Information Memorandum

Panama Teak Investments Plc

Promoter: Green Belt Limited

Creating Wealth Naturally...

through a solid, eco-friendly investment
in teak plantations in Panama

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Table Of Contents

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An investment in forestry is seen as a

solid long term investment, that can have
positive effects on the environment, if
professionally managed to sustainable
forest management principles.
Denitions
Afforestation

Placing Commission

The planting of trees for commercial purposes, in this case,

teak (Tectona grandis).

Placing fee charged by Placing Agent.

B Ordinary Share
A B Ordinary Share of 1, the Capital of the Company.

Funds raised by the Placing Agent for the purposes of this

investment.

Clearfell (clearcut)

Plantation

A forest management method that involves the complete

felling and removal of a crop of trees.

A crop of trees that has been grown through direct seeding

or by planting seedlings.

Company

Promoter

Panama Teak Investments Plc, an unlisted public company

registered in Ireland. It has a wholly owned Panamanian
subsidiary called Irish Teak Investments SA.

Green Belt Limited.

Placing Proceeds

Risk Factors

This Information Memorandum.

Those risk factors set out on in this document to which

the attention of the Investors is specically drawn prior to
investing in the Company. See Page 19.

Loan Note

Shareholder

The non-interest bearing, non-transferable Loan Note

to be issued by Panama Teak Investments Plc to each
investor, to be constituted by a trust deed, (the Loan Note
Agreement)

The holders of Ordinary Shares from time to time.

Document

Management Fee
The annual fees payable by Panama Teak Investments Plc,
through its subsidiary, to Green Belt (Panama) Ltd. for
supervising all aspects of plantation management.

Investor or Placee
Investor or Company to whom this Information
Memorandum is made available and who opts to invest in
the Company.

ITTO
International Tropical Timber Organisation. An
intergovernmental organisation promoting the conservation
and sustainable management, use and trade of tropical
forest resources. Web address www.itto.or.jp

Placing Agent
Solas Financial.

Thinning
A partial cutting or respacing operation made in an
immature forest stand to accelerate the growth of the
remaining trees.

Net Asset Value

Net asset value of the Company, veried by an international
accountancy practice.

Incentive
An incentive which will be payable to the Promoter at the
end of the investment term. This incentive is only payable
on investment returns in excess of 8% compounded
growth per annum to Investors (pre-tax, after all costs). The
management incentive is 33% of the investment growth
over the initial 8% compounded return per annum. The
target return of 400,000 per 50,000 invested is net of
any such incentive.

Summary

The following describes an opportunity to invest into Teak

forestry plantations located in Panama.
The investment is targeting compounded returns of
12.25% per annum, with a 50,000 investment targeting
a return of 400,000 (pre tax, net of all fees) at the end of
the investment term. The investment term is expected to be
between 18 and 20 years which is the time it takes to grow
a teak crop to its nancial maturity.
The Company plans to raise up to 10,000,000 in this
placing. Investors will subscribe for B Ordinary Shares and
Loan Notes issued by Panama Teak Investment Plc, (the
Company), an Irish registered unlisted public company.
The Company wholly owns a subsidiary in Panama called
Irish Teak Investments SA.The proceeds of the B Ordinary
Shares and the Loan Notes will be invested by Panama Teak
Investments Plc into Irish Teak Investments SA.
The Company believes that Irish Teak Investments SA based
on current legislation should qualify for tax exempt status
as a registered forestry operator in Panama. At the end of
the investment period, Irish Teak Investments SA will return
all prots to the Company by way of a dividend payout.
The Company will then be liquidated and the Loan Note
repaid to Investors and the prots from the investment
distributed to the holders of the B Ordinary Shares (less
the incentive). The prots will be subject to capital gains
tax which is currently 20% in Ireland (based on current
tax law in Ireland). The investment structure is open to
private investment, small self administered pension schemes
(SSAPs) and non standard PRSA accounts.
Teak is one of the worlds most sought after hardwoods,
which historically has exhibited steady price appreciation
and stable demand. The investment location, Panama,
is a stable, US dollar economy where teak plantations
have already been established by the Promoter and other
international investor groups. The hot and periodically
moist, tropical climate and deep fertile soils provide optimal
growth conditions for teak, allowing a crop of mature teak
to be produced in c.18 years.

The Promoter and investment manager is Green Belt

Limited based in Virginia, Co. Cavan. The Green Belt
Limited is Irelands largest private forestry company and
provides forestry management services on over 175,000
acres (c.500,000,000 in asset value) of forestry for private
and institutional investors. The company has been active
in Panama over the last 3 years and is now managing
approximately 680 acres of teak plantations in the country.
The minimum investment is 50,000 plus the Placing
commission of 3%.

Investment Rationale

Reasons to invest in this Product:

High Target Returns:

The target return is 12.25% compounded per annum with a 50,000
investment targeting 400,000 (pre-tax, net of all fees) at the end the
investment term.

Low volatility:
The investment has low levels of internal gearing which should result in a lower
risk prole.

Asset Backed:
The investment proceeds will be used to purchase land in Panama and grow
teak crops.

Stable Demand:
Teak has historically exhibited stable demand and price growth.

Turnkey Investment:
The investment is turnkey with no management required by Investors.

Private Pensions:
The investment is open to Self Administered Pensions Schemes and non
standard PRSA accounts.

Strong Management Team:

Green Belt Limited is a very experienced forestry management company with a
highly experienced team and a proven track record in Ireland and in Panama.

Ethically and Environmentally Sound:

The plantations will be managed in line with sustainable forest management
(SFM) principles and independent verication will be sought from the Forest
Stewardship Council (FSC).

We continually strive to produce quality timber

that yields strong prots for our investors, in an
ecologically and socially sustainable manner.
- John OReilly, CEO, Green Belt Ltd.

