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| Financial News | Details | |||
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| PALM HILLS DEVELOPMENTS S.A.E. ANNOUNCES INDICATIVE PRICE RANGE FOR GLOBAL OFFERING | |||
| 16 April 2008 | |||
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Palm Hills Developments S.A.E. (“PHD” or the “Company”), a leading real estate developer in the Egyptian market, today announces the indicative price range for the global offering of its ordinary shares (“Shares”) which will be admitted to trading on the Cairo and Alexandria Stock Exchange (“CASE”) and Shares in the form of Global Depositary Receipts (“GDRs”) which will be admitted to trading on the London Stock Exchange plc’s regulated market (the "Global Offering"), at LE19.25 to LE25.00 per Share and US$17.72 to US$23.01 per GDR. The Global Offering • The Global Offering comprises up to 63.4mm Shares to be offered in the form of Shares and GDRs. In addition, up to 9.5mm Shares may be offered pursuant to an over-allotment option (the “Over-allotment Shares”). Each GDR will represent five Shares. The Global Offering will be made to institutional investors outside the United States in reliance on Regulation S and to qualified institutional buyers in the United States in reliance on Rule 144A. • EFG Hermes and Goldman Sachs International have been appointed Joint Global Coordinators and Joint Bookrunners of the Global Offering. • A separate retail offering of 12.9mm Shares will be conducted in Egypt. This announcement does not relate to such Egyptian retail offering. The ordinary shares in the Company offered as part of the retail offering are expected to be offered at a 5% discount to the Global Offering price. • The announced indicative price range of LE19.25 to LE25.00 per Share and US$17.72 to US$23.01 per GDR implies an offering size of between LE1.6 billion and LE2.1 billion or US$302 million and US$392 million (including the Egyptian retail offering and Over-allotment Shares) and a market capitalisation of between LE9.0 billion and LE11.6 billion or US$1.7 billion and US$2.1 billion (following completion of the Global Offering and the Closed Subscription (as defined below)). • All of the Shares in the Global Offering will be sold by existing shareholders of the Company. However, El Mansour and El Maghraby for Investment & Development Company S.A.E. (“MMID”), the holder of 63.3% of the Company's shares prior to the Global Offering, will use a portion of the proceeds from its sale of Shares in the Global Offering to subscribe at the Global Offering price for 49.9mm new Shares to be issued by the Company by way of a capital increase and closed subscription (the “Closed Subscription”). Following the completion of the Global Offering (assuming the over-allotment option is not exercised), the Egyptian retail offering and the Closed Subscription, the Company expects to have a freefloat of approximately 16.4%. • The gross proceeds which the Company is expected to receive in relation to the Closed Subscription are expected to be between LE 961 million and LE1,248 million or US$177 million and US$230 million. The Company intends to use the net proceeds from the Closed Subscription to fund its existing and future development projects and to expand its land bank both in Egypt and abroad. • PHD commenced its institutional roadshow in relation to the Global Offering on 16 April 2008 and expects pricing to occur on or around 29 April 2008. About the Company • PHD is a leading real estate developer in the Egyptian market, developing primarily high-end residential real estate and resort projects. The origins of the Company date back to 1997 through the operations of its sister company Al Ethadia for Real Estate Investment S.A.E. PHD’s controlling shareholder is MMID which owns approximately 63.3% of the Company prior to the Global Offering. MMID is an Egyptian joint stock company established in 1996 by individuals of the El Mansour and El Maghraby families. • The market value of PHD’s properties as at 1 March 2008 has been independently valued by CB Richard Ellis (CBRE) at LE 19.5 billion (US$3.5 billion), prior to adjustments for tax, minority interests and land repayment obligations. In the year ended 31 December 2007, the Company generated revenues of LE 535.0 million (US$96.7 million) and net profits LE 179.8 million (US$32.5 million). • The Company has acquired large parcels of land in strategic locations throughout Egypt and has one of the largest land banks held by any developer operating in the Egyptian market consisting of over 38.9 million square metres of land. Of the Company’s 21 projects, five are under construction and a further 12 have already been master planned. • Development land locations include: Cairo's West axis in 6th of October City; Cairo's East axis in New Cairo City; the North Coast on the Mediterranean Sea; the City of Alexandria; and various locations on the Red Sea Coast. Comment Commenting on today’s announcement, Yasseen Mansour, Chairman and Chief Executive Officer of the Company said: “The Global Offering gives investors the opportunity to invest in one of Egypt’s leading real estate developers with a strong track record, a well respected brand and one of the largest land banks held by any developer operating in the Egyptian market.” For further information please contact: Weber Shandwick Financial (London) James Chandler/Terry Garrett/Stephanie Badjonat/James White Tel: +44 (0)207 067 0700 Weber Shandwick Financial (Cairo) Randa Nassar Tel +20101022716 No offer or invitation to purchase or subscribe for Shares or GDRs in the Company is being made at this time. The contents of this announcement, for which Palm Hills Developments S.A.E. (the "Company") is solely responsible, have been approved by Goldman Sachs International, which is authorised and regulated in the United Kingdom by the Financial Services Authority, solely for the purposes of Section 21(2)(b) of the United Kingdom Financial Services and Markets Act 2000 (“FSMA”). Each of EFG-Hermes Promoting & Underwriting and Goldman Sachs International (together, the "Joint Global Coordinators") is acting exclusively