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EFG-Hermes Holding S AE - RNS document relating to EFG-Hermes Holding S.A.E. ... EFG-Hermes is a leading financial services firm in the MENA region, with direct operations in eight

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Text of EFG-Hermes Holding S AE - RNS document relating to EFG-Hermes Holding S.A.E. ... EFG-Hermes is a...

  • This document relating to EFG-Hermes Holding S.A.E. (the Company) comprises a prospectus (the Prospectus) for the purposes ofArticle 5 of EU Directive 2003/71/EC, as amended (the Prospectus Directive). This document has been approved as a Prospectus by theFinancial Conduct Authority (the FCA) under section 87A of the Financial Services and Markets Act 2000 (the FSMA).

    Prospective GDS holders should rely only on the information in this Prospectus. No person has been authorised to give any information ormake any representations other than those contained in this Prospectus and, if given or made, such information or representations must notbe relied on as having been authorised by the Company. Without prejudice to any obligation of the Company to publish a supplementaryprospectus pursuant to section 87G of the FSMA or paragraph 3.4 of the Prospectus Rules made under section 73A of the FSMA, thepublication of this document does not, under any circumstances, create any implication that there has been no change in the affairs of theCompany since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus.

    EFG-Hermes Holding S.A.E.(incorporated as a joint stock company in the Arab Republic of Egypt under 12665)

    LISTING AND ADMISSION TO THE OFFICIAL LIST AND TO TRADING ONTHE LONDON STOCK EXCHANGE OF UP TO 100,000,000 ADDITIONAL

    GLOBAL DEPOSITARY SHARES

    There are currently admitted to listing on the official list (the Official List) of the UK Financial Conduct Authority (the FCA) and totrading on the London Stock Exchange plcs (the London Stock Exchange) regulated market for listed securities (the RegulatedMarket), which is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive)43,367,005 Global Depositary Shares (the Existing GDSs and, together with the Additional GDSs (as defined below), the GDSs)representing interests in ordinary shares of the Company (Shares and, together with the GDSs, the Securities). This Prospectus relatesonly to an application (the Application) to list on the Official List and to admit to trading on the regulated market of the London StockExchange up to 100,000,000 additional GDSs (the Additional GDSs). The Existing GDSs are, and the Additional GDSs shall be,evidenced by global depositary receipts (GDRs).

    Application will be made (1) to the FCA, in its capacity as competent authority under FSMA, for up to 100,000,000 Additional GDSs, eithercurrently issued or to be issued from time-to-time against the deposit of Shares (to the extent permitted by law) with a custodian acting onbehalf of The Bank of New York Mellon, as depositary (the Depositary), to be admitted to the Official List, bringing the total number ofGDSs listed by the Company to up to 143,367,005 GDSs; and (2) to the London Stock Exchange for the Additional GDSs on the RegulatedMarket. The Existing GDSs are currently, and the Additional GDSs upon approval by the UK Listing Authority (the UKLA) and theLondon Stock Exchange will be, admitted to trading on the Regulated Market on the International Order Book under the symbol EFGD.Admission of the Additional GDSs to the Official List and unconditional trading on the London Stock Exchange (Admission) is expectedto take place on or about 26 June 2014.

    This Prospectus relates only to the Application and does not constitute an offer of, or the solicitation of an offer to subscribe for orlevy, any GDSs or other Securities to any person in any jurisdiction. The Company is not offering any GDSs or other Securities inconnection with Admission.

    Additional GDSs will be issued pursuant to the Regulation S Deposit Agreement among the Company, the Depositary and the registeredholders and beneficial owners of GDRs issued thereunder dated as of 3 August 1998, in respect of the Regulation S GDSs (as defined below)(the Regulation S Deposit Agreement) and the Rule 144A Deposit Agreement among the Company, the Depositary and all registeredholders and beneficial owners of GDRs issued thereunder dated as of 3 August 1998, in respect of the Rule 144A GDSs (as defined below)(the Rule 144A Deposit Agreement and, together with the Regulation S Deposit Agreement, the Deposit Agreements). The RegulationS Deposit Agreement provides for the issuance of GDSs outside the United States to certain persons in offshore transaction in reliance onRegulation S (the Regulation S GDSs) under the U.S. Securities Act of 1933, as amended (the Securities Act), and the Rule 144ADeposit Agreement provides for the issuance of GDSs in the United States to qualified institutional buyers (QIBs) as defined in Rule144A under the Securities Act (the Rule 144A GDSs). Neither the GDSs nor the Shares have been or will be registered under theSecurities Act or with any securities regulatory authority of any state or other jurisdiction of the United States.

    The GDSs involve certain risks. See Risk Factors for a discussionof certain factors that should be considered in connection with the GDSs.

    GDSs may be delivered through Euroclear Bank SA/NV, as operator of the Euroclear System, (Euroclear), Clearstream Banking, socitanonyme (Clearstream), and The Depository Trust Company (DTC).

    The credit ratings included or referred to in this Prospectus will be treated for the purposes of Regulation (EC) 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating agencies, as amended (the CRA Regulation), as having been issuedby Fitch Ratings Ltd. (Fitch), Moodys Investors Service Limited (Moodys) and Standard & Poors Credit Market Services EuropeLimited (S&P). Each of Fitch, Moodys and S&P is established in the European Union and is registered under the CRA Regulation. Asecurity rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any timeby the assigning rating agency.

    The date of this Prospectus is 23 June 2014.

  • ii

    TABLE OF CONTENTS

    Page

    SUMMARY.......................................................................................................................................................................1

    RISK FACTORS..............................................................................................................................................................14

    IMPORTANT INFORMATION .....................................................................................................................................27

    DIVIDEND POLICY ......................................................................................................................................................31

    CAPITALISATION AND LONG-TERM INDEBTEDNESS........................................................................................32

    SELECTED FINANCIAL INFORMATION ..................................................................................................................33

    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS ................................................................................................................................................................35

    BUSINESS DESCRIPTION............................................................................................................................................50

    MANAGEMENT AND CORPORATE GOVERNANCE..............................................................................................83

    PRINCIPAL SHAREHOLDERS ....................................................................................................................................96

    DESCRIPTION OF THE SHARE CAPITAL OF THE COMPANY AND CERTAIN REQUIREMENTS OFEGYPTIAN LEGISLATION ..........................................................................................................................................97

    THE ARAB REPUBLIC OF EGYPT ...........................................................................................................................102

    DESCRIPTION OF THE GLOBAL DEPOSITARY RECEIPTS ................................................................................105

    SUMMARY OF PROVISIONS RELATING TO THE GDRS WHILE IN MASTER FORM ....................................114

    TAXATION....................................................................................................................................................................115

    TRANSFER RESTRICTIONS ON THE GDSs............................................................................................................125

    DESCRIPTION OF ARRANGEMENTS TO SAFEGUARD THE RIGHTS OF THE HOLDERS OF THEGLOBAL DEPOSITARY SHARES .............................................................................................................................128

    CLEARING AND SETTLEMENT...............................................................................................................................131

    INDEPENDENT AUDITORS ......................................................................................................................................134

    ADDITIONAL INFORMATION..................................................................................................................................135

    INDEX TO THE FINANCIAL STATEMENTS........................................................................................................... F-1

  • 1

    SUMMARY

    Summaries are made up of disclosure requirements known as Elements. These elements are numbered in Sections A E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securitiesand issuer. As some Elements are