DEFINITIONS

In this Prospectus, the following words and phrases shall, unless the context otherwise requires, be read and construed as having the following meanings ascribed thereto:

“Act”
The Companies Act of Jamaica, 2004


“Additional Rent”
means, in respect of each Apartment, a sum equal to 1/55th of the Owners Share of Rent.


“Agreements for Sale (Apartments)”
the sixteen (16) Purchase and Sale Agreements to be entered into by the Developer and CSRSL whereby the Developer agrees to sell the sixteen (16) Apartments (and all the Fittings and Fixtures applicable thereto) to CSRSL by way of the Deeds Transferring Beneficial Interest (Apartments) and the Sub-Leases (Apartments).


“Agreement for Sale (Spa)”
the Purchase and Sale Agreement to be entered into by the Developer and CSRSL whereby the Developer agrees to sell the Health Club & Spa (and all the Fittings and Fixtures applicable thereto) to CSRSL by way of the Deeds Transferring Beneficial Interest (Spa) and the Sub-Lease (Spa).


“Allotment”
the allocation and issuance of Shares to Applicants


“Apartments”
all those three room luxury apartment units comprised in the Hotel


“Applicant”
the person or organization by whom an Application is made


“Application”
the application on the prescribed form for the subscription of Shares comprised in the Offer, duly completed and delivered to the Lead Broker together with payment in full of the subscription price for the amount subscribed


“Application Form”
the original application form provided at the end of this Prospectus or in the local newspapers when published therein


“Approved Payment Method”
manager’s cheque issued by any commercial bank operating in Jamaica made payable to “KPMG/Carlton Savannah REIT (Jamaica) Limited Share Offer”


“Broker to the Offer”
any of the brokers identified in Section 6 of this Prospectus, including the Lead Broker


“Carlton Savannah Hotel” or “Hotel”
the hotel which is under construction on the Lands (as defined in the Agreements for Sale (Apartments) ) and which is to be known as the “Carlton Savannah Hotel” comprising the Apartments, the Facilities including the Health Club & Spa and the Public Areas


“Carlton Savannah Hotel
Operating Agreement” or the “Hotel Operating Agreement”

“Carlton Savannah Limited”
the agreement to be entered into by each Owner , the Carlton Savannah Owners Association Limited and Carlton Savannah Limited


the Hotel Operating Company, being a company duly incorporated under the Companies Act Chap. 81:01 of the Laws of the Republic of Trinidad & Tobago having its registered office at Eleven Albion Street · PO Box 478 in the City of Port of Spain in the Island of Trinidad


“Carlton Savannah Owners’
Association Limited”
a company duly incorporated under the Companies Act Chap. 81:01 of the Laws of the Republic of Trinidad & Tobago having its registered office at Eleven Albion Street · P.O. Box 478 in the City of Port of Spain in the Island of Trinidad.


“Carlton Savannah REIT (Jamaica) Limited” or the “Company”
a company duly incorporated under the Companies Act of Jamaica, 2004 having its registered office at 7 Stanton Terrace, Kingston 6


“Closing Date”
the time of closing of the Offer, as set forth in Section 5 of this document (subject to such extension as the Directors may determine)


“Company”
Carlton Savannah REIT (Jamaica) Limited


“CSRSL”
Carlton Savannah REIT (St. Lucia) Limited, which is an international business company established under the laws of Saint Lucia and having its registered office situated at 1st Floor, Bourbon House, Bourbon Street, P.O. Box 1695, Castries, St. Lucia



“Deeds Transferring Beneficial Interest (Apartments)”
The sixteen (16) Deeds of Agreement to be entered into by the Developer and CSRSL pursuant to which (i) the beneficial interest in the Apartments are transferred to CSRSL and (ii) the Developer undertakes and agrees to grant the Sub-Leases (Apartments).


“Deed Transferring Beneficial Interest (Spa)”
The Deed of Agreement to be entered into by the Developer and CSRSL pursuant to which (i) the beneficial interest in the Health Club and Spa is transferred to CSRSL and (ii) the Developer undertakes and agrees to grant the Sub-Lease (Spa).


“Developer”
Balton Properties Limited, a company duly incorporated under the Companies Act Chap. 81:01 of the Laws of Trinidad & Tobago with its registered office at Eleven Albion, Corner Albion & Dere Streets, Port of Spain, in the Island of Trinidad.




