Summary of Offering Circular
Offering of 22,751,840 newly issued Ordinary Shares at an offer price of BD 0.500 each consisting of a Nominal Value of BD 0.100 in addition to an Offer Premium of BD 0.400 per Ordinary Share based on a rights privileged subscription
Announcement Date: 26 April, 2008 Record Date: 4 May, 2008 Offering Opening Date: 11 May, 2008 Offering Closing Date: 27 May, 2008 Allotment Date: 3 June, 2008 Allotment Announcement Date: 4 June, 2008 Distribution Date: 10 June, 2008
Receiving Bank
Legal Advisor
Issue Manager
Auditor
Registrar
The CeNTral BaNk Of BahraiN, aND The BahraiN STOCk exChaNge aSSume NO reSPONSiBiliTy fOr The aCCuraCy aND COmPleTeNeSS Of The STaTemeNTS aND iNfOrmaTiON CONTaiNeD iN ThiS DOCumeNT aND exPreSSly DiSClaim aNy liaBiliTy whaTSOeVer fOr aNy lOSS hOwSOeVer ariSiNg frOm The reliaNCe uPON The whOle Or aNy ParT Of The CONTeNTS Of ThiS OfferiNg CirCular
The following information has been extracted from the Offering Circular issued in relation to the Ordinary Shares offering based on a rights privileged subscription in esterad investment Company BSC (the “Company”), which is available at the main Branch of the receiving Bank, the offices of the issue manager and the offices of the registrar. This summary does not purport to be a complete summary of the information contained in the Offering Circular. Persons interested in applying for Ordinary Shares should read the Offering Circular in full. words and phrases defined in the Offering Circular shall have the same meanings where used herein unless the context otherwise requires.
1. Issue Details
Issuer: Issue Manager: Receiving Bank and Branch: Registrar: Eligibility esterad investment Company B.S.C. “esterad” National Bank Of Bahrain B.S.C. National Bank Of Bahrain B.S.C, main Branch, government avenue, manama, Bahrain. Tel No: 17 205564 - 17 205547 kPmg - Share registrar Office all shareholders whose names appear in the register of Shareholders with the registrar on the record Date.
2. Issuer Capital
Authorized Share Capital: Issued and Paid up Share Capital Prior to the Offering: Offered Shares: Underwriting: 200,000,000 Ordinary Shares 132,248,160 Ordinary Shares 22,751,840 Ordinary Shares The issuer did not seek any underwriting for the rights share offered under this offering. in the event of under subscription to this rights issue, the company will offer the unsubscribed shares to the general public subsequently.
3. Details of the Offering
Offered Shares: Share Ranking: Nominal Value: Rights Offer Price: Rights Offer Ratio: Renunciation: 22,751,840 Ordinary Shares Ordinary Shares issued in this Offering shall rank pari passu with all other Ordinary Shares of the issuer including dividend entitlement for the year ending 31 December 2008. BD 0.100 per share BD 0.500 per Ordinary Share, payable upfront along with the Subscription application form. The right to purchase 17.2 Ordinary share for approximately every 100 Ordinary Shares held on the record Date. eligible shareholders on the record Date may accept all or part of their entitlement. The rights to the new shares are renounceable, which enables shareholders who do not wish to take up some or all of the new shares to sell their rights to a third party. The rights may be sold during the subscription period only. 4th may 2008. 11th may to 27th may 2008. Subscription application forms are available for collection at offices of the issue manager, the receiving Bank and the registrar.
3. Subscription funds should be paid in full for total shares (rights offering and extra shares) subscribed for while submitting the Subscription application form. 4. The last day for submitting the Subscription application form to the receiving Bank will be at the close of business on Tuesday 27th may 2008. 5. individual applicants must submit: a. Original and a copy of Passport of shareholder; b. Copy of identification Card or any equivalent; and c. Copy of identification Card or any equivalent of legal guardian applying and signing on behalf of a minor. institutional applicants must submit: a. Copy of the Commercial registration or Certificate of incorporation; b. an original letter printed on the institution’s letter head authorizing the person(s) whose signature(s) appear(s) on the Subscription application form; c. Original and copy of the Passport of the person(s) signing on behalf of the institution; and d. Original and copy of the identification Card or any equivalent of person(s) signing on behalf of the institution. all original documents will be verified at the time of submission of application and will be returned after verification. 6. in case of renunciation, individual shareholders and renouncees must submit the originals and copies of both forms of iD mentioned above. institutional Shareholders must submit a copy of their Commercial registration Certificate or Certificate of incorporation in addition to originals & copies of both forms of iD of the person(s) signing on behalf of the institution and an original letter printed on the institution’s letter head authorizing the person(s) whose signature(s) appear(s) on the Subscription application form, to renounce rights shares on behalf of the institution. 7. application for additional shares over and above their eligibility is restricted to Shareholders who have subscribed to their full entitlement and have not made any renunciation. 9.2 Mode of Payment applicants to the Offering should submit to the receiving Bank a duly signed and completed Subscription application form together with clear funds in the amount of subscription. The subscription currency is Bahraini Dinars. all payments should be made to the order of ‘National Bank of Bahrain : account esterad rights issue”. The receiving Bank shall receive the subscription funds from subscribers in one of the following modes: a. By wire transfer wire transfer details: in Bahrain: Bank : National Bank of Bahrain BSC SwifT code : NBOBBhBm account Name : esterad rights issue account No : 99566524 Currency : Bahraini Dinar reference : eSTeraD rights Offering applicant Name : (Name) application # : ................................. b. By transferring Bahraini Dinars from an account of the applicant maintained with the receiving Bank. c. By cashier/manager cheque upon the acceptance of the Subscription application form, applicants will receive a receipt from the receiving Bank. applicants are responsible for ensuring that the full subscription money payable on the number of shares applied, net of all charges, is received by the receiving Bank before the end of the offering period. No interest shall be payable to applicants in respect of subscription funds collected by the receiving Bank in the Subscription account. all transfers shall be net of any banking charges. all such charges, such as transfer, manager cheque fees, shall be borne by the subscriber.
