Orascom Development Holding AG
EQS-Adhoc: Orascom Development Holding AG: announces details of rights offering
EQS Group-Ad-hoc: Orascom Development Holding AG / Key word(s): Capital
Increase/Capital Increase
Orascom Development Holding AG: announces details of rights offering
03.12.2015 / 07:00
Release of an ad hoc announcement pursuant to Art. 53 KR.
The issuer is solely responsible for the content of this announcement.
--------------------------------------------------------------------------------
Press Release
Orascom Development Holding announces details of rights offering Altdorf/Cairo,
3 December 2015 - Orascom Development Holding AG (SIX: ODHN, "ODH" or the
"Company") today publishes the terms of the planned rights offering. As
previously announced on 30 November 2015, ODH plans to raise new equity capital
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.
The rights offering relates to 11,866,779 new registered shares. The ODH Board
of Directors has set the offer price at CHF 11.28 per share, below the nominal
value and at a slight premium to the 30 day Volume Weighted Average Price
"VWAP". As a result of this transaction, the equity of the Company, before
deducting transaction fees, will be increased by CHF 133.8 million. This
increase will come from gross cash proceeds of CHF 49.6 million and the
conversion of a loan from our major shareholder of CHF 84.2 million into equity.
The remainder of the newly created share capital will be a mere reclassification
of reserves into share capital in order to comply with Swiss Corporate Law
restrictions.
ODH shareholders will receive one subscription right for every registered share
they hold on 7 December 2015 (after market close). 12 Subscription rights will
grant the holder the right to purchase 5 new shares against payment of the offer
price, subject to certain restrictions applicable to the rights offering,
including restrictions under relevant securities laws.
The subscription rights must be exercised between 8 December and 14 December,
12:00 noon CET. Subscription rights which have not been validly exercised during
the rights exercise period will expire without compensation. The listing and
first trading day of the new registered shares on SIX Swiss Exchange is expected
to occur on 16 December 2015 and delivery of the new registered shares against
payment of the offer price on 17 December 2015.
Holders of our Egyptian Depository Receipts ("EDRs") will be able to exercise
the subscription rights relating to the shares underlying the EDRs through the
central depositary for the EDRs, Misr for Clearing, Settlement, and Central
Depository ("MCSD"), and subscription will be in EGP. Each EDR will be priced at
1/20 of the offer price per share of CHF 11.28, which is the equivalent of CHF
0.5640 in EGP at the Central Bank of Egypt's official prevailing 'sell' exchange
rate on Wednesday, December 2nd, 2015
Our main shareholder Samih O. Sawiris has committed to participate, 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 an existing loan in the amount of CHF 84.2 million granted to
ODH against the aggregate offer price of such offered shares. In addition, Samih
O. Sawiris, through a controlled entity, has entered into a commitment to
purchase for an aggregate amount of up to CHF 49.6m all offered shares for which
rights were not validly exercised by existing shareholders at the same
conditions as for existing shareholders of the company.
For further information on the capital increase, please refer to the offering
and listing prospectus published today.
The expected timetable for the capital increase is as follows: 3 December 2015
Announcement of details of rights offering
Publication of offering and listing prospectus
7 December 2015 After close of trading on SIX Swiss Exchange: Cut-off date
for determination of existing shareholders for the
entitlement of subscription rights. Shareholders who
acquire registered shares after the cut-off date will
acquire shares without entitlement to subscription rights
8 December 2015 Start of rights exercise period
14 December 2015 12:00 noon CET: End of rights exercise period
After close of trading on SIX Swiss Exchange: press
release regarding the number of exercised subscription
rights (take-up)
16 December 2015 Listing and first day of trading of new registered shares
17 December 2015 Delivery of the new registered shares against payment of
the offer price
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
--------------------------------------------------------------------------------
03.12.2015 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.
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
420753 03.12.2015