Judging from the statements and declarations by political and business leadership in the country, Camper and Nicholsons seems to be “the next best thing after sliced bread” and “investors” such as Viktor Kozenzy a.k.a. the Pirate of Prague, Ekram Miller and his Intercontinental, Bru Pearce and Poole Capital and the more recent “millionaires” such as Peter De Savary (Port Louis), Mike Pemberton(Cinnamon 88) and Paul Taylor (Levera Resorts Inc) - to whom the New National Party administration sold Grenada lock, stock and barrel. Remember when the then Minister of Finance, Anthony Boatswain boasted in his 2007 Budget presentation that Grenada was being described as a millionaires paradise?! However, none on the Camper and Nicholsons “band wagon” – be it political directorate, business interests or media - seem to know anything about the company(?) other than the fact that they are a big name in yachting with “big money”(?). It really would help informed discussion if an economic and financial analysis of the proposed Port Louis marina were presented to we the people. In the meantime, compliments Google, Citizens in Defence of Grenada’s Lands and Heritage has acquired the following information (and offered some commentary) which it is pleased to share with “we the people” who may be so interested. Please note that “we the people” refers only to those who so wish to be associated. 1. Camper and Nicholsons: Camper and Nicholsons has been a family name synonymous with yachting for over 225 years. It began as a boat building business back in 1782 and became world famous for the building of yachts. But all of that is passé. Deals, splits, mergers and acquisitions have changed the complexion of ownership. So next time any advisor/decision-maker is being wined and dined over at the Port Louis marina and shown the impressive “ big book” be aware that the Camper and Nicholsons of today is a NAME/BRAND that is now owned by one, Nick Maris. Camper and Nicholsons Yachting, the yacht builders and naval architects, are now owned by Italian industrialist Salvatore Ferragamo's Nautor Group while Camper and Nicholsons International Ltd., the yacht brokers, charterers and managers, are now owned by the French Rodriguez Group. Camper and Nicholsons Marinas is the marina consultancy, marina management, marina development and marina/waterfront real estate business with which Nick Maris is associated as a shareholder and director. 2. Nick Maris: It appears that Camper and Nicholson is now Nick Maris. Mr. Maris has had a long association with the Camper and Nicholsons Group which he joined in 1981 as an investor and non-executive director and within which he has held various executive positions since 1983. The January 2007 Admission Document, prepared by Camper and Nicholsons Marina Investments Ltd. (CNMI), to facilitate the listing of its 50 million shares on the Alternative Investment Market(AIM), provided the following information on Mr. Maris: • Chairman and beneficial owner of Camper and Nicholson Marinas – According to the CNMI chart, Structure and Board ( on the Camper and Nicholsons Marinas website) , C&N Marinas is a holding company registered in Malta which owns C & N Caribbean Holdings Ltd. (registered in the Bahamas) which owns the Port Louis Marina. • Chairman of Camper and Nicholson (Designs) Ltd., owners of the Camper and Nicholson trade marks • Chairman and significant shareholder in Grand Harbour Marina in Malta. • Was director and then chairman of Camper and Nicholson Yachts Ltd. (yacht builders and naval architects) • From 1988 to 1992 was chairman of Camper and Nicholson International Ltd.(yacht brokers, charterers and managers) 3. Camper and Nicholson in Grenada: 3.1 Port Louis Acquisition: We the people were first introduced to Camper and Nicholsons through an RNS press release of December 27th, 2007 which announced that Camper and Nicholson Marina Investments Ltd. (CNMI or the Company), the AIM-listed Guernsey- based specialist marina company had exchanged contracts to acquire the marina at Port Louis and certain marina related real estate for US$24m from Port Louis Ltd. and Port Louis Trading Ltd. According to the release, the Investment Advisor, Camper and Nicholson Marina International Ltd ( C&N) was instrumental in originating the acquisition of the marina at Port Louis and in providing the technical and financial due diligence required for successful completion. Camper and Nicholson Marina International Ltd. would continue to have a hands-on role in the ongoing operation, marketing and promotion of the marina at Port Louis. The release quoted Nick Maris, Chairman of Marina Management International Limited (CNMI's Manager), as follows, "With this acquisition we have now committed around Euro45m representing about 45% of CNMI's current total investment capacity”. Note carefully the following: • Camper and Nicholson Marina Investments Ltd. – the Company • Camper and Nicholson Marina International Ltd. – Investment Advisor • Marina Management International Ltd.