Prospectus IPO

FIRST CAPITAL HOLDINGS PLC
DEBENTURE ISSUE- 2014
PROSPECTUS
MANAGERS TO THE ISSUE: FIRST CAPITAL LIMITED

PROSPECTUS
AN INITIAL ISSUE OF FIVE MILLION (5,000,000) RATED, SENIOR, UNSECURED,

REDEEMABLE DEBENTURES AT A FACE VALUE OF LKR 100/- EACH TO RAISE
SRI LANKAN RUPEES FIVE HUNDRED MILLION (LKR 500,000,000/-)
TO BE LISTED ON THE MAIN BOARD OF THE

COLOMBO STOCK EXCHANGE
Rated BBB+ by RAM Ratings Lanka Limited
ISSUE OPENS ON 04 MARCH 2014
MANAGERS TO THE ISSUE:
FIRST CAPITAL LIMITED

PROSPECTUS
This Prospectus is dated 13 February 2014
This Prospectus has been prepared by First Capital Limited from the information provided by First Capital
Holdings PLC (hereinafter sometimes referred to as ‘FCH’ or ‘the Company’). The Directors of the Company,
collectively and individually, having made all reasonable enquiries, confirm that to the best of their knowledge
and belief, the information contained herein is true and correct in all material respect and that there are no other
material facts, the omission of which, would make any statement herein misleading.
While FCH has taken reasonable care to ensure full and fair disclosure, it does not assume any responsibility for
any investment decisions made by the investors based on information contained herein. In making an investment
decision, prospective investors must rely on their own examination and assessments of the Company including the
risks involved.
No person is authorised to give any information or make any representation in connection with the Debentures
other than the information and representations contained in this Prospectus and if given or made, any such
information or representation must not be relied upon as having been authorised by the Company.
The reporting Accountants and Auditors of FCH, the Managers to the Issue, Registrars to the Issue, Trustees,
Lawyers to the Issue and the Rating Agency have given their written consent for the inclusion of their names and
their reports/statements in the Prospectus.
Registration of the Prospectus
A copy of this Prospectus has been registered with the Registrar General of Companies in Sri Lanka in accordance
with the Companies Act No. 07 of 2007 (The “Companies Act”).
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 FCH since the date of Prospectus.
If you are in any doubt regarding the contents of this document or if you require any clarification or advice you
may consult your Stockbroker, Bank Manager, Lawyer or any other Professional Advisor in this regard.
The Colombo Stock Exchange (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. The interest rate, Redemption and other terms and conditions
of the Debentures issued herein have been decided by the Company.
FIRST CAPITAL HOLDINGS PLC – DEBENTURE ISSUE - 2014 2

All Applicants should indicate in the application for Debentures, their CDS Account Number.
As per Rule 3.3.13 of the CSE Listing Rules, all Debentures allotted shall be directly uploaded to the CDS.
Applicants who do not have a CDS Account are advised to open a CDS account prior to making the
application, in order to facilitate the uploading of allotted Debentures to the CDS.
PLEASE NOTE THAT UPON THE ALLOTMENT OF DEBENTURES UNDER THIS ISSUE THE ALLOTTED
DEBENTURES WOULD BE CREDITED TO THE APPLICANT’S CDS ACCOUNT SO INDICATED.
PLEASE NOTE THAT DEBENTURE CERTIFICATES SHALL NOT BE ISSUED.
APPLICATIONS WHICH DO NOT CARRY THE CDS ACCOUNT NUMBER, WHICH IS NOT OPENED AT
THE TIME OF THE CLOSURE OF THE SUBSCRIPTION LIST OR WHICH INDICATE AN INCORRECT/
INACCURATE CDS ACCOUNT NUMBER SHALL BE REJECTED, AND NO ALLOTMENT WILL BE MADE.
You can open a CDS Account through any Member/Trading Member of the CSE as set out in Annexure II or
any Custodian Banks set out in Annexure III of this Prospectus.

CORPORATE INFORMATION
Issuer First Capital Holdings PLC
Place of Incorporation Colombo, Sri Lanka
Legal Form First Capital Holdings PLC was incorporated in 1992 under the
provisions of the Companies Act No. 17 of 1982 and re-
registered under the Companies Act No. 7 of 2007.
Company Registration Number PQ 44
Credit Rating BBB+ (lka) from RAM Ratings Lanka Limited.
Head Office and Registered Office First Capital Holdings PLC

No. 02, Deal Place
Colombo 03
Tel: 0112639898
Fax: 0112639819
Email: info@firstcapital.lk
Web: www.firstcapital.lk
Secretary to the Company KHL Corporate Services Limited

No. 02, Deal Place
Colombo 03
Tel: 0112639807/08
Fax: 0112639868
Auditors/Reporting Accountants to the Company M/s. KPMG

Chartered Accountants
No. 32, Sir Mohamed Macan Markar Mawatha
Colombo 03
Tel: 0115426426
Fax: 0112445872
Rating Agency RAM Ratings Lanka Limited

No 11, Melbourne Avenue
Colombo 04
Tel: 0112553089
Fax: 0112553090
Principal Banker to the Company Seylan Bank PLC

No. 90, Galle Road
Colombo 03
Tel : 0112 456135
Fax: 0112 452506

RELEVANT PARTIES TO THE OFFERING
Managers to the Issue First Capital Limited

No. 02, Deal Place
Colombo 03
Tel: 0112639898
Fax: 0112639819
Lawyers to the Issue M/s. Nithya Partners

Attorneys –at-Law
No. 97A, Galle Road
Colombo 03
Tel: : 0114712625
Fax: : 0112328817
Registrars to the Issue Business Intelligence Limited

No. 8, Tickell Road
Colombo 08
Tel: : 0115579936
Fax: : 0115579950
Trustees to the Issue Bank of Ceylon

Investment Banking Division
23rd Floor, Head Office
No. 4, Bank of Ceylon Mawatha
Colombo 01
Tel: : 0112448348
: 0112542167
Fax : 0112346842
Bankers to the Issue Seylan Bank PLC

Millenium Branch
No. 90, Galle Road
Colombo 03
Tel : 0112 456135
Fax: 0112 452506

SALIENT FEATURES AT A GLANCE
Issuer First Capital Holdings PLC
Instrument Rated, Senior, Unsecured, Redeemable Debentures
Instrument Type Rated, Senior, Unsecured, Redeemable three (2014/2017), four

(2014/2018) and five year (2014/2019) Debentures carrying fixed
interest payable annually, until the expiry from the date of allotment.
These Debentures will be listed on the Main Board of the Colombo
Stock Exchange by way of a Public Offering.
Number of Debentures to be Issued 5,000,000 (Five Million) Debentures
Face Value LKR 100/- per each Debenture
Issue Price LKR 100/- per each Debenture
Total Value of The Issue LKR 500,000,000/- (Rupees Five Hundred Million)
Tenure of Debentures Type Tenure (Years)

Type A 03 Years (2014/2017)
Type B 04 Years (2014/2018)
Type C 05 Years (2014/2019)
Issuer Rating BBB+ (lka) from RAM Ratings Lanka Limited
Instrument Rating BBB+ (lka) from RAM Ratings Lanka Limited
Listing The Debentures will be listed on the Main Board of the Colombo
Stock Exchange
Opening Date 04 March 2014
Closing Date 21 March 2014
Interest Rate Options Type Tenure Interest Rate Frequency

Type A 03 Years 13.50% (AER 13.50%) Annually
Type B 04 Years 13.75% (AER 13.75%) Annually
Type C 05Years 14.00% (AER 14.00%) Annually

Minimum Subscription The minimum subscription per application is LKR. 10,000/- (i.e. 100
Debentures). Applications exceeding the minimum subscription
should be in multiples of LKR. 10,000/- (i .e. in multiples of 100
Debentures).
Redemption/Maturity Date On completion of 3 years, 4 years and 5 years respectively from

allotment date or on such earlier date on which the Debentures are
redeemed or become payable in terms of the Trust Deed.
Interest Payment Dates The annual interest payments shall be made on 31 December each
year from the date of allotment until redemption / maturity. Interest
payments will be made within three (3) market days from the due
date of interest.
In the event of the Final Interest, the Final Interest payment will be
paid together with the Principal Sum within three (03) Market Days
from the date of redemption/maturity.
Final Interest payment Date The Final Interest payment will be paid together with the Principal
Sum within three (03) Market Days from the date of redemption/
maturity.
Mode of Payment Interest and Capital sum will be paid to Debenture holders by
crossed cheques Marked “Account Payee Only” or through an
electronic fund transfer mechanism recognised by the banking
system of Sri Lanka such as SLIPS and RTGS.
Basis of Allotment In the event of over subscription, the basis of allotment will be
decided by the Board of Directors of the Company within 7 market
days from the Closing date.

ABBREVIATIONS USED IN THE PROSPECTUS
AER - Annual Effective Rate
ATS - Automated Trading System of the Colombo Stock Exchange
AWPLR - Average Weighted Prime Lending Rate
CDS - Central Depository Systems (Private) Limited
CSE - Colombo Stock Exchange
EPS - Earnings Per Share
EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortisation.
FYE - Financial Year Ended
ICT - Information and Communication Technology
Issuer - Issuer of Debentures
LKR, SLR, or Rs. - Sri Lankan Rupees
MN or Mn - Million
POA - Power of Attorney
QE - Quarter Ended
RTGS - Real Time Gross Settlement
SEC - Securities & Exchange Commission of Sri Lanka
SIA - Securities Investment Account
SLIPS - Sri Lanka Inter Bank Payment System

DEFINITIONS FOR THE TERMS USED IN THE PROSPECTUS
Articles of Association Articles of Association of First Capital Holdings PLC
AWPLR Average Weighted Prime Lending Rate. A rate which is

calculated weekly by CBSL, based on Lending Rates offered by
Commercial Banks to their prime customers during the week.
Date of Allotment The date on which all the Debentures will be allotted by the
Company to Applicants subscribing thereto.
Closing Date The date on which the issue will be closed which shall be
either 21 March 2014 or such earlier date on which the
5,000,000 Debentures are fully subscribed in terms of this
Prospectus.
Date of Redemption/ Maturity The date on which the principal monies are repayable on
Debentures referred to in this Prospectus.
Debentures All of the Rated, Senior, Unsecured, and Redeemable

Debentures issued pursuant to this Prospectus.
Directors or Board Directors of First Capital Holdings PLC from time to time
constituted.
Entitlement Date The Market day immediately preceding the Interest Payment
Date
First Interest Payment Period The period commencing from the date of Allotment and
ending on 31 December 2014 (inclusive of the aforementioned
commencement date and end date).
In respect of all three Debenture categories, Interest period

means the Twelve (12) month period from the date
Interest Period immediately succeeding a particular Interest Payment Date
and ending on the next Interest Payment Date (inclusive of the
aforementioned commencement date and end date).
Interest Payment Dates For all three Debenture categories interest payment dates will
be 31st December of each year from the date of allotment up to
the date of redemption/maturity.
In the event of the Final Interest, the Final Interest payment

will be paid together with the Principal Sum within three (03)
Market Days from the date of redemption/maturity.

Final Interest Payment Period The period commencing from the date immediately
succeeding the last Interest Payment Date before the date of
Redemption/maturity and ending on the date immediately
preceding the date of redemption/maturity (inclusive of the
Market Day A day on which trading takes place on the Colombo Stock
Exchange.
Senior Debt In relation to the Debentures means that the claims of the
Debenture holders shall in the event of winding up of the
Company rank in priority to the subordinated creditors of the
Company but after the secured creditors of the Company and
the preferential claims under Section 365 of the Companies Act
No. 07 of 2007 and also in priority to and over the claims and
rights of the shareholders of the Company.
Annual A period of Twelve (12) months.
Trustee Bank of Ceylon
Trust Deed Trust Deed between First Capital Holdings PLC and Bank of
Ceylon.
Unsecured Repayment of the Principal Sum and payment of interest on

the Debentures are not secured by a charge on any assets of
FCH.

