27 Sep 2018 08:32
Palm Hills Developments publishes the invitation to existing shareholders to subscribe to its rights issue
Cairo, September 27, 2018, Palm Hills Developments S.A.E. ("Company") is pleased to announce that it has published today in two daily newspapers the invitation to its existing shareholders to subscribe to its rights issue. The Company's Extraordinary General Meeting had approved the capital increase on September 6, 2018.
The English version of the capital increase notice is enclosed.
http://www.rns-pdf.londonstockexchange.com/rns/1330C_1-2018-9-27.pdf
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Investor Relations Contacts
Mamdouh Abdelwahab
Radwa Abu El Naga
Tel +202 353 51200 Extension: 1230/1504
Email: investor.realtions@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THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN.
Invitation to the Existing Shareholders to Subscribe to the Capital Increase of Palm Hills Developments SAE
| I. Company's General Data:
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| Name of Issuing Company: | Palm Hills Developments S.A.E. |
| Address of Head Office: | Smart Village, 6 October City, Giza Governorate.
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| Legal Form: | An Egyptian joint stock company subject to the provisions of the Investment Incentives and Guarantees Law No. 8 of 1997.
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| Governing Law: | Investment Incentives and Guarantees Law No. 8 of 1997 and its Executive Regulations and amendments thereof. |
| Objective of the Company: | Real estate investment in cities and new urban communities; reclaiming and cultivating desert land, provided that the land allocated is for the purpose of reclamation and cultivation and that modern irrigation methods are applied in farming; and no irrigation by sub-merging is applied. While taking into consideration the Prime Ministerial Decree No. 350 of 2007 and Presidential Decree No. 356 of 2008; and provided that the activity is practiced on the reclaimed and cultivated plot of desert land located after two kilometers outside the boundaries of Al Kata Area, East of the Cairo/Alexandria Desert Road -Km 49. The Company shall obtain all necessary licenses to undertake its activity. |
| Duration of the Company: | 25 years commencing on 10/01/2005 and ending on 09/01/2030.
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| Fiscal Year: | The fiscal year commences in January every year and ends in December of the same year. |
| Commercial Registration: | 6801 on 10/01/2005.
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| Stock Exchange Listing Status: | Listed on the Egyptian Exchange (EGX) in April 2008. |
| Central Depository Status: | All of the Company's shares are deposited in Misr for Central Clearing, Depository and Registry (MCDR), except 589 shares that are not deposited in the central depository system. |
Members of the Board of Directors:
| Name | Position on Board | Entity Represented | Expiry Date of Board Membership |
| Yassin Ibrahim Lotfy Mansour | Chairman and Managing Director | self |
Until the Ordinary General Meeting is convened set to ratify the annual financial statements for the fiscal year ending 31/12/2018 |
| Mohamed Al-Amin Ismael Lotfy Mansour | Deputy Chairman | self | |
| Mohamed Ahmed Sultan Ahmed | Managing Director | self | |
| Aly Thabet Sayed Farghaly | Managing Director for Financial Affairs | self | |
| Yasser Soliman Hesham Al-Malawyany | Board Member with expertise | self | |
| Hasan Mohamed Hasan Darwiesh | Board Member | self | |
| Yousef Mohamed Medhat Yousef Al-Far | Board Member with expertise | self | |
| Tarek Mohamed Medhat Abdelhady Abdelrahman | Managing Director | self |
Auditors:
| Name | Address |
| Dr. Ahmed Shawki and Mr. Alaa Abdel-Azim Mansour - Mostafa Shawki Office (Mazars) | 153 Mohamed Farid St., Downtown, Cairo |
| Mr. Ehab Morad Azer - Allied for Accounting and Auditing (Ernst & Young) | Rama Bldg., Plot 10A, Ring Road, Al-Katamia, Cairo |
Legal Advisor for the offering of the Rights Issuance:
| Name | Address |
| Mr. Mohamed Abdel Fatah - Attorney registered with the Court of Cassation - Head of Capital Markets at Matouk Bassiouny Office | 12 Mohamed Aly Ganah, Garden City, Cairo |
Shareholders holding over 5%, according to the Shareholders List issued by Misr for Central Clearing, Depository and Registry (MCDR) issued on 09/08/2018:
| Name | Number of present shares | Ratio of present shares to the Company's share capital |
| Mansour & Maghrabi for Investment & Development, S.A.E. | 955,001,787 | 41.361% |
| UPP CAPITAL INVESTMENT OWNER BY UNION PROPERTIES ONE PERSON CO LLC | 406,222,938 | 17.59% |
Capital:
| Authorized | Issued | Paid-up | Currency of paid-up capital |
| 10,000,000,000 | 4,617,899,452 | 4,617,899,452 | Egyptian Pounds ("EGP") |
| Number of shares in current capital: | 2,308,949,726 |
| Type of Issued Shares: | Ordinary nominal shares |
| Nominal Value per Share: | EGP 2 / share (two Egyptian pounds per share) |
| Status of Profits: | The increase shares have the right to receive dividends for the fiscal year ending December 31, 2018, in accordance with the decision of the general assembly to be adopted in this regard.