- CNMI’s Manager 4. Camper and Nicholson Marina Investments Ltd: 4.1 Incorporation/Registration: Camper and Nicholson Marina Investments Ltd. is a close-ended limited liability company, incorporated on October 20th, 2006, and registered in Guernsey. (Guernsey is an offshore jurisdiction.) According to the Admission Document, the investment objective of CNMI is to generate returns to shareholders through a diversified portfolio of global marina investments – based on research which has indicated that demand continues to exceed supply for marina berths while new marina development was restricted due to geographical limitations, development costs, and environmental and planning rules. The demand for marina berths had increased over the past few years as a result of the explosion in global yacht production. Grenada must be a “god-send” for this company given our lax planning rules and our disrespect/disregard for our environment notwithstanding our peculiar vulnerabilities as a small island developing state. With the threats of sea-level rise posed by climate change, countries all over the world, and particularly island states, are being very circumspect with respect to further coastal developments. Yet in Grenada, for nearly every cove on the east coast, there is an existing marina or a planned marina development. 2. AIM Listing: CNMI was admitted to the Alternative Investment Market (AIM) of the London Stock Exchange AIM Listing in January 2007 where it listed 50 million shares at a price of Euro 1 per share. The following are interesting comments noted in the Admission Document for AIM Listing, ( Risk Factors, General, pg. 7): • The Company, i.e. Camper and Nicholsons Marina Investments, is new and has no operating history. • The Manager is recently formed and has no operating history. • The Investment Advisor was also referred to as “recently incorporated company ( ref. Lack of operating history, pg. 13) It is also useful to note that AIM securities are not admitted to the Official List of the United Kingdom Listing Authority (Ref. Admission Document, pg. 1) 3. Management: 3.1 The Manager – Marina Management International Ltd. The management of CNMI ‘s investments was entrusted to Marina Management International Ltd., a company incorporated in Malta on 20th September 2006 to offer specialist and financial management services to CNMI. The directors of this company were: (i) Nicholas Maris, Chairman and Chief Executive Officer (ii) Nicholas Papanicolaou (iii) Sir Christopher Lewinton (iv) Daniel Mead Messrs. Maris, Papanicolaou and Lewinton were also the principal owners of Marina Management International Ltd. and intended to subscribe to €2m of the 50 million share placement. Mr. Maris owned 70 percent of the issued share capital of Marina Management International Ltd. and was cousin to Mr. Papanicolaou. A management fee of 1.85 percent of the Net Asset Value of the company was payable per annum. A performance fee was also payable and was linked to the Total Return per Ordinary Share over the course of a performance period. 3.2 Investment Advisor - Camper and Nicholson Marinas International Ltd.: • Camper and Nicholson Marinas International Ltd. was the Investment Advisor to CNMI • The Chairman and Chief Executive Officer of the Investment Advisor was Nick Maris ( ref. Notice of Extra ordinary General Meeting, pg. 6, Introduction.) • The Investment Advisor was a limited liability company incorporated in Malta (( Ref. Notice of Extra-ordinary General Meeting, Nov. 8th, 2008 pg. 7, Information on the Manager Group) • The Investment Advisor was owned by Camper and Nicholson Marina Holdings, ( Ref. Notice of Extra-ordinary General Meeting, Nov. 8th, 2008 pg. 8, Information on the Manager Group) • Camper and Nicholson Marina Holdings was owned 100 percent by Nick Maris family interests ( Ref. Notice of Extra-ordinary General Meeting, Nov. 8th, 2008 pg. 7, Information on the Manager Group) • Other directors of the Investment Advisor were:- David Mead, Alain Guidine, Jack Kyriacou, Jeff Houlgrave and Bill Green.( Ref. Admission Document, pg. 35, Investment Advisor) The Company, CNMI, and the Manager, Marina Management International Ltd. (chairman and CEO and principal shareholder, Nick Maris), entered into an Investment Advisory Agreement with Camper and Nicholson Marinas International Ltd.,(chairman and CEO Nick Maris, shareholders, Nick Maris family interests ), pursuant to which the Investment Advisor would provide the following services, among others for the Company, CNMI: • Sourcing and analyzing potential investment opportunities for the Group • Provide general marina investment and management advice and related services in respect of the Company’s investments • Assisting with negotiations in respect of investments • Monitoring the company’s investment during the life of the company The Manager would be responsible for the payment of fees to the Investment Advisor under the Investment Advisory Agreement.