Facey Group. He is also Chairman of Seprod Ltd, T. Geddes Grant Distributors and General Accident Insurance among others. Mr. Scott is Honorary Consul for Guatemala in Jamaica. Mr. Scott is also the President of the Private Sector Organization of Jamaica (PSOJ).

Nigel A. Clarke (Jamaican) – Deputy Chairman and CFO of the Musson Group.

Nigel Clarke is Deputy Chairman and CFO of the Musson Group. He joined the Group in 2003 as COO and played a leadership role in the expansion of the Group from a substantially Jamaican base to a presence in over 30 countries. In 2009 he assumed the additional responsibilities of CEO of the Facey Group where he led transformative transactions, improving performance. Dr. Clarke is a director of all the Group’s subsidiaries and associate companies and is Chairman of Eppley Limited and Deputy Chairman of the PBS Group. Dr. Clarke is the ambassador plenipotentiary for economic affairs for Jamaica.

Patrick A.W. Scott (Jamaican/American) – Director and Executive Deputy Chairman of Facey Group and Chairman of Facey Commodity Company Limited.

Mr. Scott is also director of several companies within the Musson Group, including PBS Group. Mr. Scott has worked for Facey Group a combined total 40 years in various roles, including Managing Director, a position he held for 16 years. Mr. Scott attended Seneca College and Ryerson University in Toronto, Canada.

Melanie M. Subratie (Barbadian/Jamaican).

Mrs. Subratie is an executive director of Musson and a director of all of its subsidiaries and affiliates including Eppley. Mrs. Subratie is the Chairman of Transaction Epins Limited, Productive Business Solutions Jamaica Limited, the Musson Foundation, the Seprod Foundation, the audit committee of Seprod and the investment committee of General Accident. She is the Deputy Chairman of Eppley. She began her career in the United Kingdom in the financial services division of Deloitte & Touché’ prior to returning to Jamaica in 2002 and joining Musson. Mrs. Subratie holds a B.Sc. (Hons) from the London School of Economics.

Pedro París (Costa Rican) – Chief Executive Officer - PBS Group

Mr. París has a Business Administration Studies degree from Universidad Autónoma Centro America, Costa Rica. Mr. París worked 18 years for IBM and GBM (IBM alliance), where he held several management positions, including experience in: accounting, finance, sales, marketing operations, services and several general management positions. Mr. París has worked from 2003 for the Group. He has been CEO of PBS since 2009. Mr. Paris is responsible for vision, strategy and execution of day to day operations. Also a member of PBS Board of Directors.

Page | 38

In the event that the Invitation is successful, the Company proposes to appoint the persons

mentioned below as additional directors. Jose Misrahi (Cuban-American) - Chief Financial Officer of Facey Group

Mr. Misrahi is also director of several companies within the Facey Group, including PBS Group. Prior to joining Facey in 2006, he was Managing Director of a boutique Investment Bank from 2003 to 2006. He served as Vice President, Finance for the Cisneros group of companies from 1992 to 2002, a multinational with concentration in Media holdings. He has held other board positions outside of Facey. Mr. Misrahi is a CPA and holds a Bachelor of Science Degree in Accounting from University of Miami.

Thomas Agnew (British) - Non-Executive Director

Mr. Agnew is an entrepreneur specializing in building content marketing, marketing technology and information services businesses. Originally from the United Kingdom Tom moved to the United States in 2008. Over the last seven years Tom has founded Brafton Inc. and a group of subsidiary companies that today are North America and Australia’s leading content marketing and content marketing technology companies, employing over 370 professionals worldwide. Brafton Inc. has been listed as an Inc. List 5,000 fastest growing private companies four years in row. Previously he co-founded DeHavilland Information Services and Axonn Ltd in the United Kingdom. Mr. Agnew holds a degree in Politics from the University of Newcastle Upon Tyne, UK and lives in Cambridge MA with his wife and three children.

Lois Denny (Barbadian) _ Chief Finance Manager Facey Commodity Company (Barbados) Limited

Ms. Denny joined Facey Barbados in 2007 as financial controller. Prior to joining Facey Barbados, she was financial controller for RX International. Ms. Denny started her career with PricehouseCoopers SRL as an auditor and is a Fellow of the Association of Chartered Certified Accountants and a member of the Institute of Chartered Accountants of Barbados.

Douglas Hewson - Managing Partner of Portland Private Equity II, Ltd. Non-Executive Director

Douglas has over seventeen years of private equity and venture capital experience. He is a Managing Partner at Portland Private Equity and has primary responsibility for investor relations, is a board member of InterEnergy Holdings, IEH Penonome Holdings, and Grupo IGA. He is a member of the Investment Committees of both AIC Caribbean Fund and Portland Caribbean Fund II, and involved in all aspects of each fund’s management. Prior to joining Portland Private Equity he was responsible for co-founding and leading two successful investment management firms. Douglas was called to the bar in Ontario, Canada in 1996.

Ricardo Hutchinson Vice President - Investments Portland Private Equity II, Ltd. Non-Executive Director

Ricardo has more than 10 years’ experience in the Caribbean banking sector providing corporate banking and capital markets solutions to clients across the region. Prior to joining Portland Private Equity, Ricardo held the role of Associate Director- Investment Banking with a leading regional commercial bank where he was responsible for leading the structuring and successful placement of several capital markets transactions. He holds a Masters of Science degree in economics from the University of the West Indies and is a CFA Charter holder.

Page | 39

Mr. Hewson’s and Mr. Hutchinson’s appointments are subject to Portland taking up its full allocation of the Reserved Shares,

and consequently holding at least 22.1% of the issued Common Shares of the Company as contemplated herein and by the

Lock-In Deed referenced in Section 15.

Directors’ shareholding and interests The majority shareholder of Facey Group is Gatcombe Investments Limited, an IBC incorporated under the laws of St. Lucia,

which at the date of this Prospectus holds 57.516% of the shares in Facey Group. This company is a wholly owned subsidiary

of Musson.

Paul B. Scott controls the majority interest in Musson.

PBS Management Team

PBS employs over 1,350 persons across more than 14 countries. It has experienced and tenured staff led by its CEO Pedro Paris.

Management

Pedro ParísCEO

Bernardo SalazarIT Director

Guillermo RodriguezXerox Director Operations

Andres IbañezCFO

Leonardo Velasquez

Networking Director

Juan P. CórdobaProject Manager

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Page | 41

Pedro París – Chief Executive Officer - PBS Group (Costa Rica) Mr. París has a Business Administration studies from Universidad Autónoma Centro America, Costa Rica. Mr. París worked 18 years for IBM and GBM (IBM alliance), where he held several management positions. He has experience in: accounting, finance, sales, marketing operations, services and several general management positions. Mr. París has worked from 2003 for the Group. He has been CEO of PBS Group since 2009. Mr. Paris is responsible for vision, strategy and execution of day to day operations. He is also a member of PBS Board of Directors. Andres Ibanez – Chief Financial Officer - PBS Group (Swiss/El Salvador). Mr. Ibanez has an MBA from the University of Illinois, and a Bachelor of Science Degree in Mechanical Engineering from Vanderbilt University. Mr. Ibanez has been CFO of PBS for six years. Prior to PBS, Mr. Ibanez worked in regional capacity for BUPA International, Puma Energy and Cinemark International. Guillermo Rodriguez - Xerox Operations Officer – PBS Group (El Salvador). Mr. Rodríguez has a MBA from Eseade, and

Bachelor’s degree in Industrial Engineering from UCA El Salvador. Mr. Rodríguez has been in the business for 28 years and the

last two as Xerox Operation Officer. Before that, he held several positions as General Manager for PBS El Salvador, Sales

Manager and in Regional Technical Service for Central America.

Bernardo Salazar- IT Regional Director. Mr. Salazar has a Bachelor of Business Administration from ISUM in Caracas,

Venezuela. Mr. Salazar has more than 10 years of experience in technologies and telecommunication industries with a deep

knowledge of the Central America and Caribbean region. He worked for 7 years for ECI Telecom, where he held a Central

America & Caribbean Sales Manager position working very closely with the main ISP Company of the region. Additionally he

worked for 5 years for Desca – Amper the first Latam Regional Cisco Gold. Mr. Salazar has been IT Regional Director of PBS for

3 years.

Leonardo Velaquez -Networking Regional Director – PBS Group (Venezuela). Mr. Velasquez has a bachelor’s degree in

Business Administration and Electronic Engineering from Universidad Simon Bolivar, Venezuela. Mr. Velasquez has worked

for more than 20 years in telecommunications companies, including Cisco Systems (6 years). Mr. Velasquez has worked for

PBS since February 2015; he is responsible for Information Technology (IT) in PBS focused on Cisco and also managing other

complementary brands.

Monica Ortega - In House Counsel - PBS Group (Guatemala). Mrs. Ortega has a Bachelor of Law and Social Sciences,

Lawyer and Notary, from Universidad Rafael Landívar, Guatemala. She has a Master of Mercantile Law and Business

Administration from Universidad Francisco Marroquín, Guatemala and has Post Graduate Studies in Torts and Damages in

Universidad Pontificia de Salamanca, Spain. Mrs. Ortega has been In House Counsel for PBS for six years.

Lucia Vielman – Corporate Treasurer – PBS Group (Guatemala) Ms. Vielman has a Bachelor of Science Degree in Business

Administration from Universidad Francisco Marroquin. Ms. Vielman worked for Banco Agromercantil de Guatemala for 10

years, where she held the General Manager position for Mercom Bank for 4 years. She has been Corporate Treasurer of PBS

for seven years.

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Section 11 - Auditor’s Report

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Page | 44

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Summary Consolidated Financial Statements Productive Business Solutions Limited

Summary Consolidated Statement of Comprehensive Income

For each of the Five Years Ended 31 December 2012, 2013, 2014, 2015, and 2016

(Expressed in United States Dollars unless stated otherwise)

2012 2013 2014 2015 2016

$'000 $'000 $'000 $'000 $'000

Continuing Operations

Revenue 190,845 184,280 202,210 194,287 171,129

Direct expenses (138,363) (117,991) (131,796) (120,232) (100,360)

Gross Profit 52,482 66,289 70,414 74,055 70,769

Other income 2,400 2,176 703 1,483 1,066

Selling, general and administrative expenses (45,991) (62,217) (64,823) (67,505) (66,696)

Operating Profit 8,891 6,248 6,294 8,033 5,139

Revaluation losseses on property, plant and equipment - (107) - - -

Finance costs (6,590) (4,775) (4,792) (4,166) (6,798)

Profit/(Loss) before Taxation 2,301 1,366 1,502 3,867 (1,659)

Taxation (1,608) (1,653) (1,317) (2,271) (1,601)

Net Profit/(Loss) from Continuing Operations 693 (287) 185 1,596 (3,260)

Discontinued Operations

Loss from discontinued operations - - (13) - -

Net Profit/(Loss) for the year 693 (287) 172 1,596 (3,260)

Other Comprehensive Income

Items that may be subsequently reclassified to profit or loss:

(482) (1,026) (870) (752) (547)

Items that will not be reclassified to profit or loss:

Actuarial Losses - termination benefits - - - - (117)

- 2,196 - 370 -

(482) 1,170 (870) (382) (664)

TOTAL COMPREHENSIVE INCOME/(LOSS) 211 883 (698) 1,214 (3,929)

Profit/(Loss) for the Year is Attributable to:

Shareholder of the Company 693 (287) 172 1,248 (3,264)

Non-controlling interests - - - 348 4

693 (287) 172 1,596 (3,260)

Total Comprehensive Income/(Loss) for the Year is Attributable to:

Shareholder of the company 211 883 (698) 866 (3,933)

Non-controlling interests - - - 348 4

211 883 (698) 1,214 (3,929)