With over 25 years forest management

experience and with over 175,000 acres under
active management, Green Belt Ltd. is Irelands
largest private forest management company

About the Promoter

The Promoter was founded in 1982 by Tim OBrien

(deceased) and Maurice (Mossie) Ryan and is now Irelands
leading private forestry company and the national market
leader in the area of new forest establishment. The
Promoter currently provides forestry management services
to over 175,000 acres (c.500,000,000 in asset value)
and plants an average of 10,000 acres of new forests in
Ireland each year. Its management portfolio now includes
plantations owned by thousands of Irish farmers, private
and institutional investors. The Promoter has an annual
turnover of 11 million and has recently formed a number
of other companies within the group including:

Management services at all stages of forest maturity for

woodland owners, including valuation and marketing.
Complete forestry technical advice service.
Harvesting of forests at maturity.

Green Belt Panama Limited:

Provides management services to existing and
planned forestry plantations in Panama.
Imperative Energy Limited:
Involved in delivering efcient, economical
heating solutions from renewable resources.
Green Belt Carbon Balance Ltd:
Veries and trades carbon credits from
forestry and renewable energy projects.
.
The companys business encompasses all aspects of forestry
management including:

The Promoter has been active in Panama over the last 3

years and is now managing approximately 680 acres of teak
plantations in the country. 2007 will be the Promoters third
planting season in Panama. The rst crop of c.175 acres
was planted in 2005, is now over 5 metres in height and
growing in line with the Promoters forecasted yield model.
The second crop of c.500 acres which was planted from
May to September 2006 has shown survival rates and early
growth rates well in line with projections.

Green Belt Limited operates through a network of 20

professionally qualied foresters, strategically based
throughout Ireland, covering all geographical areas.
Green Belt Limited employs a further ten nance and
administration staff at its headquarters in Virginia, Co
Cavan. At times of peak activity during the season, it
employs over 200 contract staff.

Sourcing, acquisition and development of land, for

private and corporate investors.
Provision of forestry development and afforestation
services to farmers, private and corporate investors.
Provision of forestry management and maintenance services

Management Team

Maurice Ryan, Managing Director

Maurice (Mossie) Ryan, a native of Tipperary, qualied in
Forestry in 1963. Mr. Ryan started his career with the Forest
Service, working in forest management, spending three
years in research & inventory, and working throughout
Ireland in various aspects of forestry, from forest nurseries
to sawmilling. Mr. Ryan along with Mr. OBrien (deceased)
formed Green Belt Limited in 1982.
Green Belt Limited under the directorship of Mossie, Tim
and a team of experienced executives has become the
leading private forestry management company in Ireland.
The company has a consistent annual planting programme
of c. 10,000 acres and provides management services to
over 175,000 acres (c.500,000,000 in asset value) of
forestry. Among Green Belt Limiteds clients are a number
of large nancial institutions and pension funds, for whom
Green Belt Limited has purchased land and provided
turnkey forest establishment and management services.

John OReilly, CEO

John OReilly graduated from UCD in 1989 with an honours
degree in Agricultural Science having specialised in forestry.
Since graduation, John has worked in the private sector
and joined Green Belt Limited in 1991, becoming regional
manager (Leinster) in 1997 and CEO in 2001.
Mr. OReilly is actively involved in managing Green Belt
Limiteds core business of afforestation and timberland
management. Since taking over as CEO he has overseen
the diversication of the company with the establishment
of Imperative Energy Limited, a renewable energy company;
Green Belt Carbon Balance Limited, a carbon assessment
and trading company; and Green Belt (Panama) Ltd.

Joe OCarroll,
Strategic Business Development Manager
Joe OCarroll has a rst class honours degree from UCD
(B.Agr.Sc.) and an MBA (honours) from UCC. He has
completed executive training with the IMI, the Institute
of Transport and Logistics and the Kennedy School at
Harvard University. After graduation Joe worked with the
Department of Agriculture in Northern Ireland before
joining Willamette Europe Ltd. (now Weyerhaeuser). From
2000 he spent 5 years as Operations Manager of COFORD,
the National Council for Forest Research & Development,
where he oversaw the implementation and execution of a
national programme for forest industry development. He
was instrumental in delivering the 2003 Bacon report on
the Forest Industry. In 2003 he completed an internship
with the Division of Energy Resources (Commonwealth of
Massachusetts).
Prior to joining Green Belt Limited, he was Managing
Consultant of OC Consulting, which specialises in business
development guidance for companies in the natural
resources, renewable energy and pharmaceutical sectors. He
is also managing director of the renewable energy company,
Imperative Energy Ltd. (www.imperativeenergy.ie) and Green
Belt Carbon Balance Ltd. (www.carbon-balance.com).

Investment Structure and Exit Mechanism

Panama Teak
Investment Plc

Cash Investment

Investors

Loan Note &

B Ordinary Shares

Wholly Owned Subsidiary

Irish Teak
Investments SA

Management Agreement
Plantation Management
Timber Marketing and Sales

Green Belt
(Panama) Ltd

Purchase and Management

of Plantation Sites

Land and
Plantations

The minimum amount required for the investment to

proceed is 2,000,000. Investor funds are invested by
way of B Ordinary Shares and Loan Note in the ratio
of 49 in nominal amount of Loan Notes for every B
Ordinary Share issued in Panama Teak Investment Plc
which is an Irish registered public company governed
by the laws of Ireland. No dividend will be paid to any
shareholder during the investment period and the Loan
Note issued to investors will rank senior to shares in
the Company.
Panama Teak Investment Plc wholly owns a subsidiary in
Panama called Irish Teak Investments SA. The Shares
and Loan Note proceeds will be invested by Panama
Teak Investments Plc into Irish Teak Investments SA
which is a private limited company governed by the
laws of Panama. Surplus funds not required at the early
stage of the investment will be deposited in an interest
bearing deposit account with an international bank
until they are required for ongoing management and
maintenance of the crop.
Irish Teak Investments SA will acquire land in Panama.
These lands will be planted and developed under a
management agreement by Green Belt (Panama) Ltd.

