Electronic Transmission Disclaimer
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ELECTRONIC TRANSMISSION DISCLAIMER IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission disclaimer applies to the attached offering circular (this Offering Circular) and you are therefore advised to read this carefully before reading, accessing or making any other use of this Offering Circular. In accessing this Offering Circular, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Taaleem Management Services S.A.E. (the Company) or Sphinx Obelisk B.V. (the Selling Shareholder) or from CI Capital Investment Banking S.A.E. (CI Capital Investment Banking) as sole global bookrunner (the Sole Global Coordinator), Renaissance Capital Egypt for Promoting and Underwriting of Securities S.A.E. (Renaissance Capital) or First Abu Dhabi Bank PJSC (First Abu Dhabi Bank) (each a joint bookrunner and, together with the Sole Global Coordinator, the Joint Bookrunners), as a result of such access. You acknowledge that this electronic transmission and the delivery of this Offering Circular is confidential and intended only for you and you agree you will not forward, reproduce, copy, download or publish this electronic transmission or this Offering Circular (electronically or otherwise) to any other person. If you are not the intended recipient of this Offering Circular, please do not distribute or copy the information contained in this electronic transmission but instead delete and destroy all copies of this electronic transmission. The attached Offering Circular is being furnished to you solely for your information and does not constitute or contain investment advice to you and you are not authorized to, and you may not, forward or deliver this Offering Circular, electronically or otherwise, to any person or reproduce this Offering Circular in any manner whatsoever. Any forwarding, distribution or reproduction of this Offering Circular in whole or in part is unauthorized. Failure to comply with this directive may result in a violation of the U.S. Securities Act of 1933, as amended (the Securities Act), or the applicable laws of other jurisdictions. If you have gained access to this transmission contrary to any of the foregoing restrictions, you are not authorized and will not be able to purchase any of the securities described therein. THIS OFFERING CIRCULAR IS AVAILABLE ONLY TO INVESTORS WHO ARE (A) QUALIFIED INSTITUTIONAL BUYERS (QIBS) AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (RULE 144A); OR (B) OUTSIDE THE UNITED STATES AS DEFINED IN, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT (REGULATION S). NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES, EXCEPT IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES. YOU ARE NOT AUTHORIZED TO AND MAY NOT FORWARD OR DELIVER THIS OFFERING CIRCULAR, ELECTRONICALLY OR OTHERWISE, TO ANY OTHER PERSON OR REPRODUCE SUCH DOCUMENT IN ANY MANNER WHATSOEVER. ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THIS OFFERING CIRCULAR IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. This Offering Circular relates only to the International Offering, a simultaneous offer of shares will take place in Egypt to the Egyptian retail investors. Prospective Egyptian retail investors should refer only to the public subscription notice to be issued in connection with the Egyptian Retail Offering and should not rely on this Offering Circular. Confirmation of your representation: By accepting electronic delivery of this Offering Circular, you are deemed to have represented to the Company, the Selling Shareholder named in this Offering Circular and each of the Joint Bookrunners that (a) you are acting on behalf of, or you are either (i) an investor outside the United States transacting in an offshore transaction (in accordance with Regulation S under the Securities Act), or (ii) in the United States and a QIB that is acquiring securities for your own account or for the account of another QIB; (b) if you are in the United Kingdom, you are a “qualified investor” within the meaning of Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (EUWA) (the UK Prospectus Regulation) who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Order); (ii) fall within Article 49(2)(a) to (d) of the Order; or (iii) are otherwise persons to whom it may otherwise lawfully be communicated (all such persons being referred to as Relevant Persons); (c) if you are in any member state of the European Economic Area (EEA), you are a “qualified investor” within the meaning of Regulation (EU) 2017/1129 (the Prospectus Regulation); (d) the securities acquired by you in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public; and (e) if you are outside the United States, the United Kingdom and the EEA (and the electronic mail addresses that you gave the Company and to which this Offering Circular has been delivered are not located in such jurisdictions) you are a person into whose possession this Offering Circular may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located. This Offering Circular has been made available to you in an electronic form. You are reminded that circulars transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Selling Shareholder, the Joint Bookrunners, or any of their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever with respect to any difference between this Offering Circular distributed to you in electronic format and any hard copy version. By accessing this Offering Circular, you consent to receiving it in electronic form. A hard copy of this Offering Circular will be made available to you only upon request. Restriction: Nothing in this electronic transmission constitutes, and it may not be used in connection with, an offer of securities for sale to persons other than the specified categories of institutional buyers described above and to whom it is directed, and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. None of the Joint Bookrunners, any of their respective affiliates, or any of their respective directors, officers, employees or agents accepts any responsibility whatsoever for the contents of this Offering Circular or for any statement made or purported to be made by them, or on their behalf, in connection with the Company or the offer. Each of the Joint Bookrunners and any of their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract, or otherwise which they might otherwise have with respect to such Offering Circular or any such statement. No representation or warranty express or implied, is made by any of the Joint Bookrunners, or any of their respective affiliates as to the accuracy, completeness, reasonableness, verification or sufficiency of the information set out in this Offering Circular. Each of the Joint Bookrunners is acting exclusively for the Company and the Selling Shareholder and no one else in connection with the offer. The Joint Bookrunners will not regard any other person (whether or not a recipient of this Offering Circular) as their client in relation to the offer and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to their clients, nor for giving advice in relation to the offer or any transaction or arrangement referred to herein or in this Offering Circular. You are responsible for protecting against viruses and other destructive items. Your receipt of this Offering Circular via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. 2 INTERNATIONAL OFFERING CIRCULAR 2021 TAALEEM MANAGEMENT SERVICES S.A.E. (a joint stock company incorporated under the laws of the Arab Republic of Egypt) Combined Offering of 357,822,200 Shares including an International Offering of 339,931,090 Shares This offering circular (the Offering Circular) relates to an offering (the International Offering) of 339,931,090 existing ordinary shares, each with a par value of EGP 1, of Taaleem Management Services S.A.E. (the Company) by Sphinx Obelisk B.V. (the Selling Shareholder). In this Offering Circular, the International Offering, together with the Egyptian Retail Offering (as defined below), is referred to as the Combined Offering, the term Shares refers to the Company’s issued ordinary shares and the term International Offer Shares refers to the Shares offered in the International Offering.