Professional Documents
Culture Documents
This English version is provided for convenience only and does not constitute a legal document. Subscribers
should only rely on the Arabic version of the Prospectus. In case of discrepancies or omissions, the Arabic version shall prevail.
The information contained in this Prospectus is subject to amendments or additions without notice. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy nor may
there be any sale of the shares in any jurisdiction in which such offer, solicitation, or sale would be unlawful.
AMANAT HOLDINGS
Public Joint Stock Company
(under incorporation in the United Arab Emirates as a Public Joint Stock Company)
Date: 20 October 2014
Subscription Period from 20 October 2014 to 4 November 2014
Initial Public Offering of 1,375,000,000 ordinary shares (Offer Shares) at an offer price of AED
1.00 per Offer Share (Offer Price)
(with an additional AED 0.02 per Offer Share in offering costs)
This is the initial public offering (Offering) of 55% of the total shares (Shares) of
Amanat Holdings (Amanat Holdings or the Company), a public joint stock company (PJSC)
under incorporation in the United Arab Emirates (UAE). Prior to this Offering, there has been no
public market for the Shares. Following the Offering and the completion of the incorporation process, the
Company will apply to list its Shares on the Dubai Financial Market (DFM).
The Offering is open to individual and institutional subscribers (Subscribers) and is restricted to the
following:
1-Individuals/natural persons, except citizens/nationals of the United States of America (US);
2-Sole proprietorships and companies, regardless of the nationality of these entities, with the exception of
US Persons (within the meaning under the Securities Act of 1933, as amended);
3- In accordance with Article 80 of the Companies Law and its amendments, the Emirates Investment
Authority (EIA) shall have the right to subscribe to the shares of any public joint stock company
incorporated in the UAE with a percentage not exceeding 5% of the Offer Shares. The allocation to the
EIA must be made prior to subscription and allocation to other subscribers; and
4- Public bodies and authorities of the Federal government of the UAE or any one of the Emirates or any
country within the GCC or any other country; according to the terms and conditions set forth in this
Prospectus.
Every Subscriber must hold a NIN and bank account number in order to be eligible to apply for the Offer
Shares.
The Offering is expected to start on 20 October 2014 and to close on 4 November 2014 (Closing
Date).
The Offering of the Offer Shares has been authorized by the UAE Securities and Commodities Authority
(SCA).
The Arabic version of this Prospectus has been approved by the SCA on 19 October 2014 as per the
provisions of the Commercial Companies Law Number 8 of 1984, as amended, and its executive
resolutions (Companies Law).
Investment in shares involves a high degree of risk. Prospective Subscribers should carefully read
the Risk Factors Section of the Prospectus to inform themselves about factors that should be
considered before subscribing for the Offer Shares.
__________________________________________________________________________
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Offer Manager
Receiving Banks
Finance
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Finance House
KPMG
Level 13, Boulevard Plaza Tower One
Mohammad Bin Rashid Boulevard
PO Box 3800
Dubai
United Arab Emirates
This Prospectus is dated 20 October 2014
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IMPORTANT NOTICE
(To be carefully read by all Subscribers)
This Prospectus is primarily intended to furnish investors with the basic information that could help them
to invest in the Offer Shares. Prior to applying for subscription, each Subscriber must carefully examine
and consider all data included in this Prospectus as well as the articles of association of the Company
(Articles) to determine whether it is appropriate to invest in the Offer Shares or not. Each investor
must also consult his/ her financial and legal advisor on the investment in the Offer Shares offered for
subscription. The Prospectus reader must note that words and phrases stating that information is
estimated and reliant on future assumptions indicates that it is uncertain data and such future estimations
cannot be entirely reliable. This Prospectus is subject to revision since it is not possible to ascertain future
circumstances causing a material difference between the actual and expected results.
This notice is addressed to all investors to educate them on certain additional risk and challenges in respect
of investing and subscribing in the share capital of newly established companies. Irrespective of the general
potential risks associated with investing in capital markets, investing in newly established entities involves
additional risks as follows:
The newly established companies do not have any work precedent or a track record that proves that the
founders or the directors are capable of achieving the targeted results for the Company. This is in contrary
to the established companies that offer a certain percentage of its shares to the public. These companies
have a track record and have proven its ability to generate profits, which helps the investor to base the
investment decision on solid grounds.
Although feasibility studies are prepared in respect of the activities of the newly established companies by
specialized firms, these feasibility studies include a notice indicating that the study is prepared on
assumptions and there are no guarantees that the indicated results or profits will be achieved or even a
guarantee in respect of the capital. The preparers of the feasibility studies disclaim their liability in respect
of guaranteeing the results included in the study. Several parts of the study are based on assumptions and
information provided by the founders and reflect their vision and expectation in respect of the future of
the Company.
The markets are highly competitive for most of the economic activities. This is a significant challenge for
newly established companies to be able to exist, undertake its activities and form a client base and stable
work volume in light of the lack of practical experiences and the track record that would, if existed, support
its existence in the targeted markets.
Newly established companies require a period of time that could extend to years, to be able to stabilize its
operations in the markets and generate profits to investors. This is unlike established companies which
have a work precedent, track record and financial and operational results that would allow the investor to
solidify their investment decision.
It should be a point of focus as to the concentration of founders shares with individuals and entities with
experience and track record in the same field as the Company. Risks increase significantly when a large
number of founders are of different fields, which leads to the fact that there is no major sponsor for the
Company who owns a controlling stake and is keen as to the success of the Company.
Investors should pay attention to the activities and should read the business plan summary of the Company
and should be aware as to the investment projects and services of the Company. It is worth noting that
newly established companies are established to invest in securities or to contribute in share capitals of other
companies or to acquire assets, projects or existing companies. This type of investment activities involves
high risk as a result of the valuation processes of such assets, projects or existing companies that are
sometimes undertaken without adequate review by independent entities.
The approval of the SCA on the offerings made by newly established companies does not imply that the
SCA guarantee or confirm the accuracy or the validity of the information and assumptions on which the
feasibility study is based. The SCA does not guarantee the results in connection with the business plan of
the Company. The SCA approval must not be construed as an investment advice or recommendation to
invest in companies offered.
Investment in the Offer Shares may entail considerable risks. Therefore, the investor must not invest any
funds in this Offering unless he/ she is able to bear the loss of his/ her investment (kindly refer to ''Risk
Factors'').
Prior to subscribing to the Offer Shares each subscriber needs to review carefully all data and information
contained in the prospectus and the articles of association of the Company to decide whether or not
investing in the Offer Shares is suitable. Each investor should consult with his financial and legal advisor
in respect of investing in the Offer Shares. The reader of the Prospectus must note that the words and
expressions indicates that the information are projected and is based on assumptions and further indicates
that the information is not certain and it projections should not be relied upon. The Prospectus is subject
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to amendments as a result of the uncertainties surrounding the future events which might cause a material
difference between the actual and projected results.
Investment in the Offer Shares may entail considerable risks. Therefore, the investor must not invest any
funds in this Offering unless he/ she is able to bear the loss of his/ her investment (kindly refer to ''Risk
Factors'').
This Prospectus contains data submitted according to the issuance and disclosure rules issued by the SCA.
All founders and nominated members of the Companys board of directors (Board) whose names are
stipulated in the contents of this Prospectus shall be severally and jointly liable for the accuracy of
information and data contained therein and they must ensure to the best of their knowledge and belief,
and upon doing due diligence and conducting possible and reasonable investigations, that there have been
no omissions of other material facts or information that would mislead or affect the investment decision
of the Subscribers.
The Offering under this Prospectus is presented to the SCA for the purpose of the Offering in the UAE.
If the Offer Shares are offered in another country, the Company shall, if so required under applicable laws
and/or regulations, take all procedures and measures and obtain all approvals from the authorities
concerned in such countries before offering the Offer Shares therein.
This Prospectus was adopted by the SCA on 19 October 2014. This approval shall neither be deemed as
an approval of the investment feasibility nor a recommendation of subscription, but it means only that the
minimum subscription requirements according to the issuance rules and information disclosure applicable
to the Prospectuses and issued by the SCA have been met. The SCA shall not be held liable for the
accuracy, completeness or sufficiency of the information contained in this Prospectus, nor shall be held
liable for any damage or loss suffered by any person due to reliance upon this Prospectus or any part
thereof.
Emirates Financial Services PSC (EFS) and National Bank of Abu Dhabi PJSC (NBAD) have been
appointed as joint lead managers (together the Joint Lead Managers). SHUAA Capital PSC was
appointed as the Offer Manager (the Offer Manager). The Joint Lead Managers, the Offer Manager
and Deutsche Bank AG (DB) and Credit Suisse Securities (Europe) Limited (CS), (DB and CS
together Joint IPO Coordinators) are acting exclusively for the Company and no one else in connection
with the Offering, will not regard any other person (whether or not a recipient of this document) as a client
in relation to the Offering and will not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients nor for giving advice in relation to the Offering or any
transaction or arrangement referred to in this document. The Joint IPO Coordinators are not participating
in receiving the subscription funds or managing the public offering of the Offer Shares in the UAE.
This Prospectus was issued on 20 October 2014.
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AMANAT HOLDINGS (under incorporation) and the founding shareholders (Founders) (represented by
the Founders Committee as defined herein) and nominated board members, whose names are set out in this
Prospectus, are jointly and severally responsible for the integrity of data and information stated in the Prospectus.
They confirm, according to their knowledge, due diligence and after conducting the possible and reasonable
examination, that no other facts or material information are excluded from the Prospectus, which might have
rendered this Prospectus misleading or might have affected the investment decision of the Subscriber(s).
The information set out in this Prospectus shall not be changed or amended unless the SCA approval is obtained
and the public are notified through publication in daily newspapers according to the SCA rules.
This Prospectus does not constitute an offer to sell or an invitation by or on behalf of the Founders or the
Company to subscribe for any of the Offer Shares in any jurisdiction outside of the UAE. This Prospectus may
not be distributed in any jurisdiction where such distribution is, or may be, unlawful. The Founders, Company,
Joint Lead Managers, Lead Receiving Bank, Co-Lead Receiving Bank and Receiving Banks require persons into
whose possession this Prospectus comes to inform themselves of and observe all such restrictions.
Any reference in this Prospectus to Booz & Company undertaking services is on the understanding that the
deliverables produced pursuant to such services (whether in the form of reports, analyses or other material
provided by Booz & Company) are intended to be solely for the benefit of the Company and that no third parties
may rely on or indirectly benefit from such deliverables, have any claim or be entitled to any remedy from Booz
& Company or otherwise in any way be regarded as third party beneficiaries with respect to Booz & Companys
deliverables.
This Prospectus may not contain all the information that the prospective Subscribers should consider before
deciding to invest in the Offer Shares. Prior to making their decision to invest in the Offer Shares, prospective
Subscribers should carefully read the entire Prospectus, including the section entitled Risk Factors and consider
the suitability of this investment including undertaking their independent research, making their own enquiries
and consulting their financial advisors to assist them in arriving at an investment decision.
The information and opinions contained in the Prospectus and any other information or opinions subsequently
provided in connection with the Offering are intended to assist potential Subscribers who wish to consider
participating in the Offering according to the terms and conditions stipulated in this Prospectus and in the
subscription form. Such information may not be published, duplicated, copied or disclosed in whole or in part or
otherwise used for any purpose other than in connection with the Offering without the prior written approval of
the Founders and the Joint Lead Managers.
This Prospectus is not intended to constitute a financial promotion, an offer, sale or delivery of shares or other
securities under the Dubai International Financial Centre ("DIFC") Markets Law (DIFC Law No. 12 of 2004, as
amended) ("Markets Law") or under the Markets Rules (Markets Rules) of the Dubai Financial Services
Authority ("DFSA"). The Offering and the Offer Shares and interests therein have not been approved or licensed
by the DFSA, and do not constitute an offer of securities in the DIFC in accordance with the Markets Law or the
Markets Rules.
The Offer Shares have not been approved or registered by any other regulatory authority in any other jurisdiction,
including the Securities and Exchange Commission of the US or any state securities commission of the US.
Therefore, the Offer Shares may not, directly or indirectly, be offered, sold, re-sold, transferred or delivered in the
US, or for the account or benefit of any US person (as defined under the US Securities Act of 1993) except in
certain transactions exempt from the registration requirements of federal and state securities laws of the US. In
addition, the Offer Shares may not be, and are not being, offered in the United Kingdom (UK) under the Public
Offers of Securities Regulations 1995. Persons coming into possession of this Prospectus are required to inform
themselves about, and to observe, any such restrictions.
Subject to the restrictions set out in the terms of the Offering below, the Offering will be open to GCC Subscribers
and non-GCC Subscribers provided that non-GCC ownership will be restricted to 49% of the share capital, as
stipulated in the Articles.
-6-
-7-
TABLE OF CONTENTS
DEFINITIONS AND ABBREVIATIONS
FIRST:
SECOND:
THIRD:
FOURTH:
OTHER INFORMATION
1.
Administrative And Organizational Structure Of The Company
2.
Corporate Governance
3.
Board Competences And Responsibilities
4.
Board Committees
5.
Audit And Risk Committee
6.
Nomination And Remuneration Committee
7.
Compliance Officer
8.
Impact On National Products And New Technology
9.
Companys Proposed Management Structure
10.
Committees Emanating From The Board Competences And
Responsibilities Of Each And The Names Of Auditing Committee
Members
11.
Statement Of Direct And Indirect Ownership Of The Board And
Executive Directors In Amanat Holdings Share Capital
12.
Employee Incentive Programs
13.
Legal Matters
14.
DFM Overview
FIFTH:
SIXTH:
SEVENTH:
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Amanat Holdings/Company
Joint Lead Managers
iVESTOR Card
Listing of Shares
Memorandum
Minimum Subscription
NIN
Offer Period
Offer Price
Offer Shares
Offering
Offering Costs
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In the event the amount of the Offering Issue Costs exceeds the costs
actually incurred, the balance will be deposited in the Companys
account.
Ownership Restriction
PJSC
Prospectus
Receiving Banks
Shares
Subscribers
UAE
UK
In the event the amount of the Issue Offering Costs is not sufficient to
cover the costs actually incurred, the balance will be covered by the
Company.
A minimum of 51% of the Shares of the Company shall be held by
GCC nationals and/or legal entities wholly owned by such nationals.
Public joint stock company.
The prospectus which includes all information and data in respect of
the Company and mechanics and procedures of the Offering document
and its timeline.
