20 Apr 2015 08:00
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, 20 April 2015: The Board of Directors of Palm Hills Developments S.A.E. (the "Company") is pleased to provide further details to holders of its global depositary receipts ("GDRs") regarding the Company's rights issue (the "Rights Issue") announced on 4 April 2015 as it affects GDR holders.
As previously announced, the Company will offer up to 824,000,000 new ordinary shares (the "New Shares") in the Rights Issue at a subscription price of EGP 2 per New Share (plus fees of EGP 0.035 per New Share). The Rights Issue will include new GDRs (the "New GDRs"), each representing five (5) New Shares, to eligible holders of GDRs in proportion to their respective holdings of GDRs on the GDR Record Date (representing a subscription ratio of approximately 0.611131 New GDRs for every GDR held as of the GDR Record Date) The Rights Issue is not being underwritten. The record date for GDR holders is 5.00 p.m. (New York time) on 17 April 2015 (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 10.175 (representing five times the subscription price per New Share plus fees of EGP 0.035 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") of up to US$ 0.05 per GDR and 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 20 April 2015, the Depositary issued 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 about the Deposit Amount. The subscription period for the New GDRs will be between 9:00 a.m., New York time, on 20 April 2015 and 5:00 p.m., New York time, on 8 May 2015.
To the extent that GDR holders do not exercise their rights to subscribe for New GDRs, the Depositary will endeavour to sell the underlying share rights in the Egyptian market and will distribute the net proceeds of any sale of that kind, after deduction of expenses, fees and taxes that are or may be applicable, to the GDR holders entitled to them.
To the extent that shareholders 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 the Company as soon as practicable after 21 May 2015. The over-subscription period for the New GDRs will run at the same time as the subscription period for New GDRs and will expire at 5:00 p.m. (New York time) seven days following the publication by the Company of a notice relating to the Unsubscribed Shares. 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. If the Company announces that Unsubscribed Shares are 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 and in accordance with applicable law. 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 less than the Company's current share price, holders of shares or GDRs that do not participate in the Rights Issue will experience 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.
GDR holders should note that the clearing systems will establish their own cut-off dates and times for subscriptions that will be earlier than 5:00 p.m., New York time, on 8 May 2015 (the end of the GDR subscription period). 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 other person to whom communications regarding the Rights Issue can lawfully be made by an authorised person without breaching section 21 of the Financial Services and Markets Act 2000; 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.
Investor Relations Contacts
Mamdouh Abdelwahab
Ahmed Nour El-Din Hassan
Tel +202 35351200, Extension 1503
Investor.relations@phdint.com
The information contained herein is restricted and is not for publication, distribution or release, directly or indirectly, in or into, the United States of America, Canada, Australia or Japan.
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 therefor. The Rights Issue and the distribution of this document and other information in connection with the Rights Issue 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.
The price and value of, and income from, the securities issued in the Rights Issue may go down as well as up. Persons needing advice should consult a professional adviser.
The Rights Issue is not being made in or into the United States of America or to any U.S. person (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")). These materials are not an offer for sale of any securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from the registration requirements of Securities Act. 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 a public offering of any securities in the United States.
No person has been authorized 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 the Company. In addition, no agent or representative of the Company 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.
Neither the content of the Company's website (or any other website, including but not limited to the websites of the Company's subsidiaries, joint ventures or restricted affiliates) nor the content of any website accessible from hyperlinks on the Company's website (or any other website, including but not limited to the websites of the Company's subsidiaries, joint ventures or restricted affiliates) 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 the Company's control that could cause the Company'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 the Company'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. The Company 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.
This communication is only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); and (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"). 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 (as amended and 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.