Resus Energy : Prospectus - Debenture Issue 2022

Resus Energy PLC

Debenture Issue Prospectus

2022

Joint Managers to the Issue

DEBENTURE ISSUE 2022

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For an initial Issue of Five Million (5,000,000) Senior Listed Rated Unsecured Redeemable Three Year (2022/2025) & Five Year (2022/2027) Debentures of Sri Lankan Rupees 100/- (LKR One Hundred) each, to raise

Sri Lankan Rupees Five Hundred Million (LKR 500,000,000/-)

With an option to issue up to a further Two Million and Five Hundred Thousand

(2,500,000) Debentures to raise

Sri Lankan Rupees Two Hundred and Fifty Million (LKR 250,000,000/-)

at the discretion of the Company in the event of an oversubscription of the initial Issue

totalling to Sri Lankan Rupees Seven Hundred Fifty Million (LKR 750,000,000/-)

(The amount allocated to each type shall depend on the number of applications received)

To be listed on the Colombo Stock Exchange

Rated A+(lka) by Fitch Ratings Lanka Limited

Issue opens on

25 March 2022

This Prospectus is dated 22 March 2022

	Joint Managers to the Issue
Capital Alliance Partners	NDB Investment Bank
Limited	Limited

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

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

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

Responsibility for the Content of the Prospectus

This Prospectus has been prepared by Capital Alliance Partners Limited and the NDB Investment Bank Limited, on behalf of Resus Energy PLC. Resus Energy PLC (hereinafter referred to as the "Company") and its Directors confirm that to the best of their knowledge and belief this Prospectus contains all information regarding the Company and Debentures offered herein which is material; such information is true and accurate in all material aspects and is not misleading in any material respect; any opinions, predictions or intentions expressed in this Prospectus on the part of the Company are honestly held or made and are not misleading in any material respect; this Prospectus contains all material facts and presents them in a clear fashion in all material respects and all proper inquiries have been made to ascertain and to verify the foregoing. The Company accepts responsibility for the information contained in this Prospectus. However, where there are any inconsistencies between the contents of the Prospectus and the CSE Listing Rules, the CSE Listing Rules will prevail.

No person has been sanctioned to make any representations not contained in this Prospectus in connection with this Offer for Subscription of the Company's Debentures. If such representations are made, they must not be relied upon as having been authorized. Neither the delivery of this Prospectus nor any sale made in the Offering shall, under any circumstances, create an implication that there has not been any change in the facts set forth in this Prospectus or in the affairs of the Company since the date of this Prospectus.

Investors should be informed that the value of investments can vary and that past performance is not necessarily indicative of future performance. In making such investment decisions, prospective investors must rely on their knowledge, examination and assessments on Resus Energy PLC and the

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terms of the Debentures issued (knowledge, perception together with their own examination and assessment on Resus Energy PLC and the terms and conditions of the Debentures issued) including risks associated.

Registration of the Prospectus

A copy of this Prospectus has been delivered for registration to the Registrar General of Companies in Sri Lanka in accordance with the Companies Act No. 07 of 2007 (the "Companies Act"). The following documents were attached to the copy of the Prospectus delivered to the Registrar General of Companies in Sri Lanka:

1. The written consent by the Joint Managers to the Issue, Lawyers to the Issue, Bankers to the Issue, Auditors and Reporting Accountants to the Issue, Trustees to the Issue, Credit Rating Agency to the Issue and Registrar to the Issue for the inclusion of their respective names in this Prospectus.
2. A declaration by each of the Directors of the Company in terms of the Companies Act and confirming that each of them have read the provisions of the Companies Act and CSE Listing Rules relating to the issue of a Prospectus and that those provisions have been complied with.
3. The said Joint Managers to the Issue, Lawyers to the Issue, Bankers to the Issue, Auditors and Reporting Accountants to the Issue, Trustees to the Issue, Credit rating agency and Registrar to the Issue have not, before the delivery of a copy of the Prospectus for registration with the Registrar General of Companies in Sri Lanka withdrawn such consent.

Registration of the Prospectus in Jurisdictions Outside of Sri Lanka

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

Investment Considerations

It is important that this Prospectus is read carefully prior to making an investment decision. For information concerning certain risk factors, which should be considered by prospective investors, see "Risks Related to the Debentures" in Section 5.17 of this Prospectus.

Potential investors are recommended to read documentation pertaining to the final rating and the letter from Fitch Ratings Lanka Limited on revised quantum annexed to the prospectus together in making an investment decision. Rating report/Fitch rating outlook revision and the

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