3 Mar 2010 08:53
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN AND AUSTRALIA
Notice to Eligible Holders of GDRs Regarding
the Rights Issue by Palm Hills Developments S.A.E.
Cairo, 3 March 2010: The Board of Directors of Palm Hills Developments S.A.E. ("PHD" or the "Company") is pleased to provide further details to holders of its global depositary receipts ("GDRs") and confirmation of the timetable for the Company's rights issue (the "Rights Issue") announced on 18 February 2010 as it affects GDR holders.
As previously announced, the Company will offer up to 349,440,000 new ordinary shares (the "New Shares") in the Rights Issue at a subscription price of EGP 2 per New Share. The Rights Issue will include new GDRs (the "New GDRs"), each representing five (5) New Shares, to eligible holders of GDRs at a subscription ratio of one (1) New GDR for every two (2) GDRs held. The rights will not be tradable. The Rights Issue is not being underwritten. The record date for GDR holders will be 5.00 p.m. (New York time) on 10 March 2010 (the "GDR Record Date").
Eligible GDR holders that wish to subscribe for New GDRs will be required to deposit an amount (the "Deposit Amount") per New GDR representing the US dollar equivalent of EGP 10 (representing five times the subscription price per New Share), plus 10% of that amount to cover currency exchange rate fluctuations, currency conversion expense, the issuance fee of The Bank of New York Mellon (the "Depositary"), other expenses and taxes. Any excess funds will be returned to GDR holders by the Depositary following the closing of the Rights Issue. If the Deposit Amount should be less than the final US dollar subscription price for New GDRs plus the Depositary's issuance fee, currency conversion expense and any other applicable expenses and taxes, then subscribing GDR holders will not receive their New GDRs until they pay the deficiency. On 11 March 2010, the Depositary will issue a notice, via Euroclear and Clearstream, to GDR holders which will include instructions as to certifying eligibility. GDR holders that certify that they are eligible to participate in the Rights Issue will receive additional information, including the Deposit Amount. The first subscription period for the New GDRs is expected to be between 12 March 2010 and 26 March 2010.
To the extent that shareholders (including GDR holders) do not subscribe for all the New Shares in the initial subscription period, the unsubscribed New Shares (the "Unsubscribed Shares") will be offered to all existing shareholders (including GDR holders) through an over-subscription process. The number of Unsubscribed Shares is expected to be announced by PHD on 7 April 2010. The over-subscription period for the New GDRs is expected to end at 5:00 p.m. (New York time) on 31 March 2010. This means that GDR holders that seek to purchase additional New GDRs in the over-subscription will need to make their application and pay the Deposit Amount before they know how many Unsubscribed Shares, if any, will be available for over-subscription. Each shareholder (including the Depositary) may place an over-subscription order for up to, but not more than, the total number of Unsubscribed Shares. To the extent that over-subscription orders exceed the number of Unsubscribed Shares, the Unsubscribed Shares will be allocated to subscribers on a pro rata basis. As a result, holders may not receive the full number of New GDRs they seek as part of the over-subscription.
The Rights Issue is not being extended into the United States and no subscriptions will be accepted from holders in the United States. It is also subject to restrictions in other jurisdictions.
Because the Rights Issue is being made at the par value of the Company's ordinary shares, which is significantly less than the Company's current share price, holders of shares or GDRs that do not participate in the Rights Issue will experience significant dilution.
Investors should make their own assessment of the merits and risks involved in acquiring, holding or disposing of ordinary shares and/or GDRs in the Company, including investment, tax, legal or accounting matters.
INDICATIVE TIMETABLE FOR GDR HOLDERS
| Indicative Date | GDR Action |
| 5:00 p.m. (Cairo time) 4 March 2010
| Local Share Record Date |
| 5 March 2010 | Last Day of Trading Cum Rights
|
| 8 March 2010 | Anticipated GDR Ex-rights Date
|
| 5:00 p.m. (New York time) 10 March 2010 | GDR Record Date
|
| 11 March 2010 | Depositary Notice Distributed (via Euroclear and Clearstream) to GDR Holders • Certification required: immediate action required by GDR holders to certify their eligibility to participate to the Depositary as Eligible Investors; certification is required to receive subscription and over-subscription materials from the Depositary
|
| 12 March 2010 | GDR Subscription and Over-Subscription Periods Begin
|
| 5:00 p.m. (New York time) 26 March 2010 | GDR Subscription Period Ends • GDR holders required to submit subscriptions and payment to the Depositary for initial subscriptions up to their pro rata allocation of the Rights Issue
|
| 5:00 p.m. (New York time) 31 March 2010
| GDR Oversubscription Period Ends • GDR holders must return completed over-subscription materials and payment for full amount of desired over-subscription to the Depositary
|
| 7 April 2010 | PHD Anticipated Announcement of Results of Initial Subscription
|
| 15 April 2010 | Announcement of Final Results of Rights Issue
|
| 15 April 2010 | Anticipated Admission of the New GDRs to the Official List of the UK Listing Authority and trading on the London Stock Exchange |
GDR holders should note that the clearing systems will establish their own cut-off dates and times for subscriptions that will be earlier than the dates noted above. Eligible Holders are responsible for determining the cut-off time that applies to them and acting, or instructing their financial intermediaries to act, before that time.
For the purposes of the Rights Issue, an "Eligible Investor" is a holder of GDRs as of the GDR Record Date that has certified that it is not located in the US and is exercising GDR rights in an "offshore transaction" as defined in Regulation S under the U.S. Securities Act of 1933, as amended and: (i) if located in the United Kingdom it is an investment professional, high net worth entity or person or a person to whom section 21 of the Financial Services and Markets Act 2000 applies; and (ii) if located in the European Economic Area, it is a "qualified investor" within the meaning of the relevant implementation of Article 2(1)(e) of the Directive of the European Parliament and of the Council 2003/71/EC.
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About Palm Hills Developments
Palm Hills Developments ("PHD") is a leading real estate company in the Egyptian market, primarily developing upper-middle to high end, integrated residential real estate and resort projects. Founded in 2005 by Mansour and Maghraby Investment and Development (MMID), the Company's ordinary shares are listed on the Egyptian Stock Exchange. The Company is also listed on the London Stock Exchange by way of Global Depositary Receipts.
Presently, PHD has one of the largest and most geographically diversified land banks in the country, suitable for the development of a broad range of real estate products, specifically residential, commercial and resort communities.
For Further Information:
Mrs. Sara El Gawahergy
Investor Relations Manager
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.palmhillsdevelopments.com
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 potential 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 potential Rights Issue and distribution of this document and other information in connection with the potential 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 PHD. In addition, no agent or representative of PHD 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 PHD 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 PHD's website (or any other website) nor the content of any website accessible from hyperlinks on PHD's 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 PHD's control that could cause PHD's 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 PHD's 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. PHD 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.