( ref. Admission Document, pg. 36, Performance Fees) 4. Acquisition of CNMI’s Marina Assets: In February 2007, CNMI had raised the net amount of 47.6 million euros from the sale of 50 million ordinary shares via AIM. This capital was used to acquire the following three (3) marinas – Grand Harbour in Malta, Cesme in Turkey (a joint venture arrangement) and Port Louis in Grenada. 4.1. Acquisition of Grand Harbour Marina, Malta: It would appear that the first marina acquisition of CNMI was the Grand Harbour Marina in Malta, a marina which had opened in 2005. • Controlling interests in this property was acquired by Camper and Nicholson Marina Investments. • At the time of acquisition, Grand Harbour was also managed by Camper and Nicholson Marina International, (chairman and CEO, Nick Maris.), the Investment Advisor of CNMI. • At the time of acquisition, Nick Maris was also the Chairman and 21% shareholder of Grand Harbour Marina. • Thus it would appear that the Investment Advisor (Chairman and CEO, Nick Maris) advised the Manager, (Chairman, CEO and principal shareholder, Nick Maris) to acquire Grand Harbour,(Chairman and 21% shareholder, Nick Maris). One might describe this transaction and relationship as the Nick Maris Trinity – Maris the Manager, Maris the Investment Advisor and Maris the significant shareholder. For unsophisticated and unschooled minds in the art of business and finance, these transactions are somewhat confusing. Can the corporate lawyers, accountants and political advisors explain to we the people the significance of these transactions? 4.2. Cesme, Turkey: Cesme Marina was acquired through a 25 year Build. Operate and Transfer contract with a joint venture partner IC Holdings. It would seem that prior to acquisition by CNMI, a member of the Camper and Nicholson Group was one of the joint-venture partners. Again, it would seem that the Investment Advisor advised the Manager to purchase from the Shareholder(s). Very worthy of note is that the Cesme agreement expires after 25 years. On expiry, ALL interest in the Marina, its fixtures and fittings will revert to the Turkish Government, free of consideration or compensation. BRAVO!! That appears to be a government looking out for the interests of Turkey!! 4.3. Port Louis, Grenada: CNMI acquired Port Louis marina from Port Louis in December 2007 for US$24 million. The property is occupied by way of a 99 year lease from the Government of Grenada which expires in 2105 but is renewable at that time for a further 99 years (according to the Preliminary Accounts 2008). Compare this agreement with the agreement re the Cesme Marina Turkey. It would seem that our Grenadian authorities could learn a thing or two from Turkey in dealing with sophisticated, international “big money’”(?) companies – assuming that they are interested in learning! 5. Internalisation of Management: The CNMI “internalized” its management in December 2008 by acquiring its Manager and Investment Advisor. • A notice of Extra-ordinary General Meeting, Letter from the Chairman – 28th November, 2008, set out the proposal and time table for “internalization of management” which was completed on December 19th, 2008. • CNMI acquired its Manager, Marina Management Int. Ltd.,( Chairman and Chief Executive Officer and 70 percent shareholder, Nick Maris) and Camper and Nicholson Marina Holdings Int. (Chairman Nick Maris and shareholders Nick Maris family interests 100%), owners of its Investment Advisor, Camper and Nicholsons Marina International Ltd. ( Chairman and CEO, Nick Maris) for a consideration of 4,175,000 shares. • It also acquired the net indebtedness (some 2.5.million euros) of the Manager - Marina Management Int. Ltd. - to Nick Maris and his related parties and agreed to procure repayment for one million euros following the completion of acquisition. • The balance of the loan, some 1.5 million euros was to be restructured as a loan to the company at a rate of 2.5 % over Euribor • Service Arrangements: The key managers of the Manager Group – the Manager and Investment Advisor – would enter into new service contracts or consultancies with one or more members of the Enlarged Group, i.e. the Company and its subsidiaries after the completion of internalization. Can the corporate lawyers, accountants and political advisors explain to we the people how the new arrangement is different from the agreements that existed before with the Manager and the Investment