Irish Teak Investments SA will apply to be registered in

Panama as a forestry operator and will benet from
Panamanian tax exemptions from forestry projects.
The process of registration as a forestry operator is
straight forward and is done once suitable land is
identied. Once the company is registered as a forestry
operator it will notify the Panama Revenue to secure its
tax exemption.
Green Belt (Panama) Ltd. will provide ongoing
management services and manage the teak plantations
through their full rotation. Green Belt will operate locally
through its Panamanian subsidiary Green Belt (Panama)
SA, which will contract local staff and companies to
undertake the physical management of the plantations.
The initial capital investment funds the land acquisition
and the ongoing maintenance and management of the
crop to approximately year six of the investment. On or
about year six non recourse working capital loans will
be obtained by Irish Teak Investments SA to fund the
ongoing management and maintenance of the crop.
These working capital loans will be secured against
the land and the teak crop on a non recourse basis to
investors. The working capital loans will not exceed
30% of net asset value at any time.

 Irish Teak Investments SA will earn revenue from

Thinning during the investment term. The proceeds
of this revenue will be used to help fund the ongoing
management and maintenance of the plantations.

The Promoter will only receive a share of prot after

Investors have been repaid their initial investment and
the compounded rate of return on the investment
exceeds 8% per annum.

At the end of the investment period when Clearfell

occurs the timber and the land on which the teak crop
was grown will be sold and prots earned by Irish Teak
Investments SA.

The Promoter will send the Investors an audited set of

accounts (prepared by an internationally recognised
accountancy rm) for Panama Teak Investment Plc and
an operational update on the investment each year.

On foot of the tax exemption, no corporation tax in

Panama will be paid on the prots arising from the sale
of the timber, prots arising from the sale of the land will
be taxable as a capital gain (currently at a rate of 30%).
Once the timber and land has been sold, Irish Teak
Investments SA will become Irish tax resident by moving
its centre of management and control to Ireland. It
will then declare and pay a dividend to Panama Teak
Investment Plc.
Once the dividend has been received by Panama Teak
Investment Plc the company will be liquidated, the Loan
Note redeemed and the net prots distributed to the
Shareholders in agreed proportions.
The Target return is 12.25% compounded per annum,
with a 50,000 investment targeting 400,000 (pre-tax,
net of all fees) at the end of the investment period.

Governance
All strategic decisions will be taken by the board of
directors of Panama Teak Investments Plc. The board of
directors will include two executives, initially Mr. Maurice
(Mossie) Ryan and Mr. John OReilly, and at least two
non-executive directors. The chairman will be one of the
non-executive directors. The investors will have the right to
nominate a non executive director.
The Memorandum & Articles of Association of the
Company do not allow a dividend to be paid to any
shareholder in Panama Teak Investment Plc.

Pension Investors
The Promoter believes this investment is suitable as a
private self administered pension investment. In the event
of death or early retirement, investors or an investors estate
will be given the choice of remaining in the investment
until wind up or be allowed to redeem their investment.
This encashment could be effected by a number of means
including a renancing of the assets held by Irish Teak
Investment SA at that time or from internal cash reserves.

Investment Process

The investment strategy of Panama Teak Investment Plc

will be a similar model to that which has been used by the
Promoter since 1982.
This model includes, a selective land acquisition process
to purchase only land which the Promoter feels will
be very suitable for growing a quality teak crop, active
management of the forests when planted and the
identication of the optimum sales strategy for the crop
at Clearfell.
This land is expected to be primarily located southeast of
Panama City adjacent to the Pan-American Highway, giving
it excellent access to domestic and export markets.
The following describes the investment process and strategy.

Site Identification and Acquisition

Only acquire sites with significant potential working
through a local network to source optimum sites

Plantation Establishment and Maintenance

Proven management capabilities
Value adding through pruning and thinning

The Land Acquisition Process

Assessing a land area for its suitability for growing teak
involves a number of steps. Prior to purchasing a parcel of
land it is screened on two separate occasions.
The rst screening is based on experience and local
knowledge. This assessment is carried out by the Promoter
and its local representatives. The local team has many years
experience in establishing and managing teak plantations
throughout Central and South America. This initial
assessment involves verifying the total area, quantifying
the productive area and determining the quality and
productivity class of the site. If the productivity class is
acceptable the lands are then put forward to the second
screening process which involves an Environmental Impact
Assessment (EIA). This is a more detailed assessment which
determines the nutrient status of the soil and its pH. It
also involves assessing the overall environmental impact of
establishing a teak plantation at this location.
This EIA must receive the full approval of the Autoridad
Nacional del Ambiente (ANAM) which is Panamas
equivalent of Irelands Department of the Environment.
ANAM has responsibility for forest policy and practice.
This authority acts independently and its approval of a site
for the establishment of teak ensures that the site is of
suitable quality and that the development of the site will
not have a detrimental effect on the local environment.
Having received a positive result from ANAM based on the
EIA, the lands are then purchased by Irish Teak Investments
SA, subject to satisfactory price negotiations.

Value Maximisation
Harvest at optimal time
Develop local processing capacity

All parcels of land that are considered for purchase are

surveyed using a Geographical Information System (GIS).
This mapping system rstly conrms the total area for sale.
Furthermore, the site location is recorded using a Global
Positioning System (GPS). Some of the land purchased
must be left unplanted to act as a conservation area in
compliance with the EIA. Therefore, the GIS is used to map
the utilisable area of each land parcel.

