STATUTORY AND GENERAL INFORMATION

17.1 The Company has no founders or management or deferred shares.

17.2 The Schedule to the Articles of Incorporation contain the following provisions with respect to qualifications and remuneration of directors:

17.2.1 A Director need not be a member of the Company (Clause 86.).

17.2.2 All non-employee members of the Board of Directors must own by the end of his or her first year as director an amount of the company’s common stock equal to five times the cash annual board retainer that is payable to each non-employee member of the Board (Clause 86 (a)).

17.2.3 No director may assign, alienate, anticipate, sell, transfer, pledge or encumber his or her shares as would cause that director’s assessed value of the Company’s stock holdings to fall below his or her total stock ownership requirement (Clause 86 (b)).

17.2.4 The remuneration of the Directors shall be such sum or sums as may from time to time be determined by them and approved by the Company in general meeting and unless otherwise provided shall be deemed to accrue from day to day (Clause 87).

17.2.5 The Directors shall be paid such travelling, hotel and other expenses as may properly be incurred in connection with their attendance at meetings of Directors or committees of directors or general meetings or separate meetings of the holders of any class of shares or of debentures of the company or otherwise in connection with the discharge of their duties and the business of the Company (Clause 88).

17.2.6 The Directors may award special remuneration out of the funds of the Company to any Director going or residing abroad in the interest of the Company, or undertaking any work additional to that usually required of Directors of a company similar to this or Directors may be paid all travelling, hotel and other expenses properly incurred by them in attending at a meeting of the Board or otherwise in connection with the discharge of their duties (Clause 89).

17.2.7 (a) A director or officer of a company who is-

(i) a party to a contract or proposed contract with the Company; or

(ii) a director or an officer of any body or has an interest in any body that is a party to a contract or proposed contract with the Company; or

(ii) an associate of a person who is a party to a contract, proposed contract or has an interest in any body that is a party to a contract or proposed contract with the Company,

shall disclose in writing to the Company or request to have entered in the minutes of meetings of directors the nature and extent of his interest.

(b) The contract referred to in section [17.2.7 (a) (above)] shall be subject to the approval of the Board of Directors of the Company and, subject to the provisions of these Articles of Incorporation, the director concerned shall not be present during any proceedings of the board in connection with that approval.

(c) A record of such contract shall be kept at the registered office of t he Company.

(d) The disclosure required by section [17.2.7 (a) (above)] shall be made-

(i) in the case of a director of a company:-

A. at the meeting at which a proposed contract is first considered;
B. if the director was not then interested in a proposed contract, at the first meeting after he becomes so interested; or
C. if a person who is interested in a contract later becomes a director of the company, at the first meeting after he becomes a director;

(ii) in the case of an officer of the Company who is not a director:-

A. forthwith after he becomes aware that the contract or proposed contract is to be considered, or has been considered, at a meeting of directors of the company;
B. if the officer becomes interested after a contract is made, forthwith after he becomes so interested; or
C. if a person who is interested in a contract later becomes an officer of the company, forthwith after he becomes an officer;
D. if the director becomes interested after a contract is made, at the first meeting after he becomes so interested.

(e) If a contract or proposed contract is one that, in the ordinary course of the company's business, would not require approval by the directors or shareholders of the Company, a director or officer of the Company shall disclose in writing to the Company, or request to have entered in the minutes of meetings of directors, the nature and extent of his interest forthwith after the director or officer becomes aware of the contract or proposed contract.

(f) For the purposes of this section, a general notice to the directors of a company by a director or an officer of the company declaring that he is a director or officer of, or has an interest in, another body, and is to be regarded as interested in any type of contract with that body, is a sufficient declaration of interest in relation to any such contract.

(g) A contract between a company and one or more of its directors or officers, or between a company and another body of which a director or officer of the company is a director or officer, or in which he has an interest, is neither void nor voidable-

(i) by reason only of that relationship;

(ii) by reason only that a director with an interest in the contract is present at, or is counted to determine the presence of a quorum at a meeting of directors or a committee of directors that authorized the contract,

if the director or officer disclosed his interest in accordance with this clause and the contract was approved by the directors and was reasonable and fair to the company at the time it was approved.

(h) Where a director or officer of the Company fails to disclose, in accordance with this clause, his interest in a material contract made by the Company, the Company may apply to set aside the contract.(clause 97).


