Last checked at 5 Feb 2021 17:26
Not for publication, distribution or release, directly or indirectly, in or into the United States of America, Australia, Canada, Japan, South Africa or any other jurisdiction in violation of the relevant laws of such jurisdiction.
[For inclusion in the UK RNS version: Cairo, Egypt:] Friday, February 5, 2021, Orascom Investment Holding S.A.E. hereby announces that it plans to submit the following letter to the Listing Department and Disclosure Department of the Egyptian Exchange before the commencement of trading on Sunday, 7th of February 2021:
To:
Listing Department
Disclosure Department
Egyptian Exchange
After greetings,
In execution of the provisions of article (35) of the Listing and Delisting Rules.
We present to you a request to suspend the trading of the shares of Orascom Investment Holding S.A.E. (the "Demerging Company") from the commencement of trading on Thursday 11th of February 2021 until the issuance of the Egyptian Exchange's committee's decision to register the capital reduction of the Demerging Company as well as register the shares of Orascom Financial Holding (the "Demerged Company") on the Egyptian Exchange and recommencement of trading of the shares for the Demerging Company and the commencement of trading of the shares of the Demerged Company.
Please note that the Demerging Company has received approval from the UK Financial Conduct Authority to suspend the trading of the GDSs representing the shares of the Demerging Company on the London Exchange from the commencement of trading in London on Thursday 11th of February 2021 until trading of the shares of the Demerging and the Demerged Companies on the Egyptian Exchange are permitted.
It is expected that on or about Tuesday, February 16th 2021, the shares of the Demerged Company will be distributed to the shareholders of the Demerging Company as at the end of Wednesday 10th February 2021 trading session on the Egyptian Exchange. Such time is considered to be the "record date" for determining the shareholders of the companies resulting from the demerger of the Demerged Company from the Demerging Company. The record date for the GDSs of the Demerging Company will be 5:00 p.m. (New York time) Wednesday 10th February 2021.
Please find attached hereto the estimated timetable for completing the procedures for registering and trading the shares of the companies resulting from the demerger of Orascom Investment Holding.
Chairman and Managing Partner:
Naguib Onsi Sawiris
THE ESTIMATED TIMETABLE FOR COMPLETING THE PROCEDURES FOR REGISTERING AND TRADING THE SHARES OF THE COMPANIES RESULTING FROM THE DEMERGER
Day | Date | Action Required |
Sunday | 07/02/2021 | Receipt by the Egyptian Exchange of a notice from Orascom Investment Holding S.A.E. (the "Demerging Company") before the trading session starts requesting trading on the company's shares be suspended from Thursday, 11/02/2021. |
Thursday | 11/02/2021 | The administration of the Egyptian Exchange suspends trading on the shares of the Demerging Company before the trading session starts. The UK Financial Conduct Authority suspends trading of the GDSs of the Demerging Company on the London Stock Exchange. The Demerging Company submits an application to the Egyptian Exchange and Misr for Central Clearing, Depository and Registry to transfer the ownership of the shares of its subsidiaries to Orascom Financial Holding S.A.E. (the "Demerged Company") in accordance with the demerging plan approved by the Extraordinary General Meeting held on 19/10/2020.
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Monday | 15/02/2021 | The completion of the transfer of ownership of the shares of the subsidiaries of the Demerging Company to the Demerged Company. |
Tuesday | 16/02/2021 | The Stock Exchange Listing Committee issues a decision approving the following: 1. Listing the shares of the Demerging Company, as amended. 2. Listing the shares of the Demerged Company. 3. Publication of the disclosure report for both companies (demerging and demerged) according to Article 138 of the Executive Regulations of Law No. 159 of 1981 on the trading screens (after the end of the registration committee session).
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Wednesday | 17/02/2021 | Publication of the disclosure report for both companies (demerging and demerged) according to Article 138 of the Executive Regulations of Law No. 159 of 1981 in two daily newspapers and the beginning of trading on both the demerging and demerged companies, and resumption of trading of the GDSs of the Demerging Company on the London Stock Exchange.
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This announcement, and any copy thereof, may not be directly or indirectly distributed in or to persons resident in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where such distribution could constitute a breach of the applicable laws of such jurisdiction.
This announcement does not constitute or form part of an offer of securities in the United States, or a solicitation to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities law of any state or jurisdiction in the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States except pursuant to an applicable exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States. The issuer of the securities has not registered, and does not intend to register, any portion of the transaction in the United States. There will be no public offer of securities in the United States.
This communication does not constitute an offer of the securities referred to herein to the public in the United Kingdom. No prospectus has been or will be approved in the United Kingdom in respect of the securities. This communication is being distributed to and is directed only at (i) persons who are outside the United Kingdom or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (SI 2005, 1529) (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment activity to which this communication relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.
In any European Economic Area Member State (each, a "Relevant State"), this communication is only addressed to, and is only directed at, qualified investors in that Relevant State within the meaning of Article 2(e) of the Prospectus Regulation and in the United Kingdom is only addressed to, and is only directed at, qualified investors, within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of United Kingdom domestic law by virtue of EUWA, (collectively "Qualified Investors"), i.e., only to investors who can receive the offer without an approved prospectus in such Relevant State and the United Kingdom.
This announcement contains statements which are "forward-looking statements" or could be considered as such. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'believe', 'estimate', 'anticipate', 'expect', 'intend', 'may', 'will', 'plan', 'continue', 'ongoing', 'possible', 'predict', 'plans', 'target', 'seek', 'will', 'would' or 'should'. All forward-looking statements are management's present expectations of future events and are subject to a number of factors and uncertainties that could cause actual events and results to differ materially from those described in the forward-looking statements. The company makes no undertaking whatsoever to publish updates or adjustments to these forward-looking statements, unless required to do so by law.