TABLE OF CONTENTS
1.0 PRINCIPAL FEATURES OF THE ISSUE
1.1 INVITATION TO SUBSCRIBE……………………………………………………………… 14
1.2 SUBSCRIPTION LIST………………………………………………………………………... 15
1.3 OBJECTIVES OF THE ISSUE………………………………………………………………... 15
1.4 CATEGORIES OF DEBENTURE……………………………………………………………. 15
1.5 INTEREST …………………………………………………………………………………….. 16
1.6 REDEMPTION …………………………………………..…………………………………… 17
1.7 PAYMENT OF PRINCIPAL AND INTEREST ……………………………………………. 17
1.8 TRUSTEE TO THE ISSUE……………………………………………………………………. 18
1.9 BENEFITS OF INVESTING IN DEBENTURES…………………………………………… 18
1.10 RIGHTS AND OBLIGATIONS OF DEBENTURE HOLDERS…………………………... 18
1.11 RISK FACTORS ASSOCIATED WITH DEBENTURES…………………………………... 19
1.12 CREDIT RATING…………………………………………………………………………….. 20
1.13 PROSPECTUS ………………………………………………………………………………... 20
1.14 TRANSFER OF DEBENTURES……………………………………………………………... 21
1.15 LISTING………………………………………………………………………………………. 21
1.16 REGISTRATION……………………………………………………………………………… 21
1.17 BROKERAGE………………………………………………………………………………… 22
1.18 INSPECTION OF DOCUMENTS …………………………………………………………. 22
1.19 OTHER COSTS OF THE ISSUE……………………………………………………………… 23
1.20 UNDERWRITING…………………………………………………………………………… 23

2.0 PROCEDURE FOR APPLICATION
2.1 PROSPECTUS AND APPLICATION FORMS …………………………………………. 24
2.2 ELIGIBLE APPLICANTS……………………………………………………………….…… 24
2.3 HOW TO APPLY…………………………………………...………………………………… 25
2.4 MODE OF PAYMENT………………………………………………………….……………. 27
2.5 REJECTION OF APPLICATIONS…………………………………………….……………. 28
2.6 BANKING OF PAYENTS…………………………………………………………..………. 29
2.7 BASIS OF ALLOTMENT OF DEBENTURES…………………………………………….. 29
2.8 ACCEPTANCE AND REFUNDS…………………………………………………………… 29
2.9 DIRECT LODGEMENT WITH THE CDS AND TRADING OF DEBENTURES………. 30
3.0 PROFILE OF THE COMPANY
3.1 INCORPORATION……………………………………………………………………………. 31
3.2 OVERVIEW…………………………………………………………………………………….. 31
3.3 MILE STONES OF THE COMPANY…………………………………………………………. 33
3.4 KEY SUBSIDIARY COMPANIES, THEIR PRODUCTS AND SERVICES……..………….. 34
3.5 SHAREHOLDING AND GROUP STRUCTURE…………………………………………….. 36
4.0 STATUTORY AND GENERAL INFORMATION
4.1 FINANCIAL YEAR …………………………………………………………………………… 37
4.2 DETAILS OF MANAGEMENT AGREEMENTS …………………………………………. 37
4.3 LITIGATION, DISPUTES AND CONTINGENT LIABILITIES ….……………………… 37
4.4 LITIGATIONS AGAINST THE COMPANY………………………………………………. 38
4.5 DETAILS OF MATERIAL CONTRACTS OF THE COMPANY………………….…….. 39
4.6 PARTICULARS OF DEBT AND LOAN CAPITAL ………………………………….…….. 39

5.0 STATUTORY DECLARATIONS
5.1 STATUTORY DECLARATION BY THE DIRECTORS………………………………….. 40
5.2 STATUTORY DECLARATION BY THE MANAGERS TO THE ISSUE……………….. 41
6.0 FINANCIAL INFORMATION
6.1 ACCOUNTANTS REPORT……………….………………………….……….…….……….. 42
6.2 FIVE YEAR FINANCIAL SUMMARY – GROUP RESULTS…….……….…….………… 45
6.3 FIVE YEAR FINANCIAL SUMMARY – COMPANY RESULTS…….……….…….……. 46
6.4 OTHER DISCLOSURES…………….………………………….……….…….………...…… 47
6.5 FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2013…………… 48
6.6 INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2013 96
ANNEXURES
ANNEXURE I RATING REPORT 104
ANNEXURE II COLLECTION POINTS 115
ANNEXURE III CUSTODIAN BANKS 119

1.0 PRINCIPAL FEATURES OF THE ISSUE
1.1 INVITATION TO SUBSCRIBE
Pursuant to the Resolutions passed by the Board of Directors of First Capital Holdings PLC (hereinafter
called The Company or FCH) on 4 December 2013 and 8 January 2014, it was resolved to borrow from the
public up to a maximum of Rupees Five Hundred Million (LKR 500,000,000/-) by the issue of Rated,
Senior, Unsecured, Redeemable, 3 year (2014/2017), 4 year (2014/2018) and 5 year (2014/2019) Debentures
at a par value of LKR 100/- each payable in full as outlined in this Prospectus. These Debentures will be
listed on the Main Board of the Colombo Stock Exchange by way of a public offering.
This Prospectus invites the public to make applications for the purchase of any or all of the Debentures,
which have the following interest rate options; and which shall rank equal and pari passu to each other
and differ only with respect to the interest coupon offered and the period of maturity.
Debenture Options
Options Description
Type A Fixed interest rate of 13.50% p.a. payable annually from the date of allotment until the
expiry of three years from the date of allotment on the principal sum of the Debentures.
(AER - 13.50%)
Type B Fixed interest rate of 13.75% p.a. payable annually from the date of allotment until the
expiry of four years from the date of allotment on the principal sum of the Debentures.
(AER - 13.75%)
Type C Fixed interest rate of 14.00% p.a. payable annually from the date of allotment until the
expiry of five years from the date of allotment on the principal sum of the Debentures.
(AER - 14.00%)
The value of each Debenture in this issue shall be Rupees One Hundred (Rs.100/-), which shall be payable
in full on application. The investors may subscribe for any number (subject to the minimum subscription)
of Debentures mentioned above.
The minimum subscription would be Sri Lankan Rupees Ten Thousand (Rs. 10,000/-). Applications
exceeding the minimum subscription should be in multiples of Rs. 10,000/- (i .e. in multiples of 100
Debentures). Once the application has been submitted for a particular Debenture with a particular
interest rate option, it is not possible for Investors to switch to Debentures with other interest rate
options.
This issue of 5,000,000 Rated, Senior, Unsecured, Redeemable Three year (2014/2017), Four year
(2014/2018) and Five year (2014/2019) Debentures 5,000,000 shall rank pari passu to each other without
any preference or priority over the other and differ only with respect to the interest coupon offered and the
period of maturity.

1.2 SUBSCRIPTION LIST
The subscription list for the Rated, Senior, Unsecured, Redeemable Three year (2014/2017) Four year
(2014/2018) and Five year (2014 /2019) Debentures pursuant to this Prospectus will open at 9.00 a.m. on
04 March 2014 and shall remain open for fourteen (14) market days until closure at 4.30 p.m. on 21 March
2014.
However, in the event of an over subscription of the 5,000,000 Debentures, the subscription list will close
at 4.30 p.m. on the same day on which it is fully subscribed for, with the notification of CSE.
Applications can be made forthwith in the manner set out in Section 2.0 and duly completed Application
Forms will be accepted at any one of the collection points set out in Annexure II of this Prospectus.
1.3 OBJECTIVES OF THE ISSUE
First Capital Holdings PLC proposes to utilise the funds raised through the Debenture Issue to achieve the
objectives listed below:
- To minimise asset/liability mismatch in the balance sheet.
We wish to utilise the proceeds from the Debenture issue to retire existing short term borrowings on
Commercial Papers and thereby strengthen the Balance Sheet. The Company had borrowed on
Commercial Papers amounting to LKR.956 million as at 31 December 2013, at interest rates between
13%p.a - 16%p. a. The borrowing tenure of the said Commercial Papers is for a maximum of six months.
Hereby, we expect to retire LKR.500 Million worth of Commercial Papers (Short Term Borrowings) from
the funds raised through the said Debenture issue. The Balance LKR.456 Million will be reissued on
Commercial Paper.
- To minimise the interest rate risk by issuing Debentures with a fixed interest rate.
The Company wishes to lock in a lower borrowing cost over the tenure of the said Debentures i.e. for a
period of 3 years, 4 years and 5 years by issuing Debentures at interest rates of 13.50% p.a., 13.75% p.a. and
14.00% p.a.
1.4 CATEGORIES OF DEBENTURE
The Issue consists of three categories of Debentures, namely Type- A Three years (2014/2017), Type-B
Four years (2014/2018) and Type-C Five years (2014/2019) each with a Face Value of Sri Lanka Rupees
Hundred (LKR 100/-).

1.5 INTEREST
The Debentures consist of three investment options for the investors to choose from and they rank equal
and pari passu to each other, except the interest coupon offered and the tenure.
Options Description
Type A Fixed interest rate of 13.50% p.a. payable annually from the date of allotment until the
expiry of three years from the date of allotment on the principal sum of the Debentures.
(AER - 13.50%)
Type B Fixed interest rate of 13.75% p.a. payable annually from the date of allotment until the
expiry of four years from the date of allotment on the principal sum of the Debentures.
(AER - 13.75%)
Type C Fixed interest rate of 14.00% p.a. payable annually from the date of allotment until the
expiry of five years from the date of allotment on the principal sum of the Debentures.
(AER - 14.00%)
Interest on the Debentures accruing on a daily basis will be paid annually in each year on 31 December
from the Date of Allotment until the date of redemption/maturity on the outstanding Principal Sum.
For all three Debenture options, the interest will be payable annually within three (3) market days from the
end of every Twelve (12) months. In the event of the Final Interest, the Final Interest payment will be paid
together with the Principal Sum within three (03) Market Days from the date of redemption/maturity.
The first interest payment will be made on 31 December 2014, being the interest due on account for the
period commencing from the date of allotment until the 31December 2014 (Inclusive of the
The interest due on the Debentures for a particular Interest Period will be calculated based on the actual
number of days in such Interest Period and will be paid not later than Three (03) Market Days from each
Interest Payment Date.
The interest for the Final Interest Period will be calculated based on the actual number of days in the Final
Interest Period. The Final Interest payment will be paid together with the Principal Sum within three (03)
Market Days from the date of redemption/maturity.
For avoidance of doubt, the date of redemption/maturity will not be included or taken into account for
purposes of calculating the interest due on the Debentures for the Final Interest Period.
In order to accommodate the debenture interest cycles in the Automated Trading System of the CSE, the
payment of interest for a particular Interest Payment Date will not include Debenture Holders holding
Debentures in the CDS as at the last day of the payment cycle but one day prior to the Interest Payment
Date (Interest Entitlement Date). If the entitlement date is a holiday, interest shall be calculated including
the entitlement date. Payment of the interest on the Debentures will be made after deducting any taxes
and charges thereon (if any) in Sri Lanka Rupees as per the applicable law prevailing at the time of interest
payment to the Debenture Holders.
As per Section 9 (o) of the Inland Revenue (Amendment) Act No. 18 of 2013, the interest income from any
investment made on or after the January 1, 2013 in corporate debt securities (i.e. Debentures), quoted in
any stock exchange licensed by the SEC is exempt from income tax. Furthermore, in terms of Section 13 of
the same Act, the profits and income earned from any such investment have also been exempted from
income tax.

