7% Grand Harbour Marina plc 2017 – 2020

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Grand Harbour Marina plc - Prospectus dated 25 January 2010

The Company

Grand Harbour Marina plc was incorporated on 31 August 2000 and became a public limited company on 12 January 2007. The Company entered into a deed of sub-emphyteusis on 4 September 2001 with Cottonera Waterfront Group plc, pursuant to which it acquired the rights to develop and subsequently operate the Grand Harbour marina, develop the surrounding land and buildings and operate the ancillary facilities located in Vittoriosa, Malta. Following issuance of development permits in January 2003, the Company was involved in the development of the marina and related facilities geared for the berthing of yachts with a focus on super-yachts. The Company completed the first pontoons in 2003 and in 2004 while still developing other parts of the project, launched the super-yacht berths at Vittoriosa Wharf, Machinery Wharf and Xatt ir-Risq and then launched the marina in autumn 2005 after completion of the super-yacht berths at St. Angelo Wharf.

The principal activities of the Company are the development, operation and management of marinas with a focus on super-yachts. Currently the Company operates only one marina in the Grand Harbour. Its main area of business is seeking prospective customers to berth their vessels within the Grand Harbour marina and provide a high-quality service as required by the yacht owners, captains and their crews.

Grand Harbour Marina plc is operated and managed by Camper & Nicholsons Marinas Limited, an international company listed on the UK AIM Market specialising in the management of marinas and the development of waterfront resorts worldwide.

The marina has a capacity of 224 pontoon berths for vessels ranging from 8 to 25 metres in length, and a total of 33 berths for super-yachts ranging from 30 to 100 metres (13 berths of which have been sold on 25-year leases with a combined value exceeding €34 million).

During 2007 the Company finalised the development of the Capitanerie providing a location for administration offices, meeting areas for yacht owners and crew members as well as other facilities for servicing customer requirements.

Grand Harbour Marina is continuously reviewing the configuration of the marina in order to make optimal use of the area and maximise the value of the Company’s assets. In fact, given the strong waiting list for pontoons, the Company temporarily converted the smaller super yacht berths at Xatt ir-Risq into pontoons to accommodate an additional 24 pontoons.

On March 2011, Grand Harbour Marina announced that it has entered an agreement with its majority shareholder, Camper and Nicholsons Marina Investments Limited (CNMI), to acquire 45% shareholding of Cesme Marine in Turkey for a total consideration of €4.4 million. The Turkish marina comprises of 385 berths for yachts up to 60 metres in length and a shopping village containing 6,000 sqm of retail area.

Use of Proceeds

The net proceeds from this bond issue are principally being used by GHM for:

1) The repayment of its current loan facility of €3.8 million with HSBC Bank Malta plc. This will release all assets of the company from any encumbrances granted to HSBC and increase GHM’s capability of obtaining further financing in the future.

2) Further waterside and landside investments within the Grand Harbour Marina itself including the reconfiguration of the marina layout to increase the number of super-yacht berths and the potential lettable berth area; real estate projects which are synergistic with the existing marina business and the expansion of the water area in Dockyard Creek. GHM may also invest in other marinas within Malta through the efforts being made by the Malta Maritime Authority to increase the number of pontoon berths.

3) Potential co-investments with CNMI in existing and new investment marinas outside of Malta focussing on the Mediterranean.

Security

Unsecured

Coupon

7%

Amount Issued

€12,000,000

ISIN Code

MT0000321217

Interest Payment

Semi-annually on 25 February and 25 August

XD Dates

11 February & 11 August

Maturity

The Bonds mature at 100% (par) on 25 February 2020 but may be redeemed early on any date between 25 February 2017 and 24 February 2020, by giving not less than 60 days notice.

Listing

Official List

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