The Receiving Banks are the following UAE banking institutions:
Emirates NBD PJSC, National Bank of Abu Dhabi PJSC, Dubai
Islamic Bank, Union National Bank, Finance House, Abu Dhabi
National Islamic Finance, Ajman Bank and Abu Dhabi Islamic Bank,
Emirates National Bank of Dubai and National Bank of Abu Dhabi
PJSC (as Lead Receiving Banks) and the following are the other
participating receiving banks: Abu Dhabi Commercial Bank, Union
National Bank and Dubai Islamic Bank. The Receiving Banks must
comply with the UAE Central Banks resolutions and circulars in
respect of granting loans and finance for acquiring companies shares,
which is set as 5-1 and will not be exceeded.
The Companys capital is comprised of two billion five hundred million
ordinary shares of AED 1 each (including the Offer Shares).
The Offering will be open to individuals and institutional Subscribers,
as described herein. The Founders are, after obtaining approval from
the Minister of Economy and the SCA, permitted to subscribe to the
unsubscribed Offer Shares.
United Arab Emirates.
United Kingdom of Great Britain and Northern Ireland.
Name of the Company: Amanat Holdings (a public joint stock company under
incorporation).
Share capital: AED 2,500,000,000 (two billion five hundred million dirhams).
Nominal Share value: AED 1.00 (one dirham).
Number and type of the Offer Shares: 1,375,000,000 (One billion three hundred and
seventy five million) ordinary shares.
Offer price per Share: AED 1.00 (one dirham).
Issue costs per Share: AED 0.02
Percentage of the Offer Shares to Share capital: 55%.
Total value of the Offer Shares: AED 1,375,000,000 (One billion three hundred and
seventy five million dirham).
Statement of classes allotted to individuals, institutions and entities:
Please see section 2 (Subscription Restrictions) below for details in this regard.
(j)
The Offering is of 55% of the Shares of the Company at an Offer Price of AED 1.00 (one dirham) per
Offer Share (with additional AED 0.02 Offering Costs). Prior to the Offering, there has been no public
market for the Shares. Following the Offering and the completion of the incorporation process, the
Company will list its Shares on DFM. The Shares have not been registered with any other regulatory
authority in any other jurisdiction. The Offering will be open to GCC and non-GCC individuals and
institutional Subscribers and to governmental authorities as described herein. If the Subscription Period
lapsed without all the Offer Shares being subscribed, the Founders may subscribe to the unsubscribed
- 10 -
shares, as an exception from the provisions of Article 78 of the Companies Law and its amendments,
following obtaining the approval of the Minister of Economy and the competent authority.
Minors are permitted to subscribe in accordance with applicable laws and the procedures that
are required to be followed by the Receiving Banks.
2. Subscription Restrictions
Public subscription for the Offer Shares is prohibited to the following:
(a)
Any Subscriber whose subscription is restricted by the laws of the jurisdiction where the
Subscriber resides or by the laws of the jurisdiction to which the Subscribers belongs. It is the
Subscribers responsibility to determine whether the Subscribers subscription conforms to the
laws of the applicable jurisdiction(s).
(b)
The Founders during the Subscription Period. However, if the Subscription Period lapsed
without all the Offer Shares being subscribed, the Founders may subscribe to the unsubscribed
shares following obtaining the approval of the Minister of Economy and the competent
authority.
(c)
(d)
Method of payment: The subscription application, containing the Subscriber bank account
number and NIN, must be submitted to any of the Receiving Banks listed in this Prospectus,
together with the payment for the Shares subscribed for and, is to be paid in one of the
following ways:
Certified bank cheque drawn on a UAE bank in favor of Amanat Holdings (under
incorporation);
By debiting the customer accounts at the Receiving Bank and credit the subscription
account opened with the same Receiving Bank); or
Neither the Company nor the Joint Lead Managers, nor the Founders, nor the Receiving Banks
shall assume liability for any applications paid by any method other than those described above.
- 11 -
The subscription may not be paid using any of the following methods:
In cash; or
The Receiving Bank in which the subscription is made will issue to the Subscriber a subscription
receipt which the Subscriber has to keep until the Subscriber receives the allotment notice. The
subscription receipt, signed, and stamped by the Receiving Bank shall be considered as a receipt
for subscription. This receipt shall include the data of the Subscriber, address, number of shares
subscribed to, amount paid, details of the payment method, and date of subscription.
If the address of the Subscriber is not filled in correctly or legibly, the Joint Lead Managers, the
Receiving Banks and the Founders take no responsibility for non-receipt of such allotment.
Electronic investments
The DFM will make its official website (www.dfm.ae) available to Subscribers with a NIN
registered on the DFM website and holding a valid iVESTOR Card for them to submit their
electronic investments to the Receiving Banks. The Receiving Banks may also have their own
electronic channels (On-line internet banking applications, mobile banking applications, ATMs,
etc.,) interfaced with the DFM IPO system. By submitting the electronic investment form the
Subscriber submitting the application is accepting the Offering terms and conditions on behalf
of the Subscriber and is authorizing the iVESTOR Card issuing bank and the Receiving Bank
to pay the total investment amount by debiting the amount from the respective iVESTOR Card
or the bank account of the Subscriber and transferring the same to the subscription account
held at the Receiving Banks, as detailed in the Investment Application. The submission of an
electronic application will be deemed to be sufficient for the purposes of fulfilling the
identification requirements and accordingly, the supporting documentation in relations to
applications set out elsewhere in this document will not apply to electronic applications under
this section.
Neither the DFM, Company, Founders, Joint Lead Managers, Receiving Banks nor the
iVESTOR Card issuing bank shall in anyway be liable for the use of the electronic subscription
facility by the customer of the bank or the Subscriber, the debiting of the Subscriber account
of the Receiving Banks, nor the debiting of the iVESTOR Card by the iVESTOR Card issuing
bank, in respect of all and any losses or damages suffered, directly or indirectly as a result of
the electronic subscription facility and/or the iVESTOR Card.
With regard to electronic submission of Application via ATM or Internet Banking, the
customers accessing the ATM with their debit card and the internet banking with password as
is customary with electronic banking transaction will be deemed sufficient for the purpose of
identification and the documentation requirement will not be applicable.
The acknowledgement in the case of Electronic Applications via online internet banking and
ATM would provide basic information of the Application such as NIN number, Amount, Date,
Customer a/c. The mere acknowledgement of the application for subscription by the
Receiving Banks either through receiving bank counters or via electronic channels shall not
amount to acceptance of the application and may be rejected subsequently.
(e)
Use of Proceeds:
The Company will use the Offering proceeds in establishing and investing in companies and
enterprises working in the fields of educational and healthcare and managing, developing and
operating such companies and enterprises. The Company may participate or have an interest
in any manner in other companies, entities or institutions inside or outside the boundaries of
the United Arab Emirates which practice similar activities or to act as agent for these
companies, entities or institutions Section (1) of THIRD: Financial Information on the
Company outlines in details the targeted percentages of the Offering proceeds usage and the
timetable of the usage and the alternative policies.
- 12 -
(f)
Subscription period:
Commences on 20 October 2014 and ends on 4 November 2014
(g)
Receiving banks:
National Bank of Abu Dhabi PJSC, Emirates NBD PJSC, Dubai Islamic Bank, Union National
Bank, Finance House, Abu Dhabi National Islamic Finance, Ajman Bank and Abu Dhabi
Islamic Bank.
(h)
(i)
Listing and trading of Shares:, The Shares of the Company will be listed on DFM on 29
November 2014
(j)
Voting rights: All Shares are of the same class and shall carry equal voting rights and shall rank
pari passu in all other rights and obligations.
(k)
(l)
Names and addresses of proposed auditors: KPMG, Level 13, Boulevard Plaza Tower One,
Mohammad Bin Rashid Boulevard, PO Box 3800, Dubai, UAE.
(m)
Names and addresses of the Companys external advisors (legal, technical, marketing
etc.):
(n)
3.
Legal Advisor: Al Tamimi & Company, DIFC, building number 4, 6th floor, Dubai,
UAE.
Statement of the name of investor relations officer: Khaldoun Haj Hasan shall be the
Companys investor relations officer telephone number + 971 4 3289922.
Allotment Policy
The Offering of the Companys Shares is open to both UAE and GCC Subscribers and non-GCC
Subscribers, subject to GCC share ownership restrictions (51% GCC nationals and 49% non-GCC nationals).
In case of over-subscription of offered Shares, the Shares must be proportionately distributed to the
Subscribers without prejudice to the provisions of the provisions of Section 2(C). Allocation shall be to the
nearest complete share provided that none of the shareholders, as a result of the allocation, be deprived of
participating in the Company irrespective of the number of shares subscribed for. Allocation must be made
in compliance with the Companies Law and its amendments.
4.
20 October 2014
(b)
4 November 2014
(c)
11 November 2014
(d)
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11 November 2014
5.
(e)
13 November 2014
(f)
Date of Listing
29 November 2014
The original and a copy of a valid passport copy or Emirates ID; and
2.
The duly notarized power of attorney held by that signatory or a certified copy by one of the
following UAE regulated persons / bodies: a notary public or as otherwise duly regulated in
the country;
b.
The original passport of the signatory for verification of their signature and a copy of the
original passport; and
c.
2.
2.
The duly notarized power of attorney held by that signatory or a certified copy by one of the
following UAE regulated persons / bodies: a notary public or as otherwise duly regulated in
the country;
b)
The original passport of the signatory for verification of their signature and a copy of the
original passport; and
c)
The original and a copy of a trade license or commercial registration for verification or a certified copy
by one of the following UAE regulated persons / bodies: a notary public or as otherwise duly regulated
in the country;
2.
The original and a copy of the document that authorize the signatory to sign on behalf of the subscriber
and to represent the Subscriber, to submit the application, and to accept the terms and conditions
stipulated in the prospectus and in the subscription form; and
3.
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Individuals who are citizens of the UAE, GCC or any other country (with the exception of US
Persons within the meaning under the Securities Act of 1933, as amended). Minors are permitted
to subscribe in accordance with the procedures applied by the Receiving Banks and the laws in
force in this regard;
Sole proprietorships and companies owned by citizens of the UAE, the GCC, or any other country
regardless of the nationality of these entities, with the exception of US Persons (within the meaning
under the Securities Act of 1933, as amended); and
Public bodies and authorities of the Federal government of the UAE or any one of the Emirates
or any country within the GCC or any other country; according to the terms and conditions set
forth in this Prospectus.
Subscribers must complete the application form, providing all required details. Subscribers who do not
provide the valid NIN and bank account number will not be eligible for investment and will not be allocated
any Offer Shares.
The Founders will notify Subscribers in writing of their Offer Share allocation on the date of allotment. The
notices will be made available through registered mail, and the oversubscription amounts and their returns
will be refunded within 5 working days from the date of closing of the Subscription Period.
Upon listing of the Shares on the DFM the Founders will replace allotment notices and share certificates by
an electronic system as applicable in the DFM. The information contained in this electronic system will be
binding and irrevocable, unless otherwise specified in the applicable rules and procedures governing the
DFM.
Name of the Company: Amanat Holding PJSC (Public Joint Stock Company under incorporation in the
UAE).
2.
Main Objectives of the Company: Incorporate and investing in healthcare and educational enterprises
inside and outside the UAE.
3.
Description of the Company: The Company was incorporated to incorporate and invest in healthcare and
educational companies in the GCC and managing, developing and operating such companies and
enterprises. The Company may participate or have an interest in any manner in other companies, entities or
institutions inside or outside the boundaries of the United Arab Emirates which practice similar activities or
to act as agent for these companies, entities or institutions.
4.
Headquarters and Branches: City of Dubai in the Emirate of Dubai; and the Board of Directors may
establish branches, offices and agencies of the Company in any other location inside the UAE and inside
and outside the GCC.
5.
Duration of the Company and its Financial Year: the duration of the Company shall be 99 years and
the Companys financial year shall start on the 1st of January and ends on the 31st of December of each
year, except for the first financial year which will start on the issuance of the Ministerial Resolution
declaring the incorporation of the Company and end on the 31 st of December of the following year.
6.
Capital
a-
Prior to the offering, the Founders subscribed for 1,125,000,000 shares with a fully paid value of AED
1,125,000,000 in addition to the Offering Costs which were fully paid.
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Founders
AED
millions
250
250
Bahrain
10.00%
125
UAE
5.00%
125
Cayman Islands
5.00%
100
UAE
4.00%
50
UAE
2.00%
40
Cayman Islands
1.6%
30
KSA
1.2%
20
UAE
0.80%
20
KSA
0.80%
20
Spain
0.80%
India
0.40%
10
10
UAE
0.40%
10
KSA
0.40%
10
KSA
0.40%
Bahrain
0.32%
UAE
0.20%
BVI
0.20%
UAE
0.20%
France
0.20%
UAE
0.20%
Canada
0.12%
UAE
0.08%
KSA
0.08%
UAE
0.08%
UAE
0.08%
UAE
0.04%
UAE
0.04%
UAE
0.04%
UAE
0.04%
UAE
Jordan
0.04%
0.04%
UAE
0.04%
UAE
0.04%
Jordan
0.04%
BVI
0.04%
UAE
0.04%
# Name
Total
1,125
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Nationality
Ownership
UAE
10.00%
45.0%
The Founders have subscribed to 1,125,000,000 of the Company's shares, representing 45% of the
Company's capital at a price of one dirham per share, which have been fully paid up, including the applicable
Offering Costs.
8.
Founders committee
The Founders have elected a committee (Founders Committee) to take all necessary steps and actions
on their behalf or on behalf of the Company and to complete all required procedures with respect to the
Offering, including dealing with the relevant authorities.
The Founders Committee is comprised of the following three members:
Mr. Faisal Bin Juma Belhoul Chairman;
Mr. Abu Baker Khouri Member; and
Mr. Khaldoun Haj Hasan Member.
The Founders Committee has already taken certain actions consistent with their rights and obligations
pursuant to applicable law and existing practice in order to, inter alia, incorporate Amanat Holdings and
appoint advisors in connection with the Offering.
9.
Board
The Founders have appointed the first Board, which will comprise the following individuals:
Sheikh/ Abdulla Khalifa Al Khalifa - Non Executive Board Member- Bahrain Ntaional ;
Mr. Abdulmonem Rashed A. AlRashed Non Executive Director of the Board- KSA National
Sheikh/ Zayed Bin Mohamed Bin Butti Al Hamed- Non Executive Independent Board Member- UAE
National;
Mr. Kamal Bahamdan - Non Executive Independent Board Member- KSA National;
Dr. AbdulMajeed Saif Mohamed Ameen Alkhajeh - Non Executive Independent Board Member- UAE
National; and
Mr. Khalfan Bin Juma Belhoul Non Executive Independent Board Member - UAE National;
The Companys Shareholders shall deliberate during the constitutive general assembly to be convened
pursuant to the Offering, on the appointment of the first Board for a term of 3 (three) years.
10.
Dividend policy
Holders of the Shares will be entitled to receive dividends declared in respect of the first financial year, if any,
and subsequent financial years, if any.