Plantation Establishment Process

Following the purchase of suitable land, each site is cleaned
to facilitate planting. Cleaning takes place through the
slashing of scrub and removal of vegetation. The site is then
left in a condition that facilitates accurate and complete
planting.
The lands are made stock proof (to protect against cattle
trespass) where necessary and then planted. The planting
season usually runs from early May to late October. The
planting programme expects that c.710 trees per hectare
will be planted at c.3.75m x 3.75m square spacing.
During the crop rotation, a number of thinning operations
will be undertaken. Thinning is a silvicultural process
which involves removing smaller trees. The objective of the
thinning process is to increase the growing space available to
the remaining trees so as to enable greater diameter growth.
Ingrowth (see below) drives value creation in the plantation.
The trees removed during the Thinnings carried out in year
8 and year 13 generate revenue that will be used to nance
the management and maintenance of the crop through to
Clearfell. A Thinning in year 5 is a non-commercial thinning
(i.e. no merchantable timber is produced).

Drivers of Capital Timber Values

There are three principal drivers of capital timber value:
1. Biological growth:
The seasonal growth increments (natural growth) add
greater timber inventories each year and are obviously
unaffected by external economic factors. Biological
growth will account for a signicant amount of value
adding, if an appropriate land acquisition discipline and
forestry management regime is followed.
2. Ingrowth:
As trees grow, they increase in girth and height. As
the crop matures, it produces larger logs. These logs
are more valuable not only because of their greater
volume, but also because larger logs can yield higher

10

value end products. This progression from one product

class to a higher value product class is called ingrowth.
The product class hierarchy is: pulpwood, boxwood (or
palletwood), sawlog and veneer grade.
3. Price growth:
Professional Management and Marketing:
Professional forest management can increase the value
added potential of Biological Growth and Ingrowth.
Initial site selection, species/provinence/seed selection,
selection of silvicultural regime, thinning intensity and
timing, genetic enhancement, fertilisation, timing of
clearfell and certication under Forest Stewardship
Council procedures are all part of a comprehensive forest
management package that is essential to maximise
returns. These procedures are all part of the integrated
management programme provided by the Promoter.
Historical Precedent:
Hardwood lumber prices have consistently exceeded
ination for a prolonged period of time.
Shifting Global Markets:
Due to dwindling tropical supplies, plantation
hardwoods are gaining prominence worldwide, and
prices have been rising as referenced in the Markets for
Teak section of this document.

Illustrative Financial Model

The following table illustrates a model of estimated costs

and yields. The gures provided are based on assumptions
made by the Promoter from its analysis of the current and
historical prices, projected trends and current yields and
interest rates.

Teak Price Ination: Sensitivity Analysis

Based on a sample 50,000 investment (net of placing,
marketing & administration fees).

No assurance can be given that these assumptions will not

change or that the actual return will be as indicated.

Model Overview
(sample 50,000 investment)
Contributed Capital

1,500

Net equity investment

Investor
Return

Compound
Annual Rate
of Return (net
of all fees) %

-2

216,320

8.48

293,950

10.34

401,000

12.26

547,910

14.23

748,500

16.22

51,500

Less: placing, marketing &

administration fee @ 3%

Teak Price
Ination
(real) %

50,000

Net proceeds from investment

400,000

Compound annual rate of return

12.26%

1
2

[Estimate based on IMF prediction for 2006 of 1.8%]

[Estimate supplied by ANAM]

Key Assumptions
Deposit interest rate

4.50%

Loan interest rate

Panamanian cost ination

6.00%
2.00%

Irish cost ination

3.00%

Teak Price Ination (real terms)

2.00%

Panamanian Land Value Ination

3.00%

Year 8 thinning (cubic metres per hectare)

22.34

Year 13 thinning (cubic metres per hectare)

40.89

Year 18 clearfell (cubic metres per hectare)

166.51

Current price 8 year old Teak (1st thinning)

$80.00

Current price 13 year old Teak

(2nd thinning)

$135.00

Current price 18 year old Teak (clearfell)

$290.00

Area (hectares) to be purchased/planted for

each 50,000 invested

6.5

Average purchase price of land per hectare

$2,200

Establishment costs per hectare

$1,690

11

Markets for Teak

The following section describes some of the reasons why

teak was chosen as the investment crop. This section
also gives some insight into the developments in teak
production world wide and historical price information on
teak prices.
Teak is the worlds most sought after tropical hardwood.
For many years it has been the benchmark timber in
terms of quality, strength, durability and versatility. Teak
is indigenous to Burma, Thailand and other areas of
Southeast Asia.
Changes in Regulations: The original, natural teak
forests have been depleted due to unregulated
harvesting. Much of the remaining natural teak forest
is now protected by the relevant Governments. This
restriction has not diminished demand but has started
to restrict supply and will continue to do so as more
countries protect natural forests. Indonesia for instance
has outlawed all natural forest harvesting from 2013.
Other countries are likely to follow this example.
The current global restrictions include:
Thailand introduced a ban on the felling of natural
forests in 1989.
China has a ban on harvesting natural tropical forests
in its southern provinces (Hainan and Yunnan).
Indonesia has a ban on export of logs from natural
forests. Indonesia signed agreements in 2003-2004
to stem illegal log ows with some major trading
partners such as China, Japan and the UK. Malaysia
introduced legislation banning the import of logs and
squared timber from Indonesia.
The Ivory Coast has introduced new procedures for
the logging of community teak. Such felling is now
subject to specic approval by the Ministry of Water
and Forests.
The Philippines have an export ban on logs coming
from natural forests and lumber processed out of
these logs.
In Panama itself, Decree No. 57 came into force on
6 June 2002. It imposes a total ban on the export of
logs, blocks, sawnwood or rough-planed timber from
natural forests. This means that all exports of these
products should be from plantation timber.