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| Tax Status: | First: Corporate Income Tax: - The Company enjoyed a tax exemption for ten years starting on the fiscal year following commencement of its activities on 14 March 2005 and ending on December 31, 2015. - The Company regularly complies with preparation of the tax returns applicable to income tax for juristic persons in accordance with Law No. 91 of 2005 and its executive regulations, and delivers the tax returns within the legally prescribed dates and settles the due tax in accordance with the tax returns. - Years from incorporation on March 14, 2005 until December 31, 2009: The Tax Authority claimed from the Company a tax difference amounting to approx. EGP 49.4 million, and the Company appealed such claim for tax differences. The dispute settlement committee issued a decision to reduce the tax differences to become approx. EGP 32.6 million. The Company paid the amount, and the Tax Authority has reviewed the payment receipts. - It appears that the Company has prepared the documents required for the tax inspection for the years from 2007 to 2009, and the concerned Tax Authority has not concluded its inspection to date. - Years from 2010 until 2012: the concerned Tax Authority issued Form (19) with the estimated tax differences and the Company appealed within the specified legal timelines. The said years were referred to the internal committee, and it was agreed with the Tax Authority that the said years will be inspected, and currently in the process of issuing a decree to re-inspect the said years from a documentation standpoint. - Years from 2013 until 2017: The Company regularly prepared its tax returns in accordance with Law No. 91 of 2005 and its executive regulations, and delivered the tax returns within the legally prescribed dates and settled the tax in accordance with the tax returns. - It was verified that no tax forms or claims were received for the years between 2013 and 2017.
Second: Salary and Wages Tax: - Years from incorporation of the Company in March 14, 2005 until December 31, 2009: examined and attached, and the tax was paid. - Years from 2010 until 2017: it appears that the Company has paid the applicable tax in a consistent manner in accordance with Law No 91 of 2005.
Third: Stamp Duty: - It appears that the Company complies with payment of the stamp duty tax on the requisite forms in accordance with Law No. 111 of 1980, as amended by Law No. 143 of 2006.
Fourth: Withholding Tax: - It appears that the Company complies with applying Article 59 of Law No. 91 of 2005 and its executive regulations.
Fifth: Value Added Tax (VAT): - It appears that the Company is not subject to VAT, as it is not subject to the VAT Law No. 67 of 2016 and its executive regulations.
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The status of litigation filed by and/or against the Company and its subsidiaries:
Based on the certificate provided by the legal advisor of the Company, there are a number of ongoing ordinary disputes filed by and against Palm Hills Developments and its subsidiaries, as follows:
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| Number of Ongoing Cases | Type of Cases | Total Value in EGP |
| 1. | 103 | Civil | 212,434,456 |
| 2. | 15 | Labor | 9,231,985 |
| 3. | 3 | Tax | 234,900 |
| 4. | 8 | Criminal (checks) | 2,923,976 |
| 5. | 6 | Administrative | 2,000,000 |
| Total | 135 | Ongoing | 225,025,317 |
In addition, there is a comprehensive statement prepared by the legal advisor of the Company specifying all lawsuits filed by or against the Company and its subsidiaries, which is available at the Company's premises for review.