The Company intends to declare and distribute annual dividends with a view to maximizing shareholder value
commensurate with the ongoing working capital, capital expenditure and funding requirements of the
Company.
Subject to the Articles and applicable laws, any decision to pay dividends to shareholders and the amount of
such dividends will be upon the recommendation of the Board. The amount of any dividends may vary from
year to year.
- 17 -
11.
Demand for healthcare services in the GCC is projected to steadily increase driven by demographic growth,
a gradually aging population, robust macroeconomic conditions, increased prevalence of chronic / lifestyle
diseases, and the gradual introduction of mandatory insurance in some countries (e.g. UAE Dubai). As a
result, healthcare spending in the GCC is expected to increase from USD 47 billion in 2011 to USD 86 billion
by 2017, growing at a compound annual growth rate (CAGR) of 10.7% over the stated period (Source: World
Health Organization WHO, Economist Intelligence Unit Healthcare Reports EIU, Business Monitor International
Healthcare Reports BMI). Whilst GCC governments play a large role in the provisioning of care, the private
sector is expected to outgrow the overall market due to a combination of favorable regulations, large capacity
gaps, and the need for better quality of care, service, and access.
Similarly, demand for education in the GCC is projected to grow driven by a growing and disproportionately
younger population, an increasingly knowledge based economy by virtue of diversification efforts as well as
job creation initiatives by GCC policy makers requiring greater investment in higher education programs.
Such growth drivers are expected to boost student enrollment figures in the GCC from 9.3 million in 2012
to 13.9 million by 2020, growing at a CAGR of 5.2% over the stated period. Within Education, the private
sector is outpacing the overall market growth, as student enrollments are expected to grow at a CAGR of
10.5% over the period 2012 to 2020 driven by a flight to higher-quality programs and an increased government
support of private sector involvement through easing regulations (Source: GCC Countries Ministries of Education
MoE and Ministries of Higher Education MoHE).
ii.
The Healthcare and Education Sectors share significant similarities between them that make them attractive
Sectors:
Non-cyclical Sectors:
Given that both Sectors provide a basic need, they are typically less exposed to economic cycle
fluctuations (e.g. downturn).
Undersupplied Sectors:
Both Sectors exhibit a gap in capacity and quality of service provisioning.
In the Healthcare Sector, capacity gaps are exhibited by low current hospital bed capacity compared
to mature markets (1.3 beds 2.6 beds/1,000 capita across the GCC, vs. 4.8 in OECD countries in
2011 Source: Organization for Economic Co-operation and Development OECD, WHO) and government
targets to increase bed capacity (example provided for KSA in Investment Opportunities in the GCC
Healthcare Sector). In terms of quality gaps, this is demonstrated by a combination of healthcare
system indicators including shorter life expectancy (e.g. 76 years in the UAE and KSA vs. 79 US, 80
UK, 82 France in 2011 Source: WHO), higher rate of non-communicable diseases (340-550 deaths
from such diseases per 100,000 female population across the GCC, vs. 326 US, 309 UK and 225
France in 2011 Source: WHO), and a significant proportion of the population seeking healthcare
treatment abroad (e.g. UAE healthcare treatment abroad is estimated at USD 2 billion annually,
which is almost 20% of the total UAE healthcare spending in 2011 Source: EIU).
In the Education Sector, the gap is more around quality as GCC countries significantly lag behind
more mature education markets in performance on international student assessments, reflecting the
- 18 -
lower quality of education (e.g. TIMSS 1 average country Grade 8 Mathematics Achievement score
of 366-456 across GCC vs. 507 in UK, 509 USA, and 611 Singapore in 2012 Source: TIMSS).
iii. Similar Value Creation Opportunities / Strategies
Driven by strong growth, projected supply-demand gaps, and a value proposition focused on
quality, both Sectors have relatively similar value creation opportunities. To capture these
opportunities the Company will follow a similar approach of introducing operational
improvements to enhance the quality and increase the volume of existing services, then broaden
the service offering through capacity and service offering expansion, before seeking external
opportunities such as consolidation through mergers and acquisitions.
iv. Opportunities in the GCC Healthcare Sector
Amanat Holdings has prioritized the UAE and KSA healthcare markets to develop and operate companies
that deliver healthcare services to patients (Provider Subsector) given the subsectors relatively large
market sizes, existing and future supply / demand gaps, regulations favorable to private sector participation
and abundance of opportunities to incubate and develop.
While healthcare markets across the GCC are expected to grow, the UAE and KSA are expected to remain
the largest markets in the region (~80% of GCC healthcare spend), making them initial focus markets among
GCC countries (Exhibit 2.1.1).
Exhibit 2.1.1: GCC Healthcare Spend by Country (USD Bn (%), 2011-2017F)
population growth driven by high birth rate and economic growth leading to
immigration;
high prevalence of chronic diseases; and
roll-out of mandatory healthcare insurance across the UAE.
In addition, given 1.9 beds per 1,000 capita in 2011, far below that of the OECD average of 4.8 beds per
1,000 capita the market is under-supplied when viewed in context of expected growth discussed above.
The KSA Provider Subsector is projected to grow from USD 24.8 billion in 2011 to USD 44.6 billion by
2017, representing a CAGR of 10.4%.
-
population growth driven by high birth rate; gradual ageing of the population and
economic growth leading to immigration;
1TIMSS:
Trends in International Mathematics and Science Study measures trends in mathematics and science achievement at the fourth
and eighth grades.
- 19 -
However, given 2.1 beds per 1,000 capita in 2012, far below that of OECD average of 4.8 beds
per 1,000 capita the market is under-supplied when viewed in context of expected growth
discussed above. The MoH is targeting ratio of 3.5 beds per 1,000 capital by 2020 of which the
MoH will add bed capacity of 35,000 to achieve a ratio of 2.5 beds per 1,000 leaving the balance
as market opportunity for the private sector to address (Source: KSA MoH, WHO, OECD).
v.
The Company has initially prioritized the UAE and KSA to develop and operate companies that deliver
education programs to students (Education Delivery Subsector) in K-12 and Higher Education segments
given strong growth drivers, large student age population and number of opportunities to incubate and
develop.
While K-12 and higher education enrollments are expected to grow across the GCC, the UAE and the KSA
represent initial focus markets given their combined size (comprise greater than 80% of the market in each
of K-12 and higher education) and strong expected growth outlook (Exhibit 2.1.2).
Exhibit 2.1.2: Student Enrollments across GCC K-12 and Higher Education Markets
the market as a whole, with a forecasted growth rate of 9.8% over the same period (Source: UAE MoHE,
UAE Centre for Higher Education Data and Statistics, UAE National Bureau of Statistics).
The KSA Higher Education market is expected to grow from 1.1 million student enrollments in 2012 to
3.4 million in 2020, at a CAGR of 14.9% over the period. The private sector is expected to grow at a rate
faster than for the total market as a whole, with a forecasted growth rate of 31.5% over the same period
(Source: MoHE).
-
12.
population growth driven by high birth rate and economic growth leading to immigration;
and
access to accredited universities providing students local alternatives to study abroad
alternatives.
Amanat Holdings vision is to be the partner of choice for (i) public-private-partnerships targeting increased
access to and improved quality of healthcare and education services;(ii) companies in the healthcare and
education markets in the GCC seeking both capital and expertise to realize their full potential as well as (iii)
investors who wish to seek efficient exposure to the Sectors. (see Value Creation below).
viii.
Strategy
To emerge as a healthcare and education development and management company, the Company will
employ the following approach:
Platform Companies: Partner with established, growing and cash-flow positive companies that when
coupled with the expertise of and capital from Amanat will emerge as industry leading competitors.
Platform Companies represent the core of the Companys corporate strategy and will thus account for
approximately 70% of the Companys Capital Expenditure Program. The Company expects investing
the capital reserved for the Platform Companies within a period of two years. In the event of lack of
feasible opportunities to venture with already established companies within this period, the Company
will establish new enterprises in the healthcare and education sectors in the GCC which will aim to
provide services that will participate in filling the gaps in both the capacity and the quality.
Social Infrastructure Projects: Develop and fund ongoing expansion projects of Platform Companies
including public private partnerships, subject to market-based long-term leases (whereby the Company
secures real estate concessions and the Platform Companies undertake their operations). Social
Infrastructure Projects will account for approximately 25% of the Companys Capital Expenditure
Program. The Company expects investing the capital reserved for the Social Infrastructure Projects
within a period of three years. In the event of lack of feasible opportunities within this period, the
Company will use the funds that were expected to be used in establishing new enterprises similar to
the Platform Companies or Corporate Ventures or expanding the existing enterprises at that time in
the healthcare and education sectors in the GCC.
Corporate Ventures: Conceptualize, develop and establish partnerships based on proven business
models and IP to address quality or supply gaps in the Sectors. The technical, operational or
management know-how will be obtained through partnerships with leading international providers
whose business models are transferrable to the GCC. Where possible, Corporate Ventures will be
integrated into Platform Companies to reduce execution risk as well as capital requirements. By nature
of such companies being asset light, the Company will allocate approximately 5% of its Capital
- 21 -
Expenditure Program. The Company expects investing the capital reserved for the Corporate Ventures
within a period of two years.
The Company may not enter into transactions with related parties that equals or exceed in value (10%)
of the total asset value of the Company as stated in the last interim or yearly financial results except
following the approval of the Board and the Shareholders General Assembly. The related party may
not vote on the subject either in the Board or the Shareholders General Assembly. Further, the
Company may not enter into transactions, acquisitions, partnership in existing companies, purchase of
assets or providing capital for existing companies with third parties (not related parties)if such
transactions equals or exceeds in value (25%) of the capital of the Company, except after undertaking
a fair valuation on all such transaction and with the collaboration of the SCA. The Companys
management confirms its compliance with legislations requirements and current and future guidelines
of the SCA and any other competent authority in this respect.
Where possible, Platform Companies, Social Infrastructure Projects, and Corporate Ventures will be
integrated to derive maximum value and create a compelling source of accelerated development and
competitive differentiation. See below (Exhibit 2.1.3).
Exhibit 2.1.3: Integration Across Business Areas
- 22 -
ix.
As a consequence of the Companys strategy, a further value creation opportunity exists through the
integration of Subsidiaries where possible. While each subsidiary will pursue its corporate strategy
independently, the Company will oversee the overall integration of Platform Companies with Corporate
Ventures and Social Infrastructure Projects to drive further growth and synergies in the Group.
The Company will launch Corporate Ventures to address identified quality or supply gaps while ensuring
that the business case on a standalone basis is profitable. Additionally, Amanat Holdings will seek to link
the Corporate Venture to the Platform Company deriving two way synergies: for the Corporate Venture,
access to the Platform Company limits the downside risk by sharing resources, industry contacts, and serving
as a launching pad, while for the Platform Company, access to the venture service offering will either drive
volume growth through referrals or improve margins by increasing scalability and pooling staff costs.
Similarly, Social Infrastructure Projects will unlock value and benefit both the Platform Company and the
Social Infrastructure investment. For the Social Infrastructure Projects, access to the Platform Company
will provide a captive company with low payment risk and a steady pipeline of expansion projects, whereas
for the Platform Company, offloading non-core real estate assets will free-up capital and enable it to direct
resources to core operations. Moreover, splitting the real estates recurring long-term revenue stream from
remaining operations will decrease the cost of borrowing, unlocking additional value for the Company.
The below section (Operational Framework) highlights the relationship between the Group and each
of the subsidiaries.
x.
Operational Framework:
The responsibility of the Group management team, in addition to statutory requirements and board
directives, is as follows:
Develop and implement a board approved strategy for the Group overall
Partnership with GCC based companies in need of expansion capital and knowledge based resources in
order to accelerate growth, deliver access and quality services and ensure sustainable differentiation
Development of real estate projects such as hospitals, clinics, education facilities and related infrastructure
for the benefit of Platform Companies
Public private partnerships on a turn-key basis from development of real estate assets to operations and
management
- 23 -
Joint ventures or alliances with international corporate who bring know-how to solve either capacity or
quality gap at the local level
Develop and implement a board approved strategy for each group company
Ensure quality of earnings and achieve financial and operational targets as set forth in annual budget of
the Group
Proactive implementation of solutions to challenges and opportunities created by market, regulatory and
competitive forces
Risk management
Social responsibility
Each initiative of the Group will be executed and managed as follows:
Each initiative be it a greenfield set up of a healthcare or education facility or a partnership with an
existing company through provision of capital and knowledge resources is operated through a subsidiary
The subsidiary operating team will be overseen by the Groups management team
Integrated in a structured way via committees and where necessary directly with the operating team of
each subsidiary (see below organogram of the a typical healthcare operator, K-12 operator and a high
education operator)
Certain functions consolidated at the Group level
IR, Legal, Strategy, and Property Development
Need for full-time resources at the subsidiary level is of limited utility
Ensure best practices, up-to-date knowledge and insight, quality of resources and execution excellence
Competitive advantage via economies of scale, knowledge and cross fertilization of ideas
In order for the management of the Group to deliver at the Group level, it has to be able to do so at the
subsidiary level.
Accordingly, the Groups management has the authority and responsibility to drive proactively the
performance of each subsidiary
The Groups management and the operating team of the subsidiary will manage key day to day matters
impacting governance, strategy and finance
Delivery of corporate strategy
Annual financial and operating budget
Risk management
13.
i.
Strengths
ii.
Experienced and well-integrated team with deep sector knowledge and expertise, particularly with listed
companies
Large direct and indirect network of contacts to source proprietary partnering opportunities
Value creation strategy relevant to address challenges and opportunities in the Sectors
Permanent capital facilitates operations for the long-term with no pressure for immediate gains to facilitate
investment exit
Public listing providing liquidity to shareholders
Weaknesses
Significant liquidity will require steady deployment to ensure return on equity is not compromised.
iii. Opportunities
High growth sectors with continued fragmentation in terms of service providers in healthcare and
education
Shift in government sentiment focusing on greater inclusion of private sector to bridge the gap in
healthcare provisioning and education delivery
iv. Threats
Though the sectors are not cyclical, a drop in GCC economic growth could constrain growth
GCC is dependent on imported manpower and as such faces challenges in recruitment and retention
Rapid technological advancements require companies to adapt to stay relevant
Sectors are regulated and any tightening could lead to operational and financial performance challenges
The Sectors remain attractive and though the barriers to entry are high, competition is likely to remain
robust
No Track Record
Due to the start-up nature of the Company it does not yet have an established track record. Its prospects and
the projections included in this document should be considered in the light of the risks associated with
companies in general in their early stages of growth. Accordingly, any investment in the Company carries with
it the usual risks associated with investing in the early stages of development of a new business. The Company's
planned growth will place additional demand on its management, administrative and technological resources.
If the Company is unable to manage its growth effectively, it could adversely affect its business, financial
condition, results of operations or prospects.
ii.