12

Despite difculties, there has been signicant progress

towards sustainable forest management (SFM) in the
tropics since an initial survey by ITTO in 1988. Countries
have established and are starting to implement new
forest policies that contain the basic elements of
SFM. More forests have been given some security
by commitment as permanent forest estate (PFE) for
production or protection, and more are actually being
sustainably managed. Moreover, some of the PFE is also
certied a new development since 1988. However,
the proportion of natural production forest under SFM
is still low, and SFM is distributed unevenly across the
tropics and within countries. The Promoter believes
therefore that the global demand for teak can only be
sustainably satised from well managed plantations of
teak adhering to SFM practices.
Despite the progress made since 1988, signicant
areas of tropical forest are still lost every year, and
unsustainable (and often illegal) extraction of tropical
forest resources remains widespread. However,
most countries are now attempting widespread
implementation of SFM which will lead to a greater
level of restrictions (or total banning) on logging natural
tropical forests. This will further stem the supply of
natural forest teak and push the market towards the
greater reliance on plantation teak.

Historical Prices of Teak

The Market Information Service of the intergovernmental
organisation ITTO began recording price data for teak
logs in 1997. Since then, higher grades of teak logs have
experienced an average price growth of over 5% per annum
(in real terms, adjusted for IMFs Consumer Price Index
for industrial countries) as illustrated in the graph below.

Remarkably, the price for teak logs was unaffected by the

Asian nancial crisis in 1998 when the prices for most other
tropical hardwoods collapsed. In the assumptions of this
investment the projected real growth in the value of teak
logs is 2% for the annualised return of 12.25%.

The spike in log prices in 2002 was due to the uncertainty surrounding a proposed
US trade embargo on Myanmar (major exporter of teak at the time).

13

Panama is an important economic, political

and geographical turntable between East
and West, North and South.
Panama as an Investment Location
About Panama

Panama Business Environment

Panama is a well-located, politically stable and welleducated country. The economy in Panama is focused
on banking, mining, commerce and tourism, with the
canal and the shipping business playing an important
role. The Government has introduced many investment
incentives such as a favourable tax regime on income
derived from forestry operations. Copper mining began to
have signicance only quite recently, but Panama is now
emerging as one of the worlds major producers, with gold
mining also making a contribution.

In terms of business and communications infrastructure,

the long-term US inuence on Panama has been very
benecial, with Panama City in particular having the
highest international standards. The well-established
banking sector is well regarded internationally and operated
to high standards.

The unit of currency used in Panama is the Balboa

(PAB), which is pegged at parity to the dollar. There is
no Panamanian paper currency and the US dollar is the
de facto ofcial currency for all but minor transactions.
Ination in Panama is low, estimated at 1.8% in 2006.

Geography
The Republic of Panama lies in Central America between
the Caribbean Sea and the North Pacic Ocean. There are
land borders of 225 km with Colombia (on the west) and
330 km with Costa Rica (on the east). The land area totals
75,990 sq km. The capital is Panama City. The Panama
Canal links the North Atlantic Ocean via the Caribbean Sea
with the North Pacic Ocean.
The climate is tropical with prolonged rainy periods between
May and January. There is a brief dry season between
January and May. Panamas international airport is connected
by many international carriers to most world centres. There
are two sea ports, Balboa and Cristobal (at either end of the
canal). The time zone is 5 hours behind GMT.

Why Teak Plantations in Panama?

Panama is an attractive country in which to establish teak
plantations for a number of reasons:
Politically stable economy.
Attractive land prices.
Tropical climate, deep soils and heavy seasonal rainfall
provide the optimal growth conditions for teak.
Highly developed transport infrastructure to export
markets.
The Panamanian government currently has strong tax
incentives in place to encourage foreign investment
in forestry projects (Law 24 of 1992, Law 6 of 2005
and presidential decree no 143 of 2005 set out the tax
incentives exempting registered forestry operators from
paying tax on income derived from forestry operations
that will apply to all plantations established before 2017).
US dollar-based economy.
Current low ination.
No exchange controls (i.e. no government restrictions on
moving money into, or out of, Panama).
As well as Green Belt, teak plantations have already been
established in Panama by investor groups from Japan, USA
and Switzerland.

Panama - Key Data

Population:

MEXICO

Size:
Government:
GDP:
Growth:
Ination:

BELIZE
GUATEMALA

HONDURAS
NICARAGUA

PANAMA
14

COSTA RICA

SOUTH AMERICA

3.0 million (rising at 1.9% p.a. estimate

for 2006)
78,000 sq. km. (10% larger than Ireland)
Constitutional democracy
US$22.6 billion (estimate 2005)
4.9% p.a. (estimate 2005)
1.8% (2006 projection by IMF; currently
one of the lowest among all countries in
North, Central and South America)

Taxation Summary

The following is a general summary of the Irish tax

implications of an investment in Panama Teak Investments
Plc. by Investors who are resident, ordinarily resident and
domiciled in Ireland for tax purposes. It is recommended
that Investors take taxation advice which is specic to their
facts and circumstances before making any investment. This
general summary is for guidance only and is based on an
interpretation of tax law and practice in Ireland, which may
change over time.

In calculating the capital gain on exit, it will be necessary

to convert both investor input (B Ordinary Shares and Loan
Note subscription value) and investor return from dollars
to euro based on the Central Bank exchange rate on both
transaction dates.
For a detailed description of the tax structure please refer to
the Appendix.

The Investors will subscribe for B Ordinary Shares and Loan

Notes in Panama Teak Investments Plc. The target term of
the investment is 18 to 20 years.
Panama Teak Investments Plc will own a wholly owned
Panamanian subsidiary, Irish Teak Investments, SA. Irish
Teak Investments, SA will be resident in Panama for tax
purposes. Irish Teak Investments, SA will acquire land in
Panama and will earn revenue from thinning the forest
during the term of the investment. The bulk of its prots
will be earned at Clearfell.
Provided Irish Teak Investments, SA will be registered in
Panama as a forestry operator under current legislation,
it will not be liable to corporate tax in Panama on income
derived from its forestry operations. Any prots arising on
the sale of the land used for forestry operations will be
subject to tax in Panama (currently at a rate of 30%).
No interest or dividends will be paid to the Investors over
the term of the investment.
The Panamanian tax authorities also impose a retained
earnings tax at a rate of 4% on the retained earnings
of a Panamanian company which are not distributed
to shareholders. Under current legislation any retained
earnings tax suffered is creditable against the 10%
withholding tax on dividend payments.
It has been assumed that Panama Teak Investments Plc will
not be regarded as a close company for Irish tax purposes.
Capital Gains Tax (currently at a rate of 20%) will apply to
the gain in Panama Teak Investments Plc by Investors who
are resident or ordinarily reside in Ireland for tax purposes.