1.6 REDEMPTION
The Company shall redeem the said Rated, Senior, Unsecured, Redeemable Debentures on the expiry of
three (3) years, four (4) years, five (5) years respectively from the dates of allotment in accordance with the
provisions contained in the Trust Deed.
Notwithstanding the foregoing, these Debentures may be redeemed by the Company prior to maturity in
accordance with the Trust Deed, Clause 13.2 which provides for the Company prepay the
Debentures before the date of redemption/maturity of the Principal sum subject to the prior written
approval from the CBSL and the approval of 3/4 of the face value of the Debentures outstanding.
The Debenture holders shall not have any right or option to call for redemption of the Debentures before
the date of redemption/maturity of such Debentures, except in the circumstances where the Debentures
have become immediately payable on the dates mentioned in the Trust Deed, Clause 1.(a).5.
On the date of redemption/maturity of the Debentures, the Company shall in accordance with the
provisions contained in the Trust Deed pay to the Debenture holders the principal sum of the Debentures
which ought to be redeemed and interest (if any) remaining unpaid up to the date immediately
preceding the date of redemption/maturity of the Debentures.
If the date of redemption/maturity falls on a non-working day on which the Banks are closed for business
in Sri Lanka, then the Debentures shall be redeemed on the immediately preceding day of the date of
redemption/maturity.
1.7 PAYMENT OF PRINCIPAL AND INTEREST
The Company will redeem the Debentures on the respective date of redemption/maturity as specified in
Section 1.6 and the interest payments will be made as specified in Section 1.5.
The payment of Principal Sum and interest will be made either by crossed cheque marked "Account Payee
Only" dispatched by registered post to the addresses provided by the Debenture Holders to the CDS at the
risk of the Debenture Holders or through electronic fund transfer mechanism recognised by the banking
system of Sri Lanka to a bank account provided to the CDS by the Applicant, such as SLIPS and RTGS.
However, in the event the payment is over the maximum amount accommodated through an electronic
fund transfer mechanism recognised by the banking system of Sri Lanka or if the Debenture Holder has
not provided to the CDS accurate and correct details of his/her bank account for the payment of Principal
Sum and interest, such payment to the Debenture Holder will be made by way of a cheque and sent by
post at the risk of the Debenture Holder.
The payment of interest will be made in Sri Lanka Rupees in favour of the Debenture Holders as at the
Interest Entitlement Date (in the case of joint Debenture Holders to the one whose name stands first in the
register of Debenture Holders).
The payment of Principal Sum and unpaid and accrued interest payable on the Redemption of Debentures
will be made in Sri Lanka Rupees in favour of the Debenture Holders as at end of trading on the Market
Day immediately preceding the date of redemption/maturity (in the case of joint Debenture Holders to
the one whose name stands first in the register of Debenture Holders).

1.8 TRUSTEES TO THE ISSUE
Bank of Ceylon has agreed to act as the trustee to the Debenture Holders. The Company has entered
into an agreement with the trustee (hereinafter called the "Trust Deed"). Debenture Holders in their
Application Forms for subscription will be required to authorise the trustee to act as their agent in
entering into such deeds, writings, and instruments with the Company and to act as the agent and
trustee for the Debenture Holders.
The rights and obligations of the trustee are set out in the Trust Deed and the Debentures will be subject
to the terms and conditions incorporated in the said Trust Deed. The fee payable to the trustee will be
LKR. 260,000.00 per annum payable in semi- annual installments of LKR. 130,000.
There is no conflict of interest arising between the Trustee or its Directors and the Entity.
1.9 BENEFITS OF INVESTING IN DEBENTURES
· Provides an opportunity to earn a regular cash flow of interest payments on a periodic basis, up to
a fixed period of three, four and five years at the discretion of the investor.
· As per the Government Budget proposals 2013, it is proposed that interest income from
investment made on or after the 1 January 2013 in corporate debt securities (i.e. Debentures),
quoted in any stock exchange licensed by the SEC are not subject to imposition of income tax.
· Opportunity to realize capital gains according to interest rate fluctuations in the financial market.
Also if held to maturity, there will be no capital loss incurred.
· Listed Debentures provide the investor with an exit option through the CSE thereby bringing
liquidity to these Debentures.
· These Debentures could be used as collateral to obtain both corporate and personal facilities from
financial institutions, subject to the policies of those institutions.
· Opportunity to realise capital gain arising from interest rate fluctuations in the domestic financial
market.
1.10 RIGHTS AND OBLIGATIONS OF DEBENTURE HOLDERS
a) Debenture holders are entitled to the following rights:
§ Receiving principal money at maturity and interest at the rate specified in Section 1.5 of
this Prospectus.
§ In accordance with the Listing Rules of the CSE, receiving audited financial statements of
the company within a period not exceeding five months from the close of each financial
year.
§ Ranking equal and pari passu with unsecured creditors in the event of liquidation and
above the preference shareholders and ordinary shareholders.
§ Call, receive notice and attend and vote at meetings of Debenture holders as stated in the
Trust Deed.

b) Debenture holders are not entitled to the following:
§ Attending and voting at meetings of holders of shares and other debentures.

§ Sharing in the profits of the company.
§ Participating in any surplus in the event of liquidation.
c) Each Debenture Holder must ensure that the information in respect of the securities account
maintained with the CDS is up to date and accurate. Each Debenture Holder shall absolve the
Company form any responsibility or liability in respect of any error or inaccuracy or absence of
necessary changes in the information recorded with the CDS. Provided further that the Debenture
Holder(s) shall absolve the CSE and the CDS from any responsibility or liability in respect of any
error or inaccuracy or absence of necessary changes in the information recorded with the CDS
where such errors or inaccuracies or absence of changes are attributable to any act or omission of
the Debenture Holder(s).
1.11 RISK FACTORS ASSOCIATED WITH DEBENTURES
Subscribers to Debentures will be exposed to the following risks. However, it should be noted that these
risks are not unique to FCH Debentures, but are common to any unsecured fixed income security, fixed
deposit or any other term, savings or call money deposit.
a) Interest Rate Risk
The price of a typical Debenture will change in the opposite direction to a change in the market
interest rate (Ceteris Paribas - all other factors being equal) “Market interest rate” means the
interest rate expected by the investor for a similar maturity and risk profile investment. As market
interest rates rise, the price of the Debentures may fall: as market interest rates fall the price of
Debentures may rise.
If an investor sells a Debenture prior to maturity when the market interest rate is higher than the
FCH Debenture interest rate, then the investor may incur a capital loss.
Similarly if an investor sells a Debenture prior to maturity when market interest rate is lower than
the FCH Debenture interest rate then the investor may obtain a capital gain. This uncertainty is
known as Interest Rate Risk.
b) Re-investment Risk
Interest on the Debentures are payable annually. An investor may decide to reinvest this interest
payment and earn interest from that point onwards. Depending on the prevailing interest rates at
the point of reinvestment, the interest rates at which Debenture Holders will reinvest such interest
received being higher or lower than the return offered by the Debentures is known as
reinvestment risk.

c) Default Risk
Default risk, also referred to as credit risk, refers to the risk that the issuer of the Debenture may
default, i.e. the issuer will not be able to pay the interest and the principal payment on a timely
basis. It is advisable for prospective FCH Debenture investors to take into account the Company’s
past earnings performance and asset growth performance, present financial strength as reflected
in the Balance Sheet of the Company and the Company’s highly experienced and skilled
directorate and management when forming an opinion on default risk.
d) Liquidity Risk
Liquidity risk depends on the ease with which the Debenture can be sold, after the initial
placement. Since the FCH Debentures are listed on the CSE, investors will be able to sell the FCH
Debentures through the ATS at any given time and convert them to cash and exit from the
investment.
e) Call Risk
Call risk refers to the risk that the issuer will retire all or a part of the principal value of the
Debentures before maturity. The risk to investor is in that the timing of the call is not known and
the investor will be faced with a re-investment risk in the event the call is made at a time when the
market interest rates have declined.
Since these Debentures shall not be redeemed by the Company prior to maturity for any reason
whatsoever except due to unforeseen circumstances beyond the control of the Company, this risk
is minimised.
f) Inflation Risk
The possibility of decline in the real value of cash flows of a Debenture, due to inflation is referred
to as inflation risk. Since the coupon rate of a fixed rate Debenture is not adjusted upwards in line
with the inflation, Debentures carry an inflation risk.
1.12 CREDIT RATING
RAM Ratings Lanka Limited (RAM) has assigned rating of ‘BBB+’ (lka) to the Company’s Rated, Senior,
Unsecured, and Redeemable Debentures. The rating report issued by RAM is set out in Annexure I.
1.13 PROSPECTUS
This Prospectus is dated 13 February 2014.
The Debentures are issued solely on the basis of the information contained and representations made in
this Prospectus. No dealer, sales person or any other person has been authorized to give any information
or to make any representation in connection with the Rated, Senior, Unsecured, Redeemable Debenture
Issue other than the information and representations contained in this Prospectus and if given or made,
such information or representations must not be relied upon as having been authorized by FCH.

1.14 TRANSFER OF DEBENTURES
The Debentures will be transferable and transmittable in the manner set out in the Trust Deed, which is
reproduced below.
(a) The Debentures will be freely transferable and registration of such transfer will not be subject to any
restriction, save and except to the extent required for compliance with the applicable law. The
Debentures will be transferable through the CDS as long as the Debentures are listed in the CSE.
The Company may register without assuming any liability any transfer of Debentures, which are in
accordance with the rules and regulations in force for the time being and from time to time as laid
down by SEC, CSE and the CDS.
(b) In the case of the death of a Debenture Holder;
§ the survivor where the deceased was a joint holder; and
§ the executors or administrators of the deceased (or where the estate of the deceased is under
the administrable value, the heirs of the deceased) where he was the sole or only surviving
holder will be the only persons recognised by the Company as having any title to his
Debentures but nothing herein contained will release the estate of the deceased holder
(whether sole or joint) from any liability in respect of any Debentures solely or jointly held by
him.
(c) Any person becoming entitled to a Debenture in consequence of bankruptcy or winding up of any
Debenture Holder, upon producing proper evidence that he/she sustains the character in respect of
which he/she proposes to act or his/her title as the Board of Directors of the Company thinks
sufficient may in the discretion of the Board be substituted and accordingly registered as a Debenture
Holder in respect of such Debenture subject to the applicable laws, rules and regulations of the
Company, CDS, SEC and CSE.
1.15 LISTING
The listing of the Rated, Senior, Unsecured, and Redeemable Debentures on the Main Board by way of a
Public Offering has been approved in principal by the CSE. The Debentures will be issued at a par value of
Rs.100 /- each.
The CSE however, assumes no responsibility for the correctness of the statements made or opinions
expressed or reports included in this Prospectus. Admission to the Official List is not to be taken as an
indication of the merits of FCH or of the Debentures issued.
1.16 REGISTRATION
A copy of the prospectus has been delivered to the Registrar General of Companies of Sri Lanka for
registration in compliance with the provisions of Section 40 of the Companies Act No 07 of 2007.

The following are the documents attached to the copy of the prospectus delivered for registration.
§ The written consent of the Banker’s to the Offering.