17.2.8 A Director may be or continue or may become a Director or other officer or servant of, or otherwise interested in, any other company in which the Company is in any way interested and shall not (in the absence of agreement to the contrary) be liable to account to the Company for any emoluments or other benefits received or receivable by him as Director, officer or servant of, or from his interest in such other company (Clause 96).




17.2.9 A Director may hold any other office or place of profit under the Company in conjunction with the office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine, and a Director or any firm in which he is interested may act in a professional capacity for the Company and he or such firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing contained in these presents shall authorise a Director or any such firm to act as auditor to the Company (Clause 98).


17.2.10The Directors may provide benefits, whether by the payment of pensions, annuities, gratuities and superannuations or other allowances or by insurance or other benefits to any persons who are or have at any time been Directors of or employed by or in the service of the Company, or any company which is a subsidiary or a predecessor in business of the Company of any such subsidiary and for any member of his family (including a spouse and a former spouse or any person who is or was dependent on him) of the Company and may (as well before as after he ceases to hold such office or employment) set up, establish, support and maintain pension, superannuation or other funds or schemes (whether contributory or non-contributory) or pay premiums for the purchase or provision of any such benefit. Any Director shall be entitled to receive and retain for his own benefit any such pension, annuity, gratuity, allowance or other benefit, and may vote as a Director in respect of the exercise of any of the powers of this article conferred upon the Directors notwithstanding that he is or may be or become interested therein.( Clause 100).

17.2.11 The office of a Director shall be vacated if:-

(a) he becomes bankrupt or makes any arrangement or composition with his creditors generally;

(b) he becomes of unsound mind;

(c) he shall for more than six consecutive months have been absent without permission of the Directors from meeting of directors held during that period and the Directors resolve that his office be vacated;

(d) he resigns his office by not less than fourteen days notice in writing to the Company, but this paragraph shall not apply to a Managing Director holding office as such for a fixed term;

(e) he ceases to be a Director by virtue of any provision of the Act or becomes prohibited by law from being a Director;


but any act done in good faith by a Director whose office is vacated as aforesaid shall be valid unless, prior to the doing of such act, written notice shall have been served upon the Company or an entry shall have been made in the Directors' Minute Book stating that such Director has ceased to be a Director of the Company (Clause 106).


17.3 . The following are the names, descriptions and addresses of directors:

NAME OF DIRECTOR

Garfield Sinclair
Chairperson
16 Hope Road
Kingston 10, Jamaica


Nicole Foga
Director, Attorney at Law
7 Stanton Terrace
Kingston 6

Fayval Williams
Executive Director, Financial Consultant
7 Stanton Terrace, Kingston 6

Stuart White
Director & CEO, Carlton Savannah Limited
Eleven Albion Street · PO Box 478 in the City of Port of Spain in the Island of Trinidad

17.4. The Shares are being offered to the public by way of Subscription.
The table below shows the minimum amount which, in the opinion of the directors must be raised by the issue of those shares in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following matters—

Matter
Amount to be provided out of proceeds of issue
Amount to be provided otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided
(i) the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue;
US$17,426,100.00 is the optimum amount desired to purchase all 16 Apartments and the Health Club &d Spa, but if less is raised then less apartments will be purchased. The Directors consider US$2M to be the minimum amount to be raised to make the offer feasible and if less than this sum is raised then all funds raised will be returned to Applicants.
N/A
(ii) any preliminary expenses payable by the company, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares in the company;
N/A
All preliminary expenses payable by Balton Properties Limited are estimated at US$404,131 or 2.35% of the offer.
(iii) the repayment of any moneys borrowed by the company in respect of any of the foregoing matters;
N/A
N/A
(iv) working capital;
N/A
N/A









17.5. The application list will be open at 9:00 a.m. on May 19, 2008 and will close at 4:00 p.m. on May 30, 2008, subject to the Company’s right to close the application list at any time if applications have been received in excess of the Shares offered under the Offer or to extend the Closing Date beyond May 30, 2008.

17.6 An amount of J$5.91 per share is payable by Applicants on Application. In addition, a sum of J$86.25 plus GCT for JCSD fees will also be payable by Applicants on Application. No further sum will be payable on allocation. No shares have been offered for subscription within the two years preceding the date of this Prospectus.

