Ceylon Development Fund Ltd, is a private equity firm seeking to make growth capital investments in promising, early middle-market companies operating in a variety of industry sectors. We elect to partner with management to capitalize on unique opportunities in the marketplace and endeavor to build value through sustained and profitable growth. As a Joint Venture member of European Equity investment group focusing on investments in the emerging Sri Lankan market, we at Interlink Group of companies share a long-standing commitment to pioneering and innovation along with the support and services of a large organization.

Interlink with our British shareholders Taylor Walker Ltd is part of the group of privately held companies which are wholly owned subsidiaries of Interlink. Interlink with Ceylon Development Fund are a diversified holding company directed by group of professionals, with its major subsidiaries looking for investment opportunities in tourism, boutique hotel, property development and wind power generation, real estate development and private investment.

The Company has been incorporated as a Private company under CR 47853 dated September 2006 according to the Companies Act 17 of 1982 in the Democratic Socialist Republic of Sri Lanka with the written approval from the BOI and SLTB.
The registered office of the Company is at, Block A10, 650, Galle Road, Ratmalana, Sri Lanka.

The authorized share capital of the Company is Rupees One Hundred Billion (SLR 100,000,000,000/-) divided into Ten Billion (SLR 10,000,000,000) shares of par value rupees Ten (SLR 10/-) each.
DBR reserves the right to change the name of the Company at its sole discretion prior to the issue of Shares to Investors.

THE ARTICLES

There follows a summary of the principal features of the Articles that have been adopted by the Company. This summary is not, and does not purport to be, in any way complete. Potential investors are advised to review carefully the complete set of Articles available at the principal office of DBR at, A2, Matha Road, Colombo 8, Sri Lanka.

SHARES

The shares in the capital of the company shall be at the disposal of the Board and it may allot grant options over or otherwise deal with or dispose of them to such persons upon such terms and conditions which the board may in its absolute discretion deem fit.

TRANSFER OF SHARES   (Articles related to the Transfer of Shares are required to be amended in order to accommodate free transfer of Shares)

• Subject to such restrictions in the Articles as may be applicable all transfers of shares may be done by instrument in writing in any usual or common form or in any other manner which the board may approve and shall be under hand only.

• No transfer of shares shall be made or registered without the previous sanction of the board. The board may in its absolute discretion and without assigning any reason therefore decline to register any transfer of any share or shares whether or not it is a fully paid share.

• The instrument of transfer of any share shall be signed by or on behalf of the transferor or the transferee and the transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the register of members in respect thereof.

• Where a member for any reason whatsoever requires his shares to be disposed of he shall not see or transfer such other than:

1. to a Director of the Company
2. to a member of the Company
3. to any child wife or husband of such member or;
4. to such other person as may be approved by the Directors

• The purchase price of the shares shall be:

1. Such price as may be mutually agreed upon by the transferor and the transferee.
2. Such price as certified by the company’s auditors for the time being as the fair or market value of the said shares which value shall be acceptable by the transferor and transferee.

BOARD OF DIRECTORS

Excepted as required by Sri Lankan law or the provision of the Memorandum and Articles, the conduct of the business of the Company is the responsibility of the Board.

SHAREHOLDERS’ RIGHTS

The holders of the Shares shall be entitled to participate in dividends available for distribution and resolved to be distributed by way of interim or final dividend at such times as the Directors may determine.

INDEMNIFICATION

Subject to the provisions of the statute every Director Chief Executive Officer, Manager Secretary Auditor or other officer of the company shall be entitled to be indemnified by the company against all acts charges, losses expenses and liabilities incurred by them in the execution and discharge of their duties and in relation thereto.

MEMORANDUM OF ASSOCIATION

The Company’s Memorandum of Association provides the primary objectives for which the Company is formed, which is, “To promote establish and engage in the business of operating and managing tourism projects consisting luxury resorts villas kabanas club houses marinas and boutique hotels to be so operated and managed under established internationally branded leisure or hotel management companies”.

SUBSEQUENT PLACEMENT OF SHARES

The Directors appointed by the Shareholders have the power to determine whether the Company should issue further shares. Such share issues by the Directors will only proceed if in the Directors’ opinion the share issue will be in the best interests of the existing Shareholders.

PRINCIPAL DOCUMENTS

The Principal Documents relevant to the incorporation, establishment of the Company and the relationships between the key parties involved in this investment and their respective rights and obligations are as follows:

• Articles of Association
• Memorandum of Association
• Subscription Agreement

This Private Placement Memorandum should be read in conjunction with the Principal Documents, which should be studied in detail by potential investors. To the extent that there is any inconsistency between the Private Placement Memorandum and the Principal Documents, the Principal Documents shall prevail. Those concerned may inspect copies of these Principal Documents at the offices of ACP, by appointment, during normal business hours during the Subscription Period.

FINANCIAL YEAR

The Company’s first financial year will end on …………….. and thereafter will begin on 1st April and end on the 31^st March of each year.

DISTRIBUTION TO INVESTORS

Any distributions made from time to time to Investors in accordance with this Private Placement Memorandum shall be made in accordance with the Articles within 14 days of the Directors resolving to make such distribution.

Investment Criteria

CDF Equity is focused on small companies that have great growth potential in Sri Lanka with EBITDA greater than Rs: 10 million for a foundation portfolio company. The Firm is focused on Leisure & Tourism with companies who have proven best practices that can take advantage of industry dynamics. We have investments in construction, property development, luxury villas and ancillary industries. We are highly opportunistic in seeking out our investments and are not restricted by industry preference.

Central to any investment consideration is a strong, experienced management team. Management must possess both in-depth knowledge of its business, industry and country situation with an ability to execute a detailed growth strategy. Each company should have a stable market position relative to its competition, as well as demonstrable strategic and/or competitive advantages. The effective value of the acquisition or investment must be attractive relative to historic earnings, cash flow, and future potential. Growth classically comes due to the fragmented nature of the industries capital CDF Equity focuses on. Acquisition opportunities, regardless of their maturity, must be a possibility for each portfolio company

Investment Management

We offer a comprehensive range of investment management advice that spans tax-efficient investments, inheritance tax relief and international investment portfolios.

The knowledge and experience of our investment teams enable us to structure a portfolio that contains the right combination of products and services for each client’s financial situation.

Our investment services are available on both a discretionary and Advisory basis. Discretionary Management is our core service and allows client to hand over day-to-day investment decision making on their portfolio to our experienced Investment Managers. Our Advisory Management service is aimed at clients who wish to make their own investment decisions and want access to professional advice.

For further information please contact us.

Financial Planning

In an increasing complex marketplace where cash is scarce and values fluctuates careful investment in development planning is the key to protecting the long-term future of your family or your investment in property. Ceylon Development Fund’s team of professional investment planners has the knowledge and experience to deliver clear, expert guidance on matters ranging property development, CDF Real Estate Investment, Buy a Holiday Villa to Building your our Holiday Home. For each client, we build a clear understanding of your needs before searching the whole market to source the most suitable products and services. As an independent private client investment manager, we are very well placed to offer unbiased financial advice.

Our Mission

Our Vision