Total Comprehensive Income/(Loss) for the Year is Attributable to

shareholder of the Company:

Continuing Operations 211 883 (711) 866 (3,933)

Discontinued Operations - - 13 - -

211 883 (698) 866 (3,933)

Cents Cents Cents Cents Cents

Basic and diluted earnings per share for profit/(loss) from continiung

operations attributable to ordinary share holder - - - 2.77 (7.25)

Revaluation gain on property, plant and equipment, net of taxes

Currency translation differences on net assets of foreign subsidiaries

Page | 46


Summary Consolidated Statement of Financial Position

Five Years Ended 31 December 2012, 2013, 2014, 2015, and 2016


2012 2013 2014 2015 2016

$'000 $'000 $'000 $'000 $'000

Non-Current Assets

Property, plant and equipment 34,610 34,151 24,437 23,068 22,475

Intangible assets 27,650 25,460 23,996 22,534 21,070

Lease receivables 829 223 2,219 2,495 2,032

Long term receivables 838 455 670 366 893

Deferred tax assets 696 600 987 823 961

64,623 60,889 52,309 49,286 47,431

Current Assets

Due From related parties 16,252 18,334 18,790 9,043 4,226

Inventories 34,054 30,052 31,461 34,939 35,486

Trade and other receivables 34,803 39,943 39,222 41,134 36,724

Current portion of lease receivables 1,246 179 721 952 1,526

Taxation recoverable 2,574 3,372 3,782 7,078 7,960

Cash and cash equivalents 3,113 5,202 4,463 38,536 4,962

92,042 97,082 98,439 131,682 90,884

Current Liabilites

Trade and other payables 31,569 34,445 27,835 32,039 28,992

Due to related parties 72,668 41,636 47,364 45,185 10,385

Taxation payable 731 623 743 2,319 916

Short term loans 18,861 11,491 12,850 9,356 18,190

Current portion of long term loans 8,633 3,887 3,864 6,336 -

Bank overdraft 32 100 - - -

132,494 92,182 92,656 95,235 58,483

Net Current (Liabilities)/Assets (40,452) 4,900 5,783 36,447 32,401

24,171 65,789 58,092 85,733 79,832

Equity

Attributable to Shareholder of the Company

Share capital 1 45,001 45,001 45,001 45,001

Other reserves (4,152) (2,982) (7,534) (10,358) (11,026)

Accumulated (deficit)/profit (6,981) (7,268) (3,414) 276 (2,984)

(11,132) 34,751 34,053 34,919 30,991

Non-controlling Interests - - - 348 352

(11,132) 34,751 34,053 35,267 31,343

Non-Current Liabilities

Deferred income tax liabilities 1,264 872 692 518 551

Borrowings 34,039 30,166 23,347 49,948 47,938

35,303 31,038 24,039 50,466 48,489

24,171 65,789 58,092 85,733 79,832

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Summary Consolidated Statement of Changes in Equity

For each of the Five Years Ended 31 December 2012, 2013, 2014, 2015, and 2016



Number of

Shares

Share

Capital

Other

Reserves

Accumulated

Deficit

Non-

controlling

Interest Total

'000 $'000 $'000 $'000 $'000 $'000

Balance at 31 December 2011 1 1 (3,670) (7,674) - (11,343)

Currency translation differences - - (482) - - (482)

Net profit - - - 693 - 693

Total comprehensive income - (482) 693 - 211

Balance at 31 December 2012 1 1 (4,152) (6,981) (11,132)

Currency translation differences - - (1,026) - - (1,026)

Revaluation gains on property, plant and equipment, net of taxes - - 2,196 - - 2,196

Net loss - - - (287) - (287)

Total comprehensive income - 1,170 (287) - 883

Issue of shares 45,000 45,000 - - - 45,000

Transaction with owners 45,000 45,000 - - 45,000

Balance at 31 December 2013 45,001 45,001 (2,982) (7,268) - 34,751


Net Profit - - - 172 - 172

Total comprehensive income - - (870) 172 - (698)

Transfer from reserves - - (3,682) 3,682 - -

Balance at 31 December 2014 45,001 45,001 (7,534) (3,414) - 34,053


Revaluation gains on property, plant and equipment, net of taxes - - 370 - - 370

Net profit - - - 1,248 348 1,596

Total comprehensive income - - (382) 1,248 348 1,214

Transfer from reserves - - (2,442) 2,442 - -

- - (2,824) 3,690 348 1,214

Balance at 31 December 2015 45,001 45,001 (10,358) 276 348 35,267

Currency translation differences - - (551) - 4 (547)

Actuarial losses-termination benefits - - (117) - - (117)

Net loss - - - (3,260) - (3,260)

Total comprehensive income - - (668) (3,260) 4 (3,924)

Balance at 31 December 2016 45,001 45,001 (11,026) (2,984) 352 31,343

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Summary Consolidated Statement of Cash flows

For each of the Five Years Ended 31 December 2012, 2013 2014, 2015, and 2016


2012 2013 2014 2015 2016

$'000 $'000 $'000 $'000 $'000

Cash Flows from Operating Activities

Net profit/(loss) 693 (287) 172 1,596 (3,260)

Items not affecting Cash:

Depreciation 9,981 8,965 8,342 7,684 7,298

Amortization and impairment of intangible assets 1,659 2,171 1,464 1,464 1,455

Gain/(Loss) on disposal of property, plant and

equipment/actuarial loss - (632) 1,147 (33) (117)

Taxation expense 1,608 1,653 1,317 2,271 1,601

Foreign exchange lossess/(gains) 441 5 290 185 (410)

Interest income (1,393) (803) (465) (206) (53)

Interest expense 5,878 4,751 4,451 3,980 5,690

18,867 15,823 16,718 16,941 12,204

Change in non-cash working capital balances:

Inventories (15,587) (72) 14 (10,163) (6,232)

Accounts receivable (11,337) (5,140) 721 (1,912) 4,410

Due from related parties 5,187 (2,082) (456) 9,747 4,817

Long term receivable (835) 383 (215) 304 (527)

Lease receivable (189) 1,674 (2,538) (507) (111)

Taxation recoverable (202) - - - -

Accounts payable 8,381 2,876 (6,610) 4,204 (3,047)

Due to related parties 1,759 13,968 5,728 (2,179) (34,800)

6,044 27,430 13,362 16,435 (23,286)

Taxation paid (1,499) (2,872) (2,174) (4,001) (4,167)

Net cash generated from/ (used in) operating activities 4,545 24,558 11,188 12,434 (27,453)

Cash Flows from Financing Activities

Interest paid (5,878) (4,751) (4,451) (3,980) (5,690)

Proceeds from borrowing 32,266 3,144 3,816 33,462 36,739

Repayment of borrowings (30,468) (19,133) (9,299) (7,883) (36,251)

Net cash (used in)/provided by financing activities (4,080) (20,740) (9,934) 21,599 (5,202)

Cash Flow from Investing Activities

Interest received 1,393 803 465 206 53

Purchase of property, plant and equipment (6,640) (6,658) (4,284) (1,854) (3,050)

Proceeds on disposal of property, plant and equipment 3,766 4,452 2,936 2,533 2,066

Net cash (used in)/provided by investing activities (1,481) (1,403) (883) 885 (931)

Net (Decrease)/Increase in Cash and Cash Equivalents (1,016) 2,415 371 34,918 (33,586)

Cash and Cash equivalent at beginning of the year 4,950 3,081 5,102 4,463 38,536

Exchange losses on cash and cash equivalents (853) (394) (1,010) (845) 12

Cash and Cash equivalent at the end of the year 3,081 5,102 4,463 38,536 4,962

The principal non-cash transactions include:

Transfer to property, plant and equipment from

inventory during the operating lease 8,043 10,434 6,079 11,466 10,582

Transfer from property, plant and equipment to

inventory upon expiry the operating lease 5,140 6,360 7,502 9,799 10,418

Reconciliation of the group's net profit/(loss) to cash generated

from/(used in) operating activities:

Page | 49


Subsequent Events/Restatements/Additional Disclosures


Additional Disclosures

These are the summary consolidated financial statements of Productive Business Solutions Limited (“the Company”) for the

five years ended 31 December 2012, 2013, 2014, 2015, and 2016. The summary consolidated financial statements are derived

from the full financial statements of the Company as at and for the years ended 31 December 2012, 2013, 2014, 2015, and

2016.

The Company is incorporated and domiciled in Barbados under the International Business Companies (IBC) Act Cap. 77 on 16 December 2010. The registered office of the Company is at Corporate Services Limited, #42 Warrens Industrial Park, Warrens, St. Michael, Barbados. The Company is capitalised by ordinary shares and is a wholly owned subsidiary of Facey Group Limited.

The Company’s ultimate parent company and controlling party are Musson (Jamaica) Limited (“Musson”), which is

incorporated and domiciled in Jamaica, and Paul B. Scott, respectively.

The principal activities of the Company and its subsidiaries, (referred to as “Group”) are the distribution of printing

equipment, business machines, handsets and related accessories

In November 2014, ADB investments ceased operations. The subsidiary was not a discontinued operation at December 2013

and the comparative consolidated statement of comprehensive income has been re-presented to show the discontinued

operation separately from continuing operations in accordance with IFRS 5.

The above reclassification has no impact on Net Profit for the period ended 31 December 2013 and the Statement of Financial

Position for 31 December 2013.

Basis of preparation

The summary consolidated financial statements have been extracted from the consolidated financial statements, and prepared in accordance with the Jamaican Companies Act. The consolidated financial statements as at and for the years ended 31 December 2012, 2013, 2014, 2015 and 2016 were authorised for issue by the Board of Directors on 25 September 2015, 25 September 2015, 25 September 2015, 19 September 2016 and 30 April 2017, respectively.

Those consolidated financial statements have been prepared in accordance with IFRS, and contain unmodified audit opinions.

The summary consolidated financial statements do not include all the disclosures provided in the consolidated financial

statements and cannot be expected to provide as complete an understanding as provided by the consolidated financial

statements. The full financial statements are available at the offices of FirstCaribbean International Securities Limited, 23-27

Knutsford Boulevard, Kingston 5. The full financial statements have been reviewed by PricewaterhouseCoopers SRL who, in

their reports expressed an unqualified opinion for each year

Page | 50

Section 12 - Management’s Discussion & Analysis of Financial Condition & Results of Operations

The following Management’s Discussion and Analysis (“MD&A”) is intended to help potential investors understand the results of operations and financial condition of the Company. The MD&A is provided as a supplement to, and should be read in conjunction with, the Audited Consolidated Financial Statements of the Company and the accompanying notes.

Currency Impact

This impact is calculated for all countries where the functional currency is the local country currency. PBS does not hedge the translation effect of revenues or expenses denominated in a foreign currency where the local currency is the functional currency.

Year 2015 Review

Financial Review: Revenues

Revenues:

For the year ended December 31, 2015, PBS recorded revenues of US$194.3 million which reflects a 4% decline compared to the previous fiscal year. This outturn largely reflected the reductions in the Other Equipment and Telecoms segments which mitigated gains made in the Xerox and Technology segments.

Equipment Segment:

Total Equipment revenue increased by 5% as compared to 2014 which was driven by increased revenues from Xerox sales and the Technology segment. Xerox revenue was positively impacted by increased demand as the regional economies continue

2015 2014 % Change

Equipment Revenue

Xerox 22,172 21,157 5%

Technology 17,715 10,743 65%

Other Equipment 15,637 21,003 -26%

Total Equipment 55,524 52,903 5%

Paper/Supplies 49,835 50,453 -1%

Rent/Maint/Other 64,950 66,018 -2%

Telecom 23,978 32,836 -27%

Total Revenue 194,287 202,210 -4%

Year Ended December 31

Page | 51

to improve. Equipment Revenues from the Technology segment is primarily attributed to the growth in the L3 products and services line. These gains were offset by a 26% decline in revenues from Other Equipment, reflecting a normalization of revenues as the results for fiscal year 2014 were impacted by one time large orders of NCR equipment by banks in Guatemala as they retrofitted their Automated Teller Machine (ATM) systems to be EMV(chip) compliant2.

