18 Feb 2010 12:46
THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA.
PALM HILLS DEVELOPMENTS S.A.E. Today Published a Public Subscription Notice in Connection with the Previously Announced Rights Issue
Cairo, February 18, 2010: In accordance with Egyptian capital markets requirements, PALM HILLS DEVELOPMENTS S.A.E. ("PHD" or the "Company") today published a Public Subscription Notice in connection with the previously announced rights issue (the "Rights Issue"). The Public Subscription Notice is available in Arabic in the national newspapers: Al Ahram and El Akhbar and in English on the Regulatory News Service of the London Stock Exchange and on the company website.
Key messages
- The Company is looking to raise approximately EGP700m (c.US$[128]m) through a Rights Issue to fund future expansion.
- The Company's core shareholder Mansour Maghraby Investment and Development ("MMID"), who currently hold [54]% , has communicated to PHD its intention to subscribe for a minimum of its existing pro rata entitlement in the Rights Issue.
- The new shares will be offered at a par value of EGP 2 per share to Eligible Shareholders, who will be able to subscribe for 1 new share for every 2 held.
Investors are referred to the full text of the Public Subscription Notice for details of the Rights Issue terms and timetable contained therein. We highlight here the following key features of the Rights Issue which reflect Egyptian capital markets practice.
The Company has approval to issue 349,440,000 shares in connection with the Rights Issue at the par value of EGP 2 per share, to raise a total of EGP 698,880,000 or approximately US$[128] million .Use of proceeds will be to finance the Company's future expansion.
Based on current shares outstanding of 1,397,760,000 this represents a ratio of 1 new share issued for every 2 shares held. The offer price of EGP 2 per new share represents a discount of approximately 78% to the closing price of PHD's shares of EGP 9.23 on 17 February 2010. The offer price of EGP 2 per new share represents a discount of approx 70% to the theoretical ex-rights price.
The record date for determining entitlements to new shares will be 5:00 pm (Cairo time) on 04 March 2010 (the "Record Date"). Existing shareholders, who hold shares on the Record Date, and individuals who have purchased shares on the Record Date will be eligible to participate in the Rights Issue ("Eligible Shareholders"). Shares will trade on an 'ex-rights' basis from 8:00 am (Cairo time) on 07 March 2010. The first subscription period for new shares will be open from 08 March to 06 April 2010 (the "First Subscription Period"). In addition, Eligible Shareholders will be able to participate in a second subscription round to acquire shares not taken up during the First Subscription Period, which is expected to be open from 11 April to 13 April 2010.
Entitlements to new shares (the "Share Rights") are not tradable. Eligible Shareholders who do not wish to subscribe for their share entitlement will not have the opportunity to monetise the value of their Share Rights. In addition, if the Rights Issue is completed, Eligible Shareholders will be significantly diluted if they do not exercise their Share Rights.
PHD has appointed Credit Suisse and HSBC as Joint Bookrunners on the Rights Issue.
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About Palm Hills:
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 Cairo-Alexandria 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.
Currently, PHD maintains an impressive roster of more than 30 projects strategically located nationwide and in the region.
For Further Information:
Investor RelationsMrs. 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.palmhillsdevelopments.com
The information contained herein is restricted and is not for publication, distribution or release, directly or indirectly, in or into, the United States, 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 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.
Any purchase of or application for the securities referred to herein should only be made on the basis of the information contained in any final offering document to be issued in connection with the potential Rights Issue. The price and value of, and income from, such securities may go up as well as down. Persons needing advice should consult a professional adviser.
The Rights Issue is not being made within 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 potential 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 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.
Credit Suisse Securities (Europe) Limited and HSBC Bank plc and their respective affiliates affiliates accept no responsibility for the accuracy or completeness of the contents of this press release. Credit Suisse Securities (Europe) Limited and HSBC Bank plc and their respective affiliates are acting for Palm Hills Development S.A.E. in connection with the Rights Issue and no-one else and will not be responsible to anyone other than Palm Hills Development S.A.E. for providing the protections afforded to their respective clients nor for providing advice in relation to the Rights Issue and/or any other matter referred to in this announcement.
Neither the content of PHD's website (or any other website, including but not limited to the websites of PHD's subsidiaries, joint ventures or restricted affiliates) nor the content of any website accessible from hyperlinks on PHD's website (or any other website, including but not limited to the websites of PHD'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 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.
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 PHDer 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.