15

Fees and Charges

The following fees and charges will apply to this investment.

Entry Fee. A placing commission of 3% of the amount invested into the structure will apply.
Total amount payable is 51,500, per 50,000 invested.
Management Fee. Green Belt (Panama) Ltd. will be paid an annual management fee in return
for providing all of the management services to the investment. This will include supervision
and management of land acquisition, planting of the teak crop, the ongoing management of
the plantations, through to the sale of the mature teak crop and the land at the end of the
investment term.
The annual asset management fee averages 0.4% of the gross asset value under management.
The management fee is based on actual plantation management costs and will be higher in years
of increased plantation management activity. This annual fee will not exceed 3% (index linked) of
the total proceeds of this placing. During the land acquisition process a property acquisition fee
of 2% of the purchase price will apply.
Incentive. A management/promoter incentive will be payable at the end of the investment term.
This incentive will only be payable on investment returns in excess of 8% compounded growth
per annum (pre-tax) after all costs to investors. The incentive is 33% of the investment growth
over the initial 8% compounded return per annum. The target return of 400,000 per 50,000
invested is net of any such incentive.
Operating Expenses. Costs will include professional fees and expenses involved in establishing
the corporate and investment structure and in the management of the investment through its
term. These will include legal and taxation services, company secretarial fees, external directors
fees, asset valuation fees, audit, liquidation fees and all operational expenses incurred in the
running of the company and its subsidiarys business.

16

Frequently Asked Questions

What is the re risk and what level

of insurance is available or being
sought by the promoter?
Normal forestry practice in Panama
is to insure plantations for the rst
5 years only. After year 5, the bark
of teak trees becomes re resistant
meaning that the trees cannot be
destroyed by re. In the event that
re occurs the leaves will be burned
off and some growth increment will
be lost. However, the re should
not be detrimental. Through active
forest management the risks of res
occurring can be greatly reduced
forest res need lots of dry ground
vegetation and dead standing trees to
get established, active management
removes such material minimising the
fuel available for res.
Fires in hardwood plantations are
much more rare than in coniferous
plantations and they are also less
damaging. This is because the needles
of conifers contain high combustible
resins - leaves of hardwoods such as
teak do not. Conifers have a high
proportion of non-stem biomass
(basically lots of small branches and
retained, dead needles from previous
years) which acts as a fuel source to
intensify forest res (particularly res in
the canopy of the trees).

Are there any plans to purchase

land in multiple parts of Panama
to avoid any exposure to natural
disaster?
Yes, it is envisaged that a number of
different properties will be acquired
and owned by Irish Teak Investments
SA. The properties will be located in

the same region of Panama (east of

Panama City - best soil and growing
conditions) but will be sufciently
dispersed to minimise the likelihood of
certain injurious risk factors affecting
more than one plantation.

How long has Green Belt Limited

been active in Panama?
Green Belt Ltd. has been active in
Panama for over 3 years; this will be
its third planting season. It currently
manages c.680 acres in the country.

What is the period of the

Investment?
The investment period is expected to
be between 18 and 20 years, which is
the time it takes to grow a teak crop
to its nancial maturity. The exact
duration will depend on prevailing
market conditions at year 18.

Is the Investment dened as

transferable for regulatory
purposes?
No, the investment will not be
transferable or tradable.

How will I know the investment is

performing?
You will receive an annual investment
update including audited accounts
during the investment term.

Is my investment capital
guaranteed?

No. While the land being purchased

will have extensive due diligence
carried out on it and great care will
be taken with the planting and the
management of the plantations, all
property and forestry transactions have
an element of risk.

Is the return capped in any way?

No, the return is not capped. The
structure is designed to include
prot sharing incentives with the
management and the promoter to
enhance the value of your investment.

Why have you not factored the

revenue from Carbon Credits in the
return on investment analysis?
There are a number of potential
markets for carbon credits from
forestry projects in Panama. It is the
opinion of the Promoters that the
most lucrative will be the so-called
traded sector in the EU. This is the
sector created by the EUs Emissions
Trading Scheme. This cap and trade
scheme obligates polluting industrial
and commercial entities to reduce
their greenhouse gas emissions.
Failure to do so will require that
entity to purchase carbon credits
from approved projects. To access
this market, the teak plantations in
Panama will have to be approved by
the Clean Development Mechanism
(CDM) Executive Board. The process
of bringing a project to the CDM
Executive Board is very detailed and
requires the gathering of baseline data
and host country approval. Panama
(the host country) has approved in
principle the sale of carbon credits

17

to international markets. This is a

very signicant rst step, but a lot of
administration must be completed
before the credits can be established,
veried and traded. So, while the
Promoters plan to fully exploit the
carbon credit potential on behalf of
Investors, it would be premature to
include these returns in the
investment analysis.

What is the potential value of the

Carbon Credits?
As outlined above this is difcult to
determine at this stage, and will be
determined by the market into which
they are traded. The medium-term
predicted price for carbon credits
ranges from 5 to 20/tCO2. Teak
plantations sequester c.15.4tCO2 per
hectare per annum.

18

How long has the Promoter been

in the forestry business?
Green Belt Limited was founded in
1982 by Mossie Ryan and Tim OBrien.