§ The written consent of the Lawyers to the Offering.
§ The written consent of the Trustee to the Offering.
§ The written consent of the Auditors to the Offering.
§ The written consent of the Registrars to the Offering.
§ The written consent of the Managers to the Offering.
§ The written consent of the Company Secretary for the inclusion of their name in the
Prospectus as Company Secretary to the Company.
§ A declaration by each of the Directors of the Company confirming that each of them have read
the provisions of the Companies Act relating to the issue of the Prospectus and that those
provisions have been complied with.
In terms of Section 39 of the Companies Act No 07 of 2007, The said Auditors and Reporting Accountants
to the Company, Lawyers to the Issue, Trustee to the Issue, Bankers to the Issue, Company Secretary,
Managers to the Issue and Registrars 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.
1.17 BROKERAGE
Brokerage fee of 0.25% of the placement volume will be paid on Applications bearing the original seal of
any bank operating in Sri Lanka or a member/trading member of the CSE or First Capital Limited or any
other intermediary appointed by the Company involved in the marketing of the Issue.
1.18 INSPECTION OF DOCUMENTS
The Articles of Association, Trust deed, Auditor’s Reports and Audited Financial Statements for the five
(05) financial years ended 31st March (i.e the five (05) financial years immediately preceding the date of
this prospectus) and Interim Financial Statements for the Quarter ended 31 December 2013, Issue Rating
Report and all other documents referred to in Rule 3.3.11 (a) of the CSE Listing rules, including material
contracts and management agreements entered into by the company if any, would be made available for
inspection by the public during normal working hours at the registered office of the company, No.02, Deal
Place, Colombo 03, from the date of Opening of the Debenture Issue until the date of maturity of the
Debentures.

1.19 OTHER COSTS OF THE ISSUE
The directors estimate that the total other costs of the issue including the cost of brokerage, printing,
Managers and Registrars fees and other costs connected with the issue will not exceed a maximum of LKR.
10 million and will be funded by internal funding of FCH.
1.20 UNDERWRITING
The Debenture issue is not underwritten. In the event the issue is under subscribed, the subscribers shall
be allotted in full. The amount raised shall be utilized to redeem existing short term borrowings on
Commercial Papers and short fall will be reissued on Commercial Paper as stated in the in Objectives of
the issue, Section 1.3 of this Prospectus.

2.0 PROCEDURE FOR APPLICATION
2.1 PROSPECTUS AND APPLICATION FORMS
The Prospectus and Application Forms could be downloaded from www.cse.lk and www.firstcapital.lk.
Copies of the Prospectus and Application Forms may be obtained free of charge from the collection points
set out in Annexure II of this Prospectus. The prospectus, Trust deed and articles of association of the
company will be available on the website of Colombo Stock Exchange, www.cse.lk and website of the
Company www.firstcapital.lk from 7 Market days before the date of opening of the subscription list until
the date of redemption/maturity of the Debentures.
2.2 ELIGIBLE APPLICANTS
Applications are invited for the purchase of First Capital Holding PLC’s Rated, Senior, Unsecured,
Redeemable Debentures from the following categories of applicants who maintain a valid CDS account at
the time of the closure of the subscription list. As per the directive of the Securities and Exchange
Commission made under Circular No. 08/2010 dated 22 November 2010 and Circular No. 13/2010 issued
by the CDS dated 30 November 2010, all Debentures are required to be directly deposited in to the
CDS. To facilitate compliance with this directive, all Applicants are required to indicate their CDS
accounts number. Applicants who are eligible for the subscription of the above said Debentures are as
follows:
- Citizens of Sri Lanka, who are resident in Sri Lanka and above eighteen (18) years of age.
- Corporate bodies and societies registered/incorporated /established in Sri Lanka and authorized
to invest in Debentures.
- Approved provident funds and contributory pension schemes registered/incorporated

established in Sri Lanka and authorized to invest in Debentures. In the case of approved provident
funds and approved contributory pension schemes, the application should be in the name of the
Trustee / Board of Management.
- Sri Lankan Statutory bodies and Government Corporations.
- Non Residents: Foreign institutional investors, Corporate bodies, incorporated outside Sri Lanka
and individual resident outside Sri Lanka and Sri Lankan residents outside Sri Lanka above
eighteen (18) years of age.
Applications will not be accepted from individuals and Sri Lankans residing outside of Sri Lanka who are
under the age of 18 years, or in the names of sole proprietorships, partnerships or unincorporated trusts.
The Company will comply with Exchange Control Act and all regulations published thereunder including
those contained in Government Gazette Extraordinary No 1681/11 dated 22nd November , 2010 and
Government Gazette Extraordinary No 1733/19 dated 22nd November 2011 when issue Debentures to
Non-Residents.

2.3 HOW TO APPLY
(a) Applications should be made on the Application Forms, issued with the Prospectus. (Exact size
photocopies of Application Forms also would be accepted). Care must be taken to follow the
instructions given in the Application form. Applications that do not strictly conform to such
instructions and other conditions set out below or which are illegible may be rejected.
The Application Form can also be downloaded from the website of CSE, www.cse.lk, the website of
the Company and the Managers to the issue, www.firstcapital.lk from the date of opening of the
subscription list until the Closing Date.
The Prospectus will be made available and can be downloaded from the website of CSE, www.cse.lk
and the web site of FCH, www.firstcapital.lk from the date of opening of the subscription list until
the date of redemption/maturity of the Debentures and from the website of Managers to the Issue,
www.firstcapital.lk from the date of opening of the subscription list until the Closing Date.
(b) Applications should be made for a minimum of 100 Debentures (LKR.10, 000/-) each and in
multiples of Hundred (100) Debentures (LKR 10,000/-) thereafter. Applications for less than
Hundred (100) Debentures will be rejected.
(c) In the event an Applicant wishes to apply for several Types of Debentures, separate Application
Forms should be used for each option. Once an Application Form has been submitted for a particular
Type of Debentures, it will not be possible for an Applicant to switch between the Types of
Debentures.
(d) Two or more Applications submitted by an Applicant under the same Type of Debentures will not be
accepted. If two or more Application Forms are submitted for one Type of Debentures by a single
Applicant, those would be considered as multiple Applications and the Issuer reserves the right to
reject such multiple Applications or suspected multiple Applications.
(e) If the ownership of the Debentures is desired in the name of one Applicant, full details should be
given only under the heading SOLE/FIRST APPLICANT in the Application Form. In the case of joint
Applicants, the signatures and particulars in respect of all Applicants must be given under the
relevant headings in the Application Form.
(f) An Applicant of a joint Application will not be eligible to apply through a separate Application Form
either individually or jointly. Such Applicants are also deemed to have made multiple Applications
and will be rejected.
In the case of joint Applications, the refunds (if any), interest payments and the Redemption will be
remitted in favour of the first Applicant as identified in the Application Form. The Company shall
not be bound to register more than three (03) natural persons as joint holders of any Debentures
(except in the case of executors, administrators or heirs of a deceased member).
Joint Applicants should note that all parties should either be residents of Sri Lanka or Non-Residents.
(g) Applications by Companies, Corporate bodies, Societies, approved provident funds, trust funds and
approved contributory pension schemes registered/incorporated/established in Sri Lanka should
have obtained necessary internal approvals as provided by their internal approval procedures at the
time of applying for the Debentures and should be made under their common seal or in any other
manner as provided by their articles of association or such other constitutional documents of such
Applicant or as per the statutes governing them. In the case of approved provident funds, trust funds
and approved contributory pension schemes, the Applications should be in the name of the
Trustee/board of management.

(h) All Applicants should indicate in the Application for Debentures, their CDS account number.
In the event the name, address or NIC number/passport number/company number of the Applicant
mentioned in the Application Form differ from the name, address or NIC number/passport
number/company number as per the CDS records, the name, address or NIC number/passport
number/company number as per the CDS records will prevail and be considered as the name,
address or NIC number/passport number/company number of such Applicant.
Therefore Applicants are advised to ensure that the name, address or NIC number/passport
number/company number mentioned in the Application Form tally with the name, address or NIC
number/passport number/company number given in the CDS account as mentioned in the
Application Form.
Application Forms stating third party CDS accounts, instead of Applicants’ own CDS account
numbers, except in the case of margin trading, will be rejected.
(i) Applicants who wish to apply through their margin trading accounts should submit the Application
Form in the name of the “Margin Provider/Applicant’s name” signed by the margin provider,
requesting a direct deposit of the Debentures to the Applicant’s margin trading account in CDS. The
margin provider should indicate the relevant CDS account number relating to the margin trading
account in the Application Form. A photocopy of the margin trading agreement must be submitted
along with the Application.
Margin providers can apply under their own name and such Applications will not be construed as
multiple Applications.
(j) Application Forms may be signed by a third party on behalf of the Applicant(s), provided that such
person holds the Power of Attorney (POA) of the Applicant(s). A copy of such POA certified by a
Notary Public as “True Copy” should be attached with the Application Form. Original of the POA
should not be attached.
(k) Remittance of Funds for the investments in Debentures and the payment for Debentures by Non-
Residents should be made only out of funds received as inward remittances or available to the credit
of “Securities Investment Account” (SIA) of the Non-Residents opened and maintained in a licensed
commercial bank in Sri Lanka in accordance with directions given by the Controller of Exchange in
that regard to licensed commercial banks as per the Government Gazette Extraordinary No1681/11
dated 22nd November, 2010.
An endorsement by way of a letter by the licensed commercial bank in Sri Lanka in which the
Applicant maintains the SIA, should be attached to the Application Form to the effect that such
payment through bank draft/Bank Guarantee/RTGS has been made out of the funds available in
the SIA.
(l) Non-Residents should have obtained necessary internal approvals as provided by their internal
approval procedures at the time of applying for the Debentures and may be affected by the laws of
the jurisdiction of their residence. If the Non-Resident Applicants wish to apply for the Debentures, it
is their responsibility to comply with the laws relevant to the jurisdiction of their residence and of Sri
Lanka.
Application Forms properly filled in accordance with the instructions thereof together with the
remittance for the full amount payable on Application should be enclosed in an envelope marked
“FIRST CAPITAL HOLDINGS PLC – DEBENTURE ISSUE 2014” on the top left hand corner in
capital letters and dispatched by post or courier or delivered by hand to the Registrars to the Issue
or collection points mentioned in Annexure II.

Applications sent by post or courier or delivered to any collection point set out in Annexure II should
reach the office of the Registrars to the Issue, Business Intelligence Limited, No. 08, Tickell Road,
Colombo 08, at least by 4.30 p.m. on the following Market day immediately upon the Closing Date.
Applications received after said period will be rejected even though they have been delivered to any
of the said collection points prior to the Closing Date or carry a postmark dated prior to the Closing
Date. Applications delivered by hand to the Registrars to the Issue after the Closing Date of the Issue
will also be rejected.
2.4 MODE OF PAYMENT
(a) Payment in full for the total value of Debentures applied for should be made separately in respect of
each Application either by cheque/ bank draft / bank guarantee drawn upon any licensed
commercial bank operating in Sri Lanka or RTGS transfer directed through any licensed commercial
bank operating in Sri Lanka, as the case may be, subject to (b) below.
(b) Payments for Applications for values above and inclusive of Sri Lanka Rupees One Hundred Million
(LKR 100,000,000/-) should be supported by either
§ Multiple bank draft/cheque drawn upon any licensed commercial bank operating in Sri Lanka,
each of which should be for a value less than LKR 100,000,000/-; or
§ RTGS transfer with value on the date of opening the Issue.
§ bank guarantee issued by a licensed commercial bank
(c)
Multiple cheques or RTGS transfers will not be accepted for Application value below Sri Lanka
Rupees One Hundred Million (LKR 100,000,000/-).
(d) Cheques or bank drafts should be made payable to “FIRST CAPITAL HOLDINGS PLC –
DEBENTURE ISSUE 2013/2014” and crossed "Account Payee Only", and must be honoured on the
first presentation.
In case of bank guarantees, such bank guarantees should be issued by any licensed commercial bank
in Sri Lanka in favour of “FIRST CAPITAL HOLDINGS PLC– DEBENTURE ISSUE 2013/2014” in a
manner acceptable to the Company, and be valid for a minimum of one (01) month from the Issue
opening Date (i.e. 04 March 2014)
Applicants are advised to ensure that sufficient funds are available in order to honour the bank
guarantees, inclusive of charges when called upon to do so by the Registrars to the Issue. It is
advisable that the Applicants discuss with their respective bankers the matters with regard to the
issuance of bank guarantees and all charges involved. All expenses with regard to such bank
guarantees should be borne by the Applicants.
(e) In case of RTGS transfers (only for Application values above and inclusive of Sri Lanka Rupees One
Hundred Million (LKR 100,000,000/-), such transfers should be made to the credit of “FIRST
CAPITAL HOLDINGS PLC – DEBENTURE ISSUE 2013/2014” bearing the account number 0864-
33479690-001 at Seylan Bank PLC with value on the Issue opening date (i.e. the funds to be made
available to the above account on the Issue opening date).