Advisor? • Nick Maris would serve as Chairman and CEO of the Company’s, i.e. CNMI’s, principal subsidiaries. But prior to internalization, wasn’t Nick Maris already the Chairman and CEO of the Investment Advisor, Camper and Nicholson Marina International which is now a subsidiary and part of the enlarged group? • Incentive Arrangements: The company would purchase up to 1,325,000 Founder Shares and award them to key employees (other than Nick Maris) so they could have a personal financial stake in the company. These shares would also be available to persons providing consultancy services to the company. • Trade Mark Licensing: The Camper and Nicholson brand is owned by Camper and Nicholson (Designs) Ltd. substantially owned by Nick Maris family interests. Under the new arrangements, the Company, CNMI, would be a beneficiary of an exclusive, perpetual global licence of the Camper and Nicholson brand and related trade marks for use in connection with marinas and marina related services. Royalties would be payable by Camper and Nicholson Marina Investments Ltd. to Camper and Nicholson (Designs) Ltd.(chairman, Nick Maris). • The royalty is 0.25 percent of the marina related turn over of each marina owning entity until January 2015, after which the royalties will be 1.5 percent of the marina related turnover of each marina owning entity. • Each marina owning entity? So what has changed? According to the licensing agreement, before internalization, the licence was granted to a Special Purpose Vehicle (SPV) for the purposes of investment in, ownership and operations of marinas at the rate of 0.25 % of marina related turnover till January 2015. • In the case of Port Louis, according to the Camper and Nicholson Marina Investments organizational chart, Port Louis Marina seems to be owned by the special purpose vehicle, C& N Caribbean Holdings Ltd.(Bahamas), a subsidiary of C&N Marinas (Malta) Ltd, managed by C& N Marinas International Ltd.(Malta). What are the implications of these layers of ownership for the shareholders of the company and for the country in which the marina asset is located? Who/what are our regulatory bodies really dealing with? Who/what really bought the Port Louis marina from Peter De Savary’s Port Louis? • Board of Directors: Following the completion of “internalisation’, one Sir Christopher Lewin was appointed Chairman of the Board of Directors. He was considered an independent Director, notwithstanding his short term involvement with the Manager (i.e. as a director/shareholder of Marina Management International Ltd.) • Nick Maris was also appointed to the Board of Directors but not as an independent director given his role as Chairman and Chief Executive Officer of the Company’s Enlarged Group subsidiaries. The following were listed as Mr. Maris’ current ( at the time of internalization, December 2008) directorships and partnerships. - Accession Fiscal Services Ltd. - Camper and Nicholson Caribbean Holdings Ltd. - Camper and Nicholson (Designs) Ltd. - Camper and Nicholson Grenada Ltd. - Camper and Nicholson Grenada Services Ltd. - Camper and Nicholson Holdings Ltd. - Camper and Nicholson Marina Holdings Ltd. - Camper and Nicholson Marinas International Ltd. - Camper and Nicholson Marina Investments Ltd. - Camper and Nicholson Marinas Ltd. - Marina Management International Ltd. - Maris Marine Ltd. - Maris Technology Ltd. - Maris Ltd. - Morland Navigation (London) Ltd. • Nick Maris and Nick Maris’ interests owns 5.5 % of the ordinary shares of the Company. 6. Structure and Board: The chart on the Camper and Nicholson’s Marinas site identifies Camper and Nicholson Marinas International Ltd. (Malta) as the company’s internalized management subsidiary and the following as Special Purpose Vehicles which own the marina assets: (i) C&N Marinas Malta Ltd. which owns C&N Caribbean Holdings Ltd.(Bahamas) which owns the Port Louis Marina (ii) Grand Harbour Marina plc (Malta) which owns the Grand Harbour Marina (Malta) (iii) Cesme Marina Yatrim Turzm which owns Cesme Marina (Turkey) 7. Subsidiaries: The site www.google.co.uk/finance?q=LON:CNMI notes as follows: ”The Company’s investment advisor is Camper & Nicholsons Marinas International Limited. The Company’s subsidiaries include Camper and Nicholsons Marina (Malta) Ltd., Camper and Nicholsons Caribbean Holdings Ltd., Camper and Nicholsons Grenada Ltd., Camper and Nicholsons Grenada Services Ltd. and Grand Harbour Marina plc. On December 19th, 2008, the Company acquired 100% interests of Camper & Nicholson Marina Holdings Limited Group and Marina Management International Ltd.” Are Special Purpose Vehicles the same as subsidiary companies? 