17.7 No person has been given any option to subscribe for any shares or debentures in the Company.

17.8 The Company has no trade investments and no quoted or unquoted investments.

17.9 The directors have not ascertained the amount or value of the goodwill or of any patents and trade marks of the Company and have seen no documents from which such amount or value can be ascertained or estimated.

17.10The Company has no bank loans or overdrafts.

17.11The dividend policy of the Company is set out in clause 9.2.

17.12The Company intends to use the proceeds of the Offer to acquire property in the form of shares in CSRSL. The name and address of the vendor of this property is Balton Properties Limited of Eleven Albion Street. PO Box 478, Port of Spain Trinidad.

17.13The amount payable to the vendor mentioned in the preceding paragraph for the property to be acquired is US$17,426,100.00 .

17.14 Stuart White, CEO of Balton Properties, the company that has ownership of the land and is the developer of the Hotel, acquired the properties on which the Hotel is located in 2005 and has been developing the Hotel since that time.

17.15No other shares have been agreed to be issued as fully or partly paid up otherwise than for cash at the date of this statement. No debentures have been issued within the two years preceding the date of this Prospectus as fully or partly paid up otherwise than for cash, and no debentures have been agreed to be so issued at the date of this Prospectus.

17.16 No amount has been paid within the two years preceding the date of this Prospectus, or is payable, as commission for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the Company.

17.17 the amount or estimated amount of any preliminary expenses and the persons by whom any of those expenses have been paid or are payable, and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable are as follows:
Preliminary expenses of US$404,131 include marketing & advertising, production, printing & distribution of the prospectus, legal and associated costs, brokerage fees, financial, accounting and tax advisory, registrar and transfer fees, regulatory and listing fees and miscellaneous.

17.18No amount or benefit has been paid or given to any promoter within the two years preceding the date of this Prospectus, and no amount or benefit is intended to be paid or given to any promoter.

Stuart White, CEO of Carlton Savannah Limited, is the promoter of the REIT, a vehicle through which the Apartments and the Health Club & Spa are being offered. Beyond, the net proceeds of the offer, no compensation or commission is due to him.

17.19The dates of, parties to, and general nature of every material contract to which the Company is a party are as follows:

17.19.1 The Share Purchase Agreement is dated the 7th day of May 2008 and is made among: (1) the Developer, CSRSL and the Company for the purchase by the Company from the Developer of 100% of the issued share capital of CSRSL.

17.19.2 The Lead Broker Agreement is dated the 3rd day of April, 2008 and is made between the Company and NCB Capital Markets Limited. Under this agreement NCB Capital Markets Limited is engaged to carry out the lead brokerage services for the Offer.


17.20 The name and address of the auditor of the Company is:
KPMG
6 Duke Street
Kingston, Jamaica W.I

17.21 the nature and extent of the interest, if any, of every director in the promotion of, or in the property proposed to be acquired by, the company; or where the interest of such a director consists in being a partner in a firm, the nature and extent, of the interest of the firm. accompanied by a statement of all sums paid or agreed to be paid to the director or to the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company, are as follows:

(a) Stuart White, CEO of Balton Properties and the hotel operating company, was invited to be a Director of the Company to create a strong communication and accountability link between the hotel operating company, the REIT and investors. The tenure will coincide with the period of the guaranteed returns offered by the hotel operating company. There were no amounts paid to him to be a Director or for any service rendered to the REIT. Also, he will not be paid any Director’s fee for the tenure served.

(b) Fayval Williams, partner of Williams & Associates Investments Limited, is a Director of the Company and responsible for the start-up/formation of the Company. Her fees for services provided up to and including the close of the offer are estimated at US$61,700 inclusive of GCT.

(c) Nicole Foga was invited to be a Director of the Company and to serve in the position of secretary. Her fees are estimated at US$1,200.00 per year for services of secretary and US$300 per year for the use of the registered office address.


17.22The share capital of the Company consists of only one class of shares, namely ordinary shares. All shares rank pari passu in respect of the capital and dividends and voting rights in the Company.

17.23The Company has carried on business in Jamaica since its incorporation on April 21, 2008.

17.24The Accountant’s Report is to be found at Section 11 hereof.



17.25 Share Capital
The number of authorised shares is 500,000,000. The company expects to issue approximately 42.5% of this amount representing J$1.255 billion of share capital or 212,330,270 ordinary shares with no par value.