(f) The Applicant should obtain a confirmation from the Applicant’s bank, to the effect that
arrangements have been made to transfer payment in full for the total value of Debentures applied for
to the credit of “FIRST CAPITAL HOLDINGS PLC – DEBENTURE ISSUE 2013/2014”bearing the
account number 0864-33479690-001 at Seylan Bank PLC with value on the date of opening the Issue
(i.e. the funds to be made available to the above account on the Issue opening date) and should be
attached with the Application Form.
RTGS transfers above and inclusive of Sri Lanka Rupees One Hundred Million (LKR100,000,000/-),
the Applicants are entitled to an interest at the rate of 6% per annum from the date of such transfers
up to the Date of Allotment. However, no interest will be paid if the RTGS transfers are not realised
before the end of the Closing Date. Furthermore, even if such RTGS transfers are effected prior to the
Issue opening date, no interest will be paid for the period prior to the Issue opening date.
(g) Cash will not be accepted.
(h) Payment for the Debentures by Non-Residents should be made through “Securities Investment
Account” (SIA) maintained with any licensed commercial bank in Sri Lanka in accordance with
directions given by the Controller of Exchange in that regard to commercial banks.
(i) The amount payable should be calculated by multiplying the number of Debentures applied for under
a particular Type by the Issue price of (LKR 100/-). If there is a discrepancy in the amount payable
and the amount specified in the cheque/ bank draft / bank guarantee or in the RTGS transfer the
Application will be rejected.
(j) In the event that cheques are not realised prior to the date of deciding the basis of allotment, the
monies will be refunded and no allotment of Debentures will be made. Cheques must be honoured on
first presentation for the Application to be valid.
(k) All cheques/bank drafts received in respect of the Applications for Debentures will be banked
commencing from the Market day immediately following the Closing Date.
2.5 REJECTION OF APPLICATION
Application Forms and the accompanying cheque/ bank draft / bank guarantee or RTGS transfers, which
are illegible or incomplete in any way and/or not in accordance with the terms, conditions and
instructions, set out in this Prospectus and in the Application Form will be rejected at the sole discretion of
FCH. Applications from individuals and Sri Lankans residing outside of Sri Lanka who are under the age
of 18 years or in the names of sole proprietorships, partnerships, unincorporated trusts will also be
rejected.
Any Application Form, which does not state a valid CDS account number, will be rejected by the
Company.
More than one Application submitted by an Applicant under the same Type of Debentures will not be
accepted. If two or more Application Forms are submitted for one Type of Debentures from a single
Applicant, those would be considered as multiple Applications and the Company reserves the right to
reject such multiple Applications or suspected multiple Applications.
Any Application Form with more than three (03) natural persons as joint Applicants for any Type of
Debentures will be rejected.

Applications delivered by hand to the Registrars to the Issue after the subscription list is closed will be
rejected. Applications received by post or courier after 4.30 p.m. on the Market day immediately following
the Closing Date, will also be rejected even if they carry a post mark dated prior to the Closing Date.
Applications delivered to any place mentioned in Annexure II should also reach the office of the Registrars
to the Issue at least by 4.30 p.m. on the Market day immediately following the Closing Date. Applications
received after the said duration will be rejected even though they have been delivered to any of the said
collection points prior to the Closing Date.
In the event that cheques are not realised prior to the date of deciding the basis of allotment and realised
after such date, the monies will be refunded and no allotment of Debentures will be made. Cheques must
be honoured on first presentation for the Application to be valid. In the event cheques are
dishonoured/returned on first presentation, such Applications will be rejected.
2.6 BANKING OF PAYMENTS
All cheques/ bank drafts / bank guarantees received in respect of Applications will not be banked or called
on until the Market day immediately after the Closing Date, in terms of the CSE Listing Rules.
2.7 BASIS OF ALLOTMENT OF DEBENTURES
In the event of an over subscription, the Board of Directors of the Company will endeavour to decide the
basis of allotment in a fair manner as soon as practicable so as to ensure compliance with the CSE Listing
Rules. Upon the allotments being decided, an announcement will be made to the CSE.
The number of Debentures to be issued under Debentures of Type A, Debentures of Type B and
Debentures of Type C shall be in accordance with the basis of allotment which shall be decided at the
discretion of the Board of Directors of FCH in a fair manner in the event of an over subscription.
The Company reserves the right to refuse any Application or to accept any Application in part only,
without assigning any reason thereto. A written confirmation informing successful Applicants on their
allotment of Debentures will be dispatched within ten (10) Market Days from the Closing Date as required
by the CSE.
2.8 ACCEPTANCE AND REFUNDS
Monies will be refunded where;
§ an Application is rejected for reasons given in Section 2.5 or otherwise; or

§ the Application is accepted only in part.
If the Applicant has provided accurate and complete details of his bank account in the Application, the
Bankers to the Issue will make refund payments up to and inclusive of Sri Lanka Rupees Five Million
(LKR 5,000,000/-) to the bank account specified by the Applicant, through SLIPS and a payment advice
will be sent.
In the event of refunds over Rupees Five Million (LKR 5,000,000/-) or if the Applicant has not provided
accurate and correct details of his bank account in the Application or if the Applicant has not provided
details of the bank account in the Application Form, the bank will make such refund payment to the
Applicant by way of a cheque and sent by post at the risk of the Applicant.

In the case of joint Application, the cheques will be drawn in favour of the Applicant’s name appearing
first in the Application Form.
Applicants can obtain details on bank and branch codes required for providing instructions on SLIPS
transfers at the following website;
http://www.lankaclear.com/products_and_services/sl_interbank_payment_system_guideline.php
Refunds on Applications rejected or partly allotted Debentures would be made within ten (10) Market
Days excluding the Closing Date. Applicants would be entitled to receive interest at the rate of last quoted
Average Weighted Prime Lending Rate (AWPLR) published immediately preceding week by the Central
Bank of Sri Lanka or any other authority (in the event that the Central Bank of Sri Lanka ceases to
publish the AWPLR) plus five per centum (5.00%) for the delayed period on any refunds not made within
this period.
2.9 DIRECT LODGEMENT WITH THE CDS AND TRADING OF DEBENTURES
Debentures allotted will be directly deposited to the respective CDS accounts given in the Application
Forms before the expiry of eighteen (18) Market Days, from the Closing Date. A written confirmation of
the credit will be sent to the Applicant within two (02) Market Days of crediting the CDS account, by
ordinary post to the address provided by each Applicant.
The Company will submit to the CSE a 'Declaration' on direct upload to CDS on the Market Day
immediately following the day on which the Applicants’ CDS accounts are credited with the Debentures.
Trading of Debentures on the secondary market will commence on or before the third (3) Market Day from
the receipt of the Declaration by the CSE as per the CSE Listing Rules.

3.0 PROFILE OF THE COMPANY
3.1 INCORPORATION
First Capital Holdings PLC (FCH) is a public limited liability company listed on the Colombo Stock
Exchange. The company was incorporated in Sri Lanka on 23 March 1992.
3.2 OVERVIEW
The First Capital Holdings PLC carries a reputation of a rich pedigree in the Sri Lankan financial services
arena with a 21 year history. Having obtained its Primary Dealership license in 1992, when the Central
Bank first formed the Primary Dealership system, First Capital has steadily grown to become a strong and
resilient front runner with a loyal and ever widening customer base. It is a leading non- bank financial
institution in Sri Lanka, offering a wide range of products and services, meeting the diverse needs of both
corporate and individual customers.
First Capital Holdings PLC, comprises six subsidiaries namely, First Capital Treasuries Limited , First
Capital Limited , First Capital Markets Limited , First Capital Asset Management Limited , First Capital
Investments (Private) Limited and First Capital Equities (Private) Limited. The main activity of the
Company is investment and management of its subsidiaries.
The company is currently rated BBB+ (stable)/ P2 by RAM Ratings Lanka Limited.
Given below is a brief description of the five operating subsidiaries of FCH.
First Capital Investments (Private) Limited, a subsidiary of the Company, is a dormant entity which
was created as a special purpose vehicle in order to acquire First Capital Equities (Private) Limited.
First Capital Investments (Private) Limited is held by First Capital Limited (70% Shareholding) as well as
Orient Capital Limited (30% Shareholding).
First Capital Treasuries Limited
First Capital Treasuries Limited (FCT) is the Primary Dealership arm of the group. Over the years, FCT
has developed strong and sustained relationships with its principal business partners such as commercial
banks, other primary dealers and corporate/high net worth private investors. FCT deals in risk free
government securities like Treasury Bills, Treasury Bonds, Central Bank Securities and Sri Lanka
Development bonds. Investors can not only buy or sell such Gilt Edged securities from/to FCT but also
enjoy the flexibility of investing in these securities from on a “Repo” basis for periods ranging from three
months to ten years, while enjoying the flexibility of taking loans (reverse Repos) against their investments
at highly competitive rates.
First Capital Asset Management Limited
First Capital Asset Management Limited (FCAM) is licensed by the Securities and Exchange Commission
(SEC) to function as an ‘Investment Manager’ and has mobilised a substantial amount of funds under
management on discretionary mandates.

The menu of investment options offered by FCAM span a wide spectrum in terms of Tenure and risk,
including government securities, Commercial paper, Promissory Notes, Corporate Debentures and
securitised papers. The First Capital Wealth Fund (FCWF) was launched in October 2010 and it operates
as an open ended Unit Trust investing in fixed income securities.
First Capital Markets Limited
First Capital Markets Limited (FCM) is a Margin Provider for listed equity, licensed by the SEC. Over the
years this segment has built up a strong client base and has performed well, especially during the post war
surge in the stock market. In 2010, FCM was also licensed by the Colombo Stock Exchange (CSE) to
function as a ‘Debt Dealer’ on the Debt Exchange of the CSE.
First Capital Limited
First Capital Limited (FCL) is actively involved in the structuring/warehousing/placing of both short
term and long term corporate debt securities as well as being active in the secondary market promotion of
these instruments. FCL has played a prominent role over the years in creating a market for borrowers and
investors in the area of corporate debt capital. A new unit has been be set up to provide corporate advisory
services. This unit will undertake services such as advising on a company’s capital structure and the
provision of assistance in obtaining the necessary capital, restructuring a company’s balance sheet in order
to prepare it for sale, business valuations and feasibility studies. Equity issue management including
handling IPO’s, private placements, mandatory offers, and voluntary offers would also fall within the
scope of this unit.
First Capital Equities (Private) Limited
As a Member of the Colombo Stock Exchange, First Capital Equities (Private) Limited (FCE) is licensed
to buy and sell Shares and Listed Debt Securities on behalf of both retail and institutional clients.
As an integrated and well established brokerage house, FCE delivers a very professional level of stock
broking services to FCE clients and also provides access to up-to-date market research. For foreign
investors, FCE provides an effective gateway to access Sri Lanka’s capital markets, including Listed
Securities and Initial Public Offerings.
OUR VISION
· To be identified as the most innovative and reliable investment bank in Sri Lanka adding value to
our clients through knowledge, efficiency and experience.
· To provide a broad range of innovative financial solutions for corporate and individual clients
through fee and fund based activities.
· To be the largest market maker in the government securities market.