“Development”
shall mean the Developer’s development known or to be known as Carlton Savannah situated at Cascade in the Ward of St. Anns in the Island of Trinidad comprising the Property and such other lands adjacent to or adjoining the Property as may be acquired by the Developer from time to time and all buildings and installations from time to time constructed or installed or to be constructed or installed thereon including but not limited to the Facilities.


“Directors”
the Directors of the Company






“Dividend Policy”
the policy outlined at Section 9

“Escrow Agent”
M. Hamel Smith & Company

“Facilities”
the restaurant, bar, banqueting, Health Club & Spa, swimming pool and other recreational facilities and driveways, walkways, parking areas, water, sewerage and drainage systems and other facilities and amenities to be used and enjoyed as part of the Carlton Savannah Hotel, inclusive of the furnishings, fittings, equipment and appliances from time to time installed therein by the Developer, at its cost and expense in connection with the operations of the Carlton Savannah Hotel



“Fittings and Fixtures”
the items specified in Part 2 of Schedule 4 of the Share Purchase Agreement which shall form part of and be located in the respective Apartments and Health Club & Spa






“Floor Plan”


the floor plans of the Hotel of which it forms part prepared by the Developer’s Supervising Architect
“FSC”
the Financial Services Commission of Jamaica


“Guest”


individual or group of individuals collectively occupying a Room for which a hotel Rate is paid


“Health Club & Spa”
shall mean the gym and spa constructed or to be constructed on the Development intended to be used and enjoyed with the Apartments for the benefit of the Guests and other visitors to or patrons of the Hotel and shall include the space in the Hotel more particularly described in Schedule 3 of the Sub-Lease (Spa).


“Health Club & Spa Underlease”
means the lease agreement to be entered into between CSRSL, Carlton Savannah Limited and the Developer whereby CSRSL leases the Health Club & Spa to the Developer


“Hotel”
the hotel building or buildings containing the Apartments and Health Club & Spa constructed or to be constructed on the Development

“Hotel Completion Target Date”
June 30, 2008, being the date by which the Developer proposes to complete construction of the Hotel




“Hotel Opening Date ”
the date on which the Hotel, or part thereof, is opened for business




“Hotel Operating Company”
Carlton Savannah Limited

“Hotel Operations”

the rental operation of the Rooms and Suites conducted at the Hotel in accordance with the terms of the Carlton Savannah Hotel Operating Agreement






“Interim Monthly Rent”
means a sum, in respect of the two year period commencing with the Opening, which is equal to 8.5% of the Purchase Price Apartment.
[Note: Inclusive of the Health Club & Spa, after 15% Trinidad & Tobago tax and the expenses of the REIT, the dividend yieldis forecasted to be 6.3% per annum in the first two years.]

“Investment Property Income”

means the combined total of the Rent and the Spa Lease Payments

“J$”

dollars in the currency of Jamaica


“JSE”
The Jamaica Stock Exchange






“Lead Broker”
NCB Capital Markets Limited
The Atrium: 32 Trafalgar Road
Kingston 10, Jamaica
Tel: 876-960-7108: Toll free 1-888-4WEALTH (1-888-493-2584)


“Net Operating Profit”
shall be the aggregate Rates (as that terms is defined in the Hotel Operating Agreement) (including interest income on cash balances), less On Site Expenses and other expenses incurred in the upkeep and maintenance of the Hotel, after a deduction for repair and/or replacement of furnishings and Public Areas, save and except income and costs related to the spa, gym, shop(s), tour desk, and the food & beverage operation in the Hotel, all such Onsite and other expense being at the sole discretion of the Hotel Operating Company but in accordance with the Uniform System of Accounts for the Lodging Industry


“Offer”
the offer of the Shares for subscription


“Offer Price”
J$5.91 per Share


“On Site Expenses”
the direct and indirect expenses paid or incurred by the Hotel Operating Company and attributable to the Hotel Operating Company's performance of its duties hereunder, (including general and administrative, marketing, property operations payroll and payroll expenses, energy costs, property insurance, security, reserve for replacement, finance charges on overdrafts and working capital, depreciation) and in accordance with the Uniform System of Accounts for the Lodging Industry