| Net Shareholders' Equity as per the most recent approved standalone financial statements as at 31/12/2017: | EGP 6,107,032,805 |
| Method for Distribution of the Company's Net Profits as per the Statutes: | The Company's net profits are distributed annually after deducting all general expenses and other costs, as follows: 1. A sum amounting to 5% of the profits is deducted to form the legal reserve. This deduction ceases when the reserve reaches 50% of the Company's issued capital, and deduction is resumed when the reserve falls below this percentage. 2. Employees are entitled a share of the distributable profits in cash, which shall not be less than 10% of the distributed profits, provided that the distributed amount does not exceed the amount equivalent to the total annual salaries of employees. 3. The remaining profits are distributed among the shareholders or carried forward based on the recommendation of the board of directors, or used to form an extraordinary reserve or money for extraordinary use. 4. The general assembly has the right to distribute all or part of the profits shown in the periodic financial statements of the Company, provided that the auditor's report is attached thereto.
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Insurance over the Company's Assets:
| Insured Asset | Insurance Amount | Expiry | Type
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| Club | EGP 106,377,200 | 24/7/2019 | Damage insurance |
| Club | EGP 66,712,900 | 6/8/2018 (renewal in process) | Damage insurance |
| Club Annex | EGP 24,501,400 | 6/8/2018 (renewal in process) | Damage insurance |
| Commercial shops | EGP 83,000,000 | 31/12/2018 | Damage insurance |
| Content of the Smart Village building | EGP 6,000,000 | 31/12/2018 | Damage insurance |
| Golf extension warehouse | EGP 100,000 | 4/2/2019 | Damage insurance |
| 40 Lebanon building + content of building | EGP 9,000,000 | 4/2/2019 | Damage insurance |
| Sales office (Fifth Settlement and Heliopolis) | EGP 8,000,000 | 4/2/2019 | Damage insurance |
| Sales office (Zamalek) | EGP 2,000,000 | 4/2/2019 | Damage insurance |
| Kattameya project | EGP 300,000,000 | 31/8/2018 | Contractor insurance |
| Golf Views project | EGP 383,006,049 | 31/8/2018 | Contractor insurance |
| Golf extension project | EGP 160,979,763 | 31/8/2018 | Contractor insurance |
| Golf Views project | EGP 94,140,672 | 31/8/2018 | Contractor insurance |
| Commercial complex No (8) | EGP 21,021,213 | 10/1/2019 | Contractor insurance |
| 45 vehicles | EGP 8,801,350 | 31/12/2018 | Owned vehicles |
| 16 vehicles | EGP 2,700,000 | 31/12/2018 | Trucks |
| Mortgages and liens on the Company's assets: | (a) Mortgages: - There are no commercial mortgages perfected on the Company's assets, in accordance with the commercial register of the Company. - The Company's loans are secured by certain cash flows from several projects of the Company. (b) Liens: - The Company has entered into financial leasing agreements in relation to certain assets owned by the Company with a number of companies operating in such field. The said transactions were recorded as a guarantee (power of attorney to sell) in return for recording the liabilities arising from such financial transactions as a financing activity (accounts payable) in accordance with the nature of the transactions, since the conditions required for recording such contracts as financial leasing were not concluded and such assets are deemed additional guarantees. - The value of the leasing agreements entered into has reached EGP 641.402 million, as follows:
- The guarantees set out in the preceding provision cover part of the cost of such assets, and are not in the full value of the asset. |
Loans:
The loans' balance as at December 31, 2017 amounted to EGP 2.926 billion, in accordance with the following:
| Bank | Type of financing | Financing limit in EGP | Date of contract | Payment term in years | Reason for financing | Balance at 31/12/2017 |
| Arab African International Bank | Medium term syndicated loan | 2.4 billion | 8 September 2014 | 6.5 | Financing Company's projects | 2.002 billion |
| National Bank of Egypt | Medium term syndicated loan | 852 million | 27 January 2017 | 8.5 | Finance the Company's project in 6th of October City with an area of 190 feddan. | 623.590 million |
| Arab Bank | Bank overdraft | 300 million | 27 February 2016 | renewed annually | Company financing | 299.999 million |
The Company obtained the above loans based on guarantees on certain cash flows from several projects of the Company.
| Business Risks:
| (a) Interest Risk: The interest risk comprises of the potential change in the interest rates and its impact on the current and future financial obligations, which includes interest and commissions on bank debts (overdraft), which may have a negative impact on the business results. The Company utilizes long-term financing sources without interest, comprising of the balance of down payments made by clients, in addition to adopting a policy for managing its available funds to reduce the risk of change in the interest rates.