8. Shareholders: The website advises that the following are the shareholders of CNMI 50.000,000 shares that were issued via the Alternative Investment Market (AIM): SHAREHOLDER SHARES OWNED Deutsche Bank AG, 17.95% F&C Asset Management Limited, 9.23% Henderson Global Investors Limited, 8.70% UBS Global Asset Management (UK) Ltd 8.29% Berenberg Lux Invest S.A., 3.51% Universities Superannuation Scheme, 7.38% Moore Europe Capital Management LLP 5.81% Nicholas Maris* 6.38% Total Number of Shares 54,175,000 Number of Shares not in public hands 35.19% * in addition to Nicholas Maris’s holding above, a further 2,082,142 (3.84% of issued share capital) is held by First Island Trustees Limited as trustees for Maris Settlement, a discretionary trust of which Nicholas Maris is one of the beneficiaries. The Directors of the Company directly or indirectly hold 7,237,142 shares (13.36% of the issued share capital) Employees and the Employee Benefit Trust hold 1,302,500 shares (2.40% of the issued share capital) 8.1. Deutche Bank AF Holdings: The holdings of the shareholder Deutche Bank AG holdings was held among its subsidiaries as follows: (i) Deutche Asset Management, Australia - 5.17% (ii) Deutsche Investment Management Americas - 6.09% (iii) RREEF Limited 3,426,721 - 6.32% (iv) DWS Investment S.A Luxembourg 200,000 - 0.37% The following is a notice on the home page of DWS INVESTMENTS – Deutche Bank Group: Important Legal Disclaimer Access to products and services displayed on this and linked sites hereafter may be restricted to certain persons or in some countries. Securities shown on these sites shall not be offered or sold to any persons prohibited by the law in their country of origin or in any other relevant country. In particular US persons (natural persons and legal entities) are forbidden from viewing further pages.(my emphasis) These materials and any products described herein are not being offered or targeted to US persons. Access of the information available on further web pages by US persons is forbidden. Can the corporate lawyers, accountants and political advisors explain to we the people the significance of this legal disclaimer? Is it of any significance vis-à-vis CNMI? Why would the products and services offered on this site restricted to certain persons/some countries? 9. CNMI (RNS Number: 4211P) Preliminary Annual Accounts 2008: The following information from the CNMI Preliminary Annual Accounts 2008 was noted: 9.1. Internalisation of Management: • There was the internalisation of management: Under conditional agreements entered into on 24th November 2008 between the Company and, inter alia, Nicholas Maris, the Company agreed to acquire the whole of the issued share capitals of Marina Management International Limited ("MMIL") and Camper & Nicholsons Marina Holdings Limited ("C&N") and was granted an exclusive, perpetual Trade Mark licence for the use of the Camper & Nicholsons brand name in relation to marinas by Camper & Nicholsons (Designs) Limited ("CND"). • The agreements became unconditional and were completed on 19th December 2008 for a consideration of the issue of 4,175,000 shares which were admitted to AIM listing on December 22nd, 2008. • At the time the agreements were entered into, Mr Maris was Chairman and Chief Executive of MMIL, C&N and CND and was a significant shareholder in those companies (either directly or through controlled entities or family trusts). • Through this internalization, the company acquired a new business of Camper and Nicholson Marinas Intl. – the management of 3rd party marinas, requiring modest capital and capable of significant growth and profits. • With internalization, the interests of the shareholders, the Board of Directors and Management are now fully aligned and help in growing the business and meeting the needs of shareholders. • Loan from Maris Marine Limited: As at 31st December 2008, the Company had a loan of €1,502,000 from Maris Marine Limited, a company in which Nicholas Maris has a significant equity interest. The loan is repayable by installments of €500,000 on 30 June and 31 December, the first such installment to be paid on 30 June 2011. The Company may, in its discretion, accelerate any or all of the repayments (in whole or in part). The loan is subject to immediate repayment in the event of a sale or on a change of control of the Company. Interest is payable semi-annually on the loan at the rate of 2.5 per cent above Euribor. The loan is secured by a charge in favour of the lender over the shares that the Company or its subsidiary owns in the Camper & Nicholsons Marinas International Limited and Marina Management International Limited. 