ORASCOM CONSTRUCTION LIMITED EFG-Hermes UAE
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, auditor, financial, legal or tax advisor, or other appropriately authorised independent financial adviser. This document has been prepared in connection with the Demerger of Orascom Construction Limited (the Company or Orascom Construction) from OCI N.V., which is further described in Part 3 (‘‘The Demerger’’) of this Prospectus, and the Egyptian Offer which is further described in Part 5 (‘‘The EGX Listing and the Egyptian Offer’’) of this Prospectus. This document comprises a prospectus relating to Orascom Construction prepared in accordance with the markets rules (the Markets Rules) of the Dubai Financial Services Authority (the DFSA) made under the Markets Law 2012 (the Markets Law). This document has been filed with and approved by the DFSA and made available to the public in accordance with Rule 2.6.3 of the Markets Rules. Shareholders and other recipients should read the whole of the text of this Prospectus and should be aware that an investment in the Company is speculative and involves a significant degree of risk. Your attention is particularly drawn to the risk factors set out in Part 2 (‘‘Risk Factors’’) of this Prospectus. ORASCOM CONSTRUCTION LIMITED (incorporated as a company limited by shares in the Dubai International Financial Centre and registered with the Dubai International Financial Centre Authority under number 1752) Prospectus relating to the admission to the Official List of Securities of the Dubai Financial Services Authority and to trading on NASDAQ Dubai of 105,056,927 Shares in connection with the Demerger and 12,984,565 New Shares in connection with the Egyptian Offer The DFSA does not accept any responsibility for the content of the information included in this Prospectus, including the accuracy or completeness of such information. The liability for the content of this Prospectus lies with the Company, being the issuer of this Prospectus and other Persons (as defined in the Markets Rules), such as Experts (as defined in the Markets Rules), whose opinions are included in this Prospectus with their consent. The DFSA has also not assessed the suitability of the Securities (as defined in the Markets Rules) to which this Prospectus relates to any particular investor or type of investor. If you do not understand the contents of this Prospectus or are unsure whether the Securities to which this Prospectus relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser. NASDAQ Dubai takes no responsibility for the contents of this 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 of this Prospectus. Sponsor EFG-Hermes UAE Limited Joint Financial Advisors HSBC Bank Bank of America Barclays Middle East Limited Merrill Lynch This prospectus (Prospectus) relates to the admission (the Admission) to the official list of securities maintained by the DFSA (the Official List) and to trading on NASDAQ Dubai of 105,056,927 ordinary shares each with a nominal value of USD1 in the capital of the Company (Demerger Shares) to be issued in connection with the Demerger and 12,984,565 ordinary shares each with a nominal value of USD1 in the capital of the Company (New Shares) to be issued in connection with the Egyptian Offer. The Demerger Shares represent the entire issued and outstanding share capital of the Company immediately following the Demerger and the Demerger Shares and the New Shares will represent the entire issued and outstanding share capital of the Company immediately following completion of the Egyptian Offer. Each shareholder in OCI N.V. at the Demerger Record Time will receive one share in Orascom Construction for every two shares they hold in OCI N.V. Any entitlements to fractional shares will be sold in the market and the net proceeds remitted to the relevant shareholder of OCI N.V. Neither the Company nor OCI N.V. will receive any proceeds from the Demerger or the Admission. The Company will receive the net proceeds of the Egyptian Offer. The completion of the Egyptian Offer is subject to obtaining the legitimate approvals of EFSA and the EGX. No shareholder vote following Admission is required or is being sought to authorize or effectuate the Demerger or the Egyptian Offer. Application has been made to the DFSA and NASDAQ Dubai for admission to the Official List and to trading on NASDAQ Dubai of 105,056,927 Shares in connection with the Demerger and 12,984,565 Shares as New Shares in connection with the Egyptian Offer. These applications may be withdrawn, at any time, at the sole discretion of the Company. The Company has applied to the Egyptian Financial Supervisory Authority (EFSA) and the Egyptian Stock Exchange (the EGX) for the Demerger Shares to be listed on the EGX. The Company has received approval of the conditional listing of the Demerger Shares on EGX, such listing being conditional only on Admission taking place (the EGX Listing). The EGX Listing is subject to applicable rules and regulations of the Egyptian Capital Markets Law and the Listing and Delisting Rules applicable to a listing of foreign shares on the EGX. According to the Listing and Delisting Rules, for the Demerger Shares to continue to be listed and to be admitted to trading on the EGX: (i) at least 10% of the share capital of the Company must be offered for trading on the EGX, (ii) at least 5% of the Shares must constitute ‘‘free float’’, and (iii) at least 150 shareholders must acquire Shares under the Egyptian Offer, such conditions to be satisfied within a period of six months from the date of the EGX Listing (collectively the EGX Trading Conditions). Failure to satisfy the EGX Trading Conditions within the time period prescribed under the Listing and Delisting Rules will result in the discontinuation of the EGX Listing. In order to meet the EGX Trading Conditions, the Company intends to issue the New Shares, representing 11% of the share capital of the Company as at the date of completion of the Egyptian Offer, to be offered through a private placement, in Egypt, to persons reasonably believed to be Egyptian QIBs or Professional High Net Worth Investors, and through a private placement to qualified institutional investors and high net worth individuals (the Egyptian Offer). The Egyptian Offer is subject to applicable rules and regulations of the Egyptian Capital Markets Law and the Listing and Delisting Rules applicable to a listing of foreign shares on the EGX. Application will be made for the New Shares to be admitted to listing on the EGX and for the Shares (comprising the Demerger Shares and the New Shares) to be admitted to trading on the EGX, upon completion of the Egyptian Offer. For the purposes of the Egyptian Offer, prospective investors in Egypt should refer to the private placement offering notice (the Private Placement Offering Notice) which has received the non-objection of EFSA and published by the Company in accordance with applicable rules and regulations in Egypt. The Private Placement Offering Notice contains details of the precise terms and conditions of the Egyptian Offer, the timetable for the Egyptian Offer and information relating to clearing and settlement of the New Shares. In reviewing this Prospectus, you should carefully consider the matters described in Part 2 (‘‘Risk Factors’’) of this Prospectus. Prior to Admission, there has been no public market for the ordinary shares of the Company. Therefore, there can be no assurance that an active trading market for the Shares will develop or, if developed, that such market will be maintained. If an active trading market is not developed or maintained, the liquidity and trading prices of the Shares could be adversely affected. The ordinary shares of OCI N.V. are admitted to listing and trading on Euronext Amsterdam and will remain so following Admission. Application has been made to list the Demerger Shares under the symbol ‘‘OC’’ on NASDAQ Dubai and the EGX. There will not be any conditional dealings in the Demerger Shares prior to Admission and there can be no guarantee that Admission will take effect on or about the Closing Date (as defined below), or at all. It is expected that the date on which the Demerger and Admission will become effective and that dealings in the Demerger Shares will commence on NASDAQ Dubai (the Listing Date) will be on or about 9 March 2015. Delivery of the Shares is expected to be made through the book entry facilities of the Central Securities Depositary operated by NASDAQ Dubai on the settlement date which is expected to be on or about 9 March 2015 (the Closing Date). Please see Part 17 (‘‘Clearing and Settlement’’) of this Prospectus for further details on the settlement for the Demerger Shares. Clearing and settlement for the New Shares will be made through the book entry facilities of the Misr for Central Clearing, Depository and Registry in Egypt (MCDR). The distribution of this Prospectus in certain jurisdictions may be restricted by law. Accordingly, neither this Prospectus nor any advertisement may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.