Paper and Supplies Segment:

This segment reflected a 1% decline in revenues compared to the prior year reflecting a reduction in the sale of supplies. PBS anticipates an improvement in the segment in the ensuing periods as supply sales tend to lag equipment sales therefore the increase in Xerox equipment sales should be accompanied by increased supply sales in the future.

Rent, Maintenance and Service Segment:

The Service and maintenance segment recorded a 2% year over year decrease in revenues. PBS anticipates growth in this business segment as it continues to grow its customer base through its marketing efforts.

Telecom Distribution Segment:

Revenues for this segment decreased from $32.8 million for fiscal year 2014 to $24.0 million which was mainly attributed to the partial spin off of the telecom distribution business in the PBS group to the Facey’s Telecom Group within Facey Group as part of the Facey Group’s realignment strategy.

Cost & Expenses

Summary of Key Financial Ratios

The following is a summary of key financial ratios used to assess our performance:

The gross margin for 2015 of 38.1% represents an increase of 3.3 percentage points compared to 2014. Of the 3.3 percentage points increase, 2.9 percentage points resulted from the change in mix of products and services as a result of the spinoff of the low margin telecoms segment. Selling, Administrative and General (SAG) expenses as a percentage of revenue increase by 2.8 percentage points reflecting:

2 EMV is an abbreviation for Europay, Mastercard and Visa, the three organizations that developed the initial specifications. EMV is an open-standard set of

specifications for smart card payments and acceptance devices.

2015 2014

Total Gross Margin 38.1% 34.8% 3.3 pts

SAG as a % of Revenue* 30.0% 27.2% -2.8 pts

EBITDA Margin 8.8% 8.0% 0.8 pts

Year Ended December 31B/(W)

* excludes depreciation and amortization of intangibles of $9.148K and $9,806K

for 2015 and 2014, respectively.

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Salaries and Wages - $2.7 million higher than 2014 due to a general wage increase of $1.2 million, and severance $0.2 million. The number of persons employed by PBS was at 1,528 as of December 30, 2015 and this increased by 83 employees from December 31, 2014.

Rent and Occupancy costs increased by $0.9 million from 2014 due to $0.7 million leases associated with building’s

Sale – Leaseback transactions and $0.2 million in Impika equipment rental in Guatemala.

Legal and Professional fees increased by $0.5 million from 2014 due to a franchise fee paid.

Finance Costs:

Finance costs in 2015 decreased by $0.6 million. The decrease in Finance Cost is attributed primarily to the decrease in the debt as the proceeds of the sale of the building in Nicaragua 2015 were applied to debt, as well as the debt reduction that occur in mid-2014 and it associated impact on full year results in 2015.

Gains on Sales of Businesses and Assets:

The twelve months ended December 31, 2015 and 2014 include gains on the sale of real estate assets of $33K and loss of $1.1 million, respectively. In the third quarter of 2015, PBS completed the sale and lease back of its Nicaragua property which is where its operations reside. The facilities were sold for $2 million, and leased back at $269K per year and for a term of 10 years. Net gain on the transaction was $33K.

Income Taxes and Net Profits:

The 2014 effective tax rate was 88% as compared to 56% in 2015. Difference is attributed to mix of profitability and tax losses per country as the local tax rates varies from 20% to 30% group wise. 2015 profits were $1.6 million, as compared to net profit of $0.2 million for 2014.

Other Comprehensive Income/(Loss):

The Other comprehensive loss amounted to $382,000 and of $870,000 in 2015 and 2014 respectively. The change of $488,000 is primarily due to a change from the translation of PBS’ foreign currency denominated net assets and revaluation gain on property, plant and equipment in 2015. The 2015 translation loss of $752,000 is primarily as a result of the weakening of the local currencies of Costa Rica, Dominican Republic, Jamaica and Nicaragua as compared to the U.S. dollar at December 2015 spot rates.

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Year 2016 Review

Financial Review: Revenues

Revenues:

For the year ended December 31, 2016, PBS recorded revenues of US$171.1 million which reflects a 12% decline compared to the previous fiscal year. This outturn largely reflected the reductions in the Technology and Telecoms segments which mitigated gains made in the Xerox and Other Equipment segments.

Equipment Segment:

Total Equipment sales revenue decreased 3% as compared to 2016 driven by decreased sales in Technology and offset partially by an increase in Xerox sales and the Other Equipment segment. The decrease in Technology is due to a $5.8 million installation of L3 at five airports in Honduras in 2015. In 2016 there were no large L3 deals A $2.6 million deal associated with Costa Rica Sea Port was signed in 2017 and will be booked in Q3. Xerox revenues were positively impacted by increased demand as the regional economies continue to improve, as well as the successful launch of Small and Medium Business Strategy in 2016. Xerox Corporation has copied this strategy in 2017.

Paper and Supplies Segment:

This segment reflected a 4% decline in revenues compared to the prior year reflecting a reduction in the sale of supplies. PBS anticipates an improvement in the segment in the ensuing periods as supply sales tend to lag equipment sales therefore the increase in Xerox equipment sales should be accompanied by increased supply sales in the future.

Service and Maintenance Segment: The Service and maintenance segment recorded a 2% year over year decrease in revenues. PBS anticipates growth in this business segment as it continues to grow its customer base through its marketing efforts.

Product Line 2015 2016 % Change

Equipment Revenue

Xerox 20,979 22,304 6%

Technology 16,981 13,327 -22%

Other Equipment 20,150 20,974 4%

Total Equipment 58,110 56,605 -3%

Paper/Supplies/Parts 47,249 45,449 -4%

Rent/Maint/Other 64,950 63,528 -2%

Total Recurring 112,199 108,977 -3%

Telecom 23,978 5,547 -77%

Total Revenue 194,287 171,129 -12%

Year Ended

Revenue by Product Line

Page | 54

Telecom Distribution Segment:

Revenues for this segment decreased from $24.0 million for fiscal year 2015 to $5.5 million which was mainly attributed to the partial spin off of the telecom distribution business in the PBS group to the Facey’s Telecom Group within Facey Group as part of the Facey Group’s realignment strategy.

Cost & Expenses

Summary of Key Financial Ratios The following is a summary of key financial ratios used to assess our performance:

The gross margin for 2016 of 41.4% represents an increase of 3.2 percentage points compared to 2015. This increase is primarily the effect of the change in mix of products and services as a result of the spinoff of the low margin (2%) telecom segment. Selling Administrative and General (SAG) expenses as a percentage of revenue increase by 3.7 percentage points reflecting:

Spin Off of Telecom Sales impacted SAG margin unfavorable by 3.3 percentage point due to lower sales

Rent and Occupancy costs increased by $1.0 million from 2015 to 2016 due to Guatemala $348K (Impika Printer Rental), Nicaragua $250K (rental of building from Sale Lease Back), and Panama $181K (primarily rental expense of equipment placed in government contracts)

Staff costs increased by $0.5 million from 2015 (up 1.6%) due to severance.

Finance Cost:

Finance cost in 2016 increased by $2.6 million. The increase is attributed primarily to interest associated with the increase in debt of $998,000, FX loss of $920,000, and amortization of deferred expenses associated with the bond of $724,000.

Income Taxes and Net Profits:

The 2016 taxes were $1.6 million versus $2.3 million in 2015. Difference is attributed to mix of profitability and tax losses per country as the local tax rates varies from 20% to 30% group wise. 2016 losses were ($3.1) million, as compared to net profit of $1.6 million for 2014.

Other Comprehensive Income/(Loss):

The 2016 Other comprehensive loss of $664,000 as compared to loss of $382,000 in 2015. The change of $282,000 is primarily due to a decrease in loss from the translation of PBS’ foreign currency denominated net assets of $205,000 offset by a

B/(W)

2015 2016


SAG as a % of Revenue * 30.0% 33.8% -3.7 pts

EBITDA Margin 8.8% 8.2% -0.7 pts

* excludes depreciation and amortization of intangibles of $9,148K and $8,753K for 2015 and

2016, respectively.

Year Ended December 31st

Page | 55

revaluation gain of 370,000 on property, plant and equipment in 2015 and an actuarial loss of $117,000 in 2016 associated with terminations benefits. The 2015 translation loss of $551,000 is primarily as a result of the weakening of the local currencies of Costa Rica, Dominican Republic, Jamaica and Nicaragua as compared to the U.S. dollar.

Proforma EBITDA and Net Profit Since 2012 Facey Group has charged PBS for services performed and expenses incurred on PBS Group’s behalf. In 2015, PBS

made operational changes which resulted in lower management fees. Full annual impact of the management fee reduction

was reflected starting in 2016. Management fees are not expected to exceed 2% of PBS annual gross profit.

The below table presents proforma EBITDA and Net Profit from 2012 to 2016 without management fees.

2012 2013 2014 2015 2016

EBITDA 20,531 17,385 16,100 17,181 13,892

Manangement Fee 1,505 3,215 5,459 3,243 1,391

Proforma EBITDA without management fees 22,036 20,600 21,559 20,424 15,283

Net Profit 693 (287) 172 1,596 (3,260)

Management Fees* 1,129 2,411 4,094 2,432 1,043

Proforma Net Profit without management fees 1,822 2,124 4,266 4,028 (2,217)

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Section 13 - Financial Statements

Productive Business Solutions Limited

Consolidated Statement of Comprehensive Income

Three Months Ended March 31st 2017


Financial Review – 3 months ended March 31, 2017

Management’s In-House interim financial information and discussion of their results appear below.

Unaudited

(US$, 000's) 2016 2017

Continuing Operatons

Revenue 39,321 42,448

Direct Expenses (22,209) (23,897)

Gross Profit 17,112 18,551

Other Income 123 313

Selling, general and administrative expenses (16,802) (16,167)

Operating Profit 433 2,697

Finance Costs (826) (1,859)

(Loss)/Profit before Taxation (394) 838

Taxation (222) (389)

Net (Loss)/Profit from Continuing Operations (616) 449

Net (Loss)/Profit for the year (616) 449

Other Comprehensive Income

Items that may be subsequently reclassified to profit or loss:

(258) 546

(258) 546

TOTAL COMPREHENSIVE (LOSS)/INCOME (874) 995

(Loss)/Profit for the Year is Attributable to:

Shareholder of the Company (617) 378

Non-controlling interests 1 71

(616) 449

Total Comprehensive (Loss)/Income for the Year is Attirbutable to

Shareholder of the company (875) 924

Non-controlling interests 1 71

(874) 995

Continuing Operations (875) 924

Discontinued Operations - -

(875) 924

1st Quarter Ended March 31

Currency translation differences on net assets of foreign

subsidiaries

Total Comprehensive (Loss)/Income for the Year is


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Productive Business Solutions Limited

Consolidated Statement of Financial Position

Three Months Ended March 31st 2017


Unaudited

(US$, 000's) 2015 2016

Non- Current Assets

Property plant and equipment 22,427 22,389

Intangible assets 22,167 20,706

Lease receivables 1,839 616

Long term receivables 1,839 1,421

Deferred tax assets 1,092 1,149

49,365 46,281

Current Assets

Due From related parties 2,475 3,575

Inventories 30,342 36,377

Trade and other receivables 43,379 43,242

Taxation recoverable 6,915 8,864

Cash and deposits 38,628 4,316

121,740 96,375

Current Liabilities

Trade and other payables 23,252 27,525

Due to related parties 54,201 9,844

Taxation payable 2,087 2,108

Short term loans - 17,450

Current portion of long term loans 5,141 -

84,681 56,926

Net Current Assets 37,059 39,448

86,423 85,729

Equity


Share capital 45,001 45,001

Other reserves (8,917) (10,480)

Accumulated deficit (341) (2,606)

35,743 31,915

Non-Controlling Interests 349 423

36,092 32,338

Non-Current Liabilities

Deferred income tax liabilities 987 849

Borrowings 49,344 52,542

50,332 53,391

86,423 85,729

1st Quarter Ended March 31

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3 Month’s review 2017: Commentary

Revenues

The increase in Total Revenues for the three months ended March 31, 2017 as compared to the prior period is primarily attributed to the substantial revenue increase in Equipment Sales offset partially by a decrease in the Telecom segment, which was transferred out of PBS to Facey Telecom.