(b) Credit Risk: The credit risk comprises of the inability of clients to pay their outstanding dues. This risk appears to be limited given that the Company deals with clients having good net worth, in addition to the fact that the Company does not deliver the contracted units prior to deposit by the client of negotiable bank instruments against the unpaid installments at the time of delivery.
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| Significant Accounting Policies Applied: | The financial statements were prepared in accordance with Egyptian Accounting Standards in light of Egyptian laws and regulations in force and the related laws and historical cost, and the financial statements are presented in Egyptian pounds. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Relations with Related Parties: | Related parties are those having direct or indirect relations with the Company, its subsidiaries or affiliates, or companies having a common interest, in addition to relations between the Company and key members of its top management or employees having significant impact, directly or indirectly, on making decisions. A related party transaction is any transaction, operation, or exchange of resources, services and obligations, arising between the Company and such parties, which must be concluded on the same basis as transactions with unrelated parties. A. Transactions with related parties:
B. Balances resulting from transactions with related parties:
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| Disclosures by Juristic Persons: | 1. Mansour & Maghrabi for Investment & Development, S.A.E., is owned 60.48% by Mr. Yassin Ibrahim Lotfy Mansour.
2. UPP CAPITAL INVESTMENT OWNER BY UNION PROPERTIES ONE PERSON CO LLC, is owned 100% by UNION PROPERTIES PJSC, which is listed on the Dubai Financial Market stock exchange.
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| Disclosures by Subsidiaries: | A. Investments in Subsidiaries and Affiliates:
First: Direct investments in subsidiaries and affiliates, as follows:
Second: Indirect Investments:
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| Related Party Contracts | The Ordinary General Meeting (OGM) of the Company dated 26/2/2017 approved the related party contracts between Palm Hills Developments and Royal Insurance Company in relation to insurance policies for the Company's vehicles and projects, as well as all types of insurance policies.
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| II. Subscription Data:
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| 1. Basis for the capital increase resolution: | According to the resolution of the Extraordinary General Meeting (EGM) convened on 6/9/2018, which approved the capital increase and amendment of Articles 6 and 7 of the Articles of Association of the Company pursuant to the outcome of subscription. | ||||||||||||||||||||||||||||||||||||||||||
| 2. Amount of the capital increase: | Increase of the authorized capital from EGP 6,000,000,000 to EGP 10,000,000,000, and increase of the issued capital from EGP 4,617,899,452 to EGP 6,157,199,270, by way of a capital increase in cash amounting to EGP 1,539,299,818 through issuance of 769,649,909 shares, in a rights issue made available for subscription by the existing shareholders pro rata their shareholding in the Company's capital. The increase shall be at the nominal value of the share amounting to EGP 2 per share, in addition to the issuance expenses at an amount of three piasters constituting 1.5% of the share's nominal value, provided that trading of the right shall be separate from the original share. | ||||||||||||||||||||||||||||||||||||||||||
| 3. Right to subscription: | According to the resolution of the Extraordinary General Meeting (EGM) convened on 6/9/2018, the existing shareholders of Palm Hills Developments S.A.E and holders and purchasers of the shares until end of the trading session on October 14, 2018, shall have the right to subscribe at the ratio of 33.3% of the shares owned by each shareholder in the issued capital prior to the capital increase. They shall also have the right to sell the subscription right in full or in part separately from the original share. The fractions of the subscription rights and increase shares shall be rounded in favor of the minority shareholders in an ascending order until there are no further fractions remaining. | ||||||||||||||||||||||||||||||||||||||||||
| 4. Conditions of payment | The value of the subscription amounting to EGP 2.03 (two Egyptian pounds and three piasters) per share shall be paid in full (which comprises of EGP 2 as nominal value + EGP 0.03 as issuance expenses per share). As for the separate subscription right, the opening trading price for trading of the subscription right shall be determined in the first trading session according to the applicable rules, which will be announced on the Egyptian Exchange (EGX) screens, as well as any price change thereto.
