Orascom Development Holding AG
EQS-Adhoc: Orascom Development Holding AG: Khaled Bichara to become Chief Executive Officer of Orascom Development Holding (ODH), Accelero to provide advisory services, announcement of intention for capital increase
EQS Group-Ad-hoc: Orascom Development Holding AG / Key word(s):
Miscellaneous/Miscellaneous
Orascom Development Holding AG: Khaled Bichara to become Chief Executive Officer
of Orascom Development Holding (ODH), Accelero to provide advisory services,
announcement of intention for capital increase
30.11.2015 / 07:00
Release of an ad hoc announcement pursuant to Art. 53 KR.
The issuer is solely responsible for the content of this announcement.
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Press Release
Khaled Bichara to become Chief Executive Officer of Orascom Development Holding
(ODH), Accelero to provide advisory services, announcement of intention for
capital increase
Altdorf/Cairo, 30 November 2015 - The Board of Directors of Orascom Development
Holding AG (Orascom Development, ODH) has signed a six year advisory agreement
with Accelero Capital Management Company Limited ("Accelero Capital") whereby
Accelero Capital will provide advisory services to assist ODH in implementing an
operational and financial turn-around under the guidance of the Board of
Directors and management of ODH. The Board of Directors of ODH announces that it
has appointed Mr. Khaled Bichara as the new CEO effective 1 January 2016
Mr. Khaled Bichara, born 1971, is the CEO and Co-Founder of Accelero Capital. He
served as Group President and Chief Operating Officer of VimpelCom Ltd
("VimpelCom"), Group Chief Executive Officer of Orascom Telecom Holding S.A.E.
("OTH") as well as Chief Operating Officer of Wind Telecomunicazioni S.p.A.
("Wind Italy"). He was also the co-founder, Chairman and CEO of "LINKdotNET".
Mr. Samih O. Sawiris commented: "We are delighted to welcome Khaled Bichara on
board as CEO and Accelero Capital to assist the Board and the management in
ODH's turnaround journey. Accelero Capital, led by Khaled, has a successful
track record globally of strategic investments and operations. Khaled is a
proven leader who has wide experience and an excellent track record of
delivering results." Mr. Sawiris also expressed the Board's confidence in Mr.
Bichara.
"We are excited to be working closely with the creators of global touristic
landmarks to help unlock the potential value of this great Group. We are
confident that our combined experience will enable us to optimize the value of
ODH's assets" said Mr. Bichara. With the appointment of Mr. Bichara as CEO, who
will assume a non-executive role at Accelero Capital, the interim period of Mr.
Sawiris and Dr. Eskandar Tooma, interim Chief Financial Officer, comes to an
end. Mr. Sawiris will be able to focus on his role as Chairman of the Board. The
management will present to the Board candidates to assume the role of the CFO
within the next five months. Dr. Tooma, board member and ad-interim Chief
Financial Officer, has agreed to maintain his interim function until the
sign-off of the financials for the FY 2015, which is expected at the end of
April 2016. Thereafter, Dr. Tooma will continue to serve as a board member at
least until the next general shareholder meeting.
Subject to approval by the ODH's shareholders' annual general meeting in 2016,
Mr. Bichara will be entitled to a fixed base salary and to a contingent
compensation pursuant to an agreed formula. According to this formula, Mr.
Bichara will, subject to certain conditions, be awarded 10% of the incremental
market capitalization of ODH above a hurdle rate of 8% per annum. The award
accrues over a vesting period of six years and is subject to usual forfeiture
and acceleration provisions.
Intention for capital increase to support real estate development initiatives
In order to strengthen its financial resources and to support the further
financing of the real estate developments required to meet the minimum build
obligations in Oman and Montenegro for 2016 and 2017, ODH intends to increase
its share capital by up to approximately CHF 278 million. Subject to market
conditions, the capital increase is expected to be executed before the end of
the year. The current intention is to conduct a capital increase by way of a
rights offering with a fixed offer price set near the average ODH trading price.
The new registered shares shall be issued utilizing the ODH Board of Director's
existing authorization to increase the share capital by issuing a maximum of up
to 12'000'000 fully paid-up registered shares. It is intended that a part of the
new shares will be created by converting available reserves into share capital.
The offer price will hence be below the par value. Holders of our Egyptian
Depository Receipts ("EDRs") will be able to exercise the Rights relating to the
Shares underlying the EDRs through the central depositary for the EDRs, Misr for
Clearing, Settlement, and Central Depository (MCSD).
Our main shareholder Samih O. Sawiris intends to participate, directly or
indirectly through controlled entities, in the capital increase through the
exercise of all of the subscription rights allotted to him (or to entities
controlled by him) by way of setting off his existing loan granted to ODH
against the aggregate offer price of such offered shares. In addition, Samih O.