- 25 -
iii. The Companys actual operating results and other events may differ significantly from the projections included
in the Prospectus
The Prospectus includes a number of projections regarding the future performance of the Company, including
the following disclosures contained in the section Third: Financial Information About Amanat
Holdings.
The projections contained in this document are based upon a number of material assumptions and estimates
that, while presented with numerical specificity, are inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are beyond the Companys control and are based
upon specific assumptions with respect to future business decisions, some of which will change.
Projections are necessarily speculative in nature, and it can be expected that some or all of the assumptions and
estimates relating to the projections included in the document will not materialize or will vary significantly from
actual results. Accordingly, the projections are only an estimate of what the Company believes is realizable as
of the date of release. Actual results will vary from the projections and the variations may be material.
Subscribers should also recognize that the reliability of any forecasted financial data diminishes the farther in
the future that the data is projected. In light of the foregoing, investors are urged not to rely upon, or otherwise
consider, the Companys projections in making investment decisions in respect of the Companys.
Any failure to successfully implement the Companys corporate strategy, the failure of some or all of the
assumptions and estimates relating to the projections or the occurrence of any of the adverse events or
circumstances described in the Risk Factors section of this document could result in the Companys actual
operating results and other events being different from the projections, and such differences may be adverse
and material.
(b) Risks Common to Healthcare and Education Industries
i.
The performance of the future Subsidiaries of the Company will depend on the ability of the Company and
its future subsidiaries to recruit and retain high quality skilled professionals
Companies in the Sectors depend on the number, efforts, ability and experience of skilled professionals. The
process of hiring staff with the combination of skills and attributes required to implement the business
strategies of the Company and its future Subsidiaries can be difficult and time-consuming. Operators face
competition in attracting and retaining staff who possess the necessary experience and accreditati on. If the
future Subsidiaries of the Company experience loss of a significant number of professionals or are unable to
attract or retain sufficient number of required skilled professionals, then such events could have a material
adverse effect on their business, financial condition, results of operations or prospects.
ii.
Changes in laws and regulations may materially adversely affect the Company and the future Subsidiaries of
the Company
The Sectors are subject to laws, rules and regulations. These regulations include licensing and accreditations,
and various federal and local environmental, health and safety laws and regulations. Regulations constantly
evolve, and the Company is unable to predict the future course of regulations.
Operators in the Sectors are subject to extensive licensing requirements and to regular reviews by licensing
authorities. If any licensing requirements are not met, the authorities may suspend or revoke licenses or impose
other restrictions on operators. In addition, these licensing requirements are complex, which gives rise to
compliance risks, and unpredictable what new licensing requirements, if any, will be implemented or the effect
such licensing requirements may have on operators. To maintain their accreditations and permits, operators
must meet standards related to, among other things, performance, governance, institutional integrity, quality,
staff, administrative capability, resources and financial stability.
iii. Future Subsidiaries of the Company face competition from other operators, which may result in a decline in
their revenues, profitability and market share
The Sectors are competitive given the large number of operators, fragmentation notwithstanding. Competition
is principally on the basis of reputation, value proposition and customer care. Customers are free to choose
any operator for their needs and in certain situations and countries, regulators have or are beginning to rate
operators on the basis of quality. This transparency along with market forces dictate that operators need to
think about positioning and value proposition ahead of profit maximization in the short-term to remain
- 26 -
competitively viable. Operators also face competition from other operators in their catchment locations and
sometimes nationally and internationally. Some of these existing and potential competitors may be able to
devote greater resources than companies we partner with can to the development and construction of facilities
offering quality services and respond more quickly to changes in demands, standards, market needs or new
technologies. If operators are unable to differentiate their value proposition from those of their competitors
and successfully market their services, they could face competitive pressures that reduce volume, put pricing
pressure or increase spending to attract and retain volume. Any of these events, should they happen to future
Subsidiaries of the Company could have a material adverse effect on their business, financial condition,
prospects and results of operations.
iv. Operators in the Sectors are highly dependent on information systems and any failure to update or upgrade
these systems in a timely manner could be damaging to the future Subsidiaries of the Company
Information systems are essential to a number of critical areas of business operations. Any system failure that
causes an interruption in service or availability could materially adversely affect operations. Computer servers
are potentially vulnerable to computer viruses, break-ins and similar disruptions from unauthorized tampering.
The occurrence of any of these events could result in interruptions, delays, the loss or corruption of data, or
unavailability of systems, and may result in liability as a result of any theft or misuse of personal information
stored. Any of these events, should they happen to future Subsidiaries of the Company could have a material
adverse effect on their business, financial condition, prospects and results of operations.
(g) Risks Relating to the Healthcare Industry
i.
Ensuring strong prospects for growth and enhancement of reputation are a function of continual upgrade of
healthcare delivery facilities with the most recent technological advances in information technology, diagnostic
and surgical equipment
Technological advances in the medical field continue to evolve rapidly. In order to compete with other
healthcare providers for doctors and patients, future Subsidiaries of the Company must continually assess
their equipment needs and upgrade equipment as a result of technological improvements. Such equipment
costs represent significant capital expenditure. Rapid technological advances could also, at times, lead to
earlier-than-planned redundancy of equipment and result in asset impairment charges. Inability of the future
Subsidiaries of the Company to invest appropriately could have a material adverse effect on their business,
financial condition, prospects and results of operations.
ii.
Revenues for healthcare operators may come from a relatively small number of payors
Operators generally negotiate on an annual basis with insurance companies, corporate clients and/or
governments regarding the fees or pricing arrangements to be paid to them for services provided.
Operators may face downward pressure on some of the payment rates from these payors in face of
increased competition and/or bargaining power. Operators may also be unable to effectively pass on
any increases in their cost base to the tariffs paid. Future success of operators depends, in part, on
their ability to maintain good relationships with payors. Operators are also exposed to the risk that
payors reject, delay or fail to make payment for claims submitted for medical services rendered to
patients claiming coverage under such schemes. Inability of the future Subsidiaries of the Company to
address the issues noted, could have a material adverse effect on their business, financial condition,
results of operations or prospects.
iii. Quality of services provided by healthcare operators is essential to preservation of brand or reputation
Patients tend to select their healthcare providers based upon brand recognition and reputation thus providing
high quality healthcare (e.g. medical care, facilities and related services) is essential. If companies are unable
to provide high quality services to patients, fail to maintain a high level of patient satisfaction or experience
a high rate of mortality or medical malpractice suits, their brand or reputation could be damaged. Any
significant damage to reputation and/or brand value of future subsidiaries of the Company caused by any of
the foregoing factors could have a material adverse effect on their business, financial condition, results of
operations or prospects.
- 27 -
iv. Economic and seasonal variations and challenges that affect the GCC healthcare industry affect healthcare
operators
Healthcare operators are impacted by economic and seasonal variations in patient volumes caused by a
number of external factors. In particular, patient volumes and revenue are affected by the summe r holidays,
which fall in the second half of the year, and the month of Ramadan, which in recent years has also fallen
within the second half of the year. During these holiday periods, people are less likely to seek medical
treatment except when necessary. In addition, a large number of staff has historically taken holidays during
these periods, which reduces the number of patients receiving treatment. Healthcare operators may also be
affected from time to time by the general economic environment, as people are less likely to seek medical
treatment in more difficult economic environments, particularly for procedures that are not covered by
insurance.
Inability of the future Subsidiaries of the Company to mitigate these challenges effectively could have a
material adverse effect on their business, financial condition, results of operations or prospects.
v.
Because of the risks typically associated with the operation of medical care facilities, patients may contract
serious communicable infections or diseases
Healthcare providers treat patients with a variety of infectious diseases. Previously healthy or uninfected people
may contract serious communicable diseases in connection with their stay or visit at healthcare facilities of
companies we invest in. This could result in significant claims for damages against operators and, as a result of
reports and press coverage, to loss of reputation. Furthermore, these infections could also affect employees of
such healthcare providers and thus significantly reduce the treatment and care capacity in the short-, mediumand long-term. In addition to claims for damages, any of these events may lead directly to limitations on the
activities as a result of quarantines, closing of parts of the hospitals at times for sterilization, regulatory
restrictions on, or the withdrawal of, permits and authorizations, and it may indirectly result, through a loss of
reputation, in reduced capacity utilization. Any of these factors could have a material adverse effect on future
Subsidiaries of the Company in terms of their business, financial condition, results of operations and prospects.
vi. Given the climate of the GCC, cooling systems are essential to continuous operations of healthcare facilities
The GCC is in a climate zone that has relatively high temperatures during approximately three-quarters of the
year, requiring cooling systems to operate continuously during these periods. Health services are particularly
dependent on the proper operation of cooling systems in hot climate zones because patients are, in general,
particularly vulnerable to extreme weather conditions such as high temperatures. The failure of cooling systems
during hot days could lead to discomfort in patients and medical staff, a disruption in operations and, in some
cases, to dehydration or heatstroke which would have a disproportionately negative effect on the infirm.
Moreover, if facilities of the future Subsidiaries of the Company were affected uniquely by failures in the cooling
systems, this could have a detrimental impact on their reputation. Any such failures could have a material
adverse effect on their business, financial condition, results of operations and prospects.
vii. Healthcare operators are dependent on third-party suppliers and sub-contractors
Healthcare operators source the majority of medical supplies, pharmaceuticals and equipment from agents
acting as the exclusive distributors for third-party suppliers and also outsource various activities, to subcontractors. Operators may not be unable to rely on these third-party suppliers and sub-contractors, either due
to an adverse change in relationships with them; increases in the cost of their goods and services that they are
unable to pass through to their patients or their payors; or inability to provide requisite quantity and quality of
supplies or services in a timely manner. Inability of the future Subsidiaries of the Company to mitigate such
events could have a materially adverse effect on their business, financial condition, and results of operations or
prospects.
(d) Risks Relating to the Education Industry
i.
Quality of services provided by the education facilities is essential to preservation of brand or reputation
Parents/students tend to select education providers based upon brand recognition and reputation thus
providing high quality education is essential. If companies are unable to provide high quality services to their
pupils/students and fail to maintain a high level of satisfaction, their brand or reputation could be damaged.
Any significant damage to reputation and/or brand value of future Subsidiaries of the Company caused by
any of the foregoing factors could have a material adverse effect on their ability to attract new and repeat
- 28 -
pupils/students and, as a result, adversely affect their business, financial condition, results of operations or
prospects.
ii.
Ability to enroll new students and re-enroll existing students is essential to ensure profitability
Increasing enrollments and utilization rates in the Group education facilities are critical to the financial
performance of education companies. If recruitment efforts fail to increase enrollment or replace departing
students, financial performance may suffer and as a result, adversely affect business, financial condition, results
of operations or prospects of the future Subsidiaries of the Company.
iii. Ability to maintain or increase the tuition fees is essential to ensure profitability
Tuition fees are regulated. Typically operators have to justify tuition fee changes in order to secure approval
from the regulating government body before implementation. Approval is at the full discretion of the regulator
or subject to quality ratings and the outcome could be that operators are unable to increase prices or can but
less than increases in cost. In addition, operators face competition which may either require discounts,
additional services at no cost or discounts, no increases or increases less than increases in costs. Inability of
future Subsidiaries of the Company to mitigate the events noted could adversely affect their business, financial
condition, results of operations or prospects.
iv. Any change in the timing of tuition fee payments could create cash flow issues
Education operators typically collect most of their tuition fees before the beginning of the first term or semester
of the academic year and the remainder before the beginning of the second term or semester of the academic
year. If new regulations or changing market conditions require education operators to collect fees more evenly
over the course of the academic year, cash flow may be negatively affected and create need for additional
working capital or third-party funding to finance operations. If future Subsidiaries of the Company are faced
with such a situation and are not able to address the funding requirement, then their business, financial
condition, results of operations or prospects maybe adversely affected.
v.
Growth and expansion may be restricted by lack of ability to access land and/or suitable buildings
In order to secure growth and expansion as well as smooth day-to-day operation, educational facilities require,
amongst other things, access to real estate such as plots of land or leased space in building facilities, preferably
long term agreements to secure the use of the premises. Securing such premises is a function of permits from
local authorities, availability and suitability of locations/buildings and commercially and economically viable
terms and conditions. If future Subsidiaries of the Company are not able to secure suitable real estate or
buildings to grow and expand their operations then their business, financial condition, results of operations or
prospects maybe adversely affected.
(e) Risks Related to Corporate Transactions
i.
Risks related to business development through partnerships, acquisitions, joint ventures, greenfield
developments, alliances, start-ups or investments (Corporate Transactions) may adversely affect the
Company or result in its inability to timely invest / monetize its assets
The Companys business strategy is dependent on its ability to identify suitable Corporate Transactions in a
timely manner in order to deploy proceeds of the IPO. The Company cannot assure investors that it will be
able to identify suitable Corporate Transactions on the timescale envisaged, or that they generate positive
returns for Shareholders. In addition, Corporate Transactions may result in future liabilities and/or obligations..
Such liabilities and/or obligations may lead to repayment of damages (including but not limited to litigation
costs) or unwinding of contracts. In certain circumstances, it is possible that representations and warranties
incorrectly given could give rise to the payment of damages or unwinding of contracts.
Certain obligations and liabilities associated with Corporate Transactions can also continue to exist
notwithstanding any acquisition or disposal, such as certain environmental liabilities. Any claims, litigation or
continuing obligations in connection with the disposal of any assets may subject the Company or the future
Subsidiaries of the Company to unanticipated costs and may require such companies to devote considerable
time to dealing with them.
Prior to entering into Corporate Transactions, the Company may perform due diligence on the proposed
Corporate Transactions and underlying assets. Such due diligence may rely in part on third parties to conduct
- 29 -
a significant portion of this due diligence (including providing legal reports). There can be no assurance,
however, that any due diligence examinations carried out by third parties in connection with any Corporate
Transactions will reveal all of the risks, or the full extent of such risks. Corporate Transactions and companies
underlying such transactions may be subject to hidden material issues that were not apparent at the time of the
executing such transactions.
As a result, any of the above may have a material adverse effect on the financial condition, business, prospects
and results of operations of companies in the business development industry.
(f) Risk Factors Relating to the Shares and the Offering
i.
After the Offering, certain Founders will continue to be able to exercise significant influence over us, our
management and our operations
As at the date of this document and immediately after the Offering, some of the Founders will together hold
45% of issued share capital. Consequently, these Founders, to the extent they elect to act together, will be able
to exercise control over our Management and operations and over our General Assembly Meetings, such as in
relation to the payment of dividends and the appointment of the majority of the Directors to the Board. There
can be no assurance that the interests of the Founders will coincide with the interests of purchasers of the
Shares.
ii.
