PROSPECTUS Eskan Bank Realty Income Trust
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Eskan Bank Realty Income Trust A real estate investment trust operating as a retail collective investment undertaking registered with the Central Bank of Bahrain as a Trust under Registration No. FT/11/002/16 PROSPECTUS Eskan Bank Realty Income Trust (“EBRIT”, the “Issuer”, or the “Trust”), was registered as a trust in the Kingdom of Bahrain with registration number FT/11/002/16 on November 8, 2016. The Trust currently has 198,000,000 Units in issue with a Net Asset Value of 101 fils per Unit as at the date of this Prospectus. The Initial Public Offering (the “Offer” or “Offering”) of 144,394,499 current Units (the “Offer Units”) at a price of BHD 0.100 per Unit (the “Offer Price”), which is equivalent to 72.9% of the Units, is directed at institutional and retail investors in the Kingdom of Bahrain and institutional investors in the wider GCC. The proceeds from the Offering will be paid out to the Pre-Offer Unitholder of the Trust (see ‘Use of Proceeds’ in Section19.5). The Offering will commence on Tuesday November 22, 2016 and will remain open for a period of 15 Calendar Days up to and including Tuesday December 6, 2016 (the “Offer Period”). The Offer Units may be subscribed to through branches (“Approved Branches”) of the receiving bank (the “Receiving Bank”) during the Offer Period (see Section24, ‘Subscription Terms and Conditions’). If the total number of Offer Units applied for by Eligible Applicants is less than or equal to the number of Offer Units offered, all Eligible Applicants will be allotted the number of Units they have applied for. If the total number of Units applied for by Eligible Applicants exceeds the number of Offer Units offered then an Eligible Applicant may be allotted less than the number of Units it applied for (see ‘Allotment Basis’ in Section 24.7). Excess subscription monies, if any, will be refunded to the Applicant by the Receiving Bank. Notification of final allotment and refund of subscription monies, if any, will be made by Thursday December 22, 2016 (see Section 24, ‘Subscription Terms and Conditions’). NO UNITS SHALL BE ALLOTTED ON THE BASIS OF THE PROSPECTUS LATER THAN 6 MONTHS AFTER THE DAY OF REGISTRATION OF THE PROSPECTUS BY THE CENTRAL BANK OF BAHRAIN (“CBB”), UNLESS APPROVED BY THE CBB. The Trust has one class of Units. Each Unit entitles the holder to one vote, and each Unitholder in the Trust (a “Unitholder”) has the right to attend and vote at any Unitholder meetings of the Trust. No Unitholder benefits from any preferential voting rights. The Offer Units will entitle holders to receive distributions declared by the Trust after the approval of the distribution by the CBB and for subsequent fiscal years (see Section 16 ‘Distributions Policy’). Currently, no public market exists for the Units. The Trust has applied to the CBB and the Bahrain Bourse for all of the Units in the Offering to be admitted to trading on the Bahrain Bourse under the symbol “EBRIT”. The Units shall be registered under ISIN (International Securities Identification Number) code BH0005158K14. This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax or other professional advisor. A copy of this Prospectus has been submitted and registered by the CBB. Registration of the Prospectus by the CBB does not imply that the CBB Law, or any other legal or regulatory requirements, has been complied with. The CBB has not, in any way, considered the merits of the Units being offered for investment. An investment in the Units involves risks (see Section23, ‘Risk Factors and Investment Considerations’). The Offer does not constitute an offer to sell or issue, or a solicitation of an offer to buy, securities in any jurisdiction in which such offer or solicitation would be unlawful. For a description of these and certain further restrictions on transfers of the Units, see Section 24, ‘Subscription Terms and Conditions’. The date of registration of this Prospectus is: November 15, 2016 Receiving Bank Lead Manager, Sub-Investment Investment Manager Manager and Market Maker Trustee and Custodian Legal Counsel Administrator Independent Reporting metalicAllotment, Registrar and Accountant Pantone 484 C Pantone 872 C Transfer Agent Paying Agent Property Appraiser Property Manager Auditors DMB International W.L.L. THE CENTRAL BANK OF BAHRAIN AND THE BAHRAIN BOURSE ASSUME NO RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THE STATEMENTS AND INFORMATION CONTAINED IN THIS DOCUMENT AND EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS DOCUMENT. THE DIRECTORS OF THE TRUST, WHOSE NAMES APPEAR HEREIN, ACCEPT RESPONSIBILITY FOR THE ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE DIRECTORS, WHO HAVE TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE, THE INFORMATION