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| 5. Date of subscription | The subscription period shall commence on October 17, 2018 and end on November 15, 2018. The subscription period may be closed in the case where the subscription amount is covered in full.
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| 6. Recipient of subscription | Subscription shall be received by the Arab African International Bank and its following branches:
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| 7. Trading of the subscription right | The shareholders of the Company have the right to trade the subscription right separately from the original share during the period starting on October 17, 2018 (opening date of subscription) until November 12, 2018 (three days prior to the closing date of subscription), provided that the Company shall obtain the prior approval of Misr for Central Clearing, Depository and Registry (MCDR) for registration of the subscription right and apply for registration of the trading of the subscription right at the Egyptian Exchange (EGX), at least five business days prior to the date specified for opening the subscription window, in accordance with the securities listing and delisting rules of the Egyptian Exchange (EGX) and its executive regulations.
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| 8. Required documents | A copy of the National Identification Card for natural persons or the commercial register for juristic persons. In addition to the document evidencing the ownership of the shares on the date indicated in the announcement (statement of account issued by the custodian showing the balance of shares owned or subscription rights on the date indicated in the announcement).
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| 9. In the event subscription is not covered | In the event subscription is not covered in the first subscription round, the subscription window will be opened for another round for the remaining shares not subscribed to, which shall be available to the existing shareholders that have not sold their subscription right and the purchasers of the subscription right, without limitation to the subscription percentages. In the event of oversubscription in the remaining shares, the allocation shall be prorated based on the number of shares requested and number of remaining shares available, and the fractions shall be rounded in favor of the minority shareholders. The bank shall reimburse overpaid amounts received for the subscription to the remaining shares within one (1) week from the date of closing the subscription, to be collected from the bank receiving the subscription to be announced at such time.
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| 10. Plan of the Company for using the funds: | 1. Develop the Badya project in West Cairo with an area of 3,000 feddan: In September 2017, Palm Hills Developments signed the definitive co-development agreement with the New Urban Communities Authority with the objective of a joint development with revenue sharing, for a fully-fledged residential project spreading over 3,000 feddan in West Cairo. The project is considered a fully integrated residential city that includes apartments, as well as standalone units, complemented with a wide range of facilities and commercial, educational and entertainment services. The Company launched the reservations and sales for the residential units in the first phase of the project in Q2 2018, and the project achieved unparalleled success in terms of sales and new reservations. The Company seeks to commence development of the project's infrastructure in terms of internal utilities, building works, and main developing components. Required funding: EGP 989,299,818. 2. Develop the commercial area in Palm Hills New Cairo project, East Cairo spreading over 100 feddan: Palm Hills Development seeks to increase its investments in the commercial sector by adding new commercial projects to its current list of projects in East Cairo, through a development on an area of around 100 feddan in the Palm Hills New Cairo project. It is expected that the project will include a mall, international schools, offices, administrate buildings and a social club. Required funding: EGP 150,000,000. 3. Develop a commercial/residential project in West Cairo spreading over 205 feddan: Palm Hills Developments seeks to increase its land bank by entering new projects and co-developments on a revenue sharing basis, as currently adopted by the state. This includes bidding for a prime land plot in Sheikh Zayed City overlooking the 26th of July Corridor, with a total area of 205 feddan. The plot of land was awarded to Palm Hills, and is currently awaiting for issuance of the final allocation letter and signing the definitive co-development agreement. It is worth noting that in September 2017, the New Urban Communicates Authority announced a bid for several plots of land in the new urban communities, including the plot of land mentioned above. Palm Hills had entered the bid for purchase of this plot through Palm Hills El Alamein for Real Estate Development Company (one of its subsidiaries and owned by 40%). In the event the bid is not awarded to the Company or the Company fails to reach a final agreement on the revenue sharing contract, the funds will be allocated in a savings deposit until an alternative investment opportunity is available, or to cover the Company's cash liquidity needs resulting from existing projects. Required funding: EGP 250,000,000. 