The market price of the Shares may fluctuate widely in response to different factors and the Companys share
price may suffer volatility
Subscribers to the Offering may not be able to sell their Shares at or above the Offer Price due to a number of
factors, as the market price for the Companys Shares after the Offering may be significantly affected by factors
such as variations in the Companys results of operations, market conditions, or changes in government
regulations. Market fluctuations, as well as economic conditions, may adversely affect the market price of the
Shares. The fluctuations, e.g. leading to the Share price fall, may particularly result from any future sales of the
Shares by a significant investor in the public market.
- 30 -
(g) Risk Factors Relating to the Economy and Political Climate of the GCC
i.
ii.
The GCC regional economies are heavily reliant on oil and accordingly, the future oil price scenario will
determine to a large extent the economic conditions in the region
The GCC regional economies are heavily reliant on oil and accordingly, the future oil price scenario will
determine to a large extent the economic conditions in the region. While oil prices are currently at historic highs
and GCC economies have witnessed rapid growth on the back of high oil prices, any downturn in oil prices
may have a dampening effect on regional growth and thereby on the growth of business. As Amanat Holdings
business emanates in part from the oil & gas and the infrastructure sector, such a fall in oil prices may impact
Amanat Holdings business and growth.
iii. The operations and earnings of Amanat Holdings suppliers may in the future be affected in varying degrees by
political instability and by other political or international developments and laws and regulations, such as forced
divestiture of assets, sanctions, imports and exports; military or other international conflicts; civil unrest and
local security concerns that threaten the safe operation of the Company facilities; price controls, expropriation
of property, or revision or cancellation of contract rights
Since late 2010, there have been significant civil disturbances and political turmoil affecting several countries in
the GCC, wider MENA region, or north Africa, which to date have led to the collapse of the political regimes
of Tunisia, Egypt and Libya. Syria is currently experiencing significant nationwide violence, and there are ongoing protests in other countries in the MENA region and north Africa, including strikes, demonstrations,
marches and rallies.
Such continuing instability and unrest in the MENA region and north Africa may significantly impact the
economies in which we do business, including both the financial markets and the real economy. Such impacts
could occur through a lower flow of foreign direct investment into the region, capital outflows or increased
volatility in the global and regional financial markets. Although the UAE has not been directly impacted by the
unrest in the broader region to date, it is unclear what impact this unrest may have on the UAE or any of the
countries in which we do business in the future.
- 31 -
iv. Our business may be materially adversely affected if the US/AED-pegged exchange rate were to be removed
or adjusted
Although the US/AED exchange rate is currently pegged, it may not be so in the future. The existing fixed
rate may be adjusted in a manner that has a material adverse effect on our business operations.
(h) Risks Relating To Regulation and Taxation
Any change in the current Companies Law or any other relevant law governing the operations of the Company
may have an impact on the structure of Amanat Holdings. the Company is unable to forecast what these
changes will be and how they will impact its operations.
v.
Changes in tax laws could materially adversely affect our business, financial condition and results of operations
Under current UAE legal framework, no income taxes will be levied on Amanat Holdings operations. Amanat
Holdings profits arising from its operations in the UAE might be affected should the tax laws of the UAE
change. Subscribers should note, however, that any future operations of Amanat Holdings outside the UAE
may be subject to taxes. Any changes in tax laws or regulation affecting the Company or the unexpected
imposition of tax on its investments could adversely affect its performance.
vi. There can be no assurance the Companys incorporation process will be successful
Following the Offering and the allotment of the Offer Shares, the Founders will proceed with the necessary
steps and requirements for the purpose of completing its incorporation as a PJSC prior to the expected listing
of the Offer Shares on the DFM. Although the Company believes that it meets all pre-requisites for the
completion of such incorporation, there can be no assurance that these pre-requisites will be satisfactory to the
relevant authorities.
15. Reasons for the Offering
The healthcare sector is burdened given the growth in the population, the increase of the number of expats
and the increase in the chronic diseases which participated in creating a gap in the public and private hospitals
capacity. In addition, the regulatory environment and the compulsory insurance that has been adopted in
certain GCC countries have constituted an additional burden on the private hospitals. Similarly in the
education sector, where the growth in the students numbers and the inadequacy of the education levels in
public schools have constituted a growth factor in the private education in the GCC. Furthermore, the
parents readiness to pay the tuitions of the private education, based on their will to provide their children
with the highest levels of education, has burdened the private education sector. Therefore, the founders are
targeting to reduce the charges and share the social responsibility, in addition to positive returns expected
from the venture in those two sectors through the incorporation of the Company and the Offering.
16. Use of Subscription Proceeds
(a) Total sum expected to be derived from the subscription:
AED 2.5 billion of capital will be raised inclusive of investment by Founders.
(b) Main purposes in which subscription proceeds will be used and expected sums of
the use of each purpose:
The Company expects to use the proceeds to fund partnerships with and/or provide expansion capital
to growth companies in the Healthcare and Education Sectors effect investments in entities
operating in education and healthcare sectors in the GCC and for general corporate purposes.
(c) Timetable and order of priorities of use of subscription proceeds:
The Company intends to deploy approximately AED 2.3 billion of the capital raised within 12 months
of the IPO as outlined in section THIRD: FINANCIAL INFORMATION ABOUT
AMANAT HOLDINGS. The balance will be held as cash on hand to support working capital
needs and general corporate purposes.
- 32 -
Pre- IPO
IPO
Type
Value
Share (%)
AED 1,125,000,000
45%
AED 1,375,000,000
55%
AED 2,500,000,000
100%
TOTAL
The Company plans to deploy the majority of the AED 2.3 billion capital within 12 months of the IPO to
limit idle capital. The Companys capital deployment approach is expected to focus on investing in Platform
Companies, Corporate Ventures and Social Infrastructure Projects.
To achieve the target allocation of 70% investment in Portfolio Companies (AED 1.75 billion), the Company
is targeting investment in up to six Platform Companies in healthcare (provider) and education (K-12
education facilities and higher education universities) given the current pipeline and short-listed subsectors
and geographies. The Company expects investing the capital reserved for the Platform Companies within a
period of two years. In the event of lack of feasible opportunities to venture with already established
companies within this period, the Company will establish new enterprises in the healthcare and education
sectors in the GCC which will aim to provide services that will participate in filling the gaps in both the
capacity and the quality.
As part of its Corporate Ventures (5% target allocation or AED 0.125 billion), the Company is targeting
investment in up to six Corporate Ventures in healthcare and education given the current pipeline and shortlisted subsectors and geographies.
Finally, as part of its Social Infrastructure Projects (25% target allocation or AED 0.625 billion) the Company
is targeting investment in up to four Social Infrastructure Projects in healthcare and education given the
current pipeline and short-listed subsectors and geographies.
- 33 -
In the event of lack of feasible opportunities within this period, the Company will use the funds that were
expected to be used in establishing new enterprises similar to the Platform Companies or Corporate Ventures
or expanding the existing enterprises at that time in the healthcare and education sectors in the GCC.
The financial projections reflect the acquisitions planned for by the Company.
2.
The illustrative projected consolidated financial statements below assume the successful implementation of
the Companys strategy to deploy capital as outlined above. See the Risk Factors section: The Companys
actual operating results and other events may differ significantly from the projections included in the
Prospectus. The illustrative projected consolidated financial statements have been compiled in accordance
with the principles of International Financial Reporting Standards (IFRS).
(a) Assumptions underlying the financial projections:
Partner with two universities as Platform Companies and provide them capital to finance the
expansion of operations, purchase of equipment, working capital and for general corporate purposes;
and develop and fund new campuses as Social Infrastructure Projects
Partner with an integrated nursery, primary and secondary school platform and provide them capital to
finance the expansion of operations, purchase of equipment, working capital and for general corporate
purposes; and develop and fund new nurseries and schools as Social Infrastructure Projects
Partner with an integrated healthcare platform and provide them capital to finance the expansion of
operations, purchase of equipment, working capital and for general corporate purposes; and develop
and fund new hospitals and referral primary care clinics as Social Infrastructure Projects
Partner with a specialized, acute care hospital and provide them capital to finance the expansion of
operations, purchase of equipment, working capital and for general corporate purposes; and develop
and fund new hospitals and referral primary care as Social Infrastructure Projects
Partner with a specialized, non-acute care healthcare facility and provide them capital to finance the
expansion of operations, purchase of equipment, working capital and for general corporate purposes;
and develop and fund new facilities as Social Infrastructure Projects
Conceptualize, develop and establish a niche provider of pediatric focused healthcare as a Corporate
Venture
Conceptualize, develop and establish a non-acute, non-secondary healthcare provider as a Corporate
Venture
Conceptualize, develop and establish a specialized, niche primary and secondary education provider as
a Corporate Venture
- 34 -
2,490
2,490
240
380
20
640
90
90
2,600
2,280
5,610
- 35 -
Year 2
540
610
50
60
1,260
4,760
6,020
Year 3
910
640
60
70
1,680
4,780
6,460
Year 4
1,420
700
60
70
2,250
4,680
6,930
Year 5
2,020
760
60
80
2,920
4,580
7,500
290
440
20
750
100
100
2,760
2,410
6,020
320
480
30
830
110
110
2,950
2,570
6,460
340
530
30
900
120
120
3,150
2,760
6,930
360
570
40
970
130
130
3,400
3,000
7,500
- 36 -
Name:
Signature:
Stamp:
- 37 -
Ensuring end-to-end accountability as the same team sources, screens and monitors opportunities
for partnership and/or development
Facilitating value creation as all asset types (i.e. Platform Company, Corporate Venture and Social
Infrastructure Projects) falling under one Sector are ultimately handled by a sector specific industry
focused professional
Promoting further operational expertise in both Sectors
Exhibit 4.1.1: Group Organizational Structure
Chairman
Audit
Committee
Board
Nomination
and
Remuneration
Committee
CEO
Investor
Relations
Director
Notes:
(1)
Legal and
Compliance
Director
Chief
Financial
Officer
Chief
Operating
Officer
Education
Strategy
Healthcare
Strategy
(1)
(1)
Director
Education Strategy Director and Healthcare Strategy Director have reporting lines to the Chief Operating Officer
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Director
Social
Infrastructure
Director
Each of the heads of both the education team and the healthcare team position will report to the Chief Operating
Officer.
2. Corporate Governance
The corporate governance requirements applicable to joint stock companies listed on the DFM are set out
in the Governance Rules and Corporate Discipline Standards issued on 29 October 2009, pursuant to
Ministerial Decree no. 518 ("Governance Rules") and its amendments, including the amendment dated
1/5/2014 by virtue of the Ministerial Resolution No (250) for the year 2014 applicable starting its publication
in the Official Gazette on 15/5/2014K and applies to all companies listed on the DFM. These requirements
include, inter alia:
(a) Entering into related parties transactions: The Company shall not enter into transactions with related
parties owning at least (10%) or more of the Companys assets- as per the Companys last annual or
periodic financial statements, without the approval of the Board of Directors and the General
Assembly. The related party shall not vote on the Board and the General Assemblys resolution with
respect to the concerned transaction.
(b) In the event of any material change to the conditions of the transaction, another approval by the Board
and the General Assembly is required. Such transactions shall be evaluated and their conditions shall
be reviewed by an evaluation firm specialized in transactions field, before being signed. The evaluation
shall be on the Companys expenses.
(c) In the event any related parties transaction has been entered into in violation of the above items (a)
and (b), the liability for damages due to the violation, or if the transaction appeared to be unfair or
involving a conflict of interests and harming the other shareholders interest, therefore the damages
suffered by the Company shall be borne by the relevant director or by the entire Board in the event
the resolution was unanimously voted. However, in the event the Board resolution was voted by the
majority, the opposing directors shall not bear any liability if their opposition was evidenced in the
meetings minutes. Hence, if any director was absent from the meeting which issued the resolution, he
shall remain liable unless he proves that he did not have any knowledge of the resolution or that he
was not able to object despite the fact that he knew about it.
(d) In the event the Company enters into any related parties transaction, each shareholder holding 5% at
least of the shares of the Company, shall have the right to :
i.
Consult and check all documents and deeds pertaining to the transaction and
appoint an independent auditor on its own expenses to review the transaction.
ii.
Apply to the SCA to review the transaction to confirm its compliance with the
procedures s contained in the governance controls.
iii.
File legal proceedings before the competent court against the parties to the
transaction to oblige them to provide all documents and deeds and shall have the
rights to ask questions to the parties of the transaction to get clarifications, and in
the event the transaction proved to be unfair or involving a conflict of interests and
harming the other shareholders interests, the court may void the transaction and
force the related party to pay the Company any profit or benefit achieved , in
addition to the compensation in the event any damage proved to be suffered by the
Company.
(e) In the event any related parties transaction is entered into, the Chairman shall provide the SCA with
the following:
i.
Notice containing the information and data on the related party, the details of the
transaction and the nature and the extent of the related partys interest in the
transaction.
ii.
Written confirmation that the transaction conditions with the related party are fair
and reasonable and in the interest of the Companys shareholders.
(f) Disclosure of the related parties: in the event any related party is contemplating a transaction with the
mother company or any of its subsidiaries or sister companies, and the said transaction amounted to
(10%) or more of the Companys assets value, as per the last annual or periodic financial statements,
the said related party shall immediately disclose the nature of the transaction, its terms, all the material
information on its stake or shareholding in the companies parties to the transaction and the extent of
its interest or benefit, by a written letter to be sent to the Board which immediately disclose to the
exchange.
(g) The details and terms of the transaction mentioned in item (f) above and the conflict of interest of the
related party shall be included in the annual financial statements to be submitted to the General
- 39 -
Assembly and the said information shall be published on the Companys website and the exchanges
website.
(h) In the event the related party breached its disclosure obligation mentioned in item (f) above, the Board
or a shareholder holding 5% or more of the Companys shares may file legal proceedings against the
director or the related party before the competent court requesting the freeze of the transaction subject
of the violation and to requesting the court to force the violating director or related party to pay the
Company any profit or benefit achieved.
(i) the majority of the Board of Directors must be comprised of non-executive directors, and at least one
third of the Board of Directors must be independent in line with the requirements of the Governance
Rules;
(j) the Board of Directors must hold a minimum of 6 (six) meetings each year;
(k) an Audit Committee must be established with at least three Non-Executive Directors, at least two of
whom shall be independent;
(l) a Nomination and Remuneration Committee must be established with at least three Non-Executive
Directors, at least two of whom shall be independent;
(m) the PJSC will be required to submit an annual report to the SCA which will include the PJSCs
compliance with the Governance Rules, any violations which have taken place during the year and the
Board of Director's review of the internal audit system; and
(n) the PJSC will be required to adopt a code of conduct for its Directors and employees.
The management of the PJSC shall rest in a Board of Directors, which shall consist of directors elected by
an Ordinary General Meeting by secret cumulative voting.
The Non-Executive Directors will consist of individuals who have experience in the relevant industries of
the Company and will be concerned with, among other matters, minority shareholders rights and corporate
governance.