9.2. Grand Harbour Marina, Malta: • At Grand Harbour, CNMI’s only fully operational marina, business is divided into two components: o Sale of superyacht berth licences typically for periods of 25 years o Rental of berths, mostly <25 metres for periods of up to one year • During 2008, revenue of Euro 1 million was generated with the sale of two (2) 30m long term berths. • Revenue other than berth sales rose to Euros 1.5 million due to maintaining full occupancy and tariff increases. • A planning application was been made to reconfigure the existing 2 berths of 100 metres in length, to yield a new 90 metre berths and two 130 metre berths. 9.3 Cesme Marina, Turkey: • Hand over of the site occurred in July 2008 and was delayed because of title issues relating to a small part of the marina’s overall land area (according to the business review). Does CNMI make a habit of “title issues”? The same could apply to the Lagoon Park and foreshore. • Construction is now planned to start so as to open for the 2010 season. • At 31st December 2008, the property was valued in the sum of €3.3 million as a fully operational business entity with reference to its trading potential 9.4 Port Louis, Grenada: • The acquisition was completed on January 18th 2008 for the price of US$24 million. Was the acquisition the disputed lots C, D and E which were apparently conveyed for EC$1 by the then Government of Grenada? • The marina was in a development phase in 2008. • Capital expenditure of US$10.7 million was incurred for completion of the necessary infrastructure and on the creation of 10 super yacht docks for November 2008, the start of the yachting season. • 280 berths, ranging from 10m to 40m, are expected to be completed for the start of the 2009 season. 280 berths to be built? In which part of the Lagoon? • In October 2008, negotiations were successfully completed with the Bank of Nova Scotia for US$25 million loan facility for construction of the Port Louis facility – a bank loan in respect of Camper & Nicholsons Grenada Limited ("CNGL"). Is it merely co-incidence that there is a Bank of Nova Scotia in Grenada? • During 2008, US $11.7 million was drawn down against this facility. • US $7 million is being held as cash collateral against the loan. • Even before the berths have been constructed at Port Louis, contracts have been agreed for the 30 year licences of 2 berths representing total revenues of US$0.4 million. (Payments become due when associated berths are completed so these revenues were not included in the 2008 figures.) • These contracts were concluded at a price of US$2,000 per square metre, in line with management expectations at the time of the acquisition. • But the Basis of preparation of accounting policies notes the following in respect of Licensing of super yacht berths: Super yacht berths are licensed to berth holders on terms which transfer substantially all the risks and rewards incidental to ownership. They are therefore classified as finance leases. All amounts receivable under such contracts are collected at the outset of the contract. Revenue from such licensing over long term periods is recognised in full in the consolidated income statement on signing of the licensing contracts. • The completed marina will contain 51,000 square metres of berths with a capacity of about 380 boats. • At 31st December 2007 CB Richard Ellis valued the Port Louis marina in its then existing state at US$27.3. At 31st December 2008, CB Richard Ellis valued at US$27.9 million based on reduced property yields and generally weaker economic conditions. It would seem that by its own valuation, Camper and Nicholson did not add significant value to the Port Louis marina during 2008 in spite of the US$10.7 m in infrastructural work and the Camper and Nicholson name/brand. • Expenditure was incurred on marketing to promote the marina and staff to meet client needs. It is reasonable to assume that technical and political advisors, in particular, should be in a position to provide we the people with answers to the following queries: - How much expenditure was incurred on marketing? Who are the staff? What are the levels of salary? How many of the staff are paying income taxes or are most of these staff also enjoying tax concessions? 9.5. Statement of Compliance: • According to the Statement of Compliance , Camper & Nicholsons Marina Investments Limited ('CNMI' or 'the Company') - Preliminary Results for the year to 31 December 2008., refers to the consolidated financial statements of the Group – the Company and its subsidiary undertakings: (i) Camper and Nicholsons Marinas, Malta Ltd. (ii) Camper and Nicholsons Caribbean Holdings Ltd., Investment Holding (iii) Camper and Nicholsons Grenada Ltd., Property Holding (iv) Camper and Nicholsons Grenada Services Ltd., Marina Operator (v) Grand Harbour Marina, plc. (vi) Marina Managemnt International Ltd., Investment Management (vii) Camper and Nicholsons Marina Holdings Ltd., Investment Holding (ix) Camper and Nicholsons Marina Investments Ltd., Investment Holding (x) Camper and Nicholsons Marina Intenational Ltd., Investment Management (xi) Camper and Nicholsons Marinas Ltd., Investment Management (xii) Joint Venture – IC Cesme Marina Yatirim Turizm ve Isletmeleri • Non- disclosure – the accounts did not disclose the Parent Company financial statements on the grounds that with the adoption of the Companies (Guernsey) Law 2008, the Company is no longer required to disclose Parent Company financial statements. Consequently these have been removed from the consolidated financial statements. 