4. Develop the Crown project in West Cairo spreading over 190 feddan: The Company entered into a contract with the Ministry of Housing and Urban Communities in January 2017 regarding the acquisition of a land plot spreading over 190 feddan in the Eastern Extension Area in 6th of October City. In May 2017, the Company launched the project and sales, achieving new sales amounting to EGP 907 million until June 30, 2018. Required funding: EGP 150,000,000. | ||||||||||||||||||||||||||||||||||||||||||
| 11. Expected return from this utilization: | - Develop the infrastructure for the Badya project, in terms of internal utilities, building works, and main developing components that will assist the Company in achieving new sales and reservations for the remaining phases. - Expand the Company's commercial sector by adding new commercial projects to its current list, and secure a consistent and recurring source of revenue, expected to represent 25% of the net profits in 2020. - Increase the Company's land bank by entering new co-development projects and revenue sharing arrangements, as currently implemented by the state. | ||||||||||||||||||||||||||||||||||||||||||
Significant financial indices according to the financial statements for the last three years pursuant to the most recent financial position as of:
| Significant financial indices | Statement | 31/12/2017 | 31/12/2016 | 31/12/2015 |
| Liquidity ratio | Current assets/ Current liabilities | 1.74 | 1.56 | 1.83 |
| Equity structure | Total Equity/ Total assets | 39.25% | 47.26% | 52.46% |
| Equity structure | Total liabilities/ Total assets | 60.75% | 52.74% | 47.54% |
| Profitability ratio | Gross Profit / Total assets | 4.43% | 4.22% | 7.37% |
| Profitability ratio | Net profit / Total assets | 1.56% | 2.36% | 6.01% |
| Profitability ratio | Net profit / Total Equity | 3.98% | 5.00% | 11.46% |
| Investor Relations' Officer: | Mamdouh Abdel Wahab; Radwa Aboul Naga |
| Address: | Smart Village, Abou Rawash, 6th of October City |
| Telephone: | +202 353 51200 |
| Fax: | +202 353 51208 |
Significant disclosure concerning purchasers of the subscription right:
The investors who purchased the subscription right separately from the original share shall take note of the following:
1. The period for purchase and sale of the subscription right commences on October 17, 2018 and ends on November 12, 2018, after which the subscription right will be delisted from the Egyptian Exchange and no trading thereon shall be effected.
2. The holder of the right is entitled to subscribe to the capital increase from October 17, 2018 until November 15, 2018.
3. The right to subscribe to the capital increase shares against the number of the rights purchased thereby during the subscription period commences on October 17, 2018 and ends on November 15, 2018.
4. In the event subscription to the increase is not covered in the first round, the subscription window will be opened again for the shares not subscribed in, and the existing shareholders that have not sold their subscription right and purchasers of the subscription right shall have the right to subscribe in the second round without limitation to their shareholding percentage. An announcement to this effect will be made after approval of the Egyptian Financial Regulatory Authority (FRA).
5. The right to trade the subscription right, either by sale or by purchase on the Egyptian Exchange, is effective during the period from October 17, 2018 until the end of the trading session on November 12, 2018, as long as no subscription was made to the capital increase shares corresponding to the number of the rights purchased thereby.
6. In the event of exercising the subscription right, the subscriber is not entitled to trade all or a part of the shares subject of the capital increase upon depositing the subscription value.
7. In the event of continuing to hold the right without subscription during the two subscription rounds referred to above (i.e. first and second subscription rounds), the right shall have no value, and shall have no legal or financial effect vis-à-vis the issuing company.
In the event where the last subscription day is an official holiday, the last subscription day shall be the following first business day.
Managing Director for Financial Affairs
Aly Thabet Sayed Farghaly
Disclaimer
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 capital increase and the 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.
The price and value of, and income from, the securities issued in the capital increase may go down as well as up. Persons needing advice should consult a professional adviser.
The capital increase 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 capital increase 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.