EQS Group-Ad-hoc: Orascom Development Holding AG / Key word(s): Miscellaneous/Miscellaneous

2015-11-30 / 07:00
Release of an ad hoc announcement pursuant to Art. 53 KR. The issuer is solely responsible for the content of this announcement.

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Press Release

Khaled Bichara to become Chief Executive Officer of Orascom Development Holding (ODH), Accelero to provide advisory services, announcement of intention for capital increase

Altdorf/Cairo, 30 November 2015 - The Board of Directors of Orascom Development Holding AG (Orascom Development, ODH) has signed a six year advisory agreement with Accelero Capital Management Company Limited ("Accelero Capital") whereby Accelero Capital will provide advisory services to assist ODH in implementing an operational and financial turn-around under the guidance of the Board of Directors and management of ODH. The Board of Directors of ODH announces that it has appointed Mr. Khaled Bichara as the new CEO effective 1 January 2016
Mr. Khaled Bichara, born 1971, is the CEO and Co-Founder of Accelero Capital. He served as Group President and Chief Operating Officer of VimpelCom Ltd ("VimpelCom"), Group Chief Executive Officer of Orascom Telecom Holding S.A.E. ("OTH") as well as Chief Operating Officer of Wind Telecomunicazioni S.p.A. ("Wind Italy"). He was also the co-founder, Chairman and CEO of "LINKdotNET".

Mr. Samih O. Sawiris commented: "We are delighted to welcome Khaled Bichara on board as CEO and Accelero Capital to assist the Board and the management in ODH's turnaround journey. Accelero Capital, led by Khaled, has a successful track record globally of strategic investments and operations. Khaled is a proven leader who has wide experience and an excellent track record of delivering results." Mr. Sawiris also expressed the Board's confidence in Mr. Bichara.

"We are excited to be working closely with the creators of global touristic landmarks to help unlock the potential value of this great Group. We are confident that our combined experience will enable us to optimize the value of ODH's assets" said Mr. Bichara. With the appointment of Mr. Bichara as CEO, who will assume a non-executive role at Accelero Capital, the interim period of Mr. Sawiris and Dr. Eskandar Tooma, interim Chief Financial Officer, comes to an end. Mr. Sawiris will be able to focus on his role as Chairman of the Board. The management will present to the Board candidates to assume the role of the CFO within the next five months. Dr. Tooma, board member and ad-interim Chief Financial Officer, has agreed to maintain his interim function until the sign-off of the financials for the FY 2015, which is expected at the end of April 2016. Thereafter, Dr. Tooma will continue to serve as a board member at least until the next general shareholder meeting.

Subject to approval by the ODH's shareholders' annual general meeting in 2016, Mr. Bichara will be entitled to a fixed base salary and to a contingent compensation pursuant to an agreed formula. According to this formula, Mr. Bichara will, subject to certain conditions, be awarded 10% of the incremental market capitalization of ODH above a hurdle rate of 8% per annum. The award accrues over a vesting period of six years and is subject to usual forfeiture and acceleration provisions.

Intention for capital increase to support real estate development initiatives
In order to strengthen its financial resources and to support the further financing of the real estate developments required to meet the minimum build obligations in Oman and Montenegro for 2016 and 2017, ODH intends to increase its share capital by up to approximately CHF 278 million. Subject to market conditions, the capital increase is expected to be executed before the end of the year. The current intention is to conduct a capital increase by way of a rights offering with a fixed offer price set near the average ODH trading price.

The new registered shares shall be issued utilizing the ODH Board of Director's existing authorization to increase the share capital by issuing a maximum of up to 12'000'000 fully paid-up registered shares. It is intended that a part of the new shares will be created by converting available reserves into share capital. The offer price will hence be below the par value. Holders of our Egyptian Depository Receipts ("EDRs") will be able to exercise the Rights relating to the Shares underlying the EDRs through the central depositary for the EDRs, Misr for Clearing, Settlement, and Central Depository (MCSD).

Our main shareholder Samih O. Sawiris intends to participate, directly or indirectly through controlled entities, in the capital increase through the exercise of all of the subscription rights allotted to him (or to entities controlled by him) by way of setting off his existing loan granted to ODH against the aggregate offer price of such offered shares. In addition, Samih O. Sawiris, directly or indirectly through controlled entities intends to enter into a commitment to purchase offered shares for which rights were not validly exercised by existing shareholders at the same conditions as for existing shareholders of ODH.
Mr. Samih O. Sawiris commented: "I am fully supportive of the contemplated rights issue, which will help us further invest in our diversified portfolio of assets."

Details on the rights offering will be announced at the time of the launch of the transaction.

About Orascom Development Holding AG 
Orascom Development is a leading developer of fully integrated destinations that include hotels, private villas and apartments, leisure facilities such as golf courses, marinas and supporting infrastructure. Orascom Development's diversified portfolio of destinations is spread over eight jurisdictions (Egypt, UAE, Jordan, Oman, Switzerland, Morocco, Montenegro and United Kingdom), with primary focus on touristic destinations. The Group currently operates eight destinations; four in Egypt El Gouna, Taba Heights, Haram City and Makadi, The Cove in United Arab Emirates , Jebel Sifah and Salalah Beach in Oman and Andermatt in Switzerland. Orascom Development has a dual listing, with a primary listing on the SIX Swiss Exchange and a secondary listing on the EGX Egyptian Exchange.

Investor Relations Contacts 
Sara El-Gawahergy        
Head of Investor Relations 
Tel: +0100 218 5651
Tel: +41418741711    
Email: ir@orascomdh.com         

Contact Media Relations
media@orascomdh.com

Disclaimer & Cautionary Statement

The information contained in this e-mail, its attachment and in any link to our website indicated herein is not for use within any country or jurisdiction or by any persons where such use would constitute a violation of law. If this applies to you, you are not authorized to access or use any such information. Certain statements in this e-mail and the attached news release may be forward-looking statements, including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Forward-looking statements include statements regarding our targeted profit improvement, return on equity targets, expense reductions, pricing conditions, dividend policy and underwriting claims improvements. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results and Orascom Development Holding AG's plans and objectives to differ materially from those expressed or implied in the forward looking statements (or from past results). Factors such as (i) general economic conditions and competitive factors, particularly in our key markets; (ii) performance of financial markets; (iii) levels of interest rates and currency exchange rates; and (vii) changes in laws and regulations and in the policies of regulators may have a direct bearing on Orascom Development Holding AG's results of operations and on whether Orascom Development Holding AG will achieve its targets. Orascom Development Holding AG undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or circumstances or otherwise. It should further be noted, that past performance is not a guide to future performance. Please also note that interim results are not necessarily indicative of the full-year results. Persons requiring advice should consult an independent adviser.
The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This document is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This document does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. ODH shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the ODH shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.
The ODH shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state's securities commission in the United States or any U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the ODH shares or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive") is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

End of ad hoc announcement

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2015-11-30 News transmitted by EQS Schweiz AG. www.eqs.com - news archive: http://switzerland.eqs.com/de/News

The issuer is responsible for the contents of the release.

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Language: English Company: Orascom Development Holding AG Gotthardstraße 12 6460 Altdorf Switzerland Phone: +41 41 874 17 17 Fax: +41 41 874 17 07 E-mail: ir@orascomdh.com Internet: www.orascomdh.com ISIN: CH0038285679 Valor: A0NJ37 Listed: Foreign Exchange(s) SIX    
   
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