Under the Governance Rules, the duties and role of the Board include, among other matters:
(a) the appointment of a senior management team;
(b) the opening of branches and the creation of affiliates;
(c) the setting of corporate policy on investment, finance and personnel;
(d) the approval of major investments, joint ventures, asset sales and major expenditures;
(e) the approval of basic policies and procedures, business plans and annual budgets, expense controls,
approval of limits and delegation of responsibilities;
(f) the monitoring of the Committees and the PJSCs compliance with applicable laws, regulations and
guidelines; and
(g) the setting of performance criteria and the retention, compensation and dismissal of senior
management.
Amanat Holdings operations are ultimately governed by a Board assisted by Board-level and managementlevel committees adhering to the SCA corporate governance standards, as set out under section SECOND:
KEY DETAILS OF AMANAT HOLDINGS.
In line with the above, the Board is comprised of two executive directors (Executive Directors) and five
non-executive directors (Non-Executive Directors) three of whom are independent non-executive
directors (Independent Non-Executive Directors) elected by an Ordinary General Meeting by secret
ballot.
- 40 -
(d) It shall coordinate with the Board, the executive management and the financial manager or the manager
assuming the same duties in the Company in order to duly fulfill its duties. The Committee shall hold
a meeting with the Company's external auditor at least once per annum.
(e) It shall consider any outstanding unconventional issues that are or have to be reflected in these reports
and accounts and shall pay necessary attention to any issues raised by the financial manager of the
Company, the manager assuming the same duties, the compliance officer or the external auditor.
(f) It shall review the Company's financial control, internal control and risk management systems.
(g) It shall discuss the internal control system with Management Team and make sure that it fulfills its
duty to develop an effective internal control system.
- 41 -
(h) It shall consider findings of main investigations into internal control issues to be assigned thereto by
the Board or at the initiative of the Committee upon the approval of the Board.
(i) It shall ensure coordination between internal and external auditors, ensure availability of necessary
resources for internal audit body, review and control the efficiency of this body.
(j) It shall review the Company's financial and accounting policies and procedures.
(k) It shall review the mission and action plan of the external auditor and any material inquiries raised by
the auditor to the management in respect of accounting records, financial accounts or control systems,
respond thereto and approve the same.
(l) It shall make sure that the board of directors responds on a timely basis to inquiries and material issues
raised in the external auditor's mission.
(m) It shall develop rules that enable the employees of the Company to secretly report any potential
violations in financial reports, internal control or other issues and adequate steps to conduct
independent, fair investigations into these violations.
(n) It shall oversee the scope of the Company's compliance with its code of conduct.
(o) It shall ensure application of rules of operation in connection with their duties and powers assigned
thereto by the Board.
(p) It shall make a report to the Board on the issues set in this clause.
(q) It shall consider any other issues as the Board may determine.
The Committee will be comprised of three members.
6.
7. Compliance Officer
In addition, Amanat Holdings shall appoint a compliance officer with responsibility for the assessment of
the Companys and its employees' compliance with applicable laws and regulations.
8. Impact on National Services and New Technology
Amanat Holdings will take part in promoting the advancement of local business environment through
importing new technology, specifically through the creation of Corporate Ventures. While Amanat Holdings
will rely on partnerships with international players to provide the service to the market, Amanat Holdings
- 42 -
will ensure transfer and retention of knowledge in the local venture including business policies, procedures
and key intellectual property.
In Healthcare, Amanat Holdings will focus on launching Corporate Ventures to focus on the delivery of
specialized care that was previously not present in the market. For example, Amanat Holdings is considering
partnering with international renowned providers of developmental pediatrics to launch a Corporate
Venture offering such services in the region. Similarly, in Education, Amanat Holdings Corporate Ventures
will target launching novel services such as E-Learning solutions (e.g. online tutoring) that are not currently
present in the local market.
Amanat Holdings is committed to complying with all the laws and regulations governing the environment.
While the operations of Amanat Holdings are not expected to impact the environment, some of its
Subsidiaries might operate in fields that require complying with environmental rules and standards (e.g.
waste management for hospitals). Accordingly, the Company will ensure adherence to the highest standards
of environmental friendliness of all Subsidiaries by including environmental compliance as a key criteria in
the selection process.
9. Companys Proposed Management Structure
The Management Team possesses requisite experience and expertise - gained through investing in and
transforming companies in various industries, primarily Healthcare and Education - to create sustainably
competitive companies and thus shareholder value. Importantly, the Management Team is well versed in
the social, economic and political fabric of the GCC and has navigated successfully through the economic
cycle over the last decade to emerge as effective shareholders and Board members of companies it has
invested in and guided. Central to this expertise are the following core capabilities:
(a) Successful track-record in developing and growing companies in the Healthcare and Education Sectors.
(b) Effective and efficient manner in which value creation process is driven.
(c) Established presence in the GCC.
Biographies of the Board Directors of the Company
Faisal Bin Juma Belhoul Chairman
Faisal Bin Juma Belhoul is a UAE national and is the founder of Ithmar Capital and served until recently as
a managing partner of Ithmar Capital.
He was also chairman of the Board for a number of business companies and associations, including the
UAE Private Hospitals Council, the UAE Private School Council and the Pharmaceutical and Healthcare
Equipment Business Group of the Dubai Chamber of Commerce and Industry (DCCI).
He is currently a Board member of the DCCI by decree from the Ruler of Dubai as well as being a member
of the Young Presidents Organization (YPO). Faisal also currently serves as chairman of a public joint
stock company in Kuwait and as Board member of one of a joint stock company listed as one of the largest
companies (FTSE 250) on the London Stock Exchange (LSE) in addition to serving as a Board member in
a number of privately held companies in the GCC and internationally. In 2007, Faisal was recognized as
one of the top 100 Executives in the Gulf region. Faisal studied Manufacturing Engineering in Boston
University in US.
Sheikh Abdulla Khalifa Al Khalifa Director of the Board
Sheikh Abdulla Al Khalifa is a Bahraini national. He is the Chief Executive Officer for SIO Assets
Management Company B.S.C. Prior to joining SIO in 2006, he was the Head of Wealth Management at
Standard Chartered Bank for Bahrain. Sheikh Abdulla started his career in 2001 at Arab Banking
Corporation in Bahrain, where he rose to the position of Senior Relationship Manager. He is Chairman of
Seef Properties and Securities and Investment Company known as SICO; and a Board Member of Bank of
Bahrain and Bank of Kuwait and Bahrain Financial Company Holdings and Bahrain International Golf
Course. Sheikh Abdulla Al Khalifa was awarded a Bachelor of Science degree in Business Administration
from the George Washington University, Washington DC, USA. He has also achieved various professional
courses.
- 43 -
- 44 -
Karim is an Egyptian National and served until recently in capacity of Principal of Ithmar Capital.
Karim started his professional career in 2001 with National Telecommunication Corporation, Egypts
largest private IT / Telecommunications company, where he managed the share swap and merger of 18
subsidiaries. He then joined Tejari, one of the Venture Capital arm of Dubai World, where he was
responsible for the investment strategy within the new ventures department, as well as the regional
expansion before joining Ithmar Capital in 2007. He serves on the board of directors of a public company
in the GCC. Karim attained his BA in Finance and Management, and his MBA in Corporate Finance and
International Business from the University of Miami.
Kareem Murad Director
Kareem Murad in the capacity of Director will assist in the execution of the corporate strategy of Amanat
in the Healthcare and Education Sectors.
Kareem is a Jordanian National and served until recently in capacity of Director of Ithmar Capital.
Kareem started his professional career in 2000 as an Assistant Head of Treasury and Investment
Department in Arab Banking Corporation (Jordan) for 4 years. Kareem was a Senior Vice President in the
Research department at SHUAA Capital for 6 years where he was responsible for the logistics and
transportation sector including aviation, logistics services, shipping, port development and infrastructure.
He also served as President in the Research department at SHUAA Capital for an interim period before
joining Ithmar Capital in 2012. Kareem has a Bachelor degree in Business Administration from the
American University of Beirut, and MSc in International Finance and Capital Markets with Honors from
the University of Brighton.
Tharshan Wijeyamohan Director
Tharshan in the capacity of Director will assist in the execution of the corporate strategy of Amanat in the
Healthcare and Education Sectors.
Tharshan is an Australian National and served until recently in the capacity of Director of Ithmar Capital
Tharshan started his career with Morgan Stanley in 2004 as an analyst in investment banking where he
focused almost exclusively on infrastructure and utilities. He worked on a number of transactions ranging
from IPOs, rights offerings to mergers and acquisitions before joining Ithmar Capital in 2008. Tharshan
earned a double Bachelor of Laws and Bachelor of Commerce degree from the University of Sydney with
First Class Honors.
10. Committees Emanating From the Board Competences and Responsibilities of each
Amanat Holdings is committed to implementing the principles of corporate governance and will ensure that
these principles are applied by management.
Board Committees will be established with clear authorities and responsibilities. The Committees
respective authorities shall generally be of a consultative nature, with all recommendations which require
Board approval being submitted through the Chairman for review, decision and ratification. Amanat
Holdings shall have several functional Committees including, inter alia, the Audit and Risk Committee and
Nomination and Remuneration Committee. The full Board will be kept fully informed of all decisions
governing Amanat Holdings overall operations as submitted and recommended by the various Committees.
Audit and Risk Committee: The Audit and Risk Committee shall monitor, on a quarterly basis, the
compliance of Amanat Holdings with the Boards policies and with applicable laws and regulations. This
Committee shall work closely with Amanat Holdings auditors, both internal and external. Amongst its
responsibilities, the Audit and Risk Committee shall approve the yearly audit plan, ensure the adequacy and
effectiveness of the internal control system, review the internal control policies, and assess the findings and
action plans developed by the auditors of Amanat Holdings.
Nomination and Remuneration Committee: This Committee shall deal with all personnel and compensation
policies, organization structure and all other matters relating to management and other employees of the
Company.
An internal control system shall be established to evaluate the means and procedures for risk management
and the implementation of the Corporate Governance Code. Internal control shall be established by the
Board after consulting the executive management.
- 46 -
11.
Legal Matters
The following summary is qualified by the relevant provisions of the Memorandum, the Articles and the
Companies Law.
(a)
Articles
The full text of the Articles is set out at Annexure 1 to this Prospectus.
The Articles describe the rights and obligations associated with the ownership of the Shares in detail.
i.
Capital
Amanat Holdings capital shall be two billion and five hundred million Dirhams (AED 2,500,000,000),
divided into two billion five hundred million shares (2,500,000,000 shares), the nominal value of each share
being one Dirham (AED 1). All the Shares of the Company are cash shares which are fully paid. An amount
of AED 0.02 shall be added to the value of each share as a subscription fee. All the Shares are equal in respect
of all rights.
Voting Rights
Each shareholder shall have the right to attend the General Assembly of the shareholders and shall have
a number of votes equal to the number of his/ her Shares.
Rights Attaching to Shares
Shares are indivisible, but two or more persons may jointly hold one or more Shares, provided they are
represented before the Company by one person only. Joint holders of one Share are responsible jointly for
the obligations arising from such ownership.
Each Share shall give its holder equal rights in Amanat Holdings assets and dividends as well as rights to vote
at the General Assembly of Shareholders on a one-Share-one-vote basis.
Share Register
The share register will be delivered to DFM and listing on the DFM will take place on December 17 2014.
Financial Year
The financial year of Amanat Holdings will start on the 1st of January and end on December 31st of
December of each year. The first financial year of Amanat Holdings will start upon incorporation of the
Company and registration with the commercial register and end on December 31 of the following year.
Dividends
Dividends due on Shares shall be paid to the holder of those shares registered in the Share Register in
accordance with the Companies Law and its amendments and the regulations issued by the SCA in this
respect. Only that shareholder shall have the right to the profits due on those shares whether these profits
represents dividends or entitlement to a part of Amanat Holdings assets.
General Assembly
The Board may convene an Ordinary General Assembly whenever it deems necessary. In any event, the
General Assembly must convene at least once a year upon an invitation by the Board within the four (4)
months following the end of the financial year at the place and the time specified in the invitation to the
meeting.
Meetings of the General Assembly of Amanat Holdings Shareholders may be by way of annual (ordinary) or
extraordinary meetings. An Annual General Assembly is held at least once a year, within four months of the
- 47 -
end of the financial year. The Annual General Assembly shall consider matters including Directors and
Auditors reports, the balance sheet and the profit and loss accounts, the amount of dividends to be
distributed, the election of Directors and/or auditors and the remuneration and dismissal of Directors and
auditors.
Extraordinary General Assembly
Extraordinary General Assemblies are convened to discuss and approve matters other than those considered
in Annual General Assemblies, including: (i) amendment of the Memorandum or the Articles; (ii) increase or
decrease in the share capital of Amanat Holdings; (iii) extension or shortening of the term of Amanat
Holdings; or (iv) any sale or disposal, dissolution, liquidation or merger of Amanat Holdings.
Invitation and Notice Period
A General Assembly (Annual or Extraordinary) is convened by a notice from the Board. Such notice shall
be distributed by registered letters to shareholders and shall be published in two daily UAE newspapers
published in the Arabic language at least 21 days prior to the proposed date of the General Assembly. The
invitation must include an agenda. Copies of the invitation and the agenda shall also be sent to the SCA for
approval.
Registration
A shareholder who wishes to attend an ordinary or extraordinary General Assembly shall register his/her
name in the electronic register made available by the management of the Company at the place of convening
the meeting within ample time before the meeting. The register shall include the name of the shareholder or
his representative, the number of Shares he/she owns or represents, the names of the represented
shareholders (if any), and the appropriate proxies and powers of attorney.
Convening of Ordinary General Assembly
In addition to an Ordinary General Assembly called by the Board, a minimum number of [10] shareholders
together holding at least [thirty (30)] percent of the Shares may require by notice to Amanat Holdings that an
Ordinary General Assembly be convened by the Board. A General Assembly may also be convened if so
requested by Amanat Holdings Auditors. In both cases, the invitation to convene must be issued within [15]
days from the date of submitting the request.
Convening of Extraordinary General Assembly
An Extraordinary General Assembly shall convene pursuant to an invitation by the Board. The Board must
convene an Extraordinary meeting of the General Assembly if requested to do so by shareholder holding at
least [forty (40)] percent of the Shares. In this case, the Board must send out the invitations to the
shareholders within [15] days from the date of submitting the request.
Rights of Shareholders at General Assemblies
Every shareholder of Amanat Holdings has the right to attend the General Assembly. Each Share entitles its
holder to one vote. Any shareholder may appoint a proxy, who must not be a member of the Board, to
attend the General Assembly on his behalf. In order for the proxy to be valid, it must be a written special
power of attorney issued pursuant to any terms and conditions determined by the Board and, if the proxy is
not a shareholder, the signatures on that power of attorney must be notarised. In any event, a proxy may not
hold more than five (5) percent of the share capital of Amanat Holdings for more than one shareholder in
that capacity.
