EFG-Hermes Holding S.A.E
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This document relating to EFG-Hermes Holding S.A.E. (the “Company”) comprises a prospectus (the “Prospectus”) for the purposes of Article 5 of EU Directive 2003/71/EC, as amended (the “Prospectus Directive”). This document has been approved as a Prospectus by the Financial Conduct Authority (the “FCA”) under section 87A of the Financial Services and Markets Act 2000 (the “FSMA”). Prospective GDS holders should rely only on the information in this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of the FSMA or paragraph 3.4 of the Prospectus Rules made under section 73A of the FSMA, the publication of this document does not, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus. EFG-Hermes Holding S.A.E. (incorporated as a joint stock company in the Arab Republic of Egypt under № 12665) LISTING AND ADMISSION TO THE OFFICIAL LIST AND TO TRADING ON THE LONDON STOCK EXCHANGE OF UP TO 100,000,000 ADDITIONAL GLOBAL DEPOSITARY SHARES There are currently admitted to listing on the official list (the “Official List”) of the UK Financial Conduct Authority (the “FCA”) and to trading on the London Stock Exchange plc’s (the “London Stock Exchange”) regulated market for listed securities (the “Regulated Market”), which is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive) 43,367,005 Global Depositary Shares (the “Existing GDSs” and, together with the Additional GDSs (as defined below), the “GDSs”) representing interests in ordinary shares of the Company (“Shares” and, together with the GDSs, the “Securities”). This Prospectus relates only to an application (the “Application”) to list on the Official List and to admit to trading on the regulated market of the London Stock Exchange up to 100,000,000 additional GDSs (the “Additional GDSs”). The Existing GDSs are, and the Additional GDSs shall be, evidenced by global depositary receipts (“GDRs”). Application will be made (1) to the FCA, in its capacity as competent authority under FSMA, for up to 100,000,000 Additional GDSs, either currently issued or to be issued from time-to-time against the deposit of Shares (to the extent permitted by law) with a custodian acting on behalf of The Bank of New York Mellon, as depositary (the “Depositary”), to be admitted to the Official List, bringing the total number of GDSs listed by the Company to up to 143,367,005 GDSs; and (2) to the London Stock Exchange for the Additional GDSs on the Regulated Market. The Existing GDSs are currently, and the Additional GDSs upon approval by the UK Listing Authority (the “UKLA”) and the London Stock Exchange will be, admitted to trading on the Regulated Market on the International Order Book under the symbol “EFGD”. Admission of the Additional GDSs to the Official List and unconditional trading on the London Stock Exchange (“Admission”) is expected to take place on or about 26 June 2014. This Prospectus relates only to the Application and does not constitute an offer of, or the solicitation of an offer to subscribe for or levy, any GDSs or other Securities to any person in any jurisdiction. The Company is not offering any GDSs or other Securities in connection with Admission. Additional GDSs will be issued pursuant to the Regulation S Deposit Agreement among the Company, the Depositary and the registered holders and beneficial owners of GDRs issued thereunder dated as of 3 August 1998, in respect of the Regulation S GDSs (as defined below) (the “Regulation S Deposit Agreement”) and the Rule 144A Deposit Agreement among the Company, the Depositary and all registered holders and beneficial owners of GDRs issued thereunder dated as of 3 August 1998, in respect of the Rule 144A GDSs (as defined below) (the “Rule 144A Deposit Agreement” and, together with the Regulation S Deposit Agreement, the “Deposit Agreements”). The Regulation S Deposit Agreement provides for the issuance of GDSs outside the United States to certain persons in offshore transaction in reliance on Regulation S (the “Regulation S GDSs”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the Rule 144A Deposit Agreement provides for the issuance of GDSs in the United States to qualified institutional buyers (“QIBs”) as defined in Rule 144A under the Securities Act (the “Rule 144A GDSs”). Neither the GDSs nor the Shares have been or will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The GDSs involve certain risks. See “Risk Factors” for a discussion of certain factors that should be considered in connection with the GDSs. GDSs may be delivered through Euroclear Bank SA/NV, as operator of the Euroclear System, (“Euroclear”), Clearstream Banking, société anonyme (“Clearstream”), and The Depository Trust Company (“DTC”). The credit ratings included or referred to in this Prospectus will be treated for the purposes of Regulation (EC) № 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the “CRA Regulation”), as having been issued by Fitch Ratings Ltd. (“Fitch”), Moody’s Investors Service Limited (“Moody’s”) and Standard & Poor’s Credit Market Services Europe Limited (“S&P”). Each of Fitch, Moody’s and S&P is established in the European Union and is registered under the CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The date of this Prospectus is 23 June 2014. TABLE OF CONTENTS Page SUMMARY.......................................................................................................................................................................1 RISK FACTORS..............................................................................................................................................................14 IMPORTANT INFORMATION .....................................................................................................................................27 DIVIDEND POLICY ......................................................................................................................................................31 CAPITALISATION AND LONG-TERM INDEBTEDNESS........................................................................................32 SELECTED FINANCIAL INFORMATION ..................................................................................................................33 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ................................................................................................................................................................35 BUSINESS DESCRIPTION............................................................................................................................................50 MANAGEMENT AND CORPORATE GOVERNANCE..............................................................................................83 PRINCIPAL SHAREHOLDERS ....................................................................................................................................96 DESCRIPTION OF THE SHARE CAPITAL OF THE COMPANY AND CERTAIN REQUIREMENTS OF EGYPTIAN LEGISLATION ..........................................................................................................................................97 THE ARAB REPUBLIC OF EGYPT ...........................................................................................................................102 DESCRIPTION OF THE GLOBAL DEPOSITARY RECEIPTS ................................................................................105 SUMMARY OF PROVISIONS RELATING TO THE GDRS WHILE IN MASTER FORM ....................................114 TAXATION....................................................................................................................................................................115 TRANSFER RESTRICTIONS ON THE GDSs............................................................................................................125 DESCRIPTION OF ARRANGEMENTS TO SAFEGUARD THE RIGHTS OF THE HOLDERS OF THE GLOBAL DEPOSITARY SHARES .............................................................................................................................128 CLEARING AND SETTLEMENT...............................................................................................................................131 INDEPENDENT AUDITORS ......................................................................................................................................134 ADDITIONAL INFORMATION..................................................................................................................................135 INDEX TO THE FINANCIAL STATEMENTS........................................................................................................... F-1 ii SUMMARY Summaries are made