Record Date: Subscription Period: Subscription Application Forms:
4. EGM Resolution
On 16 march 2008, the shareholders held their extra-Ordinary general meeting (“egm”), in which they approved the recommendation of the Board of Directors to raise 11,375,920 million Bahraini Dinars through the rights offering, at an offer price of BD 0.500 each consisting of a Nominal Value of BD 0.100 in addition to an Offer Premium of BD 0.400 per Ordinary Share. The shareholders also empowered amending “article 6 & 7 issued and Paid-up capital in the memorandum and articles of association, where necessary to incorporate the increase in issued and paid up capital to BD 15.5 million.
5. Other Approvals
The issuer has obtained a no objection letter from the Central Bank of Bahrain (“CBB”) Capital markets Supervision Directorate dated 21/4/2008 for use of the Offering Circular for the rights Offering. The issuer has obtained the approval of BSe dated 24/4/2008, for the listing and trading of the shares, subject to the fulfilling of the listing requirements.
10. Allotment
Shares will be allocated to subscribers on the allotment Date. Shares shall be first allotted to shareholders exercising their rights in full or any lesser number of shares. The balance will be allotted to shareholders requesting more than their privileged rights on a pro-rata to their holdings on the record Date. in the event of under subscription to the rights issue, the Company will offer the unsubscribed shares to general public subsequently. Share certificates, refund cheques (if any in the case of over-subscription) and funds paid along with applications that are rejected will be available for collection during the first 2 weeks from the Distribution Date from the main branch of National Bank of Bahrain from their main Branch at NBB Tower, manama, after which they may be collected from the registrar office.
6. General Information about the Issuer
esterad investment Company B.S.C. (esterad), previously known as National imports and exports Company B.S.C., is a Bahraini Public Joint Stock Company, established in 1973 by amiri Decree 9/1973. The Company operates under Commercial registration No: 1545. The Company’s shares are quoted on the BSe. The principal activity of the Company is to invest in quoted and unquoted investments and in all types of securities and financial instruments in the local and international financial markets. The company’s total assets consist predominantly of investment assets (trading securities, available-for-sale securities and investment in subsidiary and associate companies), which are diversified across a number of asset classes and geographical regions. The total investment assets are distributed over four main asset groups namely Direct equity, real estate, Quoted equity and fixed income Securities. in addition, the company has investments in three associate companies and has five subsidiaries. in 2007, the total income of the company was BD 17.98 million and net profit was BD 13.59 million (2006: BD6.42 million)
11. Listing
The shares of the rights issue will be listed on the BSe on completion of the allotment process and will rank pari-passu with the existing shares
12. Board of Directors
Name of Director mr. Nooruddin a. Nooruddin mr. rashid ismail almeer mr. abdulrahman m.S. Jamsheer mr. hussein m. aamer mr. yousuf Saleh al-Saleh mr. abdul razak a. hassan mr. abdula e. Jamsheer Position Held Chairman Deputy Chairman managing Director Director Director Director Director
7. Use of Proceeds
The net proceeds of this rights issue are expected to be around BD 11.37 million. This additional capital available to the Company will be employed to further improve the Company’s financial strength and performance in the future.
8. Head Office of the Issuer
The Company has its registered address at flat 3801, Building 2504, road 3832, Block 428 38th floor, ai-moayyed Tower, Seef District, P.O.Box 1080, manama, kingdom of Bahrain.
13. Directors Declaration
The Directors accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors, who have taken all reasonable care to ensure that such is the case, the information contained in this announcement is in accordance with the facts and contains no omission likely to affect the importance and completeness of this announcement.
9. How to Apply
9.1 Application Procedure 1. Subscription application forms should be completed in full in english or arabic and in accordance with instructions contained therein. 2. Subscription application forms should be signed by the applicant/shareholder. in case the applicant/shareholder is a minor, the natural or legal guardian must sign the Subscription application forms on behalf of the minor and state the capacity in which he/she signs.
This summary Offering Circular does not purport to be complete and should be read in conjunction with the main Offering Circular.
Esterad Investment Company BSC P.O. Box 1080, Bahrain Tel +973 17 585 400 Fax +973 17 585 444 www.esterad.net