Equipment Segment Total Equipment sales revenue for the three months ended March 31 2017, increased by 18% as compared to the similar period in 2016. The increase was driven by the Technology segment, which increased by 82%, which is primarily attributed to continued growth in the Oracle/Cisco product segments. Xerox Equipment increased 18% primarily due to sales of high end graphic arts printers.

Service and Maintenance revenue

For the three months ended March 31, 2017, service and maintenance revenue increased by 6% as compared to the prior year period. These revenues were particularly strong in 2017 due to government tenders.

Paper and Supplies revenue

Supplies and paper sales of 11.2 million include unbundled supplies primarily within PBS’ Document Technology segment. The 1% decline in these revenues over the comparable 2016 period is primarily in the A4 supplies.

Telecom Distribution Business revenue

This revenue stream decreased from $1.1 million to $0.1 million. This decrease is attributed to the spinoff of the majority of the telecom distribution business from the PBS group to another subsidiary of Facey Group. The balance of the Telecom business is expected be transferred to Facey Group by the end of the year. The impact on PBS’ gross profit will not be material as a result of this proposed future transfer.

Product Line 2016 2017 % Change

Equipment Revenue

Xerox 4,777 5,641 18%

Technology 2,211 4,018 82%

Other Equipment 3,987 4,877 22%

Total Equipment 10,975 14,535 32%

Paper/Supplies/Parts 11,222 11,156 -1%

Rent/Maint/Other 16,041 17,001 6%

Total Recurring 27,263 28,157 3%

Telecom 1,083 65 -94%

Total Revenue 39,321 42,448 8%

1st Quarter Ended March 31st

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Costs & Expenses

Summary of Key Financial Ratios

The following is a summary of key financial ratios used to assess PBS’ performance:

Gross Margin

March Year to Date 2017 gross margin of 43.7% represents an increase of 0.2 basis points as compared to same period of 2016. The increase in gross margin is attributed to the change in mix of products and services sold.

Selling, Administrative and General Expenses (SAG)

SAG as a percentage of total revenues is 33.0% compared to 37.1% for the same period of 2016. This improvement is

primarily related to revenue increasing versus prior year same period

SAG of $16.2 million in 2017 was $0.6 million lower than in the same period of 2016 and reflected the following:

o $0.3 million decrease in staff costs, and o $0.1 million decrease in management fee

EBITDA Margin

Year to date 2017 operating margin of 11.4% was 4.7% higher compared to the same period in 2016.

Finance Costs

Finance cost for the three months ended March 31, 2017 increased by $1.0 million. The increase is attributed primarily to interest bearing new borrowings from the US dollar and or US dollar indexed bonds in the aggregate amounts of up to US$52.3 million (the Bond) and short-term loan replacing non-interest bearing loans to affiliates.

Income Taxes

The first three months of 2017 taxes were $0.4 million compared to $0.2 million in 2016. The difference is attributed to improved net profitability, mix of profitability per country as the local tax rates varies from 20% to 30% for the PBS group.

B/(W)

2016 2017


SAG as a % of Revenue * 37.1% 33.0% 4.1 pts

EBITDA Margin 6.7% 11.4% 4.7 pts

* excludes depreciation and amortization of intangibles of $2,207K and $2,160K for 2016 and

2017, respectively.

1st Quarter ended March 31st

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Net Profit

For the three months ended March 31, 2017 the net profit was $0.4 million, compared to a net loss of ($0.6) million for the same period of 2016.

Other Comprehensive Income (Loss)

For the three months ended March 31, 2017 there was a net comprehensive gain of $0.5 million as compared to a loss of $0.3 million in 2015. The change of $0.8 million is primarily due to a change from the translation of PBS’ foreign currency denominated net assets. The first three months of 2017 reflects a translation gain which is primarily a result of the strengthening of the local currencies of Guatemala, Costa Rica, Honduras and Nicaragua as compared to the U.S. dollar at March 31, 2017 spot rates.

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Consolidated Audited Financial Statements: 31 December 2016

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Section 14 - Risk Exposures & Risk Management Policies

The Company’s activities expose it to a variety of financial risks including: market risk (including currency risk, and interest

rate risk), credit risk and liquidity risk. The Company’s overall risk management program focuses on the unpredictability of

the financial markets and seeks to minimize the potential adverse effects on the Company’s financial performance.

The risks mentioned in this Section are not to be taken as being exhaustive of all the possible risks that may affect the

Company and its business.

The Board of Directors is ultimately responsible for the establishment and oversight of the risk management framework. The

Board has established an Audit and Risk Committee for managing and monitoring risks.

The Audit and Risk Committee is responsible for (i) assisting the Board of Directors in its oversight of the financial

statements and the financial reporting process, including the system of disclosure controls, (ii) the performance of the

Company’s internal audit function and the independent registered public accounting firm, including its appointment,

qualifications, compensation and independence (iii) the effectiveness of the Company’s systems of internal controls and

policies and procedures for risk assessment and risk management, and (iv) the effectiveness of the Company ’s procedures for

risk assessment and risk management of material credit, interest rate, liquidity, operational, legal and compliance, and other

material risks, and the adequacy of capital available to absorb such risks.

In the event that the Invitation is successful and the Company’s Shares are listed on the Main Market and the ISM, the Company

intends to appoint Thomas Agnew, Douglas Hewson and Ricardo Hutchinson, as non-executive Directors to the Board and to

appoint them to the Audit Committee.

Credit Risk

The PBS group of Companies (the “Group”) takes on exposure to credit risk, which is the risk that its customers, clients or

counterparties will cause a financial loss for the Group by failing to discharge their contractual obligations. Credit risk also

includes the risk associated with the decline in the credit rating of an asset due to financial difficulties experienced by the

Company. Credit risk involves an increased risk of default and thus requires a higher rate of return to compensate investors

for losing a portion or all of their money.

Credit exposures arise principally from the Group’s receivables from customers, and are influenced mainly by the individual

characteristics of each customer. The Group has established credit policies under which each customer is analyzed individually

for creditworthiness prior to the Group offering any credit facilities. Credit limits are assigned to each customer and are

reviewed on an ongoing basis. The Group has procedures in place to restrict customer orders if the order will result in

customers exceeding their credit limits. Customers who fail to meet the Group’s benchmark creditworthiness may transact

with the Group on a prepayment basis.

A customer’s credit risk is monitored according to the customer’s credit characteristics such as whether the customer is an

individual or company, geographic location, industry, aging profile, and previous financial difficulties. The Group establishes

an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables. The

Group addresses impairment assessment in two areas: individually assessed allowances and collectively assessed allowances.

The Group’s average credit period on the sale of goods is 90 days. The Group generally provides fully for all receivables over

180 days based on historical experience. Trade receivables between 90 and 180 days are provided for based on an estimate of

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amounts that would be irrecoverable, determined by taking into consideration past default experience, current economic

conditions and expected receipts and recoveries once impaired.

Cash transactions are limited to high credit quality financial institutions. The Group has policies in place to limit the amount of

exposure to any one financial institution. The maximum exposure to credit risk is the amount reflected on the balance sheet.

Market Risk The Group takes on exposure to market risks, which is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risks mainly arise from changes in foreign currency exchange rates and interest rates. Market risk is monitored by the Group treasury department which carries out extensive research and monitors the price movement of financial assets on the local and international markets. Market risk exposures are measured using sensitivity analyses. There has been no recent change to the Group’s exposure to market risks or the manner in which it manages and measures the risk.

Currency Risk

Currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Jamaica dollar, the Guatemala Quetzal, and others. Foreign exchange risk arises from future commercial transactions, recognized assets and liabilities and net investments in foreign operations. The Group manages its foreign exchange risk by ensuring that the net exposure in foreign assets and liabilities is kept to an acceptable level by monitoring currency positions. The Group further manages this risk by maximizing foreign currency earnings and holding foreign currency balances. The Group has certain investments in foreign operations, the net assets of which are exposed to foreign currency translation risk. Currency exposure arising from the net assets of the Group’s foreign operations is managed primarily through borrowings denominated in the relevant foreign currencies.

Cash flow and fair value interest rate risk

As the Group has no significant interest bearing assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group’s interest rate exposure arises from borrowings. Borrowings issued at variable rates and revolving short-term borrowings expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group analyses its interest rate exposure on a dynamic basis. Various scenarios are simulated for borrowings that represent the major interest bearing positions, taking into consideration refinancing, renewal of existing positions and alternative financing.

Fair values of financial instruments

Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. The fair value of the Group’s financial instruments that, subsequent to initial recognition, are not measured at fair value is determined by using valuation techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at each statement of financial position date. The fair values of these financial instruments are determined as follows:

i. The face value, less any estimated credit adjustments, for financial assets and liabilities with a maturity of less than one year are estimated to approximate their fair values. These financial assets and liabilities include cash and bank balances, trade receivables and payables and short term borrowings.

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ii. The carrying values of non-current borrowings to non-related parties approximate their fair values, as these loans are carried at amortized cost reflecting their contractual obligations and the interest rates are reflective of current market rates for similar transactions.

iii. The fair values of the loans to and from related parties could not be reliably determined as these instruments were granted under special terms and are not likely to be traded in a fair market exchange.

Liquidity Risk

Liquidity risk is the risk that the Group is unable to meet its payment obligations associated with its financial liabilities when they fall due. Prudent liquidity risk management implies maintaining sufficient cash and other liquid assets, and maintaining the availability of funding through an adequate amount of committed credit facilities. Liquidity risk also includes the risk associated with the loss of value of a security by liquidating the security prior to maturity. In addition, liquidity risk relates to the time it takes to dispose of a security; that is, the speed with which a particular security can be converted to cash.

Liquidity risk management process

The Group’s liquidity management process, as carried out within the Group and monitored by the Board of Directors, primarily includes: - Monitoring future cash flows and liquidity on an ongoing basis. This incorporates an assessment of expected cash

flows and the availability of collateral which could be used to secure funding if required; - Maintaining committed lines of credit; and - Managing the concentration and profile of debt maturities.

Regulatory Risks The Company’s business is subject to and governed by statutory regulations which may be changed in the future and such

changes may affect its profitability. If such rules become onerous from the point of view of the Company or its clients this may

require the Company to recapitalize, or to change its business operations, and in any case, changes in such regulatory rules or

standards may affect its long-term profitability.

Economic Risk

The economies where PBS has franchise operations may experience unfavorable performance based on their macro-economic variables such as; low GDP, high unemployment, low capital reinvestment rates and adverse balance of payments. The risk of economic downturn is mitigated by the geographical diversification of the Group. The entity’s operations are strategically spread across Latin America and the Caribbean to achieve an optimal level of diversity in both cash flows and risk. PBS is a regional company with proven longevity; PBS has proven its ability to remain an agile organization with competent executives that know how to navigate tough times. These factors have enabled PBS returns to remain robust during times of economic downturn.