10. Points to Ponder: • Incorporation and registration in offshore jurisdiction: Camper and Nicholson Marina Investments is a company registered in Guernsey, an offshore jurisdiction. Should this call for particular diligence on the part of our authorities? • Related- party transactions: The transactions of the Company over the last two years may be described as some kind of “Nick Maris Trinity” – Nick Maris Investment Advisor has advised Nick Maris Manager to purchase from Nick Maris, chairman and significant shareholder. What are the implications? • Holding Companies and Subsidiaries: There seems to various layers of companies. Is this sophisticated business or an elaborate façade? • Track Record: It is worthy to note that CNMI, the Company, in its own Admission Document, identified the lack of operating experience of the Company and its investment advisory team as a risk for any investor purchasing its shares. • Real Estate Speculation: Camper and Nicholson Marina Investments is really about real estate speculation in berths and waterfront property. While it certainly will be lucrative business for CNMI subsidiaries, what will be the tangible and intangible benefits for Grenada and its citizens in the context of the tax incentives that are transferred from Port Louis to Camper and Nicholson and transferred to any subsequent purchasers from Camper and Nicholson? • Tax Incentives: Consider the following tax incentives which apply to De Savary’s Mt. Cinnamon agreement. It is reasonable to also apply these incentives to the Port Louis agreement which, it is understood, is even more generous. 1. Property Taxes capped at EC$300,000: • The (NNP) Government of Grenada conveyed Lots C,D and E for EC$1 to Peter De Savary who subsequently sold it to CNMI for US$24 million. CNMI valued its property, in its existing state, at US$27.3 million at December 31st, 2008. If property tax is capped at EC$300,000 (as per tax incentives), how much in property taxes did/will the government forego EACH year? 2. Exemption from taxes relating to the receipt of rents and profits from land in the hands of subsequent purchasers: • Even before the berths have been constructed at Port Louis, contracts have been agreed for the 30 year licences of 2 berths representing total revenues of US$0.4 million. (as per CNMI’s Preliminary Accounts for 2008, payments become due when associated berths are completed). These contracts were concluded at a price of US$2,000 per square metre. • CNMI estimates that the completed marina will contain 51,000 square metres of berths. If one uses the rental fee of US$2,000 per square metre, that is an equivalent of US$102,000,000 rental income. • What will be the revenue stream to government coffers when the marina is completed? NIL, given the tax incentives on rental income. 3. Exemption from Corporate Taxes for 20 years: • According to notes in the Preliminary Accounts for 2008, super yacht berths are licensed to berth holders on terms which transfer substantially all the risks and rewards incidental to ownership. They are therefore classified as finance leases. All amounts receivable under such contracts are collected at the outset of the contract. Revenue from such licensing over long term periods is recognised in full in the consolidated income statement on signing of the licensing contracts. • Note as well that contracts have been agreed for 30 year licences. Camper and Nicholson, a subsequent purchaser, purchasing the marina property from Port Louis, is exempt from corporate taxes for a period of at least 20 years. However, it collects its revenue up front upon signing of long term licences. So at the end of 20 years, what will be the revenue stream to government from the long term rentals? NIL because revenues for the long term leases would have been collected up front and will not be reflected in subsequent income statements. Citizens in Defence of Grenada’s Lands and Heritage trusts that the information provided (and the associated commentary) will be some “food for thought” and that we the people will be a little more equipped to make a judgment on the Camper and Nicholson Port Louis development which involves the Lagoon - a significant natural, heritage and economic asset of the people of Grenada. By Sandra C.A. Ferguson Citizens in Defence of Grenada’s Lands and Heritage