3.3 MILESTONES OF THE COMPANY
Year Month Description
1992 March Company is incorporated as CF Venture Fund Limited.
2005 January CF Venture Fund Limited is renamed as V Capital Limited.
2006 December Company acquires 30% stake in First Capital Limited, a ﬁnancial services group comprising
four subsidiaries and an associate company.
2007 March The Company acquires a further stake of 21% in First Capital Limited and becomes the
parent company of First Capital Limited and its subsidiaries.
2007 July The Company increases its share capital by Rs.187.5 Mn via a Rights Issue and acquires a
further 28% stake in First Capital Limited.
September The Company is renamed as First Capital Holdings PLC. First Capital Limited divests its
40% stake in First Capital Equities (Private) Limited and exits the stock broking sector.
2009 April The Company acquires a further 20% in First Capital Limited taking its holding up to 99%.
June The Company acquires 29.99% of the listed entity Kotmale Holdings PLC via a subsidiary.
November First Capital Limited divests 100% of First Capital Money Brokers Limited and exits the
money-broking sector.
2010 May The Company sub-divides its shares by splitting every share into three ordinary shares.
Stated Capital remains unchanged.
June The Company reports record proﬁt for the year ended 2009/10 of Rs. 682 Mn, boosted by a
stellar performance by its primary dealer arm.
August An application made by First Capital Asset Management Limited to function as a Unit Trust
Managing Company .
November First Capital Markets Limited becomes a member of the Debt Exchange of the Colombo
Stock Exchange. Margin trading portfolio receivables soar to Rs. 800 Mn, from just Rs. 220
Mn at the end of March 2010.
The Group divests its stake in Kotmale Holdings PLC realizing a capital gain of Rs.180 Mn.
2011 March Group net assets stands at Rs. 1.5 Bn.
2013 May The Group establishes a new subsidiary company “First Capital Investments (Private)
Limited. First Capital Investments (Private) Limited acquires 100% stake of “DNH Financial
(Private) Limited” a stock broking company at a cost of Rs. 185 Mn and the company is
subsequently renamed First Capital Equities (Private ) Limited.

3.4 KEY SUBSIDIARY COMPANIES, THEIR PRODUCTS AND SERVICES
§ First Capital Treasuries Limited (FCT) - Primary Dealership in Government Securities
First Capital Treasuries Limited (FCT) has been appointed as an authorised primary dealer by the Central
Bank of Sri Lanka to distribute Government Securities to individual, corporate and institutional investors
in Sri Lanka as well as overseas. Three decades of dedicated and uninterrupted service has led FCT to
become the market leader amongst non-bank primary dealers with a large customer base throughout the
island.
FCT promotes and develops the Government Securities Market and provides derivative solutions
employing innovative techniques to help investors achieving their objectives. In this process, FCT had
developed strong bonds with principal business partners comprising commercial banks, corporate entities,
other primary dealers, the broking community, market regulators and fixed income investors.
§ First Capital Limited (FCL) – Corporate Debt Structuring , Placements and Corporate Finance
First Capital Limited (FCL) is a specialised debt structuring intermediary in Sri Lanka's Debt Capital
Market serving both local and foreign institutional and high net-worth individual customers. FCL
structures and places short term and long term debt capital products. The product range includes
Commercial Papers, Asset Backed Trust Certificates, Debentures, Promissory Notes and Interest Rate
Swaps.
From the above said product range, Debentures could be listed on the Stock Exchange. As managers to
debt capital products issues, FCL works closely with numerous high level professionals including
lawyers, custodians, regulatory authorities, trustees and brokers who add value to optimise benefits to
both issuers and investors.
The recent developments in capital markets, the general volatility in the equity markets, the Government‘s
development initiatives which changed the dynamics of real estate markets and created new avenues for
foreign investment, change in restrictions on the provision of debt finance etc, have collectively changed
the financial landscape for businesses. First Capital is now equipped and ready to assist corporate in
dealing with their strategic financial issues. Across all industry segments, the Group has the skills and
resources to help our clients to position their companies and achieve a sustainable return on the capital
invested.
Our team of experienced corporate finance professionals undertakes a variety of assignments involving a
broad spectrum of industries and add significant value to the clients. Our suite of services includes
mergers and acquisitions, share/ business valuations, corporate restructures, brand and intangible asset
valuations as well as IPO and private placement management. With this service addition, First Capital
offers a comprehensive Investment Banking solution which is best in class in both the industry and the
country.

§ First Capital Markets Limited (FCM) - Margin Provider
First Capital Markets Limited (FCM) is licensed by the Securities and Exchange Commission of Sri Lanka
to function as a Margin Provider for listed securities. A veteran in the industry with two decades of
experience, FCM offers outstanding service to its clients. A foundation of trust and relationship with the
share broking community and a loyal client base, this forms a key and sustainable business line for the
group. Further, FCM has been appointed as a Trading member of the Colombo Stock Exchange for Debt
Trading (DEX Dealership).
§ First Capital Asset Management Limited (FCAM) – Wealth Management and Unit Trust
First Capital Asset Management Limited is licensed by the Securities and Exchange Commission as an
Investment Manager and also as a Unit Trust Managing Company. Our expertise is rendered to guide
investors through market complexities and movements.
The market segments served by customised wealth management are high-net worth investors, and welfare
or provident funds. Customer portfolios are managed based on individual risk profiles. During the period,
the unit strengthened its service quality via Group Research Function. The Investment Management arm
expects to spread its reach to different asset classes and attractive domiciles in coming months to service
investors with different risk/ return appetites both locally and internationally.
First Capital Asset Management Limited entered the Unit Trust arena in 2010 with the establishment of the
First Capital Wealth Fund, an open ended fixed income securities Unit Trust with Bank of Ceylon as
trustee to the Fund. This unit trust has played an important role in completing the group’s profile of being
the number one debt market specialist in Sri Lanka. The Wealth Fund and its clients will continue to
benefit from active fund management in implementation and from the Government concessions effecting
Unit Trusts.
§ First Capital Equities (Private) Limited– Stock Broking
First Capital Equities (Private) Limited (FCE), formerly known as DNH Financial (Private) Limited, was
acquired by First Capital Group in May 2013 and now functions as a subsidiary of the Group. As a
Member of the Colombo Stock Exchange, FCE is licensed to buy and sell Shares and Listed Debt Securities
on behalf of both retail and institutional clients. The latest addition to the Group with a proven track
record on both broking and research will create synergies with other functions such as corporate finance
advisory and margin lending.

3.5 SHAREHOLDING AND GROUP STRUCTURE
Dunamis Capital PLC

70 .15%
First Capital Holdings PLC

99.9%
First Capital Limited
First Capital Asset First Capital First Capital

First Capital Treasuries Management Markets Limited Investments Private
Limited 94.4%
Limited 98.7% 100% Limited
70%
First Capital Equities

Private Limited
100%

4.0 STATUTORY AND GENERAL INFORMATION
4.1 FINANCIAL YEAR
The accounting year of the Company commences on 01 April and ends on 31 March in the following year.
4.2 DETAILS OF MANAGEMENT AGREEMENTS
There are no management agreements presently in force or currently being considered.
4.3 LITIGATION, DISPUTES AND CONTINGENT LIABILITIES
CONTINGENT LIABILITIES -COMPANY – AS AT 31 DECEMBER 2013
a) The Department of Inland Revenue has raised assessments relating to turnover tax amounting to
Rs. 5.549 Mn, together with a 50% penalty of Rs. 2.775 Mn amounting to a total liability of Rs. 8.324
Mn.
The company has made an appeal against the balance tax assessed on the grounds that such tax
has been levied on income outside the scope of chargeability to Turnover Tax. No provision has
been made in the Financial Statements in relation to the above.
(b) The company has pledged fixed deposits as guarantee to Hatton National Bank PLC amounting to
Rs. 5 Mn. against the credit facilities given by the bank to SECO International Marketing Limited.
The company has made a provision for the full amount of the fixed deposit against the guarantee
given since the said company is not in operation.
(c) First Capital Holdings PLC has provided a corporate guarantee on behalf of First Capital Limited
(Subsidiary) amounting to Rs.150Mn for its banking facilities.
CONTINGENT LIABILITIES - GROUP - AS AT 31 DECEMBER 2013
(a) On 29 May 2011 The Department of Inland Revenue raised an income tax assessment for the year
2008/09 relating to First Capital Treasuries Limited. The assessed tax liability is Rs. 101.346 Mn.
The company submitted an appeal against the said assessment subsequently in accordance with
the provisions of the Inland Revenue Act. However, the Commissioner General of Inland Revenue
made his determination in favour of the Department of Inland Revenue on 29 April 2013.
Subsequently on 2 July 2013, the company filed an appeal with the Tax Appeals Commission
against the determination given by the Commissioner General of Inland Revenue in accordance
with the provisions under the Tax Appeals Commission Act No. 23 of 2011. The company has
provided a bank guarantee for a sum of LKR 25.8 Mn (25% of the tax in dispute) to the Tax
Appeals Commission as required by the Act. The Management of the company is of the view that
no liability would arise since the assessment is outside the scope of chargeability of income tax.

(b) The Department of Inland Revenue raised an assessment on the income tax assessing the net
income arisen in disposal of capital asset (ship) of Ceyspence (Private) Limited where First Capital
Limited has an equity interest of 20% in the said company. The assessed tax liability is Rs. 116.76
Mn. The assessee submitted an appeal against the said assessment subsequently in accordance
with the provisions of the Inland Revenue Act. However, the Commissioner General of Inland
Revenue made his determination in favour of the Department of Inland Revenue.
The company filed an appeal with the Tax Appeals Commission against the determination given
by the Commissioner General of Inland Revenue in accordance with the provisions under the Tax
Appeals Commission Act No. 23 of 2011 subsequently. However, the Tax Appeals Commission
made its determination against Ceyspence (Private) Limited on 29 January 2013. The company
made an application requiring the Tax Appeals Commission to state a case on questions of law for
the opinion of the Court of Appeal on 22 February 2013.
Adequate provision amounting to Rs.23.58 Mn has been made in the financial statement being
the potential liability relating to First Capital Limited. The said Company, Ceyspence (Private)
Limited is in the process of liquidation. Therefore, FCH has not included Ceyspence in the
Group structure.
(c) The Colombo High Courts have given a verdict against Ceyaki Shipping (Private) Limited (in
which First Capital Limited, subsidiary company) holds an equity stake of 20%) on the settlement
of a creditor. A provision of Rs. 14.2 Mn has been made in the financial statements for the year
ended 31 March 2013 in relation to the said liability.
(d) The Department of Inland Revenue made an assessment on Financial VAT amounting to Rs.
89.6Mn for the year 2010/11 relating to First Capital Treasuries Limited. The company submitted
an appeal against the said assessment and is of the view that no liability would arise since the
assessment is outside the scope of chargeability of Financial VAT.
The Department of Inland Revenue raised an income tax assessment for the year 2010/11 relating
to First Capital Treasuries Limited. The assessed liability is 96.46Mn. The company submitted an
appeal against the said assessment in accordance with the provision of Inland Revenue Act. The
Company is of the view that no liability would arise since the assessment is outside the scope of
chargeability of income tax.
(e) The Department of Inland Revenue raised an income tax assessment for the year 2010/11 relating
to First Capital Limited. The assessed liability is 6.2Mn. The company submitted an appeal against
the said assessment in accordance with the provision of Inland Revenue Act. The Company is of
the view that no liability would arise since the assessment is outside the scope of chargeability of
income tax.
There were no other litigations and claims against the group as at the balance sheet date
31 December 2013, except for the details mentioned above.
4.4 LITIGATION AGAINST THE COMPANY
There are no legal, arbitration or mediation proceedings, which may have or have had in the recent past
significant effects on the Company’s financial position or profitability except for the details mentioned in
Section 4.3 above.