Industry Risk

Industry risk is the risk that a group of stocks or shares in a single industry will decline in price due to developments within that industry.

Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Board of Directors monitors the return on capital, which the Group defines as net operating income (excluding non-recurring items) divided by total equity (excluding non-redeemable preference shares and non-controlling interests). There was no change to the capital management process during the year.

New Accounting Rules or Standards

The Company may become subject to new accounting rules or standards that are different from those that are presently applicable. Such new accounting rules or standards could require significant changes in the way the Company currently

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reports its financial position, operating results or cash flows. Such changes could be applied retrospectively. This is a risk that is common to companies that apply International Financial Reporting Standards (IFRS).

Operational Risk

The Company is also subject to the risk of loss resulting from disruptions to its business, inadequate or failed internal

processes, people and systems or from external events (including severe weather, other acts of God or social unrest). These

also include systematic risk (including risk of accounting errors, failure to procure adequate insurance coverage, and

compliance failures), legal risk and reputational risks. The Directors consider that the Company is prudent and that it insures

itself against some (but not all) of these risks. It may not be feasible for the Company to insure itself in respect of all of the risks

mentioned, because no coverage may be available or its not economical to do so.

Share Price Volatility

Following the proposed admission to trading on the JSE and the ISM, the Common Shares and the J$ Preference Shares thereby listed may experience volatility in market price, or flat trading, being very infrequent or insignificant volumes of trading, either of which may extend beyond the short-term and which may be dependent on the Company’s financial performance, as well as on investor confidence and other factors over which the Company has no control. In either case the market price of the Common Shares and the J$ Preference Shares may be negatively affected or constrained from growing.

Change of Policies

The Company’s operating and financial policies, including its policies with respect to growth, operations, indebtedness, capitalization and dividends may be changed by its Board of Directors without the approval of its shareholders. These policies are exclusively determined by the Company’s Board of Directors; accordingly, the Company’s shareholders do not control these policies.

Control of the Company

The Common Shares and the J$ Preference Shares in the Invitation will not confer legal or effective control of the Company on the Applicants. The Company is controlled by the Board of Directors under the guidance of the Chairman and Chief Executive Officer.

Admission of the shares to the Main Market of the JSE

After the Closing Date, and assuming that the Invitation is able to raise the equivalent of US$37 million by no later than the Closing Date, the Company will make an application to the JSE to admit the Common Shares and the J$ Preference Shares to the Main Market. The US$37 million mentioned in the foregoing sentence includes the US$8.7 million to be paid to IFC. The application for listing is dependent on the success of the Invitation in raising the stated funds in the stated time and other criteria set out in the JSE Rules. Neither the Company nor the Directors are able to guarantee the success of the Invitation or the admission of the Shares to the Main Market.

Admission of the shares to the ISM

The ISM was launched in March 2016 and is a new market option for investors. The BSE has stated that the types of securities which are eligible for listing on the ISM are (i) equity securities; (ii) debt securities including corporate debt paper term notes, eurobonds and convertible bonds; and (iii) investment funds including property funds, umbrella funds, feeder funds and fund of funds. The Company cannot give any assurance that a liquid market for the securities listed on the ISM will develop. If no active trading market develops, a holder of Shares may not be able to resell their Shares on the ISM.

Taxation of Listed Shares Transfers of any Common Shares or J$ Preference Shares on the JSE and BSE are exempt from transfer tax and stamp duty in Jamaica and Barbados. Dividends paid by the Company will be exempt from withholding tax in Barbados. Dividends received by a Shareholder not resident in Barbados may or may not be subject to tax in the country where the Shareholder is resident. Each prospective Shareholder should consult with an independent adviser as to the rate of taxes that is applicable to the Shareholder.

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Risk of Catastrophic Events

Property and casualty insurers are subject to claims for property damage and business interruption arising out of natural disasters and other catastrophes, which may have a significant impact on their results of operations and financial condition. Natural disasters and other catastrophes can be caused by various events including, but not limited to, hurricanes, earthquakes, tornadoes, wind, hail, fires and explosions, and the incidence and severity of natural disasters and other catastrophes are inherently unpredictable. The extent of losses from a catastrophe is a function of 2 factors: the total amount of insured exposure in the area affected by the event and the severity of the event. Most natural disasters and other catastrophes are localized; however, hurricanes, earthquakes and floods have the potential to produce significant damage in widespread areas.

Payment of Dividends

The payment of dividends on the Common Shares after the Invitation will be primarily dependent on the Company’s future profitability. See further details at the section entitled Dividend Policy above.

Issue of additional shares

The Directors may hereafter authorize the issue of additional shares in the Company in any class. Such shares, once issued, may rank pari passu with and/or in priority of the existing Shares and may be listed on the JSE and the ISM or on any other stock exchange(s). Additional shares so issued could affect the market price of the Shares currently being offered.

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Section 15 - Statutory & General Information:

Statutory Information required to be set out in this Prospectus by section 373 and the Third Schedule to the Jamaica Companies Act and by the Barbados Companies Act, Part 1 First Schedule of the Barbados Companies Regulations, the Barbados Securities Act, and the Barbados Securities Regulations (together the “Applicable Statutory Requirements”) and other general information follow.

1. The Company has no founders, management or deferred shares.

2. The Articles fix no shareholding qualification for the directors.

3. The provision of the By-Laws of the Company which relates to the remuneration of Directors provides as follows.

a. The remuneration to be paid to the directors shall be such as the directors may from time to time determine and such remuneration may be in addition to the salary paid to any officer or employee of the Company who is also a director. The directors may also award special remuneration to any director undertaking any special services on the Company's behalf other than the routine work ordinarily required of a director and the confirmation of any such resolution or resolutions by the shareholders shall not be required. The directors shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Company.

b. If any director or officer of the Company is employed by or performs services for the Company otherwise than as a director or officer or is a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Company, the fact of his being a shareholder, director or officer of the Company shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

4. See disclosure below on Directors’ fees.

The Directors may be remunerated for acting in such capacity from time to time in accordance with the Articles and

By-Laws of the Company.

5. The Offer Opening Date: July 5, 2017

6. The Offer Closing Date: July 26, 2017

7. US$0.55 is payable on submission of the Application in respect of each Common Share.

8. J$100.00 is payable on submission of the Application in respect of each J$ Preference Share.

9. 39,090,909 Common Shares are being offered for subscription/sale.

10. 25,800,000 J$ Preference Shares are being offered for subscription.

11. The names, descriptions and addresses of the Directors are included below:

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Name of Director Description Address Paul B. Scott Executive Ithaca, Aguilar Road, Stony Hill, St. Andrew, Jamaica Nigel A. Clarke Executive 11 Millsborough Avenue

Kingston 6, Jamaica Patrick A.W. Scott Executive Apartment #4A, Manor Court Apartments, Manor

Park Drive, Kingston 8, St. Andrew, Jamaica Melanie M. Subratie Executive 4 Picney Drive

Kingston 8, St. Andrew Pedro C. Paris Executive 11.4 Carretera Interna a Muxbal

Casa No. 31 Residencial La Española Zona 9, Santa Catarina Pinula Guatemala

In the event that the Invitation is successful, the Company intends that the following persons will also be appointed directors of the Company.

Name of Director Description Address José Misrahi Executive 9200 SW 105 Street, Miami, Florida, USA, 33176 Thomas Agnew Independent 29 Mount Pleasant St Combridge, MA, 02140 Lois Denny Executive #85 Valley View Vaucluse St. Thomas, Barbados Douglas Hewson Independent 1375 Kerns Road, Burlington, Ontario, Canada,

L7P4V7 Ricardo Hutchinson Independent Lot F49, Caribbean Estates, Greater Portmore P.O.,

St. Catherine, Jamaica

Mr. Hewson’s and Mr. Hutchinson’s appointments are subject to Portland taking up its full allocation of the Reserved Shares, and consequently holding at least 22.1% of the issued Common Shares of the Company as contemplated herein and by the Lock-In Deed referenced in Section 15.

12. In the opinion of the Directors, the minimum amount of US$37 million is expected to be raised by the Company out of

the proceeds to provide for matters set out in the Applicable Statutory Requirements and the amount of US$41.5

million is to be used as set out at the “Use of Proceeds” sections above including, as contained in the Message from the

Chairman. The US$37 million mentioned in the foregoing sentence includes the US$8.7 million to be paid to IFC.

13. No previous offers of Common Shares or J$ Preference Shares have been made to the public.

14. The price for each Common Share is US$0.55. The price for each J$ Preference Share is J$100.00.

15. All Applicants will be required to pay in full the applicable price per Common Share and/or J$ Preference Share along

with the JCSD processing fees as specified in this Prospectus. No further sum will be payable on allotment.

16. There are no investments.

17. The Goodwill stated on the balance sheet relates to the acquisition of PBS Central America, Mobay Holdings N.V.

Productive Business Solutions Dominicana, S.A.S. (Dominican Republic) and Productive Business Solutions

(Barbados) Ltd (Barbados). Please refer to the Audited Financial Statements attached herein.

18. Aggregate bank loans as at 31 December 2016 amount to US$ 66,128,000 (includes accrued interest net of deferred

financing costs). Please refer to the Audited Financial Statements attached herein.

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19. No real property is currently proposed to be purchased or acquired by the Company and paid for wholly or partly out

of the proceeds of this Invitation for the purposes of the applicable statutory requirements.

20. For greater certainty, the Invitation includes the offer for sale to the general public of 15,818,182 Common Shares by

IFC and the proceeds from such sale shall be used for IFC’s personal purposes.

21. Within the last two years preceding the date of this Prospectus no amount or benefit has been paid or given or is

intended to be paid or given to any promoter save for: the agreement dated August 8, 2016 between PBS and NCBCM

for NCBCM to act as the lead broker for the offer contemplated by this Prospectus and the agreement between Facey

Group and FCIS dated February 17, 2015 for FCIS to act as the lead arranger for the offer contemplated by this

Prospectus.

22. The Company expects to pay the expenses of the Invitation out of the proceeds of its fundraising, and the Company

estimates that such expenses will not exceed US$1.5million (inclusive of brokerage and financial advisory fees,

underwriter fees, financial consultant’s fees, legal fees, consultancy fees, auditors’ fees, listing fees, registration fees,

marketing expenses, Companies Registrars’ fees, initial fees and value added tax). This US$1.5 million estimate

includes the fees stated in the table below.

USD '000s

Lead Arranger - Arranger Fee 237.5

Lead Broker - Arranger Fee 237.5

Underwriter - Underwriting Fee 225.0

Reserved Entity - Transaction Fee 112.5

TOTAL 812.5

The name and addresses of the auditors to the Company is PricewaterhouseCoopers SRL (“PWC”), Bishop’s Court Hill,

St. Michael, Barbados.

23. PricewaterhouseCoopers SRL has given and not withdrawn its consent to issue the Prospectus with the inclusion of

the Financial Information, and its name in the form and context in which it is included.

24. The offer for the subscription/purchase of the J$ Preference Shares pursuant to the Invitation is 100% underwritten

by the Underwriter up to a maximum of the equivalent of US$20,000,000.

25. Contracts signed within the past 2 years and prior to the issuing of this Prospectus were entered into in the normal

course of business. Facey Group, PBS and IFC are currently negotiating an agreement, which if successfully completed,

will result in IFC exchanging 30,978 of its shares in Facey Group for 15,818,182 Common Shares immediately before

the Allotment.

26. No person has, or is entitled to be given, any option to subscribe for any share (including any Common Share) in, or

debentures of, the Company.

27. The proceeds of the issue will not be applied wholly or partly, directly nor indirectly in the purchase of any business

by the Company.

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28. The proceeds of the issue will not be applied wholly or partly, directly nor indirectly in any manner resulting in the

acquisition by the Company of shares in any other undertaking.