The quorum for a General Assembly in its various capacities and the majority necessary to adopt resolutions
is subject to the provisions of the Companies Law.
ii.
Transfer of Shares
As per applicable UAE laws, Shares held by the Founders will be subject to a mandatory lock-up period
extending from the date of the incorporation of Amanat Holdings until the announcement of Amanat
Holdings audited financial statements relating to the second financial year following such incorporation.
A Founder will not be allowed to sell or transfer Shares during such period, except to another Founder(s).
- 48 -
The Articles provide that the transfer of Shares shall be governed by and shall comply with the
regulations governing companies listed on DFM or any other exchange the Company is listed on.
The share participation by nationals of the GCC must not, at any time, fall below fifty-one (51) percent
of Amanat Holdings share capital.
iii. Board
The Board will have broad authority to manage Amanat Holdings affairs and to perform all tasks that
are not specifically reserved for the General Assembly. The Board will be comprised of seven members
elected by Amanat Holdings General Assembly.
iv. Dividends
Amanat Holdings may by resolution of the General Assembly declare dividends, but no dividend shall
exceed the amount recommended by the Board.
v.
- 49 -
(e) Taxation
The UAE levies no personal income or withholding taxes of any sort. It also does not levy zakat, a
religious tax on income and property levied according to Sharia law in many Islamic countries. Although
the UAE has promulgated income tax decrees concerning corporate entities, some dating back as long
ago as the 1960s, none of the Emirates has yet enforced these decrees, except in the case of oil companies
and, in Abu Dhabi, Dubai and Sharjah, on foreign banks, which are currently paying corporate taxation
on profits. Moreover, as the relevant machinery and procedures to implement the tax laws has not been
constituted, there is reason to believe that they may not be enforced in the near future. However, the
decrees indicate that if taxation is introduced, tax laws could be enforced retroactively.
The main corporate income tax decrees are those of Abu Dhabi and Dubai. They differ in the method
of tax computation on taxable income.
In 2002, Federal Decree No. 55 was issued, imposing 5% customs duty on all assets imported by a
company operating in the UAE, unless such company is exempted by the MoF from such customs duty.
Subscribers should be aware that aside from UAE taxes, there may be taxes in other jurisdictions,
depending on the nationality and the particular circumstances of the investors. These issues are often
complex and if Subscribers are in any doubt, they should consult specialist taxation advisors.
12. GCC Economy Overview
The information stated below has been extracted from publicly available information. The completeness and
accuracy of the information below has not been checked or challenged and reliance thereupon would depend
to a large extent on the methods and statistical research standards used in its compilation and presentation.
(a) GCC Overview
The GCC is a political and economic union comprised of the KSA, UAE, Kuwait, Qatar, Oman, and Bahrain.
With a combined land area of approximately 2.6 million square meters and a GDP of USD 1.6 trillion (Source:
EIU, 2012), it is an economically significant region (Exhibit: 4.2.1, 4.2.2).
Exhibit 4.2.1 Nominal GDP per GCC Country
(USD 1 billion, 2012)
respectively. The economic and cultural implications of these events are substantial, leading to tens of
millions of new visitors, billions of dollars in investment, and significant global visibility.
Economic and political stability are deeply interlinked and in both respects, the GCC continues to fare well.
The waves of protests and uprisings that swept through North Africa and the Middle East in 2011 have
largely spared the GCC states.
The GCC population is estimated at around 50 million people, of which UAE and KSA constitute almost
80% (KSA 31.3 million, UAE 8.3 million). The GCC population is growing in each of the six countries at
rates ranging between 2-4% annually, with the exception of Qatar that is growing at 6.9% and Bahrain at
5.4% (Source: MoH of GCC countries, WHO, World Bank). Generally, GCC countries exhibit a large
number of expatriates.
(b) UAE Overview
The UAE is the second largest economy in the GCC (GDP of USD 384 billion in 20127) and the second
largest GCC nation by population (8.3 million in 2012). The UAE is formed of seven Emirates: Abu Dhabi,
Dubai, Sharjah, Umm Al Qawain, Ajman, Fujairah, and Ras Al Khaimah. The latter five Emirates are
considered part of the Northern Emirates (NE). The UAE population, currently around 8 million, is young
and growing, with the majority comprised of expatriates (83%). The majority of the population is located in
Abu Dhabi (43%) and Dubai (34%), and is expected to continue growing at a CAGR of approximately 3.5%
to reach around 11 million by 2020 (Source: UAE National Statistics Bureau).
As the regional hub for finance, trade, tourism, and transport, the UAEs economy is amongst the most
diversified in the region. For example, in Dubai, wholesale and retail made up 29% of real GDP for H1 2012,
followed by construction and real estate (21%), manufacturing (15%) and restaurants and hotels (5%) (Source:
EIU). The countrys economic policies are expected to focus on maintaining and consolidating this position
over the years to come. To this end, several large scale infrastructure and mega projects are presently
underway. These include the new Al Maktoum International Airport with a target capacity of 160 million by
2030, the Mohammed Bin Rashid City project, the Khalifa Industrial Zone Abu Dhabi (KIZAD), and Masdar
City. In 2013, both Abu Dhabi and Dubai airports saw significant growth in traffic, recording12% and 16%
year-on-year growth respectively. Simultaneously, the federal government is continuing to improve the
business environment to entice foreign investments. To that extent, the new commercial companies law was
a step towards enabling greater investments due to its effects on improving the corporate regulatory regime.
Real GDP growth was estimated at 4.3% in 2013, and is expected to reach 4.4% in 2014 (Source: EIU)
supported by continued growth in non-oil sectors such as construction, manufacturing, trade, transport and
tourism sectors. Moreover, in November 2013, the Bureau of International Expositions announced that
Dubai had won the bid to host the World Expo 2020 which is expected to increase the economys growth
momentum given planned infrastructure projects of USD 6.8 billion, generate 277,000 new jobs, and attract
more than 25 million visitors to the event (Source: EIU).
Despite strong growth, inflation of 1.1% in 2013 stood low by both regional and global standards. It is
anticipated to rise slightly as housing prices and global non-oil commodity prices increase; however, the effect
of these forces will be tempered by continuing subsidies by the government for core goods and services, and
conscious efforts by the government to control the real estate market.
As with its neighbors, the UAE has a stable currency, pegged to the US dollar with an exchange rate of AED
3.67: USD 1.
- 51 -
ii.
Undertaking issued by the legal advisor
(d) Undertaking by the Board to disclose for listing purposes on 12/11/2014 as per article 31 of the
SCA Board Resolution No 3 for the year 2000 relating to the Disclosure and Transparency providing
a company whose securities are approved for listing on the Market by the Authority shall, ten days
prior to the date of its listing on the Market, make public, in two daily newspapers of wide circulation
published in the Arabic language in the State, its annual and interim financial statements and a
summary of the board of directors' report submitted for the purposes of listing.
______________________________________________________________________________________
SIXTH: ACKNOWLEDGMENTS ACCOMPANYING THE PROSPECTUS
(a) Undertaking issued by the founders committee
Declaration Of The Founding Committee
Members Of Board Of Directors And The Senior Nominated Directors
We, the member of founding committee, members of board of directors, and the senior executive directors, jointly
and severally, in Amanat Holdings, (A public joint stock company under foundation), hereby acknowledge that:
We have the full commercial legal personality that qualifies us to occupy the posts mentioned in this
declaration.
Neither we, nor any of our first and/or second degree relatives and their dependents and/or related parties,
own any equity in the company's shares except as mentioned in the subscription prospectus; and we have
no direct or indirect interest under a written or verbal agreement, existing or potential, at the time of
preparing this prospectus except as mentioned in the subscription prospectus.
We have no powers that authorize us to borrow from the company or to vote for any remuneration granted
to us without the approval of the general assembly.
The management of the company has no intention to change its main activity or main purposes, or to
change its strategic plans for which it was founded.
Neither we, nor any of our first and/or second degree relatives and their dependents and/or related parties,
have received any commission, discount, brokerage fee, or cash and/or non-cash consideration in
connection with the company's capital before the date of founding the company except as mentioned in
the subscription prospectus.
the Company does not intent, following incorporation, to acquire any assets or businesses owned by a
Board member or to undertake any operations that involve a conflict of interest as between itself and any
of its board members. In case the Company intends to make acquisitions or purchases of assets or
businesses or to undertake any operations that involves a conflict of interest as to between itself and any
of its board members, or in case, the value of the transaction is equal or exceeding 25% of the issued share
capital of the Company, the said transaction will be subject to the general assembly approval. However, in
case there is no conflict of interest, the execution of such transactions falls within the authority of the
- 52 -
Board of Directors of the company, which will undertake all required valuation in accordance with the
international standards to reach the fair value of any transaction.
Founders Committee
Name
Faisal bin Juma Belhoul
Abu Baker Khouri
Khaldoun Haj Hasan
Board Members
Name
Faisal bin Juma Belhoul
Sheikh/ Abdulla Khalifa Al Khalifa
Abdulmonem Rashed A. AlRashed
Sheikh/ Zayed Mohamed Butti Al
Hamed
Kamal Bahamdan
Dr. AbdulMajeed Saif Mohamed
Ameen Alkhajeh
Khalfan Bin Juma Belhoul
Senior Nominated Directors
Name
Khaldoun Haj Hasan
Ranjit Bhonsle
Abhishek Sharma
Karim Ziwar
Kareem Murad
Tharshan Wijeyamohan
Capacity
Chairman
Member
Member
Signature
Capacity
Chairman
Non Executive Board Member
Non Executive Board Member
Non Executive Independent Board
Member
Non Executive Independent Board
Member
Non Executive Independent Board
Member
Non Executive Independent Board
Member
Signature
Capacity
Chief Executive Officer
Chief Operating Officer
Head of Education
Head of Healthcare
Director
Director
Signature
- 53 -
Reviewing and ratifying the founders committees report in respect of the incorporation of the Company
and its related expenses.
Ratifying the Memorandum of Association and Articles of Association of the Company.
Approving the appointment of the first Board of Directors for three years Ratifying the appointment of
the Companys auditor and fixing its fees.
Approving the announcement of the incorporation of the Company and its listing on DFM..
Each shareholder may attend the meeting in person or through an authorized representative . In the event a
representative of the shareholder will attend, he/she shall bring along a written proxy authorizing his/her
attendance on behalf of the original shareholder (attached is a sample proxy). It should be noted that if the proxy
holder is not a shareholder, then the proxy needs to be notarized and the proxy holder should not be one of the
Companys Board members; and the proxy holder should not be representing shares for more than one
shareholder of a value that exceed 5% of the share-capital of the Company .
In case of any change to the dates above, it will be announced through the local newspapers.
Should you attend in person, kindly bring your allotment letter and the original passport. If you are attending
through an authorized representative, your original allotment letter, a certified copy of your passport and your
representative original passport are required.
Yours faithfully,
Founding Committee
- 54 -
Form of Proxy
Proxy for Attending and Voting at the Constitutive General Assembly meeting of Amanat Holdings PJSC
(Under Incorporation)
We/I, the undersigned., in my capacity as the owner of shares in Amanat Holdings
PJSC )Under Foundation ( hereby appoint and authorize pursuant to this proxy Mr./ Ms ( The
Attorney) to attend the Constitutive General Assembly meeting of Amanat Holdings PJSC (Under
Foundation) on my/our behalf . The Attorney shall have the right to vote on all matters discussed in the meeting
whether the meeting was held on its original date or postponed to any other date. The Attorney shall also have
the right to sign all decisions and documents in this regard.
Signature:
______________________
Messers:
Date:
- 55 -
ANNEXURE 1
MEMORANDUM AND ARTICLES OF ASSOCIATION OF THE ISSUER
MEMORANDUM OF ASSOCIATION
OF
Amanat Holdings PJSC
(the Company)
..
)"("
Preamble
_______
4102 _____________
:
On the following:
Article One
0882 ) 8(
.
Article two
" (
- 56 -
Article Three
Article Four
) 88(
Article Five
.
:
1.
Establishing
educational
projects
2.
and investing in
and
healthcare
- 57 -
.0
.2
Article six
The capital
of the Company is
determined at two billion and five
hundred
million
Dirhams
(AED
2,500,000,000) divided into two billion
and
five
hundred
million
shares
(2,500,000,000 shares), the value of
each share is being one Dirham (AED
1). All the shares of the Company are
cash shares which are fully paid. An
amount of AED0.02 shall be added to
the value of each share as a
subscription fee. All the shares of the
Company shall be equal in all aspects.
( 4.011.111.111
)
( 4.011.111.111)
( )0
1.14
.
.
Article Seven
0.040.111.111 (
) 0.11
( )
( %20 )
1.14
.1
..
.2
..
401.111.111
.00%01
401.111.111
.00%01
.3
,.
040.111.111
5.00%
.4
040.111.111
5.00%
.5
..
011.111.111
4.00 %
.6
..
01.111.111
2.00%
- 58 -
.7
21.111.111
0%0.1
.8
..
..
41.111.111
0%1.8
.11
01.111.111
0%0.4
41.111.111
0%1.8
41.111.111
0%1.8
.12
01.111.111
0%1.2
01.111.111
0%1.2
01.111.111
0%1.2
01.111.111
0%1.2
8.111.111
%1.04
0.111.111
%1.4
0.111.111
%1.4
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0%1.4
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0%1.4
0.111.111
0%1.4
0.111.111
%1.04
4.111.111
%1.18
4.111.111
%1.18
4.111.111
%1.18
4.111.111
%1.18
0.111.111
%1.12
0.111.111
%1.12
0.111.111
%1.12
0.111.111
%1.12
0.111.111
%1.12
0.111.111
%1.12
.9
.11
.13
.14
.15
.16
.17
.18
.19
.21
...
.22
.21
.23
.24
.26
.27
..
.25
.28
.29
.31
..
.31
..
.32
- 59 -
%1.12
0.111.111
%1.12
0.111.111
%1.12
0.111.111
%1.12
0.111.111
%1.12
0.111.111
%45.00
1.125.111.111
.33
.34
.35
.36
..
.37
Post
IPO
Name
3.
4.
5.
6.
7.