4.5 DETAILS OF MATERIAL CONTRACTS OF THE COMPANY
The Company has not entered into any material contracts as at 31 December 2013 other than contracts
entered into in the ordinary course of business.
4.6 PARTICULARS OF DEBT AND LOAN CAPITAL AS AT - 31 DECEMBER 2013 – COMPANY
1. Particulars of Long Term loans, Other Borrowings and LKR
Liabilities as at the beginning of the Financial year – 1 April 2013 111,067,000
Movement in Loan and Other Bank Facilities During the

Year 845,277,000
Particulars of Long Term loans, Other Borrowings and

Liabilities as at– 31 December 2013 956,344,000
2. Borrowings made by the company as at 31 December 2013
Description LKR
Debentures Nil
Interest bearing loans and borrowings 956,344,000
Bank Overdrafts Nil
Finance Lease Liabilities Nil
Long-term borrowings Nil
- Nature and classification of the other debt securities in issue as at 31 December 2013;
1. Commercial Paper- Short Term Borrowing (Maximum tenure – 7 Months)
- Description of the rights of holders of above mentioned debt securities;
1. Right to receive face value (Cost plus Interest) at maturity.

2. No entitlement to profit
3. In the event of liquidation no specific preference given other than the general preferences given to
a debt instrument holder.
4. No specific rights attached similar rights as a general debt instrument holder.
- There is no outstanding Debt Securities convertible to equity as at 31December 2013.
3. The Company has not given in guarantees to banks and other financial institutions, except the bank
guarantee provided to First Capital Limited worth Rs.150 Million for its banking facilities.
4. The Company has no mortgages and charges on its assets.

5.0 STATUTORY DECLARATIONS
5.1 STATUTORY DECLARATION BY THE DIRECTORS
This Prospectus has been seen and approved by the directors of the Entity and they collectively and
individually accept full responsibility for the accuracy of the information given and confirm that
provisions of the CSE Listing Rules and of the Companies Act No. 07 of 2007 and any amendments to
it from time to time have been complied with and after making all reasonable enquiries and to the best of
their knowledge and belief, there are no other facts the omission of which would make any statement
herein misleading or inaccurate. Where representations regarding the future performance of the Entity
have been given in the Prospectus, such representations have been made after due and careful enquiry of
the information available to the Entity and making assumptions that are considered to be reasonable at the
present point in time in the best judgement of the directors.
An application has been made to the Colombo Stock Exchange for permission to deal in and for a listing of
all securities in a particular class issued by the Entity and those Securities of the same class which are the
subject of this issue. Such permission will be granted when the Securities are listed on the Colombo Stock
Exchange. The Colombo Stock Exchange assumes no responsibility for the correctness of any of the
statements made or opinions expressed or reports included in this Prospectus. Listing on the Colombo
Stock Exchange is not to be taken as an indication of the merits of the Entity or of the Securities issued.
Name of Directors Signature
Deshamanya Lalith de Mel (Chairman) Sgd.
Ms. Manjula Mathews Sgd.
Mr. Dinesh Schaffter Sgd.
Mr. Nihara Rodrigo Sgd.
Mr. Eardley Perera Sgd.
Ms. Minette Perera Sgd.
Mr. Nishan Fernando Sgd.

5.2 STATUTORY DECLARATION BY THE MANAGERS TO THE ISSUE
We, First Capital Limited of No. 02, Deal Place, Colombo 03 being Managers to the Debenture Issue of
First Capital Holdings PLC, hereby declare and confirm to the best of our knowledge and belief that this
prospectus constitutes full and true disclosure of all material facts about the issue and issuer, whose Rated,
Senior, Unsecured, Redeemable 3 year (2014/2017) 4 year (2014/2018) and 5 year (2014/2019) Debentures
are being issued.
Sgd. Sgd.
Director Director

6.0 FINANCIAL INFORMATION
6.1 ACCOUNTANTS REPORT

6.2 FIVE YEAR FINANCIAL SUMMARY – GROUP RESULTS – FIRST CAPITAL HOLDINGS PLC
YEAR ENDED 31 MARCH 2012/13 2011/12 2010/11 2009/10 2008/09

Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000
GROUP Current SLFRS Previous SLAS
TRADING RESULTS
Gross income 1,768,713 935,806 1,716,279 2,728,174 2,333,106

Profit before tax 517,319 (310,279) 605,172 1,164,349 349,263
Taxation (23,272) (14,858) 378,303 (482,105) (157,679)
Profit/(loss) after tax 494,047 (325,137) 983,475 682,244 191,584
Other comprehensive income, net of income tax 254,098 - - - -
Total comprehensive income/(loss) 748,145 (325,137) - - -
AS AT 31 MARCH 2013 2012 2011 2010 2009

Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000
FINANCIAL POSITION Current SLFRS Previous SLAS
ASSETS
Cash and cash equivalents 18,304 7,187 6,436 6,748 5,673
Derivative assets 10,378 17,583 74,328 - -
Financial investments - Held for trading 9,792,142 3,720,979 8,271,366 - -
Financial investments - Available for sale 346,563 92,465 2,000 - -
Financial investments - Loans and receivables 3,731,654 3,100,936 2,226,568 - -
Dealing securities - - - 8,334,377 8,460,807
Resale agreements - - - 1,422,439 2,175,624
Trade and Other Receivables 368,654 428,861 877,148 261,589 68,477
Investment securities - - - 379,259 617,234
Investment in venture capital 6,000 8,000 8,000 8,000 19,486
Investment in associates - - - 203,198 -
Property and equipment 30,301 4,353 8,128 10,070 7,807
Intangible assets 57,083 55,822 56,721 55,415 803
Other assets 96,059 135,387 135,527 142,733 195,651
14,457,138 7,571,573 11,666,222 10,823,828 11,551,562
LIABILITIES
Bank overdraft 5,338 662 9,578 1,586 312
Derivative liabilities 837 - 117 - -
Repurchase agreements 11,771,296 4,845,633 8,687,508 7,360,786 9,501,917
Other short term borrowings 579,471 1,338,519 997,342 2,159,066 1,143,300
Tax payables 305 4,120 15,754 453,724 145,256
Retirement benefit obligations 9,677 7,055 7,483 5,637 5,172
Other liabilities 135,056 159,808 204,539 212,560 153,926
12,501,980 6,355,797 9,922,321 10,193,359 10,949,883
EQUITY
Stated capital 227,500 227,500 227,500 227,500 387,480
Capital reserves 553,704 432,916 432,916 224,287 61,082
Retained earnings 842,508 500,572 1,019,616 129,044 5,088
Fair value reserve 254,098 - - - -
Non-controlling interests 77,348 54,788 63,869 - -
Minority interest - - - 49,638 148,029
TOTAL EQUITY 1,955,158 1,215,776 1,743,901 630,469 601,679
TOTAL EQUITY AND LIABILITIES 14,457,138 7,571,573 11,666,222 10,823,828 11,551,562

6.3 FIVE YEAR FINANCIAL SUMMARY – COMPANY RESULTS– FIRST CAPITAL HOLDINGS PLC
YEAR ENDED 31 MARCH 2012/13 2011/12 2010/11 2009/10 2008/09

Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000
COMPANY Current SLFRS Previous SLAS
TRADING RESULTS
Gross income 20,992 341,641 110,946 570,359 28,238

Profit before tax 4,662 335,879 106,862 541,848 (23,554)
Taxation (307) 2,574 (97) (10) (17,474)
Profit/(loss) after tax 4,355 338,453 106,765 541,838 (41,028)
Other comprehensive income, net of income tax 254,098 - - - -
Total comprehensive income/(loss) 258,453 338,453 - - -
AS AT 31 MARCH 2013 2012 2011 2010 2009

Rs. '000 Rs. '000 Rs. '000 Rs. '000 Rs. '000
FINANCIAL POSITION Current SLFRS Previous SLAS
ASSETS
Cash and cash eqvivalents 659 1,825 594 1,938 677
Financial investments - Available for sale 345,563 91,465 1,000 - -
Financial investments - Loans and receivables 169,521 46,201 6,908 - -
Dealing securities - - - 207 310,977
Resale agreements - - - 51,399 -
Trade and Other Receivables 2,176 3,273 109,785 2,306 2,218
Investment securities - - - 1,000 1,000
Investment in venture capital 6,000 8,000 8,000 8,000 19,486
Investment in Subsidiaries 310,872 310,872 398,204 398,204 219,484
Investment in associates - - - - -
Property and equipment 3,568 - - - 20
Other assets 18,582 25,663 5,684 5,684 5,684
856,941 487,299 530,175 468,738 559,546
LIABILITIES
Repurchase agreements - - - 3,577 -
Other short term borrowings 111,067 - - - 309,745
Tax payables 635 600 17,670 17,670 17,680
Retirement benefit obligations - - - - -
Other liabilities 12,393 12,306 174,065 215,816 36,034
124,095 12,906 191,735 237,063 363,459
EQUITY
Stated capital 227,500 227,500 227,500 227,500 387,480
Capital reserves - - - - -
Retained earnings 251,248 246,893 110,940 4,175 (191,393)
Fair value reserve 254,098 - - - -
732,846 474,393 338,440 231,675 196,087
Non-controlling interests - - - - -
Minority interest - - - - -
TOTAL EQUITY AND LIABILITIES 856,941 487,299 530,175 468,738 559,546

6.4 OTHER DISCLOSURES
The following financial information is hosted on the Entity’s website and the Exchange website:
(i) Audited financial statements of the Company made up to a date not less than 12 months from the
date of submission of the listing application;
(ii) Interim financial statements of the Company made up to a date not less than 3 months from the
date of submission of the listing application; and
(iii) Summarized financial statement for the five years preceding the date of the application stating the
accounting policies adopted by the Company certified by the auditors. Qualifications carried in
the Auditors Reports covering the period in question and any material changes in accounting
policies during the relevant period are disclosed in the Accountants Report have been disclosed.

6.5 FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2013

6.6 INTERIM FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31DECEMBER 2013

Annexure I
RATING REPORT

Annexure II
Collection Points

COPIES OF THE PROSPECTUS CAN BE OBTAINED FREE OF CHARGE FROM THE FOLLOWING
COLLECTION POINTS
Managers to the Issue Company Registered Office
First Capital Limited First Capital Holdings PLC

No. 2, Deal Place No. 2, Deal Place
Colombo 3 Colombo 3
Tel: +94 112 639816/65 Tel: +94 112 639898
Company Branches
Kandy Matara
No.213-215, Peradeniya Road, Kandy. No. 24,Mezzanine Floor,
Tel : +94 81 2 236 010 / +94 777 590 521 E.H.CoorayBuildin,
Anagarika Dharmapala Mawatha,
Matara.
Tel : +94 41 2 222 988 / +94 777 572 279
Kurunegala
No.6, 1st Floor, Union Assurance Building,
Rajapihilla Mawatha,
Kurunegala.
Tel : +94 37 2 222 930 / +94 773 596 443
Members Debt and Equity
Bartleet Religare Securities (Pvt) Limited Acuity Stockbrokers (Pvt) Ltd.

