Last checked at 17 Sep 2012 07:00
TRANSLATION FROM ARABIC
Summary of Resolutions
of the Extraordinary General Meeting
EFG Hermes Holding S.A.E.
16th of September, 2012
The Extraordinary General Meeting (EGM) of EFG Hermes Holding S.A.E. ("EFG Hermes" or the "Company") convened today, Sunday the 16th of September 2012, at 9:00 AM at the Mövenpick Pyramids Hotel Giza, to consider approving the necessary execution procedures in connection with the strategic alliance between EFG Hermes Holding S.A.E. and QInvest LLC, and the consequences of such transaction in light of the additional clarifications and observations noted by the Egyptian Financial Supervisory Authority (FSA) on 25/7/2012 on the minutes of the Extraordinary General Meeting held on 2/6/2012.
Below is the summary of the resolutions that have been approved by the EGM:
1. The Extraordinary General Assembly approved the Board of Directors' report with respect to the contemplated strategic alliance with QInvest LLC that involves the Company's Brokerage, Research, Asset Management, Investment Banking, and Infrastructure Fund businesses.
2. The Extraordinary General Assembly approved the fair value report issued by the Independent Financial Advisor (IFA), Grant Thornton which has been previously approved by the Company's Board of Directors' meeting held on 29/5/2012, in connection with the fair value of the Egyptian subsidiaries of EFG Hermes subject to the strategic alliance and referred to in the IFA report. The Company's auditor had previously approved the IFA report in accordance with the provisions of Article (33) of the Egyptian Stock Exchange's Listing Rules. The Board of Directors' report included all details concerning the perimeter companies that have been included within the IFA report prepared by Grant Thornton.
3. The Extraordinary General Assembly approved the sale of EFG Hermes' entire stake, held directly and indirectly, in its respective subsidiaries operating in the Brokerage, Research, Asset Management, Investment Banking, and Infrastructure Fund businesses to EFG Hermes Qatar LLC in consideration for USD250 million, with the transfer of the Egyptian subsidiaries operating in the brokerage, fund management and portfolio management businesses to take place upon obtaining the EFSA's non-objection on transferring the ownership of over 20% of the share capital of such entities.
The list of subsidiaries of EFG Hermes (Egyptian and non-Egyptian), owned directly or indirectly, subject to the transfer to EFG Hermes Qatar LLC have been listed in the Board of Director's report.
4. The Extraordinary General Assembly approved the transfer of the equivalent of 60% of the total seed capital injected by EFG Hermes Holding S.A.E., in a number of its managed funds, to QInvest LLC at market value at the last business day prior to transaction closing, which may vary from the current value as a result of prevailing market conditions. EFG Hermes Qatar LLC (through its respective subsidiaries post closing) will assume the management of such funds.
The details of the seed capital that the Company has injected in a number of its managed funds have been provided in the Board of Directors' report.
The meeting has also approved the authorization of the Board of Directors to take all the procedures and actions necessary to decide on the respective share in the seed capital that will be transferred to QInvest LLC, a procedure that will ultimately result in transferring an amount equivalent of 60% of the total seed capital injected by EFG Hermes Holding S.A.E. in such funds.
5. The Extraordinary General Assembly approved, in principle, the distribution of EGP4 per share to the shareholders of EFG Hermes Holding S.A.E., and the potential consequences that such distribution may possibly lead to a possible reduction of the nominal value per share and / or the buyback of certain amount of shares at the same price from all shareholders on a pro-rata basis. The Company will pursue the respective procedures and necessary approvals required to effectuate such distribution - including, but not limited to, obtaining the EFSA's approval on Form No.16 (in case of capital reduction) - following completion of the transfer of shares in the perimeter companies to EFG Hermes Qatar LLC and subject to receiving the EGM's approval prior to distribution as per the law.
The Extraordinary General Assembly has also confirmed that the listing status of EFG Hermes' shares on both, the Egyptian Exchange and London Stock Exchange, will remain unchanged.
