Adhoc News

DGAP-Adhoc: Orascom Development: 94.7% of the remaining minority shareholders in Orascom Hotels & Development S.A.E. ('OHD') have tendered their shares into the offer, increasing Orascom Development's ownership in OHD to 99.66%

Orascom Development Holding AG / Key word(s): Offer/Delisting

24.01.2011 17:45

Release of an ad hoc announcement pursuant to Art. 72 KR

Press Release

Orascom Development: 94.7% of the remaining minority shareholders in
Orascom Hotels & Development S.A.E. ('OHD') have tendered their shares into
the offer, increasing Orascom Development's ownership in OHD to 99.66%

Altdorf/Cairo, 24 January 2011 - Orascom Development Holding AG ('Orascom
Development' or 'the Company') launched a Tender Offer on 22 December 2010
to the remaining minority shareholders of OHD that ended on 18 January
2011. In the Tender Offer, the Company targeted to acquire 8,757,686 shares
of OHD ('OHD Shares'), representing 3.86% of the outstanding OHD Shares.
The Tender Offer consideration included, at the option of OHD shareholders,
either cash or Orascom Development's Egyptian Depositary Receipts ('EDRs').
The price offered in the Tender Offer was determined prior to launch based
on valuation reports presented by two independent fairness opinion
providers, where the cash alternative amounted to EGP 42.85 for each OHD
Share and a conversion ratio of three EDRs for each OHD Share.

Of the total number of OHD Shares tendered, a total of 6,997,392 OHD Shares
opted for EDRs (for Egyptian regulatory reasons, this number included
4,797,204 OHD Shares, the economic interest of which is already held by the
Company and for which EDRs will be refunded to the Company) and a total of
1,120,366 OHD selected the cash alternative. This transaction will increase
the Company's ownership in OHD to 99.66%, with a remaining non-controlling
interest of 0.34% represented by 758,777 OHD shares of which 300,849 Shares
are held in treasury by OHD and were not part of the Tender Offer. These
shares are held for the purpose of OHD's Employee Stock Option Plan (ESOP)
and are intended to be swapped into EDRs as well. A total of 375,156 shares
of Orascom Development will be delivered as underlying for the newly issued
EDRs. These shares have been borrowed from Orascom Development's major
shareholder, Samih O. Sawiris, free of charge. The Company is under
obligation to redeliver the borrowed ODH Shares 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. The Company plans to start the
process of completely delisting OHD from the EGX, as per article 35 of the
EGX listing rules, without having to call for an OHD Extraordinary General
Assembly Meeting.



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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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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