Level "G", "Bartleet House", Level 6, Acuity House,
65, Braybrooke Place, Colombo 2. No. 53, Dharmapala Mawatha, Colombo 3.
Tel:+94 11 5 220 200 Tel: +94 11 2 206 206
Fax: +94 11 2 434 985 Fax: +94 11 2 206 298 / 9
John Keells Stock Brokers (Pvt) Ltd. Asha Phillip Securities Ltd.
186, Vauxhall Street, 2nd Floor, Lakshmans Building,
Colombo 2. No. 321, Galle Road,
Tel: +94 11 2 342066-7 Colombo 03.
Fax: +94 11 2 342068 Tele : +94 11 2 429 100
Fax : +94 11 2 429 199
Assetline Securities (Pvt) Ltd. Somerville Stockbrokers (Pvt) Ltd.

No.120, 120A, Pannipitiya Road, 137, Vauxhall Street,
Battaramulla. Colombo 2.
Tel: +94 11 4 700 111 Tel: +94 11 2 329 201-5
Fax: +94 11 4 700 112 Fax: +94 11 2 338 291

J B Securities (Pvt) Ltd. Lanka Securities (Pvt) Ltd.
150, St. Joseph Street, 228/1, Galle Road,
Colombo 14. Colombo 04.
Tel:+94 11 2 490 900 Tel:+94 11 4 706 757
Fax:+94 11 2 430 070 Fax:+94 11 4 706 767
Asia Securities (Pvt) Ltd. Nation Lanka Equities (Pvt) Ltd.

Level 21, West Tower, World Trade Centre 44, Guildford Crescent,
Tel:+94 11 2 423 905 Colombo - 07.
Fax:+94 11 2 336 018 Tel:+94 11 4 889 061-3
Fax:+94 11 2 688 899
Capital Trust Securities (Pvt) Ltd. S C Securities (Pvt) Ltd.

42, Mohamed Macan Markar Mawatha, 2nd Floor, 55 D.R. Wijewardena Mawatha,
Tel:+94 11 2 174 174 Tel:+94 11 4 711 000
Fax:+94 11 2 174 173 Fax:+94 11 2 394 405
CT Smith Stockbrokers (Pvt) Ltd. First Capital Equities (Pvt) Limited.

4-14, Majestic City, 10, Station Road, Colombo 4. No.01, Level 02, Lake Crescent, Colombo 02.
Tel. +94 11 2 552 290 - 4 Tel:+94 11 2 145 000
Fax: +94 11 2 552 289 Fax:+94 11 2 145 050
NDB Securities (Private) Limited.

5th Floor, NDB Building, 40, Navam Mawatha,
Colombo 2.
Tel:+94 11 2 314 170 /8
Fax:+94 11 2 314 180

Trading Members Debt and Equity
Capital Alliance Securities (Pvt) Ltd. SMB Securities (Pvt) Ltd.

Level 5, "Millennium House", 46/58 No. 47, Dharmapala Mawatha,
Navam Mawatha, Colombo 2. Colombo 3.
Tel:+94 11 2 317 777 +94 11 4 388 138
Fax:+94 11 2 3177 88 Fax: +94 2 339 292
First Guardian Equities (Pvt) Ltd. Taprobane Securities (Pvt) Ltd.

32nd Floor, East Tower, World Trade Centre, 2nd Floor,
Echelon Square, Colombo 1. No. 10, Gothami Road,
Tel: +94 11 5 884 400 Colombo 08.
Fax: +94 11 5 884 401 Tel: +94 11 5 328 200
Fax: +94 11 5 328 277
Candor Equities Ltd. Serendib Stock Brokers (Pvt) Ltd.

Level 8, South Wing, No. 156, 3rd Floor, Walukarama Road,
Millennium House, 46/58 Nawam Mawatha, Colombo - 03.
Colombo 02. Tele : +94 11 2 565 635
Tel: +94 11 2 359 100 Fax : +94 11 2 565 604
Fax: +94 11 2 305 522
IIFL Securities Ceylon (Pvt) Ltd. TKS Securities (Pvt) Ltd.

27th Floor, East Tower, 19-01, East Tower,
World Trade Centre, Echelon Square, World Trade Centre, Echelon Square
Colombo 1 Colombo 1.
Tel: +94 11 2 333 000 Tel: +94 11 7 857 799
Fax: +94 11 2 333 383 Fax: +94 11 7 857 857
Richard Pieris Securities (Pvt) Ltd. Claridge Stockbrokers (Pvt) Ltd.

No. 55/20, Vauxhall Lane, Colombo 02. No.10 Gnanartha Pradeepa Mawatha,
Tel: +94 11 7 448 900 Colombo 8.
Fax: +94 11 2 330 711 Tel: +94 11 2 697 974
Fax: +94 11 2 689 250
New World Securities (Pvt) Ltd Softlogic Stockbrokers (Pvt) Ltd

2nd Floor, 45/2, Braybrooke Street, No.06, 37th Lane, Queens Road,
Tel: +94 11 2 358 700 / 20 Tel: +94 11 7 277 000
Fax: +94 11 2 358 701 Fax: +94 11 7 277 099
LOLC Securities Limited First Capital Markets Limited

Level 18, West Tower, World Trade Centre, No.02, Deal Place,
Echelon Square, Colombo 1. Colombo 03.
Tel: +94 11 7 880 880 Tel: +94 11 2 639 898
Fax: +94 11 2 434 771 Fax: +94 11 2 639 819

Annexure III
Custodian Banks

Bank of Ceylon Banque Indosuez
Head Office, C/O Hatton National Bank PLC,
11th Floor, Cinnamon Garden Branch,
04, Bank of Ceylon Mawatha, 251, Dharmapala Mawatha,
Colombo 01 Colombo 07
Tel: 011 2317777, 011 2448348 Tel: 011 268 6537, 011 268 9176
Citi Bank Commercial Bank of Ceylon PLC

65 C, Dharmapala Mawatha, Commercial House,
P.O. Box 888, 21, Bristol Street,
Colombo 07 P.O. Box 853,
Tel: 011 244 7316/8, 011 244 7318, 011 244 9061, Colombo 01
011 232 8526, 011 479 4700 Tel: 011 244 5010-15, 011 238 193-5
Deutsche Bank Hatton National Bank PLC

P.O. Box 314 HNB Towers,
No. 86, Galle Road, 479, T.B. Jayah Mawatha,
Tel: 011 244 7062, 011 243 8057 Tel: 011 266 4664
Nations Trust Bank PLC National Savings Bank

242, Union Place, Savings House
Colombo 02 255, Galle Road, Colombo 03
Tel: 0114 313131 Tel: 5 730081-5
Th e Hong Kong and Shanghai Banking People’s Bank

Corporation Limited Head Office, 5th Floor,
24, Sir Baron Jayathilake Mawatha, Sir Chittampalam A Gardiner Mawatha
Tel: 011 232 5435, 011 244 6591 Tel: 011 278 1481,011 2446316
Pan Asia Bank Sampath Bank PLC

450, Galle Road 110, Sir James Peiris Mawatha,
Tel: 011 2 565565 Tel: 011 533 1458
Seylan Bank PLC Standard Chartered Bank

Level 8, Ceylinco Seylan Towers, 37, York Street,
90, Galle Road, P. O. Box 112,
Tel: 011 245 6789, 011 470 1812 Tel: 011 479 4400, 011 248 0000
State Bank of India Union Bank of Colombo PLC

16, Sir Baron Jayathilake Mawatha, No 15A, Alfred Place,
Tel: 011 232 6133-5, 011 243 9405-6 Tel: 011 2 370 870

NO. 02 DEAL PLACE
COLOMBO 03.
TEL: 0112689898
FAX: 0112639819
www.firstcapital.lk

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FIRST CAPITAL HOLDINGS PLC

DEBENTURE ISSUE- 2014

MANAGERS TO THE ISSUE: FIRST CAPITAL LIMITED

AN INITIAL ISSUE OF FIVE MILLION (5,000,000) RATED, SENIOR, UNSECURED,

TO BE LISTED ON THE MAIN BOARD OF THE

Rated BBB+ by RAM Ratings Lanka Limited

ISSUE OPENS ON 04 MARCH 2014

MANAGERS TO THE ISSUE:

FIRST CAPITAL LIMITED

This Prospectus is dated 13 February 2014

Registration of the Prospectus

FIRST CAPITAL HOLDINGS PLC – DEBENTURE ISSUE - 2014 2

PLEASE NOTE THAT DEBENTURE CERTIFICATES SHALL NOT BE ISSUED.

FIRST CAPITAL HOLDINGS PLC – DEBENTURE ISSUE - 2014 3

Issuer First Capital Holdings PLC

Place of Incorporation Colombo, Sri Lanka

Company Registration Number PQ 44

Credit Rating BBB+ (lka) from RAM Ratings Lanka Limited.

Head Office and Registered Office First Capital Holdings PLC

Secretary to the Company KHL Corporate Services Limited

Auditors/Reporting Accountants to the Company M/s. KPMG

Rating Agency RAM Ratings Lanka Limited

Principal Banker to the Company Seylan Bank PLC

FIRST CAPITAL HOLDINGS PLC – DEBENTURE ISSUE - 2014 4

Managers to the Issue First Capital Limited

Lawyers to the Issue M/s. Nithya Partners

Registrars to the Issue Business Intelligence Limited

Trustees to the Issue Bank of Ceylon

Bankers to the Issue Seylan Bank PLC

FIRST CAPITAL HOLDINGS PLC – DEBENTURE ISSUE - 2014 5

Issuer First Capital Holdings PLC

Instrument Rated, Senior, Unsecured, Redeemable Debentures

Instrument Type Rated, Senior, Unsecured, Redeemable three (2014/2017), four

Number of Debentures to be Issued 5,000,000 (Five Million) Debentures

Face Value LKR 100/- per each Debenture

Issue Price LKR 100/- per each Debenture

Tenure of Debentures Type Tenure (Years)

Issuer Rating BBB+ (lka) from RAM Ratings Lanka Limited

Instrument Rating BBB+ (lka) from RAM Ratings Lanka Limited

Opening Date 04 March 2014

Closing Date 21 March 2014

Interest Rate Options Type Tenure Interest Rate Frequency

FIRST CAPITAL HOLDINGS PLC – DEBENTURE ISSUE - 2014 6

Redemption/Maturity Date On completion of 3 years, 4 years and 5 years respectively from

FIRST CAPITAL HOLDINGS PLC – DEBENTURE ISSUE - 2014 7

AER - Annual Effective Rate

ATS - Automated Trading System of the Colombo Stock Exchange

AWPLR - Average Weighted Prime Lending Rate

CDS - Central Depository Systems (Private) Limited

CSE - Colombo Stock Exchange

EPS - Earnings Per Share

EBITDA - Earnings Before Interest, Taxes, Depreciation and Amortisation.

FYE - Financial Year Ended

ICT - Information and Communication Technology

Issuer - Issuer of Debentures

LKR, SLR, or Rs. - Sri Lankan Rupees

POA - Power of Attorney

RTGS - Real Time Gross Settlement