Information Memorandum AL FALEH EDUCATIONAL HOLDING
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This Information Memorandum is dated 6 April 2021 Information Memorandum AL FALEH EDUCATIONAL HOLDING a Qatari Public Shareholding Company Listing of 240,000,000 ordinary fully paid-up shares in Al Faleh Educational Holding Q.P.S.C. on the Venture Market of Qatar Exchange QFMA DISCLAIMER The QFMA shall bear no liability for the validity, comprehensiveness and sufficiency of the details and information mentioned in this “Information Memorandum”, and QFMA explicitly declares that it bears no liability for any loss which could be incurred by any person taking decisions according to the whole or some of the aforesaid details or information. The QFMA also bears no responsibility towards any party in relation to the Company’s valuation analysis including the estimated values or assumptions that the Valuator had based his estimate on as well as any results in light of those estimates and assumptions. The QFMA will not provide any ratifications in relation to the technical aspects of the analysis or the economic, commercial and investment feasibility study for the estimates and assumptions which were determined by the analysis results and the value of the Company, whereas the QFMA’s role is limited to ensuring the implementation of the External Auditors and Financial Valuators Rules issued by the QFMA Board of Directors. The QEVM is a market for small and growing companies in Qatar. The potential Investor shall be aware of the risks that may result from investment in such companies and shall take his investment decision after consulting an independent legal or financial expert. This is an English translation of the Arabic Information Memorandum. However, this translation is unofficial and has not been approved by the QFMA and is considered only a draft that is provided as guidance for non-Arabic speakers. Listing Advisor Deloitte & Touche – Qatar Branch Independent Valuation Advisor International Legal Advisor Ernst & Young Eversheds Sutherland (International) L.L.P. Company Auditor KPMG 1 “We, the directors and the senior executive management of the Company, whose names and signatures appear below shall be jointly and severally responsible for the information and statements set out in this Information Memorandum. We hereby declare that we have endeavoured to ensure that the information and statements set out in this Information Memorandum are true and do not omit any information that may impair the significant, fullness and adequacy of the information.” Board of Directors Name Position Date of Appointment Signature H.E. Dr. Sheikha Aisha Bint Faleh Chairperson March 2021 Al Thani Sheikh Mohammad Bin Nawaf Al Vice Chairperson March 2021 Thani Sheikh Khalid Bin Nawaf Al Thani Director March 2021 Hussein Siddiqi Director March 2021 Professor Jenny Harrow Director March 2021 Professor Paul Palmer Director March 2021 Senior Management Sheikha Anwar Bint Nawaf Al Chief Executive Officer September 2018 Thani Director of Academic Affairs Graeme Garrett January 2019 (Primary and Secondary Education) Director of Academic Affairs Brian Adrian Buckley September 2017 (Higher Education) Farouk Jamil Soueid Director of Financial Affairs January 2002 Hishaam Hendricks Director of Operations September 2005 Director of Strategic Michael Peter Harris September 2017 Communications Jad Hardan Director of Information Technology November 2016 Javed Ahmed Shaikh Director of Human Resources September 2018 IMPORTANT INFORMATION IMPORTANT: You are advised to read this disclaimer carefully before accessing, reading or making any other use of the attached document (the “Information Memorandum”). In accessing the Information Memorandum, 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 us as a result of such access. This document has been prepared solely in connection with the proposed listing of 240,000,000 shares (the “Shares”) issued by Al Faleh Educational Holding Q.P.S.C (“Al Faleh” or the “Company”) and the proposed admission of the Shares to trading on the Venture Market of the Qatar Exchange (“QEVM”). The Company confirms that the information in this document is neither inaccurate nor misleading and is consistent with the information required to be in the Information Memorandum pursuant to the applicable rules of the Qatar Financial Markets Authority (“QFMA”). Copies of the Information Memorandum will, following publication, be available at the registered office of the Company in Doha, Qatar. This Information Memorandum does not constitute an offer or solicitation to buy, subscribe or sell the securities described herein, and no securities are being offered or sold pursuant to this Information Memorandum. Additional points to be noted All summaries of documents or provisions of documents provided in this Information Memorandum should not be relied upon as being comprehensive statements in respect of such documents. All equity investments carry market risks to varying degrees. The value of any security can fall as well as rise depending on market conditions. Potential investors, (the “Investors”) should read the risk analysis set out on pages 18-23 of this Information Memorandum. This is an unofficial English translation of the Arabic Information Memorandum. No reliance should be placed on the English translation as it has not been approved by the QFMA and is considered only a draft that is provided as guidance for non-Arabic speakers Statement of Investment Risk Prior to investing in the Shares, prospective Investors should carefully consider the risk factors relating to the Company’s business and the education sector in Qatar, together with all other information contained in this Information Memorandum. The Company’s senior management believes that the risks mentioned in this Information Memorandum are the material risks facing the Company and its business. However, these risks and uncertainties are not the only issues that the Company faces; additional risks and uncertainties not presently known to it or that it currently believes not to be material may also have a material adverse effect on the Company’s financial condition or business success. If any combination of these risks actually occurs, the Company’s business, financial condition, cash flows and results of operations could be adversely affected and may result in bankruptcy or liquidation. If this occurs, the market price of the Shares may decline and Investors could lose part of or all of their investment. Additionally, this Information Memorandum contains forward-looking statements that are also subject to risks and uncertainties. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by the Company as described below. It should also be noted that the risks below are to an extent interrelated. The occurrence of one risk may trigger other risks to materialise. For example, if there is a material downturn in the Qatari economy, the Company could incur substantial operational losses and could, in turn, experience an increased need for liquidity and as a result become over-leveraged. Each of these is a separate risk described below but demonstrates the interconnection between these and other risks to which the Company is exposed. In order to obtain more information on the risks, Investors in the Shares must take into consideration, please refer to the risk analysis set out in this Information Memorandum on pages 18-23. Unless the context otherwise requires, capitalised terms used in this Information Memorandum have the same meaning given on pages 185-188 of this Information Memorandum. This Information Memorandum relating to the Company is prepared in accordance with the QFMA Listing Rules and the Companies Law. The Arabic Information Memorandum has been approved for printing and circulation by the QFMA. This Information Memorandum relates solely to the Listing. At an EGA held in Doha, Qatar on 6 February 2021, the Shareholders unanimously approved the conversion of the Company from a limited liability company into a public shareholding company and to list and admit all of the Shares of the Company being 240,000,000 shares for trading on the QEVM. Following the Listing, at least ten percent (10%) of the total number of Shares shall be offered or sold to public within one year. 3 TABLE OF CONTENTS 1. IMPORTANT INFORMATION ............................................................................................ 5 2. ARRANGEMENTS FOR ADMISSION AND TRADING ................................................... 9 3. EXECUTIVE SUMMARY .................................................................................................. 10 4. VALUATION METHODOLOGY ...................................................................................... 15 5. RISK FACTORS .................................................................................................................. 18 6. QATAR’S ECONOMIC ENVIRONMENT ........................................................................ 24 7. QATAR’S EDUCATIONAL ENVIRONMENT ................................................................. 27 8. THE COMPANY ................................................................................................................. 32 9. MANAGEMENT, SHAREHOLDERS AND CORPORATE GOVERNANCE ................. 46 10. RELATED PARTY TRANSACTIONS .............................................................................