CONTAINED IN THIS DOCUMENT IS IN ACCORDANCE WITH THE FACTS AND CONTAINS NO OMISSIONS LIKELY TO AFFECT THE IMPORTANCE AND COMPLETENESS OF THE DOCUMENT. Director’s Name Signature of Director Graham Journeaux Naser Obaid Aref Qamber IMPORTANT NOTICE IMPORTANT - IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS PROSPECTUS, YOU SHOULD SEEK INDEPENDENT PROFESSIONAL FINANCIAL ADVICE. REMEMBER THAT ALL INVESTMENTS CARRY VARYING LEVELS OF RISK AND THAT THE VALUE OF YOUR INVESTMENT MAY GO DOWN AS WELL AS UP. INVESTMENTS IN THIS COLLECTIVE INVESTMENT UNDERTAKING ARE NOT CONSIDERED DEPOSITS AND ARE THEREFORE NOT COVERED BY THE KINGDOM OF BAHRAIN’S DEPOSIT PROTECTION SCHEME. THE FACT THAT THIS COLLECTIVE INVESTMENT UNDERTAKING HAS BEEN AUTHORISED BY THE CENTRAL BANK OF BAHRAIN DOES NOT MEAN THAT THE CBB TAKES RESPONSIBILITY FOR THE PERFORMANCE OF THESE INVESTMENTS, NOR FOR THE CORRECTNESS OF ANY STATEMENTS OR REPRESENTATIONS MADE BY THE TRUSTEE OF THIS COLLECTIVE INVESTMENT UNDERTAKING. This Prospectus is delivered on behalf of Eskan Bank Realty Income Trust (“EBRIT”, the “Issuer” or the “Trust”) by Ohad Trust B.S.C.(c) (“Ohad” or the “Trustee”). No person has been authorised to make any representations or give any information with respect to Eskan Bank Realty Income Trust or the public offering of its Units (the “Offering”) except for the information contained in this Prospectus. Any representation or information not contained in this Prospectus with respect to Eskan Bank Realty Income Trust or the Offering has not been authorised by the Offeror, the directors of Eskan Bank Realty Income Trust, the Trustee, the Investment Manager, or the Lead Manager and must not be relied upon. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the Units in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. This Prospectus includes details given in compliance with the CBB Law, rules and regulations. The Directors, whose names appear in this Prospectus, collectively and individually, confirm, having made all reasonable enquiries, that to the best of their knowledge and belief the information contained in this Prospectus is accurate and complete and that there are no other facts or omissions which, if disclosed, would render any statement in this Prospectus materially misleading. Substantial portions of the market and industry information in this Prospectus are derived from management analysis as well as external sources. The market and industry information contained in this Prospectus has not been independently verified and no representation is made with respect to the accuracy or completeness of any of this information. This Prospectus is supplied in both English and Arabic. In the event of any discrepancy, the English language version shall prevail. While the Offeror, Eskan Bank Realty Income Trust and its Directors have made all reasonable enquiries as to the accuracy and completeness of the information contained in this Prospectus, such information is subject to change. In particular, the actual financial position of Eskan Bank Realty Income Trust and the net asset value of the Units may be adversely affected by future developments in inflation, interest rates, taxation, or other economic, political and other factors, over which the Offeror, Eskan Bank Realty Income Trust and its Directors have no control. Neither the delivery of this Prospectus, nor any oral, written, or printed communication in relation to the Units offered is intended to be, or should be construed as or relied upon in any way, as a promise or representation as to future earnings, results, or events. In addition to the Lead Manager, the Directors have appointed BDO Consulting W.L.L. to review the projections as an Independent Reporting Accountant, whereas the Offeror has appointed ASAR - Al Ruwayeh & Partners as legal counsel as to Bahrain law. None of the Offeror, the Directors, their respective officers, agents, employees, the Trustee, the Investment Manager, the Lead Manager, and other advisors assume any liability for any representation or warranty (expressed or implied) enclosed within, or omitted from this Prospectus, or any other written or verbal information transmitted to the recipient (or any of their advisors), in the course of the recipient’s assessment of any proposed investment. Each Applicant may, prior to the submission of its Subscription Application Form, ask questions of and seek clarification from the Trustee, the Investment Manager and/or the Lead Manager concerning Eskan Bank Realty Income Trust and this Offering. Answers to such questions and clarifications will be provided by the Trustee, the Investment Manager and/or the Lead Manager to the extent that the Trustee, the Investment Manager and/or the Lead Manager possess or can acquire the requisite information without unreasonable effort or expense.