29. Provisions of the Articles and By-Laws relating to the voting rights conferred by and the rights in respect of capital

and dividends attaching to the classes of shares in the capital of the Company are set out below.

Common Shares without nominal or par value

The rights, privileges, restrictions and conditions attaching to the Common Shares are amended and restated as follows:

1. Voting Rights

1.1. The holders of the Common Shares shall be entitled to receive written notice of, to attend and to vote at any shareholders’ meetings of the Company except meetings at which only holders of a specified class of Preference Shares are entitled to vote.

1.2. Each holder of Common Shares shall be entitled to exercise one vote in respect of each

Common Share held.

2. Dividend Rights

2.1 The holders of the Common Shares shall be entitled to receive, subject to the Company making all necessary provisions for the payment of a dividend on the Preference Shares, and the redemption of any shares due in the relevant financial period of the Company, any dividend to the holders of the Common Shares, pari passu and pro rata to the number of those shares held by each of them respectively.

3. Liquidation Rights

3.1 The holders of the Common Shares shall be entitled to share in the remaining property and assets of the Company, in the event of the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, subject to the liquidation preference of the Preference Shares as set forth in this Schedule.

J$ Preference Shares:

The rights, privileges, restrictions and conditions attaching to the Preference Shares in respect of voting, dividend and liquidation rights are stated as follows:

1. Dividends Rights

1.1 The holders of the J$ Preference Shares shall be entitled to receive a dividend as and

when declared by the Directors out of the moneys of the Company properly applicable to the payment of dividends.

1.2 The J$ Preference Shares, shall be entitled to a fixed, preferential cumulative, cash

dividend at the rate of 9.75% per share per annum, to be paid semi-annually on the amounts paid up or credited as paid up on the last day in June and December in each year (commencing with the last day of December 2017) and on the Mandatory Final Redemption Date in J$ for the relevant shares;

PROVIDED THAT:

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(i) such dividends shall be paid from the distributable profits of the Company (from time to

time determined by the Directors) and not otherwise; (ii) such date for payment aforesaid shall follow a declaration of the payment of dividends

by the Directors and processing by the Administrative Agent engaged by the Company to attend to, inter alia, payments to the registered holders of such shares; and

(iii) in the event that such date for payment is not a Business Day, then the preferential

dividend shall be made on the next succeeding Business Day (unless that day falls in the next calendar month in which event such payment shall be made on the immediately preceding Business Day).

2. Liquidation Rights

2.1 The holders of the J$ Preference Shares shall have the right, on a winding up of the Company or other return of capital to repayment, in priority to any payment to the holders of any other shares of the Company, of:

(i) an amount equivalent to the Subscription Price;

(ii) any arrears or accruals of the cumulative preferential dividend on the J$ Preference

Shares, whether declared or earned, or not, calculated down to the date of such repayment; and

(iii) any Early Repayment Premium then payable, as applicable (Redemption Payment on a Winding Up).

3. Voting Rights

3.1 The holders of the J$ Preference Shares shall not, be entitled to receive notice of or to attend or vote at any general meeting of the Company except where the business of the meeting includes the consideration of a resolution for winding up the Company which in such event, the holders thereof shall only be entitled to attend in person or by proxy and shall have one vote, and on a poll every holder of J$ Preference Shares, present in person or by proxy, shall have one vote for each J$ Preference Share of which is held.

30. Save for such amount already recommended for distribution by way of dividend and accordingly paid, no further

amount is recommended for distribution as at the date of this Prospectus.

31. Neither the Company nor any of its subsidiaries is currently engaged in any material litigation, nor are they aware of

any pending material litigation save and except for the matters mentioned below.

LITIGATION –

Significant litigation, administrative proceedings or governmental investigations or inquiries, pending or

threatened, affecting PBS and Subsidiaries are summarized below.

A. Productive Business Solutions (Costa Rica), S.A. vs. Ministerio de Hacienda A claim for damages was made by legal proceedings instituted by PBS COSTA RICA (as a consequence of

unlawful termination of a public bid process) against the Ministerio de Hacienda for a total of USD$2M. The

proceedings have been completed and PBS COSTA RICA is now awaiting a ruling on the claim. .

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B. Rafael Porres vs. Productive Business Solutions (Costa Rica), S.A. Mr. Rafael Porres (a former PBS COSTA RICA manager), filed a lawsuit requesting the company to pay him

severance and other benefits due to termination of his labor agreement. After the initial ruling and its appeal,

the Supreme Court issued its decision against PBS COSTA RICA. No specified amount has been claimed but

PBS has provided for US$160,000 on its balance sheet and is waiting for the Judge’s final decision.

C. Fiscal Authority vs. Computos y Comunicaciones Avanzados, S.A. (now Productive Business Solutions (Guatemala), S.A. due to merger)

The Fiscal Authority (the tax authority) in Guatemala determined that CCA / PBS GUATEMALA had unpaid

taxes of approximately USD$220K. CCA / PBS GUATEMALA litigated such decision and the court ruled in

favour of CCA / PBS GUATEMALA. The tax authority has filed a final motion before the Supreme Court to

challenge said ruling. Supreme Court´s definite decision has not been issued.

D. Fiscal authority vs. Productive Business Solutions (Guatemala), S.A. Upon a cargo customary revision, the Guatemalan Fiscal Authority determined that the import form filed by

PBS GUATEMALA declared a lesser amount of goods than revealed by the consignment. The applicable fine

and taxes will aggregate to a modest sum of only US$3,000.00. The Supreme Court favored the fiscal authority

and thus impeding PBS GUATEMALA from rectifying the corresponding custom´s importation form. The fiscal

authority should now present charges against PBS GUATEMALA, charges which will be challenged on an

array of grounds including, inter alia, immateriality, good faith, and error.

32. In the event that the Invitation is successful, Facey Group and the Reserved Entity will enter into a Lock-In Deed being a shareholders’ agreement detailing, inter alia, the Reserved Entity’s right to appoint members of the board of directors of the Company and the Reserved Entity’s right of first refusal and tag-along rights in respect of any sale of Shares held by Facey Group.

In the event that the Invitation is successful, the Company and the Reserved Entity will enter into a Deed of Governance concerning, inter alia; debt, capital expenditure, financial reporting, environmental law compliance and tax compliance obligations of the Company.

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Documents Available for Inspection

Copies of the following documents may be inspected at the offices of FirstCaribbean International Securities Limited, 23-27

Knutsford Boulevard, Kingston 5 between the hours of 9:00 a.m. to 4:00 p.m. on Mondays to Fridays, up to and including the

Closing Date (or the extended Closing Date as the case may be):

1. This Prospectus

2. The Certificate of Amendment and the Amended and Restated Articles of Incorporation of the Company.

3. The By-Laws of the Company.

4. The Audited Financial Information for the years ending December 31, 2012 to December 31, 2016.

5. The consent of the Auditor to the inclusion of their names and references thereto in the form and context in which

they appear in this Prospectus.

6. The draft agreements referenced at Item 32 of Section 15.

Potential Investors may also view additional material on the Company at www.debtdomain.com.

http://www.debtdomain.com/

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Appendix I – Application Procedures & Conditions

APPENDIX 1

Application Procedures, Terms and Conditions

1. Each Applicant may apply for Common Shares and/or J$ Preference Shares in the Invitation by means of the applicable Application Form included in this Prospectus. Each duly completed and signed Application Form, accompanied/supported by payment, or evidence thereof, for the full amount payable, by method approved by the Lead Broker an “Approved Payment Method”, must be taken to the offices of the Lead Broker as detailed in the Invitation or of the Selling Agent or the other locations detailed below on or before 4:30 pm (Jamaica time) on the Closing Date.

2. The full amount payable for the Common Shares and/or J$ Preference Shares for which you are applying

(being the number of Common Shares and/or J$ Preference Shares, multiplied by the Offer Price per Share) plus JCSD processing fee of JMD 134.00 (inclusive of GCT) must be paid in one of the following 3 ways.

2.1 By Real Time Gross Settlement System (“RTGS System”) to Productive Business Solutions or the Lead Broker using the following information, and evidence of such payment supplied with the completed and signed Application Form:

NCB CAPITAL MARKETS LIMITED

1. Bank: National Commercial Bank Jamaica Limited 2. BIC: NCCMJMK1 3. Branch: 1-7 Knutsford Boulevard (New Kingston) 4. Account Name: NCB Capital Markets Limited 5. Beneficiary Address: NCB Atrium, 32 Trafalgar Road, Kingston 10 6. Account number: 351422580

(Please include the applicant’s name in the transaction details of the RTGS)

2.2 Applicants who have an investment account with the Lead Broker or Selling Agent may submit to

them a letter of instruction to the Lead Broker/Selling Agent authorising the Lead Broker/Selling Agent to apply funds standing to the credit of such Applicant against the subscription price payable in respect of their application for Common Shares and/or J$ Preference Shares.

2.3 Payment may also be made via a J$ Manager’s Cheque drawn on a Jamaican commercial bank made

payable to “Productive Business Solutions” or the Lead Broker and will be accepted only in respect of payments for less than J$1,000,000.00.

3. The Directors in their sole discretion may accept (in whole or in part) or reject any application to purchase

Common Shares and/or J$ Preference Shares even if the application is received, validated and processed.

4. If the Company accepts your application to purchase (in whole or in part), this will be a binding contract under which you will have agreed to subscribe for/purchase the Common Shares and/or J$ Preference Shares in respect of which your application has been accepted at the Invitation Price.

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5. Once the Invitation closes If the Invitation is oversubscribed:

(i) Applicants may be allocated and issued fewer Common Shares and/or J$ Preference Shares than they applied for, or

(ii) Common Shares and/or J$ Preference Shares may be allotted to Applicants on a “Pro Rata” basis,

with the Applications submitted earlier after the Invitation opens being allocated Common Shares and/or J$ Preference Shares prior to those Applications which were submitted later, and the Applications submitted later may be scaled down to the extent necessary given the respective numbers of Common Shares and/or J$ Preference Shares available in the Invitation, or

(iii) the Directors, in consultation with the Lead Broker may (but shall not be obliged to) increase the

amount of the Invitation and allocate and issue additional Common Shares and/or J$ Preference Shares as part of the Invitation, at the Invitation Price per Common Shares and/or J$ Preference Shares (as applicable), subject to prior registration of such additional Common Shares and/or J$ Preference Shares with the FSC and the Barbados FSC.

6. Each Application for Common Shares must be for a minimum of 1,000 Common Shares with increments in

multiples of 100 Common Shares.

7. Each Application for J$ Preference Shares must be for a minimum of 1,000 J$ Preference Shares with increments in multiples of 100 J$ Preference Shares.

8. In respect of each Application which is accepted in whole or in part by the Company, the Company will

issue a letter of allotment in the name of that Applicant (or in the joint names of joint Applicants) for the number of Common Shares and/or J$ Preference Shares, as applicable, allotted to the Applicant. The letters of allotment may be sent by ordinary post to such Applicants provided however, that the letters of allotment may be sent by e-mail at the Company’s option. The subscription monies, which are refundable to the Applicant if the Application has only been accepted in part, will be paid directly to the Applicant’s bank account.

9. Should there be any repayment by cheque these will be sent to the Lead Broker or Selling Agent (as the

case may be) through which the Applications were received, who will distribute same (if by mail, at the Applicant’s risk) to the addresses of the Applicants (or of the first-named joint Applicant) as stated in the Application Form. PBS will use its best efforts to send the letters of allotment and refund cheques to the Lead Broker/Selling Agent within seven working days after the Closing Date or as soon thereafter as practicable. If the amount to be refunded is equal to or greater than J$1,000,000.00, refund payments shall only be made to the Applicant using the Bank of Jamaica’s Real Time Gross Settlement System, and where the subscription price in respect of an Application is in excess of J$1,000,000.00, the required details to facilitate refund payments by that method must be provided on the Application Form.

