12 Apr 2010 07:00
12 April 2010
Translation
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN AND AUSTRALIA
PALM HILLS DEVELOPMENTS S.A.E.
An Egyptian Joint Stock Company incorporated in accordance with the provisions of Law No. 8 of 1997
Head Office located at the 6 of October Governorate
Registered at Cairo Commercial Register under No.6801
Authorized Capital EGP 3,500,000,000
Issued and paid Capital EGP 1,397,760,000
Palm Hills Developments S.A.E. announces an invitation to its existing shareholders to subscribe for shares not subscribed to in the initial subscription round of the company's capital increase in issued capital from EGP 1,397,760,000 to EGP 2,096,640,000, an increase in the amount of EGP 698,880,000, representing 349,440,000 shares
The Company's Board of Directors announce the opening of the subscription period for the remaining shares, amounting to 3,597,647 shares, representing 1.03 % of the capital increase shares, not subscribed to by the existing shareholders. The initial subscription to the capital increase was covered through subscription to 345,842,353 shares, representing a take-up of 98.97 %.
The subscription, to the remaining shares shall be offered to the existing shareholders at par value of EGP 2 per share, at no issuing charges, under the same terms and conditions provided in the notice published in Al Ahram and Al Akhbar newspaper on 18 February 2010.
Subscription Conditions:
The subscription to the remaining shares shall commence on 13 April 2010 and run until 15 April 2010 and is open to the existing shareholders, who held shares on 04 March 2010, and purchasers of shares on 04 March 2010.
Existing shareholders wishing to subscribe to the remaining shares may apply for up to the number of remaining shares without limiting the application to the percentage participation of the existing shareholders' shareholding. The subscription shall be through HSBC Bank Egypt in any of the following branches:
| Cairo Zone |
|
| Branch
Zamalek Head Office Downtown Heliopolis Nasr City El Obour Altagamou Alkhames Gamet Aldwal Alarabia Lebnan Dandy Mall Nile City | Address
3 Aboul Feda St. 306 Cornich-el-Nil, Maadi 13 Kasr El Nil St. 1, Roxy Square 29, Albatrawy St., off Abbas Alakkad St. 13 El Obour Bldgs., Salah Salem Avenue 106, St. No. 90, Nasr City 54, Gamet Al Dowal Al Arabia St., Mohandessin 25 Lebanon St., Mohandessin Alexandria-Cairo Desert Highway Nile City Towers, North Tower, Cornich El Nil
|
| Alexandria Zone Branch Alexandria Semouha |
Address 47, Sultan Hussein St. Azhar Alsaraya Bldgs.
|
| Sharm El Sheikh Zone Branch Sharm El Sheikh |
Address Alsalam St.
|
| Hurghada Zone Branch Hurghada |
Address 37 Algabal Alshamaly St.
|
| Luxor Zone Branch Luxor
|
Address Khaled Ibn Al Waleed St., Cornich El Nil, Iberotel Hotel, Luxor
|
| Lower Egypt Branch Mansoura |
Address 182, Algeish St.
|
Required Documents:
1. Copy of the ID card of the natural person or commercial register of a judicial person; and
2. Document evidencing ownership of shares on the 4 March 2010 (shareholder's statement of account issued by the depository book-keeper showing the balance of shares).
Oversubscription:
In the event that the remaining shares are over subscribed, then the allocation shall be based on the ratio between the remaining shares and shares for which the demand was made. Any fractional entitlements shall be rounded up and allocated to the minority shareholders.
The company shall reimburse overpaid amounts realized from the subscription to the remaining shares within one (1) week from the date of closing of the subscription period through the Bank receiving the subscription.
Investors Relationship:
Mrs. Sara El Gawahergy
PALM HILLS DEVELOPMENTS S.A.E.
Kilo 28 Cairo/Alex Desert Road,
Abou Rawash, Smart Village A4-B83,
Cairo, Egypt
Tel: +(202) 3535 1229
Fax: +(202) 3535 1225
Email: sara.elgawahergy@phdint.com
Website:www.phdint.com
Chairman of the Board of Directors
Yasseen Ibrahim Lotfy Mansour
This announcement was ratified on 11/04/2010 by the Egyptian Financial Supervisory Authority (EFSA).
DISCLAIMER:
These materials are not an offer for sale of any securities in the United States. The Company has not registered, and does not intend to register, any portion of the Rights Issue in the United States, and does not intend to conduct an offering of any securities in the United States. These securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended.
This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Rights Issue and distribution of this document and other information in connection with the capital increase in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorized by Palm Hills Developments. In addition, no agent or representative of Palm Hills Developments accepts any responsibility whatsoever for the contents of this document and no representation or warranty express or implied, is made by any agent or representative as to the information set out in this document. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of Palm Hills Developments or any of its subsidiaries, joint ventures or restricted affiliates, since the date of this announcement or that the information in it is correct as at any subsequent date.
Neither the content of Palm Hills Developments' website (or any other website) nor the content of any website accessible from hyperlinks on Palm Hills Developments' website (or any other website) is incorporated into, or forms part of, this announcement.
This document contains forward-looking statements, which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or including the words "targets," "believes," "expects," "aims," "intends," "may," "anticipates," "would," "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Palm Hills Developments' control that could cause Palm Hills Developments' actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding Palm Hills Developments' present and future business strategies and the environment in which it will operate in the future.
These forward-looking statements speak only as at the date of this document. Palm Hills Developments expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any of such statements are based.
The information contained herein is restricted and is not for publication, distribution or release, directly or indirectly, in or into the United States, Canada, Japan or Australia.
This communication is only directed at (i) persons who are outside the United Kingdom or to (ii) investment professionals falling within Article 14 of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 who are either (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (b) 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"). The securities referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive. This document is an advertisement and not a prospectus for the purposes of the applicable measures implementing the Prospectus Directive and as such does not constitute an offer to sell or the solicitation of an offer to purchase securities.