Sawiris, directly or indirectly through controlled entities intends to enter
into a commitment to purchase offered shares for which rights were not validly
exercised by existing shareholders at the same conditions as for existing
shareholders of ODH.
Mr. Samih O. Sawiris commented: "I am fully supportive of the contemplated
rights issue, which will help us further invest in our diversified portfolio of
assets."
Details on the rights offering will be announced at the time of the launch of
the transaction.
About Orascom Development Holding AG
Orascom Development is a leading developer of fully integrated destinations that
include hotels, private villas and apartments, leisure facilities such as golf
courses, marinas and supporting infrastructure. Orascom Development's
diversified portfolio of destinations is spread over eight jurisdictions (Egypt,
UAE, Jordan, Oman, Switzerland, Morocco, Montenegro and United Kingdom), with
primary focus on touristic destinations. The Group currently operates eight
destinations; four in Egypt El Gouna, Taba Heights, Haram City and Makadi, The
Cove in United Arab Emirates , Jebel Sifah and Salalah Beach in Oman and
Andermatt in Switzerland. Orascom Development has a dual listing, with a primary
listing on the SIX Swiss Exchange and a secondary listing on the EGX Egyptian
Exchange.
Investor Relations Contacts
Sara El-Gawahergy
Head of Investor Relations
Tel: +0100 218 5651
Tel: +41418741711
Email: ir@orascomdh.com
Contact Media Relations
media@orascomdh.com
Disclaimer & Cautionary Statement
The information contained in this e-mail, its attachment and in any link to our
website indicated herein is not for use within any country or jurisdiction or by
any persons where such use would constitute a violation of law. If this applies
to you, you are not authorized to access or use any such information. Certain
statements in this e-mail and the attached news release may be forward-looking
statements, including, but not limited to, statements that are predications of
or indicate future events, trends, plans or objectives. Forward-looking
statements include statements regarding our targeted profit improvement, return
on equity targets, expense reductions, pricing conditions, dividend policy and
underwriting claims improvements. Undue reliance should not be placed on such
statements because, by their nature, they are subject to known and unknown risks
and uncertainties and can be affected by other factors that could cause actual
results and Orascom Development Holding AG's plans and objectives to differ
materially from those expressed or implied in the forward looking statements (or
from past results). Factors such as (i) general economic conditions and
competitive factors, particularly in our key markets; (ii) performance of
financial markets; (iii) levels of interest rates and currency exchange rates;
and (vii) changes in laws and regulations and in the policies of regulators may
have a direct bearing on Orascom Development Holding AG's results of operations
and on whether Orascom Development Holding AG will achieve its targets. Orascom
Development Holding AG undertakes no obligation to publicly update or revise any
of these forward-looking statements, whether to reflect new information, future
events or circumstances or otherwise. It should further be noted, that past
performance is not a guide to future performance. Please also note that interim
results are not necessarily indicative of the full-year results. Persons
requiring advice should consult an independent adviser.
The information contained herein shall not constitute an offer to sell or the
solicitation of an offer to buy, in any jurisdiction in which such offer or
solicitation would be unlawful prior to registration, exemption from
registration or qualification under the securities laws of any jurisdiction.
This document is not for distribution, directly or indirectly, in or into the
United States (including its territories and dependencies, any state of the
United States and the District of Columbia), Canada, Japan, Australia or any
jurisdiction into which the same would be unlawful. This document does not
constitute or form a part of any offer or solicitation to purchase, subscribe
for or otherwise acquire securities in the United States, Canada, Japan,
Australia or any jurisdiction in which such an offer or solicitation is
unlawful. ODH shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or under any
securities laws of any state or other jurisdiction of the United States and may
not be offered, sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, within the United States except pursuant to
an applicable exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. Subject to certain exceptions, the ODH shares are being offered and sold
only outside the United States in accordance with Regulation S under the
Securities Act. There will be no public offer of these securities in the United
States.
The ODH shares have not been approved or disapproved by the U.S. Securities and
Exchange Commission, any state's securities commission in the United States or
any U.S. regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the offering of the ODH shares or the accuracy or
adequacy of this document. Any representation to the contrary is a criminal
offence in the United States. The information contained herein does not
constitute an offer of securities to the public in the United Kingdom. No
prospectus offering securities to the public will be published in the United
Kingdom. This document is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order") or (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 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 document 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.
End of ad hoc announcement
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30.11.2015 News transmitted by EQS Schweiz AG. www.eqs.com - news archive:
http://switzerland.eqs.com/de/News
The issuer is responsible for the contents of the release.
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Language: English
Company: Orascom Development Holding AG
Gotthardstraße 12
6460 Altdorf
Switzerland
Phone: +41 41 874 17 17
Fax: +41 41 874 17 07
E-mail: ir@orascomdh.com
Internet: www.orascomdh.com
ISIN: CH0038285679
Valor: A0NJ37
Listed: Foreign Exchange(s) SIX
End of News EQS Group News Service
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