10. If the application to list the Common Shares and/or J$ Preference Shares on the Jamaica Stock Exchange is successful, the securities issued pursuant to the offer will be issued in the JCSD for the credit of the accounts of the successful Applicants. If the application to list the Common Shares and/or J$ Preference Shares on the Jamaica Stock Exchange is not successful, a share certificate for the Common Shares and/or J$ Preference Shares, as applicable, allotted to each successful Applicant shall be issued by the Company and sent to the Applicant within 45 days after the close of the Invitation or as soon thereafter as practicable.

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11. Letters of allotment and share certificates, if mailed by the Lead Broker or Selling Agents on behalf of PBS (as the case may be) through the post to the address of the Applicant (or of the first-named joint Applicant) as stated in the Application Form, are at the risk of the Applicant or such person (as the case may be).

12. Letters of allotment are not transferable or assignable.

13. Where the Applicant is an individual, such person must be at least 18 years old.

14. See below the list of NCB Capital Markets Limited’s Locations island-wide

NCB 1-7 Knutsford Blvd, Kingston, Jamaica, W.I. NCB Half-Way Tree, 94 HWT Rd., Kingston, Jamaica, W.I. NCB Matildas Corner, 15 Northside Plaza, P.O. Box 72, Kingston, Jamaica, W.I. NCB St. Jago, St. Jago Shopping Centre, St. Catherine, Jamaica, W.I. NCB University Branch, Mona Campus, Kingston, Jamaica, W.I. NCB Portmore Lot 18 West Trade Way, Portmore, St. Catherine, Jamaica, W.I. NCB Duke & Barry Street 37 Duke St., Kingston, Jamaica, W.I. NCB Constant Spring, 124-126 Constant Spring Rd., Kingston, Jamaica, W.I. NCB Cross Roads, 90-94 Slipe Rd. P.O. Box 5 Kingston, Jamaica, W.I. NCB Atrium, 32 Trafalgar Road, Kingston, Jamaica, W.I. NCB Baywest Centre, Harbour St. Montego Bay, Jamaica, W.I. NCB Santa Cruz, Santa Cruz P.O., St. Elizabeth, Jamaica, W.I NCB St. Ann’s Bay 19-21 Main St. St. Ann's Bay, St. Ann, Jamaica, W.I NCB Mandeville P.O. Box 61 Mandeville, Manchester, Jamaica, W.I NCB, 41 Main St., P.O. Box 29, May Pen, Clarendon, Jamaica, W.I NCB Ocho Rios 40 Main St., Ocho Rios, St. Ann, Jamaica, W.I NCB Savanna-la-mar 68 Great Georges St. P.O Box 10 Savanna-la-mar, Jamaica, W.I

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Appendix 1: SUBSCRIPTION FORM – Common Shares PLEASE READ CAREFULLY BEFORE COMPLETING THIS FORM To: PRODUCTIVE BUSINESS SOLUTIONS LIMITED (“PBS”) Re: Invitation for Subscription for up to 39,090,909 common shares in PBS made pursuant to the Prospectus dated the 19th day of June 2017 (the “Prospectus”). I/We confirm that I/we have read and understood and hereby agree to be bound by the terms and conditions contained in the Prospectus, all of which are incorporated in this Application Form by reference. I/We hereby apply for _________________________________ common shares in PBS on and subject to the terms and conditions of the Invitation set out in the Prospectus at the price of USD 0.55C. I/We make payment for the sum of USD _________________________for my/our subscription and the JCSD processing fee of JMD 134.00 (inclusive of GCT) via USD banker’s draft drawn on a Jamaican commercial bank and made payable to the respective broker for such total price OR where applicable, proof of payment to the respective broker made electronically using the ACH/RTGS payment system. I/We agree to accept the same or any smaller number of common shares in respect of which this application may be accepted, subject to the terms and conditions in the Prospectus and the Articles of Incorporation of PBS, by which I/We agree to be bound. I/We request you to sell and transfer to me/us the number of common shares, which may be allocated to me/us at the close of the said Invitation the terms and conditions governing applications, as set forth in the Prospectus. I/We hereby agree to accept the shares that may be allocated to me/us to be credited to an account in my/our name(s) in the Jamaica Central Securities Depository. Instructions to completing application form: All fields are relevant and must be completed. If you already have an account with the JCSD, please ensure that you indicate your JCSD Account number.

Reserved Shares (If applicable, see overleaf & the Prospectus) ⃝ Employee ⃝ Other

SPECIAL CONDITION

If the applications for common shares the subject of the Prospectus is oversubscribed I/We direct that I will/will not (as indicated by “yes” or “no” in the adjacent columns) accept preference shares the subject of the Prospectus (at JMD 100.0 per preference share) up to such amount as can be paid for by any part of the price not applied in payment for common shares the subject of this Application. I/We agree to accept such preference shares, subject to the terms and conditions in the Prospectus and the Articles of Incorporation of PBS Limited, by which I/We agree to be bound. I/We request you to sell and transfer to me/us such number of preference shares which may be allocated to me/us at the close of the said Invitation the terms and conditions governing applications, as set forth in the Prospectus. I/We hereby agree to accept such preference shares that may be allocated to me/us to be credited to an account in my/our name(s) in the JCSD

⃝ Yes ⃝ No

PRIMARY HOLDER

Full Name of Applicant (Individual or Company)

TRN Occupation/ Line of Business

Address

Nationality or Incorporation Country

Telephone (Home)

Telephone (Work)

Telephone (Cellular)

Facsimile

Email Address

Broker Code

JCSD Number

Broker Account Number

Applicant’s Bank

Bank Account Number

Bank Branch

Bank Account Type ⃝ Savings ⃝ Chequing Date of Application

Signatures (Company)

DIRECTOR

DIRECTOR/SECRETARY

Signature (individual)

SEAL OR STAMP REQUIRED FOR COMPANIES

APPLICANT

SECONDARY HOLDERS

Full Name (First Joint Holder)

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TRN Occupation


Date

Full Name (Second Joint Holder)

TRN Occupation


Date

Full Name (Third Joint Holder)

TRN Occupation


Date

PAYMENT VERIFICATION INFORMATION

Mangers Cheque

Cheque number Cheque Amount Institution

ACH/RTGS

Amount Confirmation / Reference #

Institution

Sender's Account Name

Sender’s Account #

Online Transfer


Institution



ALL APPLICANTS MUST INPUT THEIR TRN NUMBERS. THIS OFFER IS NOT MADE TO PERSONS RESIDENT OUTSIDE JAMAICA

ADDITIONAL INFORMATION 1. Applicants must apply for a minimum of 1,000 Shares with increments in multiples of 100. Applications in other denominations will not

be processed or accepted. This restriction is not applicable to Applicants for Reserved Shares. 2. If you are not a Reserve Share Applicant you must attach your payment for the specified number of Shares you have applied for, in the

form of either:

a. Manager’s cheque made payable to NCB Capital Markets Limited;

b. Transfer or deposit of funds to the following account:

NCB CAPITAL MARKETS LIMITED 1. Bank: National Commercial Bank Jamaica Limited 2. BIC: NCCMJMK1 3. Branch: 1-7 Knutsford Boulevard (New Kingston) 4. Account Name: NCB Capital Markets Limited 5. Beneficiary Address: NCB Atrium, 32 Trafalgar Road, Kingston 10 6. Account number: 351422580

3. If you are a Reserve Share Applicant, please so specify at the top of the Application Form. You must attach payment for the specified

number of Reserve Shares you are applying for.

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4. If you are applying jointly with any other person, you must complete the Joint Holder Information (in order appearing on account) and

each joint holder must sign the Application Form at the place indicated.

5. All Applicants must be at least 18 years old.

6. Share certificates will not be issued unless specifically requested. Instead, the shares allotted to a successful applicant will be credited to his account at the Jamaica Central Securities Depository. If the Applicant does not have a JCSD account, one will be created and the allotted shares deposited to that account. Applicants may refer to the notice posted on the JSE website (www.jamstockex.com) for instructions on confirming Share allotments.

7. Applicants who do not have a broker account must provide valid identification, proof of address, proof of source of funds and satisfy NCB Capital Markets Limited’s customer acceptance requirements for account opening.

8. All Applicants are deemed to have accepted the terms and conditions set out in the Prospectus generally.

FOR USE BY BROKER ONLY

Date Application Received Time Received

Payment Method ⃝ Cheque ⃝ Authorisation Letter Date of Cheque/Letter

Payment Amount Pool

Broker Authorised Signatory & Stamp

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Appendix 1: SUBSCRIPTION FORM – J$ Preference Shares PLEASE READ CAREFULLY BEFORE COMPLETING THIS FORM To: PRODUCTIVE BUSINESS SOLUTIONS (“PBS”) Re: Offer for Subscription of 9.75% J$ Redeemable Cumulative Preference Shares in PBS at JMD 100.00 per share. I/We confirm that I/we have read and understood and hereby agree to be bound by the terms and conditions contained in the Prospectus, all of which are incorporated in this Application Form by reference. I/We hereby apply for _________________________________ JMD preference shares in PBS on and subject to the terms and conditions of the Invitation set out in the Prospectus at the price of JMD 100.00. I/We make payment for the sum of JMD _________________________for my/our subscription and the JCSD processing fee of JMD 134.00 (inclusive of GCT) via JMD banker’s draft drawn on a Jamaican commercial bank and made payable to the respective broker for such total price OR where applicable, proof of payment to the respective broker made electronically using the ACH/RTGS payment system. I/We agree to accept the same or any smaller number of preference shares in respect of which this application may be accepted, subject to the terms and conditions in the Prospectus and the Articles of Incorporation of PBS, by which I/We agree to be bound. I/We request you to sell and transfer to me/us the number of preference shares, which may be allocated to me/us at the close of the said Invitation the terms and conditions governing applications, as set forth in the Prospectus. I/We hereby agree to accept the preference shares that may be allocated to me/us to be credited to an account in my/our name(s) in the Jamaica Central Securities Depository. Instructions to completing application form: All fields are relevant and must be completed. If you already have an account with the JCSD, please ensure that you indicate your JCSD Account number.

Reserved Shares (If applicable, see overleaf & the Prospectus) ⃝ Employee ⃝ Other

PRIMARY HOLDER

Full Name of Applicant (Individual or Company)

TRN Occupation/ Line of Business

Address

Nationality or Incorporation Country

Telephone (Home)

Telephone (Work)

Telephone (Cellular)

Facsimile

Email Address

Broker Code

JCSD Number

Broker Account Number

Applicant’s Bank

Bank Account Number

Bank Branch

Bank Account Type ⃝ Savings ⃝ Chequing Date of Application

Signatures (Company)

DIRECTOR

DIRECTOR/SECRETARY


SEAL OR STAMP REQUIRED FOR COMPANIES

APPLICANT

SECONDARY HOLDERS

Full Name (First Joint Holder)

TRN Occupation


Date

Full Name (Second Joint Holder)

TRN Occupation


Date

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Full Name (Third Joint Holder)

TRN Occupation


Date

PAYMENT VERIFICATION INFORMATION

Mangers Cheque

Cheque number Cheque Amount Institution

ACH/RTGS


Institution



Online Transfer


Institution



ALL APPLICANTS MUST INPUT THEIR TRN NUMBERS. THIS OFFER IS NOT MADE TO PERSONS RESIDENT OUTSIDE JAMAICA

ADDITIONAL INFORMATION

1. Applicants must apply for a minimum of 1,000 Shares with increments in multiples of 100. Applications in other denominations will not be processed or accepted. This restriction is not applicable to Applicants for Reserved Shares.