Risk Factors

Investors should carefully consider

the risks and uncertainties involved
in investing by way of B Ordinary
Shares and Loan Note in Panama
Teak Investments Plc, which will
invest in forestry projects in Panama.
Investment in forestry projects is
speculative and involves a degree of
nancial, commercial and other risks.
The future value of the investment
and the potential return on your
investment is dependent, inter alia,
on the effective management of the
plantation, prevailing prices of teak
and the quality of the teak at Clearfell.
If you are in any doubt about
the contents of this Information
Memorandum you should consult
an independent professional adviser
authorised or exempted under the
Investment Intermediaries Act 1995
or the Stock Exchange Act 1995
who specialises in advising on the
acquisition of shares, commodities and
other securities.
This Information Memorandum
assumes that all investors are Irish
resident and domiciled for tax
purposes. Current legislation and tax
rates could change, with a consequent
impact on Investors investments.
Prospective investors are advised to
consult their own tax advisers before
participating in this investment.
While the risk factors listed below
do not purport to be a complete
explanation of all the risks involved in
the investment, the Promoter and the
directors of Panama Teak Investments
Plc consider that, as of the date of
this Information Memorandum, the
principal areas of risk for investors
include the following:

Timber Market Risk

Investors contemplating an investment
in Shares and Loan Notes in Panama
Teak Investments Plc should recognise
that their investment will be subject to
general and specic risks connected
with timberland investment. Markets
for certain timber products can
experience short-term price volatility.
However, such volatility is less
pronounced in high quality tropical
hardwoods. Any dramatic economic
downturn in global economic
performance could affect the demand
for teak and have an adverse impact
on the value of land in Panama.

Injurious Factors
Forest plantations are generally
susceptible to a range of injurious
factors such as re and wind in the
rst four years of growing. Teak trees
then become resistant to re as the
bark (which is re resistant) is thick
enough to protect the tree against
high temperatures experienced
during forest re. Teak plantations
are traditionally not prone to wind
damage. The threat of wind damage is
further avoided through the selection
of appropriate sites. In addition,
Panama is not within the normal
pathway of tropical storms. As a result
of the factors outlined above, it is
proposed to insure the plantations
against re and wind damage for the
rst ve years only, in keeping with
normal practice in Panama.

Investment Risk
The value of any investment made
into Panama Teak Investments Plc
can go down as well as up and the
amount investors receive back from
the investment may be less than
the amount they originally invest.

Property and forestry related assets

can be difcult to value and as a result
valuations can be subject to some
uncertainty.

Key Personnel and

Winding Down
The success of the investment will
depend to a large extent on the
abilities and continued participation of
certain key employees of the Promoter.
A loss of these key employees could
have a material adverse effect on the
investment.

Legislation
Governmental authorities at all
levels are actively involved in the
promulgation and enforcement of
regulation relating to taxation, land use
and zoning and planning restrictions,
environmental protection and health
and safety in the industry and the
economy in general. The introduction
of new laws and regulation (or
changes in their interpretation) and
their enforcement could have the
effect of increasing the costs and
lowering the income or rate of return
from, as well as adversely affect the
value of the Companys assets.

Tax Risks
The information contained in this
Information Memorandum is based
on the Promoters understanding of
current tax legislation and practice in
Ireland and Panama. Tax legislation
and its interpretation and practice
are subject to change during the
investment period, possibly without
notice. Such changes may have an
adverse effect upon the investment
returns and/or result in taxation issues
for investors.

19

Interest Rates and

Gearing Risk
The Company will maintain a cash
reserve to cover annual operating
costs up to around year 6 of the
investment. On a needs basis, working
capital loans will be required to
supplement cash ows from thinning
sales revenue. Due to the long period
of time remaining before the working
capital loans are required, these
working capital loans have not yet
been formally agreed, so there is a
risk that they may not be available.
The initial cash reserve on deposit and
subsequent short term working capital
loans generate a certain degree of
interest rate risk. The working capital
loans will be secured against the value
to the land and teak crop. There is a
potential risk in the event of a fall in
land valuations.

Liquidity Risk
This is a long term investment and
the B Ordinary Shares and Loan Notes
to be issued to Investors will not be
transferable or tradable. Investors
should not consider this investment
unless they are prepared to wait until
the end of the projected investment
period for their initial capital to be
returned as it will not be possible
to encash, realise or transfer the
investment prior to its maturity (other
than on death or in the case of early
retirement).

Foreign Exchange Risk

The investment in Panama will be in US
dollars, the currency of international
trade. All operational costs and
revenues in Panama will be in US
Dollars. At the end of the investment
term a currency risk exists when the
dollars are converted into euro.

20

Valuation Risk
Forestry related assets are inherently
difcult to value due to the lack of
uniformity of product. As a result,
valuations are subject to uncertainty.
There is no assurance that the
estimates resulting from the valuation
process will reect the actual sales
price even where such sales occur
shortly after the valuation date.
However, as a commodity, there are
comparable prices that can be used
to determine reasonably accurate
valuations.

Important Notice

This Information Memorandum does not and is not

intended to constitute investment advice. All projections,
forecasts and estimates in this Information Memorandum
are prepared on the basis of current information, legislation
and tax practice in Ireland and Panama. This Information
Memorandum is a preliminary Information Memorandum
and is subject to material updating, revision and
amendment. In particular, this Information Memorandum
refers to certain events as having occurred which have
not yet occurred but are expected to occur prior to the
nalisation of this Investment Memorandum.
Recipients of this Information Memorandum should not
treat the contents of this Information Memorandum as a
recommendation or advice relating to the legal, taxation
or investment matters contained in this Information
Memorandum and are advised to consult their own
professional advisers concerning the investing in the
Panama Teak Investments Plc. Any projections, estimates
or opinions in this Information Memorandum involve
signicant elements of subjective judgment.
This Information Memorandum is for the condential use of
only those persons to whom it is addressed and is not to be
reproduced for any other purpose or distributed to or used
by any other person. No person has been authorised to give
any information or to make any representations other than
those contained in this Information Memorandum and, if
given or made, such information or representation must not
be relied upon as having been authorised.
This Information Memorandum, has not been prepared
in accordance with Directive 2003/71/EC on Prospectuses
where any measures under that Directive or the laws of
Ireland or of any EU Member State or EEA Treaty Adherence
State that implement that Directive or those measures.

