Adhoc News
DGAP-Adhoc: Orascom Development plans to launch a public tender offer to the remaining minority shareholders in Orascom Hotels & Development S.A.E. ('OHD') (the 'Tender Offer') and intends to delist OHD from the Egyptian Stock Exchange
Orascom Development Holding AG / Key word(s): Offer/Delisting
08.12.2010 17:46
Release of an ad hoc announcement pursuant to Art. 72 KR
Press Release
Orascom Development plans to launch a public tender offer to the remaining
minority shareholders in Orascom Hotels & Development S.A.E. ('OHD') (the
'Tender Offer') and intends to delist OHD from the Egyptian Stock Exchange
Altdorf/Cairo, 8 December 2010 - Upon request by the Egyptian Financial
Supervisory Authority ('EFSA') and due to the absence of any squeeze out
procedure under Egyptian Capital Market law, Orascom Development Holding AG
('Orascom Development' or 'the Company') announces its plans to launch the
Tender Offer to the remaining minority shareholders of OHD. In the Tender
Offer the Company intends to acquire 8,757,686 shares of OHD ('OHD
Shares'), representing 3.86% of the outstanding OHD Shares. For Egyptian
regulatory reasons, this number includes 4,797,204 OHD Shares, the economic
interest of which is already held by the Company and for which no
consideration will be paid in the Tender Offer. Orascom Development expects
to launch the Tender Offer in the second half of December 2010, subject to
the final EFSA approval and other Egyptian regulatory requirements. The
Tender Offer will remain open for 20 business days from the date of
announcement. The Tender Offer consideration will include, at the option of
OHD shareholders, either cash or Orascom Development's Egyptian Depositary
Receipts ('EDRs'). The price offered in the Tender Offer will be determined
prior to launch and after reviewing valuation reports presented by two
independent fairness opinion providers. The aggregate purchase price in
cash or EDRs is expected to be announced on or around the 20th December
2010.
With a view to ensuring delivery of registered shares of Orascom
Development ('ODH Shares') underlying the EDRs to the remaining
shareholders upon closing of the Tender Offer, Orascom Development has
entered into a securities lending agreement with its major shareholder
Samih O. Sawiris. Under this agreement, Samih O. Sawiris has agreed to lend
to Orascom Development up to 1,286,353 ODH Shares free of charge. This
number serves to cover all of the 3.86% or more OHD Shares being subject of
the Tender Offer depending on the final pricing and swap ratio. Given the
holding of economic interest in 4,797,204 OHD Shares by the Company,, for
which no consideration will be paid, the maximum number of ODH Shares
needed for the Tender Offer will be based on only 3,960,482 OHD Shares.
This maximum number is therefore significantly less and should end up in
using less than half of the ODH Shares borrowed by the Company. Orascom
Development is under an obligation to redeliver the ODH Shares borrowed at
the latest ten business days after its annual shareholder meeting scheduled
in May 2011. The issuance of new ODH Shares will be proposed to be out of
authorized capital to be approved at such shareholder meeting. After
completion of the Tender Offer, Orascom Development intends to delist OHD
completely from the Egyptian Exchange (EGX).
Information and Explaination of the Issuer to this News:
About the Group
Orascom Development Holding AG (Orascom Development) is a leading developer
of fully integrated towns that include hotels, private villas and
apartments, leisure facilities such as golf courses, marinas and supporting
infrastructure. Orascom Development's diversified portfolio of projects is
spread over nine jurisdictions, with primary focus on touristic towns and
recently affordable housing.
Orascom Touristic Establishments (OTE) was established in 1989 setting the
first step in building the Group's track record in the development of
integrated towns. After some name changes and reorganization, the main
business was held under Orascom Hotels & Development (OHD). Since the
settlement of the public exchange offer by Orascom Development for OHD,
Orascom Development became the new parent of OHD. Orascom Development has a
dual listing, with a primary listing on the main board of the SIX Swiss
Exchange (ISIN: CH0038285679) and a secondary listing on the EGX Egyptian
Exchange (ISIN: EGG676K1D011). In December 2009, the Group modified its
secondary listing on the EGX. While the Group's shares had previously been
trading on both the SIX and the EGX in Swiss Francs, Orascom Development at
that time procured the issuance and listing of Egyptian Depositary Receipts
(EDRs; each EDR representing 1/20 of the Group's share) which are currently
trading on the EGX in Egyptian pounds. The objective of this modification
is to improve trading and liquidity on the EGX.
Today, Orascom Development operates in nine jurisdictions (Egypt, Jordan,
UAE, Oman, Switzerland, Morocco, United Kingdom, Montenegro and Romania)
and is continuously seeking development opportunities in untapped yet
attractive locations all over the world. The Group has four existing
projects: El Gouna, the flagship project, a fully-fledged town on the Red
Sea coast (Egypt). Taba Heights, on the Sinai Peninsula (Egypt), is the
Group's second tourism destination following El Gouna's business model. The
Cove (Ras Al Khaimah, UAE) is the Group's first development experience
outside Egypt. Haram City, an integrated town dedicated to affordable
housing in Egypt, catering for the mass population.
For further information, please contact:
Orascom Development Holding AG
Mamdouh Abdel Wahab
Director Investor Relations
Tel: +41 79 846 55 60
+20 12 315 32 00
Email: ir@orascomdh.com
Swiss Media Office
Philippe Blangey
Tel: +41 41 874 17 11
Email: media@orascomdh.com
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08.12.2010 News transmitted by EquityStory AG.
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Language: English
Company: Orascom Development Holding AG
Gotthardstraße 12
6460 Altdorf
Schweiz
Phone: +41 41 874 17 11
Fax: +41 41 874 17 12
E-mail: ir@orascomdh.com
Internet: www.orascomdh.com
ISIN: CH0038285679
Swiss Security Number: A0NJ37
Listed: SIX
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