2. If you are not a Reserve Share Applicant you must attach your payment for the specified number of Shares you have applied

for, in the form of either:

a. Manager’s cheque made payable to NCB Capital Markets Limited;

b. Transfer or deposit of funds to the following account:

NCB CAPITAL MARKETS LIMITED 1. Bank: National Commercial Bank Jamaica Limited 2. BIC: NCCMJMK1 3. Branch: 1-7 Knutsford Boulevard (New Kingston) 4. Account Name: NCB Capital Markets Limited 5. Beneficiary Address: NCB Atrium, 32 Trafalgar Road, Kingston 10 6. Account number: 351422580

3. If you are a Reserve Share Applicant, please so specify at the top of the Application Form. You must attach payment for the

specified number of Reserve Shares you are applying for. 4. If you are applying jointly, with any other person you must complete the Joint Holder Information and each joint holder must

sign the Application Form at the place indicated. 5. All Applicants must be at least 18 years old. 6. Share certificates will not be issued unless specifically requested. Instead, the shares allotted to a successful applicant will be

credited to his account at the Jamaica Central Securities Depository. If the applicant does not have a JCSD account, one will be

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created and the allotted shares deposited to that account. Applicants may refer to the notice posted on the JSE website (www.jamstockex.com) for instructions on confirming Share allotments.

7. Applicants who do not have a broker account must provide valid identification, proof of address, proof of source of funds and

satisfy NCB Capital Markets Limited’s customer acceptance requirements for account opening. 8. All Applicants are deemed to have accepted the terms and conditions set out in the Prospectus generally.

FOR USE BY BROKER ONLY

Date Application Received Time Received

Payment Method ⃝ Cheque ⃝ Authorisation Letter Date of Cheque/Letter

Payment Amount Pool

Broker Authorised Signatory & Stamp

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Appendix II – Terms of Issue of J$ Preference Shares

In these Terms of Issue:

“Administrative Agent” means any administrative agent engaged by the Company to discharge administrative, paying agent

and/or registrar roles/functions for the benefit of J$ Preference Shareholders;

“Agreed Rate” means 9.75% per annum;

“Business Day” means a day, not being a Saturday, Sunday or public holiday when banks are open for business in Jamaica or

Barbados;

“Early Redemption Premium” refers to the early redemption premium for the J$ Preference Shares and means: (i) in the

case of each J$ Preference Share proposed to be redeemed by the Company by three (3) months’ notice in writing after the

fourth (4th ) anniversary of the Settlement Date, up to the fifth (5th) anniversary of the Settlement Date, an amount equivalent

to 1.5% of the cumulative preferential dividend payable with respect to each J$ Preference Share; and (ii) in the case of each J$

Preference Share proposed to be redeemed by the Company by three (3 ) months’ notice in writing after the fourth (4th)

anniversary of the Settlement Date, but before the seventh (7th) anniversary of the Settlement Date, an amount equivalent to

1.0% of the cumulative preferential dividend payable with respect to each J$ Preference Share PROVIDED THAT in each case

the notice in writing shall expire on a Periodic Redemption Date;

“J$” means Jamaican Dollars;

“J$ Preference Shares” means the 9.75% J$ Redeemable Cumulative Preference Shares the subject of these Terms of Issue;

“Mandatory Final Redemption Date” means the date when the Company or each J$ Preference Shareholder shall be at

liberty to require that the J$ Preference Shares held by such J$ Preference Shareholder be redeemed in full by the Company

being the date coinciding with the expiration of the tenor of the J$ Preference Shares, that is the Maturity Date;

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“Maturity Date” means the maturity date for the J$ Preference Shares which shall be the 30th day of June 2024;

“Periodic Redemption Date” means a date in each of June and December when the Company shall be at liberty to require that

J$ Preference Shares held by each J$ Preference Shareholder up to the Semi-Annual Redeemable Number be redeemed in full

by the Company pursuant to these Terms of Issue;

“Redemption Price” means the redemption price per J$ Preference Share which shall be J$ 100 plus the Early Redemption

Premium where the J$ Preference Shares are being redeemed by notice in writing by the Company, prior to the Maturity Date

but not on the Mandatory Final Redemption Date;

“Redemption Payments on a Winding Up” shall bear the meaning ascribed to this expression in paragraph (b) and

“Redemption Payment on a Winding Up” shall be construed accordingly;

“Relevant Date” means the date on which (i) dividends shall be paid with respect to the J$ Preference Shares; or (ii) the J$

Preference Shares are to be redeemed;

“Semi-Annual Period” means January to June and July to December in each year;

Semi-Annual Redeemable Number” means such number of J$ Preference Shares in relation to each J$ Preference

Shareholder as may be redeemed pursuant to notice in writing by the Company on the expiration of each Semi-Annual Period

being the number of J$ Preference Shares which is equivalent to a minimum payment of J$1,000,000 and multiples of

J$500,000 (such aggregate amount as stated in the notice aforesaid);

“Settlement Date” shall be the date coinciding with the close of the offer by the Company relating to the J$ Preference Shares;

“Special Resolution” means:

(i) a resolution passed by a majority of not less than two-thirds of the votes cast by the shareholders who voted in

respect of the resolution;

(j) a resolution signed by all the shareholders entitled to vote on the resolution;

“Subscription Price” means the subscription price per J$ Preference Share being J$ 100 in respect of the J$ Preference Share.

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The J$ Preference Shares in the capital of the Company, each with a subscription price of J$100, and subject as

hereinafter provided, a tenor of 84 months, the same to be issued at the Subscription Price shall be denominated

“Productive Business Solutions Limited 9.75% J$ Redeemable Cumulative Preference Shares” conferring upon the

registered holders thereof the following rights and shall be subject to the following restrictions, namely:

Dividends Rights

(a) The holders of the J$ Preference Shares shall be entitled to receive a dividend as and when declared by the Directors

out of the moneys of the Company properly applicable to the payment of dividends.

The J$ Preference Shares, shall be entitled to a fixed, preferential cumulative, cash dividend at the rate of 9.75% per

share per annum, to be paid semi-annually on the amounts paid up or credited as paid up on the last day in June and

December in each year (commencing with the last day of December 2017) and on the Mandatory Final Redemption

Date in J$ for the relevant shares;

PROVIDED THAT (i) such dividends shall be paid from the distributable profits of the Company (from time to time

determined by the Board of Directors of the Company) and not otherwise; (ii) such date for payment aforesaid shall

follow declaration of the payment of the dividends by the Board of Directors of the Company and processing by the

Registrar and Transfer Agent engaged by the Company to attend to, inter alia, payments to registered holders of such

shares; and (iii) in the event that such date for payment is not a Business Day, then subject as hereinbefore stated, the

preferential dividend shall be made on the next succeeding Business Day (unless that day falls in the next calendar

month in which event such payment shall be made on the immediately preceding Business Day);

Liquidation Rights

(b) The holders of the J$ Preference Shares shall have the right on a winding up of the Company or other return of capital

to repayment in priority to any payment to the holders of any other shares of the Company, of:

(i) an amount equivalent to the Subscription Price; and (ii) any Early Repayment Premium then payable, as applicable (Redemption Payment on a Winding Up); and (iii) any arrears or accruals of the cumulative preferential dividend on the J$ Preference Shares, whether declared

or earned, or not, calculated down to the date of such repayment.

Voting Rights

(c) The holders of the J$ Preference Shares do not carry the right to receive notice of or to attend or to vote at any general meeting of the Company EXCEPT in circumstances where the business of the meeting includes the consideration of a resolution to wind up the Company, AND in such event, every holder of J$ Preference Shares shall only be entitled to attend in person or by proxy shall have one vote, and on a poll every holder of Preference Shares, present in person or by proxy, shall have one vote for each J$ Preference Share of which he is the holder;

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Redemption Rights

(d) The J$ Preference Shares shall be issued as redeemable cumulative $J Preference Shares and subject to the provisions

contained in applicable law (the “Applicable Law”) (as the same may be amended from time to time) redemption of

such J$ Preference Shares shall be effected in the manner and on the following terms:

(i) For greater certainty in these Terms, it is hereby confirmed that redemption of the J$ Preference Shares by the Company may be effected pursuant to a notice issued by the Company to the registered holders of the J$ Preference shares or by the registered holder of J$ Preference Shares to the Company, in accordance with these Terms;

(ii) The Company may, by notice in writing to the registered holders of the J$ Preference Shares served on or before a Periodic Redemption Date, AND either of the registered holder of the J$ Preference Shares or the Company may, by notice in writing to the other, served on the Mandatory Final Redemption Date, require that the relevant J$ Preference Shares be redeemed on or immediately following the Periodic Redemption Date or the Mandatory Final Redemption Date (as applicable), paying in relation to the same, the respective Redemption Price. For greater certainty, the Redemption Price payable by the Company on the Mandatory Final Redemption Date shall not include the Early Repayment Premium. Any such notice pursuant to this paragraph (d) (ii) shall be in writing (and be in such form as the party issuing the notice shall determine, acting reasonably) and shall fix the time for redemption (being the earliest possible Business Day following the Periodic Redemption Date or the Mandatory Final Redemption Date, as applicable). Redemption pursuant to any such notice shall take place at the registered office of the Company;

(iii) Redemption of the J$ Preference Shares shall take place at the time and place fixed for redemption of the J$ Preference Shares:

a. the registered holder, if such registered holder is the holder of J$ Preference Shares by virtue of an allotment by the Company (the “original holder”) or a transferee from the original holder, shall (in the event that the J$ Preference Shares are certificated, but not otherwise) be bound to deliver up to the Company the relevant share certificate(s) with respect to the said J$ Preference Shares for cancellation following redemption; and

b. the Company shall pay to the J$ Preference Shareholder, the Redemption Price.

(iv) As from the time fixed for redemption of any of the J$ Preference Shares under any notice given pursuant to

paragraph (d) of these Terms, dividends shall cease to accrue on such J$ Preference Shares;

(v) If any registered holder of J$ Preference Shares shall fail or refuse to surrender the certificate(s) for such J$ Preference Shares (where such surrender is required) or shall fail or refuse to accept the Redemption Price, at the time fixed for redemption of any of the J$ Preference Shares under any notice given pursuant to paragraph (d) of these Terms, such money shall be retained and held by the Company in trust for such registered holder but without interest or further obligation whatever;

(vi) The rights attaching to the J$ Preference Shares may not be varied either while the Company is a going concern or during or in contemplation of a winding up of the Company without the sanction of a Special Resolution passed at a separate meeting of that class, but not otherwise. To every such separate meeting all of the provisions of

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the constitutive documents of the Company relating to general meetings of the Company or to proceedings thereat shall, mutatis mutandis apply, except that the necessary quorum shall be two persons at least holding or representing by proxy one-third in nominal amount of the issued J$ Preference Shares (but so that if at any adjourned meeting of such holders a quorum as above defined is not present those members who are present shall be a quorum) and that the holders of J$ Preference Shares shall, on a poll, have one vote in respect of each J$ Preference Shares held by them respectively;

(e) If the J$ Preference Shares shall be converted to preference stock units on issue, reference to the J$

Preference Shares shall be construed to mean, on the issue of same, “Preference Stock Units”.

(f) In the event of any conflict between the provisions of this Terms of Issue and the constitutive documents of

the Company, the former shall prevail.

These Terms of Issue were approved by the directors of the Company pursuant to a resolution of the directors of the Company passed at a directors meeting

held on May 30, 2017.

Consolidated Offer for Sale and Prospectus// Consolidated Offer for Sale and Prospectus Invitation...

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Transcript of Consolidated Offer for Sale and Prospectus// Consolidated Offer for Sale and Prospectus Invitation...