2.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
Nationality
UAE
AED
millions
250
10.00%
Bahrain
250
10.00%
UAE
Cayman
Islands
UAE
UAE
Cayman
Islands
KSA
UAE
KSA
Spain
125
5.00%
125
5.00%
100
50
4.00%
2.00%
40
1.60%
30
20
20
20
1.20%
0.80%
0.80%
0.80%
India
10
0.40%
UAE
KSA
KSA
Bahrain
UAE
BVI
10
10
10
8
5
5
0.40%
0.40%
0.40%
0.32%
0.20%
0.20%
UAE
0.20%
France
UAE
Canada
5
5
3
0.20%
0.20%
0.12%
O'ship
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
- 61 -
UAE
0.08%
KSA
0.08%
UAE
0.08%
UAE
0.08%
UAE
0.04%
UAE
UAE
1
1
0.04%
0.04%
UAE
0.04%
UAE
Jordan
UAE
1
1
1
UAE
0.04%
0.04%
0.04%
0.04%
Jordan
BVI
UAE
1
1
1
1,125
0.04%
0.04%
0.04%
45.0%
Article Eight
The
founders,
signatories
of
Memorandum of Association, undertake
to
complete
all
of
the
required
procedures for the completion of the
Companys
incorporation.
For
said
purpose, the founders have delegated a
founders
committee
(Founders
Committee) formed of the following
persons :-
1. Mr. Faisal
(chairman)
Bin
Juma
Belhoul
Haj
-: (" ")
) (/ .0
3. Mr.
Khaldoun
(member)
) (/ .4
Hasan
) (/ .0
Article Nine
AED 900,000
099.999
Receiving Bank 1
AED 375.000
000.999
Receiving Bank 2
AED 375.000
000.999
Receiving Bank 3
AED 375.000
000.999
Receiving Bank 4
AED 375.000
000.999
Receiving Bank 5
AED 375.000
000.999
Receiving Bank 6
AED 375.000
000.999
Receiving Bank 7
AED 375.000
000.999
- 62 -
AED 375.000
Receiving Bank 8
AED 1,500,000
AED 19,163,750
000.999
1.099.999
10.160.009
0.600.999
AED 3,675.000
1.099.892
AED 1,900,802
1.629.999
AED 1.620.000
Consultation
0.999.999
AED 5,000,000
(
)
2.209.999
AED 2,250,000
Typing
Expenses
(including printing and
)translation fees
(
("")
)
119.999
AED 110,000
Government
Fees
(
Securities
and
Commodities
Authority
(SCA) Fees + DFM
)Listing Charges
00.404.022
AED 39,494,522
Total:
Strategy
Fees
Article Ten
- 63 -
Article Eleven
) 1 (
.
- 64 -
) (
PART ONE
) 8(
4881
Article 1
Article 1
The name of the company is "Amanat
Holdings (a public joint stock company)"
herein referred to as the "Company".
") " (
." "
Article 2
The head office of the Company and its
legal place of business shall be in the
Emirate of Dubai. The Board of Directors
may establish branches, offices and
agencies for the Company inside and
outside the State.
Article 3
The fixed term of the Company shall be
(99) ninety nine Gregorian years
commencing from the date the Company
is registered in the commercial register.
) 88(
- 65 -
Article 4
The objects that the Company is
established for shall be in compliance with
the provisions of the laws and regulations
in force in the State.
The objectives of the Company are as
follows:
a.
:
.
PART TWO
Article 5
) 0.022.222.222(
) 0.022.222.222(
) 4(
. 2.20
Article 6
4.400.222.222
( )
%10 ( ) 4.22
- 66 -
( )
2.20
:
..
.1
002.222.222
%42
.2 ..
002.222.222
%42
.3 ,.
400.222.222
%0
.4
400.222.222
%0
.5 ..
422.222.222
%1
.6 ..
02.222.222
%0
.7
12.222.222
%4.1
.8 ..
02.222.222
%4.0
.9 ..
02.222.222
%2.8
.11
02.222.222
%2.8
.11
02.222.222
%2.8
.12
42.222.222
%2.1
.13
42.222.222
%2.1
.14
42.222.222
%2.1
.15
42.222.222
%2.1
.16
8.222.222
%2.00
.17
0.222.222
%2.0
.18
0.222.222
%2.0
- 67 -
.19
0.222.222
%2.0
.21
0.222.222
%2.0
.21 ...
0.222.222
%2.0
.22
0.222.222
%2.40
.23
0.222.222
%2.28
.24
0.222.222
%2.28
.25
0.222.222
%2.28
.26
0.222.222
%2.28
4.222.222
%2.21
.28 ..
4.222.222
%2.21
.29 ..
4.222.222
%2.21
.31
4.222.222
%2.21
.31 ..
4.222.222
%2.21
.32
4.222.222
%2.21
.33
4.222.222
%2.21
.34
4.222.222
%2.21
.35
4.222.222
%2.21
.36
4.222.222
%2.21
.37 ..
4.222.222
%2.21
.27
%45.00 1.125.111.111
Post IPO
Confirmation
O'ship
AED millions
Name
- 68 -
1.
3.
4.
5.
6.
7.
2.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
31.
32.
33.
34.
35.
36.
37.
UAE
Bahrain
UAE
Cayman
Islands
UAE
UAE
Cayman
Islands
KSA
UAE
KSA
Spain
India
UAE
KSA
KSA
Bahrain
UAE
BVI
UAE
France
UAE
Canada
250
250
125
10.00%
10.00%
5.00%
125
5.00%
100
50
4.00%
2.00%
40
1.6%
30
20
20
1.2%
0.80%
0.80%
0.80%
0.40%
0.40%
0.40%
0.40%
0.32%
0.20%
0.20%
0.20%
0.20%
0.20%
0.12%
10
10
10
8
5
5
5
5
0.08%
0.08%
0.08%
0.08%
0.04%
1
0.04%
1
0.04%
2
2
0.04%
1
1
1
1
1
1
1
1,125
0.04%
0.04%
0.04%
0.04%
0.04%
0.04%
0.04%
45.0%
070.071117111
( )
( ) 0711
- 69 -
%00 1710
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.
) 68(
Article 7
. %00
8
. %011
Article 9
011
.
- 70 -
.
.
11
Article 10
11
Article 11
- 71 -
.
.
Article 12
12
%01
- 72 -
00.
13
Article 13
The shares are not divisible (i.e. shares
may not be divided among more than
one person).
(
.)
14
Article 14
Each share shall entitle its holder to a
proportion equal to that of other
shareholders without distinction (i) in
the ownership of the assets of the
Company upon dissolution, (ii) in the
profits as stated hereinafter, (iii) in
attending the General Assembly
meetings and (iv) in voting on the
resolutions thereof.
()
) () (
()
.
15
Article 15
a.
) 00(
.
.
- 73 -
c.
" "
.
.
- 74 -
d.
16
Article 16
When the Company completes the listing
of its shares on any of the licensed
financial markets in the UAE, it shall
replace the share register system, the
temporary shares certificates and the
applied system of its ownership transfer,
with an electronic system for the
registration of the shares and transfers
thereof as applicable in such market. The
data electronically recorded therein are
final and binding and cannot be
challenged, transferred or altered except
in accordance with the regulations and
procedures followed in such market.
- 75 -
Article 17
17
18
.
.
19
Article 19
Subject to the provisions of the Law, the
share capital of the Company may be
increased by issuing new shares of the
same nominal value as the original
shares or of the same nominal value plus
a premium. The share capital of the
Company may also be reduced after
obtaining the approval of the Authority.
New shares may not be issued at less
than the nominal value thereof. If such
shares are issued at a premium, such
premium shall be added to the legal
- 76 -
PART THREE
LOAN DEBENTURES
.
.
Article 20
02
.
.
- 77 -
PART FOUR
BOARD OF DIRECTORS
Article 21
02
)9(
) 0(
-:
/
/
-
/
-
- /
-
- /
-
- /
-
- /
. -
- 78 -
00
Article 22
Every Board Director shall hold his/her
function for a term of three years. At the
end of such term, the Board of Directors
shall be reconstituted. Board Directors
whose term of office is completed may be
re-elected.
The Board of Directors may appoint
Board Directors to fill the positions that
become vacant during the year provided
that such appointment is presented to the
Ordinary General Assembly in its first
meeting to ratify such appointment or to
appoint other Board Directors. If the
positions becoming vacant during any
one year reach or exceed one quarter of
the number of the Board Directors, the
Board of Directors must call for an
Ordinary General Assembly to convene
within maximum three months from the
date of the last position becoming vacant
in order to elect new Board Directors to
fill the vacant positions. In all cases, the
new Board Director shall complete the
term of his predecessor and such Board
Director may be re-elected once again.
Article 23
a. The Board of Directors shall elect,
from amongst its members, a
chairman and a vice-chairman. The
chairman shall represent the
Company before the courts and
shall execute the resolutions
adopted by the Board of Directors.
The vice- chairman shall act on
behalf of the chairman in his/her
absence or if the latter is otherwise
incapacitated.
b. The Board of Directors may elect
from amongst its members one or
more managing director(s) whose
powers and remunerations are to be
.
.
02
.
- 79 -
Article 24
02
) 190(
.
.
- 80 -
Article 25
02
Article 26
02
) 6(
Article 27
02
.
.
.
.
.
.
- 81 -
Article 28
02
Article 29
02
Article 30
22
Article 31
22
) 00(
- 82 -
Article 32
20
- 83 -
PART FIVE
THE GENERAL ASSEMBLY
Article 33
22
Article 34
22
Article 35
22
1.
) %0(
.
)01(
.
- 84 -
.0
2.
3.
The
Constitutive
Assembly shall, in
deliberate on the
matters:
a.
b.
c.
d.
General
particular,
following
) %.0(
.
) .(
.
.
) 00(
.
Announcing
establishment
Company.
of
.0
. .
the
the
- 85 -
.0
Article 36
22
Article 37
22
2.
3.
4.
.
.
.0
.
.0
) %01(
00
.
.0
- 86 -
.1
a.
b.
c.
d.
e.
.
(
If a number of shareholders
owning less than 30% of the
share capital of the Company
requested a meeting of the
General Assembly.
) % 01(
. ) % 01 (
Article 38
22
1.
2.
.0
.
.
- 87 -
.0
3
Electing the members
of the Board
of Directors . when necessary,
appointing
auditors
and
determining their fees if not
determined in these Articles.
1
.
.0
4.
0
.
.
.1
5.
8
.
.0
3.
Article 39
22
- 88 -
Article 40
22
Article 41
22
Article 42
20
- 89 -
Article 43
22
Article 44
22
Article 45
22
1.
The
Extraordinary
General
Assembly shall be held pursuant to
an invitation from the Board of
Directors. The Board of Directors
shall issue such an invitation when
so requested by shareholders
holding not less than 40% of the
share capital of the Company. If the
.
.
.
) % 11(
.
- 90 -
.0
2.
The
Extraordinary
General
Assembly shall not be valid unless
shareholders representing at least
75% of the share capital of the
Company attend the meeting. If the
quorum is not met, a second
meeting shall be called to be held
within 30 days following the first
meeting. The second meeting shall
be deemed valid if shareholders
representing half of the share
capital of the Company attend. If
such quorum is not met in the
second meeting, a call shall be
given for a third meeting, to be held
after the expiry of 30 days from the
date of the second meeting. The
third meeting shall be valid
regardless of the number of the
shareholders
attending.
Resolutions passed in the third
meeting shall not be enforceable
without the approval of the
Competent Authority.
.
.
22
Article 46
The Extraordinary General Assembly
shall deliberate on the following issues:
.0
1.
.0
2.
.0
3.
.0
4.
- 91 -
.1
5.
a.
b.
c.
.
22
Article 47
The owners of shares registered on the
working day preceding the holding of
the General Assembly of the Company
shall be deemed to be the holders of the
right to vote in that Companys General
Assembly.
.0
Article 48
22
.
- 92 -
22
) 009(
PART SIX
AUDITORS
Article 50
22
Article 51
22
- 93 -
20
Article 52
The auditor shall have the authorities
and the obligations provided for in the
Law. Such auditor must particularly
have the right to review, at all times, all
the
Company
books,
records,
instruments and all other documents of
the Company. The auditor has the right
to request clarifications as he deems
necessary for the performance of his
duties and he may investigate the assets
and liabilities of the Company. If the
auditor is unable to perform these
authorities, he must confirm that in a
written report to be submitted to the
Board of Directors. If the Board of
Directors fails to enable the auditor to
perform his duties, the auditor must
send a copy of the report to the
Authority, the Competent Authority and
the General Assembly.
Article 53
22
.) 001(
- 94 -
PART SEVEN
THE FINANCE OF THE COMPANY
22
Article 54
The Board of Directors shall maintain
duly organized accounting books which
reflect the accurate and fair position of
the Companys financial status in
accordance with generally acceptable
accounting principles internationally
applied. No shareholder will be entitled
to inspect those books unless a specific
authorization to this effect is obtained
from the Board of Directors.
The financial year of the Company shall
start on the first day of January and shall
end on the last day of December of every
year. Save for the aforementioned, the
first financial year shall commence as of
the date of inscription of the Company in
the commercial register and shall end at
the ending of the financial year that
follows.
- 95 -
22
Article 55
The Board of Directors must prepare an
audited balance sheet and profit and loss
account for each financial year at least
one month before the annual ordinary
General Assembly. The Board of
Directors must also prepare a report on
the Companys activities during the
financial year, its financial position at the
end of the same year and the
recommendations on distribution of the
net profits. A copy of the balance sheet,
profit and loss account, the report of the
auditor and report of the Board of
Directors shall be sent to the Authority
attached with the agenda of the Annual
Ordinary General Assembly for the
Authoritys approval on publishing the
invitation in the daily newspapers
twenty one (21) days before the date
specified for holding the meeting.
Article 56
22
.
22
Article 57
The annual net profits of the Company
shall be distributed after deducting all
general expenses and other costs as
follows:
1.
) %01(
-:
) %01(
- 96 -
.0
2.
3.
4.
) %01(
) %0(
.) %
.0
.1
22
Article 58
The legal reserve shall be used by a
resolution of the Board of Directors in
the best interest of the Company. The
legal reserve may not be distributed
among the shareholders. However, any
.0
- 97 -
) %01(
Article 59
22
PART EIGHT
DISPUTES
22
Article 60
Civil Liability against members of the
Board of Directors may not be waived by
resolution of the General Assembly. If
the action giving rise to the liability was
presented to the General Assembly in a
report by the Board of Directors or by its
auditor and was ratified by the General
Assembly, civil claims shall be time
barred by the expiry of one year from the
date of convening that General
Assembly. However, if the alleged
action constitutes a criminal offence, the
proceedings for liability shall not be time
barred except by the lapse of the public
case.
.
.
- 98 -
PART NINE
DISSOLUTION OF THE COMPANY
Article 61
22
20
.
22
.
.
- 99 -
PART TEN
FINAL PROVISIONS
22
Article 64
The provisions of the Law shall apply to
any matter not specifically covered in
the Memorandum of Association or
these Articles.
Article 65
) 006(
Article 66
22
Article 67
22
.
22
0119
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- 101 -
Michael Pacha
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- 102 -
Ruya Ltd
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- 103 -