“Opening Date”

the time of opening of the Offer, as set forth in Section 5 of this Prospectus

“Operating Year”
Shall initially refer to the twelve (12) month period commencing on the Hotel Opening and thereafter to subsequent twelve month periods










“Owners”
the holders of the terms of years created by the sub- leases of the Apartments and Health Club & Spa granted by the Developer and shall be extended as necessary to include any mortgagees or charges of the Owners


“Owner’s Rent
Account”
the account within the internal ledgers of the Hotel Operating Company into which the Owners’ Share of Rent including CSRSL’s share (along with other Owners) of Rent shall be placed


“Owners’ Share of Rent”

65% of Net Operating Profits PROVIDED HOWEVER that should the Owners’ Share of Rent be a negative sum (a loss) in any one or more years Owners shall not be required to make or pay any contribution to such loss, but such loss shall be carried forward and be deducted from any future profits prior to any future distribution of the Owners’ Share of Rent





“Pre-Practical Completion Date”
65% of Net Operating Profits PROVIDED HOWEVER that should the Owners’ Share of Rent be a negative sum (a loss) in any one or more years Owners shall not be required to make or pay any contribution to such loss, but such loss shall be carried forward and be deducted from any future profits prior to any future distribution of the Owners’ Share of Rent

means the date which the Vendor’s architect certifies is the date ten days before practical completion of each Apartment will be achieved



“Property”
the lands, forming part of the Development, more particularly described in Part 1 of Schedule 3 of the Share Purchase Agreement


“Public Areas”
all the public and operation areas of the Hotel (being any area which is not deemed to be an Apartment and excluding any area which is deemed to be or to be appurtenant to the restaurant, Health Club & Spa and shop(s) (if any) inclusive of the furnishings, fittings, equipment and appliances for the Hotel Operations from time to time installed therein by the Developer, at its cost and expense, such areas to be outfitted and finished in keeping with the standard set by similar high quality international properties in the hotel industry




“Purchase Price Apartments”
the Jamaican dollar equivalent of US$12,837,227.00 (which is the price of 16 Apartments) using the forward rate as agreed with the lead broker; or such lesser sum as determined in accordance with this Prospectus and includes fixtures, fittings and furniture for the Apartments in respect of which the amounts will be apportioned at a later date



“Purchase Price Spa”

the Jamaican dollar equivalent of US$4,588,873.00 (which is the price of the Health Club & Spa) using the forward rate as agreed with the lead broker; or such lesser sum as determined in accordance with this Prospectus and includes fixtures, fittings and furniture for the Health Club & Spa in respect of which the amounts will be apportioned at a later date


“Rates”

the monies paid by Guests for occupation of a Room or a Suite




“Registrar”
the Registrar whose name is set out in Section 6 or such other persons as may be appointed by the Company from time to time to provide the services of registrar for the Company


“REIT”
means Carlton Savannah REIT (Jamaica) Limited


“Rent”
means the Interim Monthly Rent and the Additional Rent, or either of them as the context requires

“Room”
a single allocated bedroom space within an Apartment

“Sale Completion Date”


“Share Purchase Agreement”


has the meaning ascribed to it in Clause 4.6.7


the agreement 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

“Shares”

all or any of the 212,330,270 common shares with no par value in the capital of the Company the subject of this Offer

“Spa Lease Payments”

mean the rental payments derived from the Health Club & Spa Underlease



“Sub-Leases (Apartments)”

the sixteen (16) Deeds of sub-lease to be made between the Developer and CSRSL pursuant to which the Developer will grant sub-leases of the Apartments to CSRSL for a term of 98 years from the 1st day of January 2005

“Sub-Lease (Spa)”

the Deed of sub-lease to be made between the Developer and CSRSL pursuant to which the Developer will grant a sub-lease of the Health Club & Spa to CSRSL for a term of 98 years from the 1st day of January 2005




“Suites”
single allocated bedroom space within an Apartment plus a sitting room














“TT$”
dollars in the currency of Trinidad & Tobago


“Uniform System of
Accounts for The
Lodging Industry”
the standard system of accounting rules, as published by the New York Hotel Association






“USD$”
dollars in the currency of the United States of America