Damas International Limited
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Damas International Limited (a company limited by shares incorporated in the Dubai International Financial Centre) Offer of 270,583,370 Shares (not including Shares subject to the Over-allotment Option (as defined below)) 270,583,370 ordinary shares with a nominal value of US$1.00 each (the “Shares”) of Damas International Limited (the “Issuer”), a company limited by shares incorporated in the Dubai International Financial Centre (the “DIFC”), are initially being offered in this initial public offering (the “Offer”). The Issuer owns directly and beneficially 100% of Damas LLC, a limited liability company organised under the laws of the United Arab Emirates (the “UAE”). Of the 270,583,370 Shares being offered in the Offer, the Issuer is issuing 233,845,546 Shares, and 36,737,824 Shares are being offered for sale by Amwal Al Khaleej Commercial Investment Co. (the “Selling Shareholder”). See “The Selling and Principal Shareholders”. The Issuer will not receive any proceeds from the sale of the Shares by the Selling Shareholder. The Shares are being offered outside the United States of America in offshore transactions in reliance upon Regulation S (“Regulation S”) under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and outside of Japan, Canada and Australia. Shares are also being offered in the DIFC only as an “exempt offer” pursuant to, and as defined in, the Offered Securities Rules of the Dubai Financial Services Authority (the “DFSA”) (the “Exempt Offer”). Prior to the Offer, there has been no public market for the Shares. Application has been made for the Shares to be admitted to the Official List of Securities of the Dubai International Financial Exchange (the “DIFX”) and to be listed on the DIFX under the symbol “DAMAS” (the “DIFX Admission”). There will not be any conditional dealings in the Shares prior to the DIFX Admission. It is expected that the DIFX Admission will become effective and that dealings in the Shares will commence on the DIFX on or about 8 July 2008 (the “Listing Date”). Payment for and delivery of the Shares is expected to be made through the book entry facilities of the Central Securities Depositary operated by the DIFX on or about 8 July 2008 (the “Closing Date”). Investing in the Shares involves certain risks. See “Risk Factors”. Offer Price: US$1.00 per Share The Issuer has granted to the Joint Global Coordinators (as defined below) an option to subscribe for, within 30 days from the Listing Date, up to an additional 40,587,506 Shares at the Offer Price, representing up to 15% of the total number of Shares in the Offer, solely to cover over-allotments or short positions resulting from stabilisation transactions, if any, in the Offer (the “Over- allotment Option”). If the Over-allotment Option is exercised in full, the Offer will amount to 311,170,876 Shares. See “Underwriting — Over-allotment Option”. The Shares are offered by the Underwriters (as defined below) when, as and if delivered to, and accepted by, the Underwriters and subject to their right to reject orders in whole or in part. Payment of, and delivery of, the Shares is expected to be made on the settlement date, which is expected to be on or about the Closing Date, through the book-entry facilities of the Central Securities Depositary operated by the DIFX. The DIFX takes no responsibility for the contents of this prospectus (“Prospectus”), makes no representations as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon any part of the contents hereof. DFSA Exempt Offer Statement: This Prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the DFSA. It is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Prospectus or taken steps to verify the information set out in it and has no responsibility for it. The securities to which this Prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If you do not understand the contents of this Prospectus, you should consult an authorised financial advisor. The Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States or to or for the account or benefit of U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. See “Underwriting — Selling Restrictions”. Joint Global Coordinators, Joint Bookrunners, Joint Institutional Lead Managers and Underwriters Credit Suisse HSBC The date of this Prospectus is 2 July 2008. TABLE OF CONTENTS NOTICE TO INVESTORS .......................................................... ii STABILISATION ................................................................. iii NOTICE TO UK INVESTORS ....................................................... iii NOTICE TO EUROPEAN ECONOMIC AREA INVESTORS ................................ iii NOTICE TO INVESTORS IN THE DIFC AND THE UAE .................................. iv NOTICE TO INVESTORS IN SAUDI ARABIA .......................................... iv NOTICE TO PERSONS IN AUSTRALIA, CANADA AND JAPAN ............................ iv NOTICE TO U.S. PERSONS......................................................... iv ENFORCEMENT OF FOREIGN JUDGMENTS .......................................... iv FORWARD-LOOKING STATEMENTS ................................................. v CERTAIN DEFINED TERMS ........................................................ v PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION .................... vi PRESENTATION OF MARKET, MARKET SHARE AND INDUSTRY DATA .................... vii SUMMARY ..................................................................... 1 SUMMARY OF THE OFFER ........................................................ 4 SUMMARY CONSOLIDATED FINANCIAL INFORMATION................................ 7 RISK FACTORS .................................................................. 10 USE OF PROCEEDS .............................................................. 19 DILUTION ...................................................................... 20 DIVIDENDS AND DIVIDEND POLICY................................................ 21 EXCHANGE RATE INFORMATION .................................................. 22 CAPITALISATION ................................................................ 23 SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA ............................ 24 OPERATING AND FINANCIAL REVIEW .............................................. 27 INDUSTRY OVERVIEW ........................................................... 43 BUSINESS ...................................................................... 47 MANAGEMENT.................................................................. 65 RELATED PARTY TRANSACTIONS .................................................. 71 THE SELLING AND PRINCIPAL SHAREHOLDERS...................................... 72 DESCRIPTION OF SHARE CAPITAL ................................................. 73 TRUST ARRANGEMENT .......................................................... 82 CLEARANCE AND SETTLEMENT ................................................... 84 OVERVIEW OF THE UAE .......................................................... 85 TAXATION ..................................................................... 88 UNDERWRITING ................................................................ 89 LEGAL MATTERS ................................................................ 93 INDEPENDENT AUDITORS ........................................................ 94 GENERAL INFORMATION ......................................................... 95 INDEX TO FINANCIAL STATEMENTS................................................ F-1 NOTICE TO INVESTORS This Prospectus constitutes an Exempt Offer statement for the purposes of Rule 3.2 of the Offered Securities Rules of the DFSA. This Prospectus is not a prospectus for the purposes of Section 12(a)(2) or any other provision of, or rule under, the U.S. Securities Act. To the best of the knowledge and belief of the Issuer’s directors, whose names appear under “Management” (the “Directors”), this Prospectus complies with the Markets Law 2004 of the DIFC and the Offered Securities Rules of the DFSA, and the Directors accept responsibility, jointly and severally, for the information contained in this Prospectus and believe that there are no other facts the omission of which would make this Prospectus or any statement herein misleading or deceptive. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this Prospectus or taken steps to verify the information set out in it and has no responsibility for it. The Issuer accepts responsibility for the information contained in this Prospectus, and having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of the Issuer’s knowledge, in accordance with the facts and contains