for the Company and no one else in relation to the proposed offer of the Company’s securities and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the proposed offer or any other matters referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on EFG-Hermes Promoting & Underwriting or Goldman Sachs International by the FSMA or the regulatory regime established thereunder, each of EFG-Hermes Promoting & Underwriting and Goldman Sachs International accepts no responsibility whatsoever for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Shares or GDRs or the proposed offer. EFG-Hermes Promoting & Underwriting and Goldman Sachs International accordingly disclaim all and any liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement. The offering and the distribution of this announcement and other information in connection with the offering may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with any such restriction may constitute a violation of the securities laws of any such jurisdiction. The information contained herein is restricted and is not for publication, distribution or release, directly or indirectly, in or into the United States of America, Canada, Australia or Japan. This announcement does not constitute or form part of any offer to sell or solicitation of an offer to purchase or subscribe for securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the securities will be made in the United States. This announcement and any offer mentioned herein if made subsequently are only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at, (i) Qualified Investors who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") and Qualified Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) Qualified Investors to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the European Economic Area other than the Untied Kingdom, Qualified Investors, and will be engaged in only with such persons. This communication includes “forward-looking statements.” All statements other than statements of historical facts included in this communication, including, without limitation, those regarding the Company’s financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives) are forward-looking statements. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company’s present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as of the date of this announcement. The Company expressly disclaims any obligations or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any changes in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In connection with the proposed offer, Goldman Sachs International will act as stabilising manager (the "Stabilising Manager") and the Stabilising Manager or any of its agents, may (but will be under no obligation to), to the extent permitted by law, over-allot and effect other transactions intended to enable it to satisfy any over-allotments or which stabilise, maintain or otherwise affect the market price of the Shares or GDRs or any other options, warrants or rights with respect to, or interests in the Shares or GDRs or other securities of the Company, in each case at levels which might not otherwise prevail in the open market. The Stabilising Manager is not required to enter into such transactions and such transactions may be effected on the CASE or the LSE and any other securities market, over the counter market or otherwise. Such transactions, if commenced, may be discontinued at any time and may only be entered into between commencement of trading of the Shares on the CASE and the GDRs on the LSE and 30 days thereafter. Neither the Stabilising Manager nor any of its agents intends to disclose the extent of any over-allocations and/or stabilisation transactions under the proposed offer otherwise than in accordance with any legal or regulatory obligation to do so in Egypt, the United Kingdom or otherwise. In connection with the proposed offer, the Stabilising Manager may, for stabilisation purposes, over-allot Shares or GDRs up to an aggregate maximum of 15 per cent. of the total number of Shares (in the form of Shares or GDRs) comprised in the Global Offer. For the purposes of allowing it to cover such over-allotments and/or sales of Shares or GDRs effected by it prior to or during the stabilisation period, the Stabilising Manager will enter into over-allotment arrangements with the selling shareholders pursuant to which the Stabilising Manager may purchase or procure purchasers for additional Shares (in the form of Shares or GDRs) up to a maximum of 15 per cent. of the total number of Shares (in the form of Shares or GDRs) comprised in the Global Offer (the "Over-allotment Shares") at the Global Offering price, such option to be exercised prior to the closing of the Global Offer. As part of these arrangements, on or prior to the closing date, the selling shareholders will open an investment account (the "Account") and will deposit the net proceeds from the sale of the Over-allotment Shares in the Account and will grant to the Stabilising Manager, on behalf of the Joint Global Coordinators, exclusive discretionary authority to undertake stabilisation activities with the proceeds contained in the Account for the period described above. During that period, the Stabilising Manager, on behalf of the Joint Global Coordinators, may use the funds in the Account to engage in transactions also as described above and at the end of such period will return the remaining proceeds contained in such account (or Shares or GDRs, as appropriate) to the selling shareholders. Any Over-allotment Shares made available pursuant to the over-allotment arrangements will rank pari passu in all respects and will be purchased on the same terms and conditions as the Shares (in the form of Shares or GDRs) being sold in the proposed offer and will form a single class for all purposes with the other Shares or GDRs, as the case may be. Information in this communication cannot be relied on as a guide to future performance. The price and value of the securities can go down as well as up. Persons needing advice should contact a professional adviser. |
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