Gb Auto, S.A.E

OFFERING PROSPECTUS CONFIDENTIAL Ghabbour Auto GB AUTO, S.A.E. (a joint stock holding company incorporated under the laws of Egypt) OFFERING PROSPECTUS Offering of 33,163,000 ordinary shares At an offering price of EGP 37.00 per ordinary share This offering prospectus (“Offering Prospectus”) relates to a primary offering by GB Auto, S.A.E, (“GB Auto,” “The Ghabbour Group” or the “Company”) of 25,663,000 newly issued ordinary shares, each with a par value of EGP 1.00 per share (the “New Shares”) and a secondary offering of up to 1,676,100 existing ordinary shares with a par value of EGP 1.00 per share on behalf of certain Selling Shareholders (as defined herein) which are not included in the total shown above (together with the New Shares, the “Firm Shares”) to (a) institutional investors outside the United States in offshore transactions in a number of countries, including Egypt, in reliance on the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), provided by Regulation S thereunder (“Regulation S”) and (b) certain qualified institutional buyers (as defined in Rule 144A under the Securities Act (“Rule 144A”)) (“QIBs”) in the United States in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (collectively, the “Institutional Offering”). In addition, up to 7,500,000 additional shares are being offered in a domestic offering to the public in Egypt (the “Egyptian Retail Offering”). Egyptian retail investors will be purchasing shares solely in reliance on a Public Subscription Notice and may not rely on this Offering Prospectus. The Institutional Offering and the Egyptian Retail Offering are collectively referred to herein as the “Combined Offering.” We will not receive any proceeds from the sale of existing Shares on behalf of the Selling Shareholders. We have agreed with Beltone Investment Banking, as global coordinator, lead manager and sole bookrunner (the “Global Coordinator” or “Lead Manager”), that the proceeds from the sale of 3,500,000 Shares will be placed in a fund that may be utilized by the Lead Manager for stabilization purposes. Accordingly, the Lead Manager may effect transactions that stabilize or maintain the market price of the shares during the 30-day period from the date on which trading of the shares commences. No more than 3,500,000 shares may be purchased through stabilization and, at the end of the period, all Shares so purchased (and to the extent shares have not been so purchased the proceeds from the original sale of the Additional Shares) must be transferred to the Company. This Offering Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, Shares in any jurisdiction where such offer or solicitation is unlawful. The Shares have not been, and will not be, registered under the Securities Act, and may not be offered or sold, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws. Prospective investors are hereby notified that sellers of the Shares may be relying on the exemption from the registration requirements of the Securities Act provided by Rule 144A. For a description of certain restrictions on the offer, sale and transfer of the Shares, see “Transfer and Selling Restrictions.” Prior to the Combined Offering, there has been no public market for the Shares. The Company’s shares are listed, but not traded on the Cairo and Alexandria Stock Exchanges (the “CASE”) under the symbol AUTO. CA. It is expected that trading in the Shares will commence on or about July 9, 2007. Investing in the Shares involves risks. See “Risk Factors” beginning on page 11. The Shares will be offered by the Lead Manager in the Institutional Offering when, as, and if, orders are delivered to, and accepted by, it and subject to its right to reject orders in whole or in part. The offering price of the ordinary Shares in the Institutional Offering (the “Offering Price”) is expected to be in the range specified above, although the price may be outside of this range. The offering price in the Egyptian Retail Offering will be the same as the Offering Price. Payment for the Shares allotted in the Combined Offering will be made on or about July 2, 2007 (the “Closing Date”) in Egyptian pounds. Global Coordinator, Lead Manager and Sole Bookrunner Beltone Investment Banking Placement Agents Trust Group for Securities Pioneers Securities BMG Financial Advisors Securities & Inv. Co. BSC The date of this Offering Prospectus is July 2, 2007 One of the Arab World’s Leading Automative Players As used in this Offering Prospectus, any reference to “GB Auto,” the “Ghabbour Group,” the “Company,” “our,” “us” or “we”, refers to GB Auto, S.A.E. together with, unless the context requires otherwise, its subsidiaries. We accept responsibility for the information contained in this Offering Prospectus. To the best of our knowledge and belief, the information contained in this Offering Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information (and we have taken reasonable care to ensure that such is the case). Prospective investors are authorized to use this Offering Prospectus solely for the purpose of considering the purchase of the Shares offered in the Institutional Offering. We have furnished the information in this Offering Prospectus. Prospective investors acknowledge and agree that the Lead Manager makes no representation or warranty, express or implied, as to the accuracy or completeness of such information, and nothing contained in this Offering Prospectus is, or shall be relied upon as, a promise or representation by the Lead Manager. Prospective investors may not reproduce or distribute this Offering Prospectus, in whole or in part, and they may not disclose any of the contents of this Offering Prospectus or use any information herein for any purpose other than considering an investment in the Shares. Prospective investors agree to the foregoing by accepting delivery of this Offering Prospectus. Prospective investors in the Institutional Offering should only rely on the information contained in this Offering Prospectus. No person is authorized to give information or to make any representation or to provide any additional information in connection with the offer or sale of the Shares other than as contained in this Offering Prospectus. If any such information is given or made, it must not be relied upon as having been authorized by us or the Lead Manager or any of our or their affiliates or advisers or selling agents. Nothing in this Offering Prospectus is or should be relied upon as a warranty or representation as to future results or events. Neither the delivery of this Offering Prospectus nor any sale made hereunder shall, under any circumstances, imply that there has been no change in our affairs or that the information set forth in this Offering Prospectus is correct as of any date subsequent to the date of this Offering Prospectus. Notwithstanding anything in this Offering Prospectus to the contrary, each prospective investor in the Institutional Offering (and each employee, representative or other agent of such prospective investor) may disclose to any and all persons, without limitation of any kind, the U.S. tax treatment and U.S. tax structure of any offering and all materials of any kind (including opinions or other tax analyses) that are provided to the prospective investor relating to such U.S. tax treatment and U.S. tax structure, other than any information for which nondisclosure is reasonably necessary in order to comply with applicable security laws. In making an investment decision, prospective investors must rely upon their own examination of us and the terms of this Offering Prospectus, including the risks involved. The distribution of this Offering Prospectus and the offer and sale of the Shares may, in certain jurisdictions, be restricted by law. We and the Lead Manager require persons into whose possession this Offering Prospectus comes to inform themselves of, and to observe, all such restrictions. This Offering Prospectus does not constitute an offer of, or an invitation to purchase, any Shares in any jurisdiction in which such offer or sale would be unlawful. No one has taken any action that would permit a public offering to occur in any jurisdiction other than in Egypt. In connection with the offer and sale of the Shares, the Lead Manager, or persons acting on its behalf, may over-allot Shares or effect transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail. However, there is no assurance that the Lead Manager, or persons acting on its behalf, will undertake stabilization activity. Any stabilization may begin on the date trading of the Shares begins and may end at anytime, but no later than 30 calendar days thereafter. The Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction in the United States, and, accordingly, may not be offered, sold, pledged or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other regulatory authority has approved or disapproved the Shares, nor have any of the foregoing authorities passed upon or endorsed the merits or the Combined Offering or the accuracy or adequacy of this Offering Prospectus.

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