6. The Extraordinary General Assembly approved the transfer of the trademark of EFG Hermes Holding S.A.E. "EFG Hermes" definitively to EFG Hermes Qatar, within one year of completing the transfer of ownership in the transaction perimeter companies to EFG Hermes Qatar, and approved in principle, in such case, to amend the name of EFG Hermes Holding S.A.E to "Egyptian Financial Group".
7. The Extraordinary General Assembly approved the following:
a. Put option, whereby EFG Hermes will have the right to sell to QInvest LLC the remaining 40% interest owned by the Company in EFG Hermes Qatar LLC pursuant to the terms and conditions of the agreement entered into with QInvest LLC for a consideration of EGP 1,000,000,000 (one billion Egyptian Pounds). The put option is exercisable following the 12th month and until the 36th month from the date EFG Hermes Holding S.A.E. Board of Directors' approved entering into an agreement with QInvest in connection with such transaction (N.B.: the agreement was signed on 3/5/2012).
b. Call option, whereby QInvest LLC will have the right to acquire the remaining 40% interest owned by the Company in EFG Hermes Qatar LLC in consideration for a floor price of USD 165,000,000 or the fair value at the time of execution, with such fair value being subject to a ceiling price that will be calculated according the details provided in the Board of Directors' report.
c. Authorizing the Board of Directors to exercise the put and accept the call option in accordance with the terms and conditions of the respective agreement.
8. The Extraordinary General Assembly approved a non-compete clause in favor of EFG Hermes Qatar LLC, whereby neither EFG Hermes Holding S.A.E. nor its subsidiaries shall be engaged in the businesses of the companies that will be transferred to EFG Hermes Qatar LLC; namely the Brokerage, Asset Management, and Investment Banking businesses; with that being enforceable promptly following the closing of the transaction and for a period of two years from the date of sale of EFG Hermes' 40% stake in EFG Hermes Qatar to QInvest (in the case of execution of the sale).
9. The Extraordinary General Assembly authorized the Board of Directors to take all the legal procedures and actions necessary to conclude the strategic alliance with QInvest as per the agreed upon structure and has delegated Mr. Hassan Mohamed Hassanein Heikal, the Chief Executive Officer and Mr. Yasser Hisham el Mallawany, the Chief Executive Officer, and Mr. Ramsay Adel Nasif Zaki the Chief Operating Officer to sign on behalf of the Company all the documents needed in this regard, as well as carrying out all the necessary procedures required by local and foreign governmental and other regulatory bodies for the execution of the strategic alliance in general; and the obtainment of all required approvals from local and foreign regulatory bodies in particular the EFSA, GAFI, and the Egyptian Exchange with respect to all procedures relating to the transfer of shares of Egyptian companies mentioned in resolution (2) above from EFG Hermes Holding S.A.E. to EFG Hermes Qatar LLC, including the execution of all contracts, documents, forms, as well as obtaining, signing and receiving documents and all files related to this transaction from EFSA, the Egyptian Exchange and signing all sell and buy orders or any other forms or documents necessary for the completion of this transaction vis-a-vis the Egyptian Exchange and its committees with the right to delegate others.
Moreover, the Extraordinary General Assembly authorized the Company's Board of Directors to execute any related-party contracts in connection with the strategic alliance that might be required with either QInvest LLC and/or EFG Hermes Qatar LLC.
The meeting has also delegated Mr. Ibrahim Moussa and Mr. Ahmed Abdel Karim, lawyers at the Company's legal department, to undertake all the necessary procedures required to submit and notarize the resolutions mentioned above and making any changes requested by the relevant administrative authorities, the commercial registry and EFSA.
For inquiries:
Investor Relations Contacts
Tel: +20 (0)2 35356710
Fax: +20 (0)2 3535 7017
Email: investor-relations@efg-hermes.com
www.efg-hermes.com