Past performance may not be a reliable guide to future

performance.
Simulated performance may not be a reliable guide to
future performance.
Investments may fall as well as rise in value.
Income may uctuate in accordance with market
conditions and taxation arrangements.
Changes in exchange rate may have an adverse effect
on the value, price or income of the investment.
No representation or warranty, express or implied, is given
by Panama Teak Investments Plc or its directors, Green
Belt Limited or Solas Financial as to the accuracy of the
information or opinions contained in this Information
Memorandum and no liability is accepted for any such
information or opinions.
Please refer to the section titled Risk Factors which
highlights some of the risks associated with an investment
of this nature.
While all reasonable care has been taken in the preparation
of this investor brieng note, any charts, projections,
forecasts or estimates referred to in this Information
Memorandum are prepared on the basis of current
information, legislation, market and tax practice and
subject to the risk notices highlighted above.
This Information Memorandum may not be distributed in
United States of America or in any country outside of the
Republic of Ireland where such distribution may lead to a
breach of any law or regulatory requirement.

This Information Memorandum has not been reviewed,

prior to its being issued, by any regulatory authority in
Ireland or in any other EU Member State or EEA Treaty
Adherence State, and therefore may not contain all the
information required where a document is prepared
pursuant to that Directive or those laws.

21

Investment Steps
A.

#OMPLETETHEAPPLICATIONFORMINTHIS)NFORMATION-EMORANDUM

B.

-AKEYOURCHEQUEMINIMUMINVESTMENTINCLUDINGPLACING
COMMISSION PAYABLETOm0ANAMA4EAK)NVESTMENTS0LCn

C.

3ENDTHEFOLLOWING






#OMPLETED!PPLICATION&ORM
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E: info@solasnancial.com

22

Investment Application form

I attach a cheque/bankers draft payable to Panama Teak Investments Plc in the
amount of ________________ (including Placing Commission due of 3% amounting
to _______) and hereby apply so that for each 50 invested, I will receive 1 B
Ordinary Share of 1 and 49 in nominal amount of loan notes.
Name
Address

Email
Home Phone Number
Mobile Number
PPS Number
Passport Number

I wish to apply to make an investment in Panama Teak Investments Plc in

the amount set out above and I hereby undertake and agree to make the
investment upon the terms of the Information Memorandum dated May
2007 and this application form duly completed by me and subject to the
Memorandum and Articles of Association of Panama Teak Investments Plc
and the Loan Note instrument (a copy is available on request).
I enclose a cheque/bankers draft made payable to Panama Teak
Investments Plc for the above-mentioned sum (including Placing
Commission of 3%), being the amount payable in full on application.
I acknowledge that my cheque/bankers draft will be presented for payment
on receipt. [I further acknowledge that if I accompany my application form
with a cheque or bankers draft denominated in an amount other than Euro,
that these funds will be converted to Euro on presentation at the exchange
rate as quoted by Allied Irish Bank Plc prevailing at the close of business on
that day. I acknowledge that the conversion into Euro will be rounded up to
the nearest 100 and such equivalent number of units of Shares and Loan
Notes having equivalent value will be issued to me provided always that the
amount of my investment following conversion into Euro equals or exceeds
50,000.]
Any amounts due to the Company as a result of this rounding-up
will be deducted from the Placing Commission payable by me, thus
proportionately reducing the amount of the Placing Commission payable.

In consideration of the Company agreeing to consider my application upon

the terms and subject to the conditions of the Information Memorandum,
I agree that this application shall be irrevocable and, if accepted by the
Company, shall constitute a contract between the Company and me. I
agree that in respect of the units of Shares and Loan Notes for which my
application is accepted in accordance with the terms of the Information
Memorandum, notication to me in writing to the address set out
above of the basis of allocation shall constitute a full acceptance of my
application on such basis.
I hereby authorise you to forward to me conrmation of my investment
and/or cheque for any refund monies to me by post at my risk to the
address shown above.
I acknowledge that I have taken independent advice in relation to the
suitability of this investment to me and the risks associated with it;
I am not relying on any warranties, representations or undertakings,
nor on any taxation advice from the Promoter or any of their employees
or advisers or any other person in connection with my investment;
I have read and understood the section of the Information
Memorandum headed Important Notice and Risk Factors and I have
received such advice and information as I consider reasonably necessary
in connection with my investment;
I have read the Information Memorandum and this application form in
their entirety.

I acknowledge that all terms and expressions in the Information

Memorandum dated May 2007 shall have the same meaning in this
application form unless the context otherwise requires.

Signed

Date

In the presence of

Please make cheques payable to Panama Teak Investments Plc

Witness name
Witness address
Witness occupation
Witness signature

Applications, signed and crossed cheque with a copy of passport

or drivers license and a recent utility bill should be sent to:
Solas Financial,
Great Island Enterprise Park,
Ballincollig, Co. Cork
Ireland

Investment Application Form

25

26

27

28

Advisors
Promoter and Investment Manager:
Green Belt Limited
Tax:
Deloitte, Dublin, Ireland
Advisor and Distributor:
Solas Financial

For further information please contact Solas Financial at the address below:

Solas Financial
Great Island Enterprise Park
Ballincollig
Co. Cork
Ireland
tel:
fax:
web:
email:

+353 (0) 21 487 5300

+353 (0) 21 487 5254
www.solasfinancial.com/teak
info@solasfinancial.com

Green Belt Limited

Main Street
Virginia
Co. Cavan
tel:
fax:
email:

+353 (0)49 854 8000

+353 (0)49 854 7509
info@greenbelt.ie