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1) Mandatory Acquisition Offer Document MANDATORY ACQUISITION OFFER DOCUMENT ﻣﺴﺘﻨﺪ ﻋﺮض اﻻﺳﺘﺤﻮاذ ا�ﻟﺰاﻣﻲ `ÏP7ê±ÀR4± Offer submitted by wÀR4±ÏP7Ò­wb=¹­P:=d d½±T;:6±Ô¹a±b=¹­ER Adeptio AD Investments SPC Ltd. (“Adeptio” or the “Offeror”) _< ­Z=:c9º±b to acquire all the shares of ÃÍϾCC8RM±EÊQÊE=bÊ8ʱEÊR/± Kuwait Food Company (Americana) K.S.C.P. wÀR4±^ER/±Ò­wCC8RM± (“Americana” or the “Target Company”) wÀR4±CÊ=CÊbÊÊ=¹­C<Ê89ùdÊÊ±Õ not currently owned by Adeptio (the “Offer”) º±b ±E=9:RP Acquisition Manager National Investments Company K.S.C.P Tel. : +965 2226 6666 +965 2226 6666¤Ðb69 ÃÍϾE=; b±´±»C: ±ER Sharq, Al Mutanabbi Street Fax : +965 2226 6676 +965 2226 6676¤TC d;ê±Ã»C ÌR Khaleejia Building E==9(±c; P.O.Box 25667 Safat ³C60±25667²¿ 13117 Kuwait Fb8±13117 ADEPTIO AD INVESTMENTS SPC LTD. (a special purpose company incorporated in the Dubai International Financial Centre with registered no. 2130) This document (“Offer Document”) shall not be published or distributed, in whole or in part, in or from any country or jurisdiction that will result in violation with any applicable rules and regulations of any such country or jurisdiction. MANDATORY ACQUISITION OFFER by Adeptio AD Investments SPC Ltd. (“Adeptio” or the “Offeror”) to acquire all the shares of KUWAIT FOOD COMPANY (AMERICANA) K.S.C.P. (“Americana” or the “Target Company”) not currently owned by Adeptio (the “Offer”) in accordance with the provisions of Law No. 7 of 2010 regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Amendments (the “CML”) and the Executive Bylaws to the CML (the “Executive Bylaws”, and together with the CML, the “CML Rules”). December 2016 If you are in any doubt as to the contents of this Offer Document or the action you should take, you are recommended to immediately seek your own financial and legal advice and consult with the licensed personnel by the Capital Markets Authority (“CMA”) in the State of Kuwait. Acquisition Manager 1 IMPORTANT NOTICES This Offer Document is important and requires your immediate attention. If you are in any doubt as to the contents of this Offer Document or the action you should take, you are recommended to immediately seek your own financial and legal advice and consult with a licensed party by the Capital Markets Authority of the State of Kuwait. No person should construe or consider the contents of this Offer Document as legal, financial or tax advice. The Offer Document is officially released and approved by the CMA in the Arabic language. No reliance should be placed on the unofficial English translation of the Offer Document. For the avoidance of doubt, where there is any conflict or inconsistency between the Arabic language document and the unofficial English translation, the Arabic language document shall prevail. This Offer Document includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Offeror’s control and all of which are based on the Offeror’s current beliefs and expectations about future events. No assurance can be given that such future results will be achieved. Nothing contained in this Offer Document is intended to be, or shall be deemed to be, a forecast, projection or estimate of the current or future financial performance of any person. National Investments Company K.S.C.P. (“NIC” or “the Acquisition Manager”), summarizes its responsibilities in its role as the Acquisition Manager of the Offer and shall bear no responsibility towards any party except for Adeptio and shall only provide services in relation to the Offer or any other arrangements referred to in this Offer Document. NIC is licensed by the Capital Markets Authority of the State of Kuwait to act as the Acquisition Manager with respect to the Offer. 2 CONTENTS 1. Introduction ............................................................................................................................................................................................................................ 4 2. Information about the Offeror ................................................................................................................................................................ 4 3. Information about the Target Company ................................................................................................................................ 5 4. Details of the Offer Shares and Any Related Rights or Obligations .................................... 7 5. Total amount of the submitted Offer .......................................................................................................................................... 7 6. How the Offer is being financed .......................................................................................................................................................... 7 7. Americana’s Future Plans ............................................................................................................................................................................. 7 8. Offer Acceptance Procedures .................................................................................................................................................................. 8 9. Conditions and Restrictions of the Offer and Related Procedures ........................................ 8 10. Timeline for the Acquisition Offer ................................................................................................................................................... 9 11. Equity and Volume of any Shares Owned by Related Parties ...................................................... 10 12. No Prior Agreement ................................................................................................................................................................................................. 10 13. Declaration not to Transfer the Offer Shares ............................................................................................................. 10 14. Conflict of Interests .................................................................................................................................................................................................. 10 15. Accessible Documents ........................................................................................................................................................................................ 10 3 1. Introduction Having obtained the approval of the CMA and in accordance with the provisions of the Executive Bylaws, Adeptio has submitted the Mandatory Acquisition Offer to acquire all of the shares of Americana not currently owned by Adeptio (the “Offer Shares”) at an offer price of KWD 2.650 per share (the “Offer Price”). The Offer will open on 12 January 2017 and will close on 13 February 2017 (the “Collection Period”). This Offer Document and other Offer-related documents have been prepared in accordance with the provisions of the CML Rules. NIC, being licensed by the Capital Markets Authority of the State of Kuwait, has been appointed to act on the behalf of Adeptio as the Acquisition Manager concerning the Offer. NIC shall not bear any responsibility or liability towards any party other than Adeptio. Information related to Americana has been included in this Offer Document based solely on publicly available information. Neither Adeptio nor its officers, directors, employees, agents, shareholders or advisors shall bear any responsibility or liability for the accuracy of any information contained in this Offer Document which relates to Americana. The Offer shall be subject to the provisions of Kuwaiti law and the Kuwaiti courts shall have jurisdiction to resolve any dispute arising hereof. Defined terms in this Offer Document, wherever stated, have specified definitions assigned to them unless the context defines otherwise. 2. Information about the Offeror a. About Adeptio, its share capital and assets: Adeptio is a special purpose company incorporated under the laws of the Dubai International Financial Centre (the “DIFC”) on 16 March 2016. Its registered number in the DIFC is 2130 and its registered office is situated at Gate Village 4, Level 2, Dubai International Financial Centre, P.O. Box 506528, Dubai, United Arab Emirates. Its issued and paid up capital is US$ 75,000,100 divided into 75,000,100 shares of nominal value of US$1.00 each. On 18 June 2016, Adeptio and Al-Khair National for Stocks and Real Estate WLL (“Al-Khair”) entered into an Implementation Agreement for the sale (by public auction) of 268,496,544 shares held by Al-Khair in the share capital of Americana to Adeptio (the “Al-Khair Block Trade”). The purchase price for the shares under the terms of the Al-Khair Block Trade was KWD 2.650 per share. The Al-Khair Block Trade procedures were conducted on 20 October 2016. The Al-Khair Block Trade procedures were completed on 23 October 2016 and as a result of which Adeptio currently owns 268,496,544 shares in Americana, representing approximately 66.79% of the issued share capital of Americana. Adeptio’s activities are listed as follows: i. the acquisition (by way of leasing, title transfer, risk transfer or otherwise), the holding and the disposal of any asset (tangible or intangible), including but not limited to receivables and shares (including, but not limited to, the direct or indirect holding of shares in a company established in the DIFC or in any other jurisdiction (whether
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