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Terra Capital Plc

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Terra Capital Plc

Overview:

Terra Capital plc, (formerly Speymill Macau Property Company plc) is an Isle of Man company that was originally established to invest primarily in the high quality property markets of Macau.

Originally established to invest primarily in the high quality property markets of Macau, the shareholders resolved for the company to dispose of its real estate portfolio in 2010 and the current investment policy was adopted following an EGM held on 24 May 2012.

Terra Partners Asset Management Limited ("TPAM") a company incorporated and regulated in Malta have been appointed as the Company’s external Investment Manager. TPAM is also a manager of Worldwide Opportunity Fund (Cayman) Ltd. (an investment fund investing in frontier markets with approximately US$50 million in assets). TPAM’s team has extensive experience in investment management in general and in particular in investing in emerging and frontier markets. The three principals of TPAM have, on average, 16 years of frontier markets experience each and TPAM’s’ five analysts’ have, on average seven years of frontier markets experience.

History:

Terra Capital plc (the "Company") was incorporated in October 2006 as Speymill Macau Property Company plc, when the Company was established; its objective was to invest in high quality residential property and selective commercial investments in Macau. In November 2006 the Company was admitted to trading on the AIM market of the London Stock Exchange, raising US$80 million on admission. In May 2007 a second fundraising of US$70 million was completed. The company subsequently acquired the AIA Tower, a Grade A office building located in the central Macau business district, and invested in various residential developments.

Following the financial crisis of 2008-2009, in July 2009 the shareholders elected a new Board of Directors which proceeded to re-examine the debts and properties of the Company and on November 19th, 2010 the shareholders unanimously voted to empower the Directors to sell the remaining properties, including all residential projects and the AIA Tower, at a time and under such conditions as they may determine in order to maximize shareholder value and then to distribute the proceeds.

Following various property disposals, in April 2011 US$32.3 million (equivalent to US$0.30 per share) was returned to shareholders. During the following period the Board gave notice of termination to the old Investment Manager and so the Board became the de facto manager of the Company. It then successfully concluded the sale of the Company’s entire real estate portfolio effective 31st January 2012.

Following the liquidation of the property portfolio, the Board engaged in discussions with Shareholders and it became apparent that a majority of Shareholders (by value) would like to maintain their investment in the Company and would support the continuation of the life of the Company following the adoption of a new investment objective and investing policy. The intention was that the Company restructuring would be undertaken alongside the appointment of an external investment manager, Terra Partners Asset Management Limited, a company owned by Howard Golden, Fillip Montfort and Yarden Mariuma who served as three of the four directors during the divestment of the property portfolio of the Company when it was known as Speymill Macau.

In May 2012, the Shareholders overwhelmingly approved a restructuring of the Company and, among other things, adopted a new Investing Policy. As part of the restructuring, the Company made a tender offer to shareholders to purchase ordinary shares in the Company at 97.5% of NAV in order to give shareholders the opportunity to exit the Company at a very slight discount to NAV prior to the adoption of the new Investing Policy. As a result of the tender offer 36,896,674 shares were tendered and about 66% of the company’s Investors elected to retain their holdings in the Company and in effect invest in the newly restructured Company.

Formerly known as:

Speymill Macau Property Company plc

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