Madinaty Master Plan - Talaat Moustafa Group

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30 June 2007 and the six months ended 30 June 2006 (the “Arab Company Annual and Interim FinancialStatements”);• audited financial statements of San Stefano Real Estate for the years ended 31 December 2004, 2005 and 2006and unaudited interim consolidated financial statements of San Stefano Real Estate for the six months ended30 June 2007 and the six months ended 30 June 2006 (the “San Stefano Real Estate Annual and InterimFinancial Statements”); and• audited consolidated financial statements of Alexandria Real Estate for the years ended 31 December 2004,2005, and 2006 and unaudited interim consolidated financial statements of Alexandria Real Estate for the sixmonths ended 30 June 2007 and the six months ended 30 June 2006 (the “Alexandria Real Estate Annual andInterim Financial Statements” and, together with the Arab Company Annual and Interim Financial Statementsand the San Stefano Real Estate Annual and Interim Financial Statements, the “Financial Statements”).This offering circular contains translations of certain Egyptian pound amounts into U.S. dollars at specified ratessolely for the convenience of the reader. These translations should not be construed as representations that theEgyptian pound amounts actually represent such equivalent U.S. dollar amounts or could be or could have beenconverted into U.S. dollars at the rate indicated as of the dates mentioned herein or at all. Unless otherwiseindicated, such U.S. dollar amounts have been translated from Egyptian pounds at an exchange rate of LE 5.6925 =US$1.00, being the average of the period end rate as quoted by Bloomberg (the “Exchange Rate”) for 28 June 2007,the last business day in Egypt in June 2007. The Exchange Rate at 15 November 2007 was LE 5.5245 = US$1.00.The Federal Reserve Bank of New York does not certify for customs purposes a noon buying rate for cable transfersin Egyptian pounds. See “Exchange Rate Information”.In this offering circular,• “Egyptian pound” or “LE” refers to the lawful currency of Egypt;• “U.S. dollar”, “U.S. dollars” or “US$” refers to the lawful currency of the United States of America; and• “euro” or “A” refers to the single currency of the participating Member States in the Third Stage of theEuropean Economic and Monetary Union of the Treaty Establishing the European Community, as amendedfrom time to time.Rounding adjustments have been made in calculating some of the financial information and percentages included inthis offering circular. As a result, numerical figures shown as totals in some tables may not be exact arithmeticaggregations of the figures that precede them.WebsiteThe contents of TMG’s website (including any materials that are hyper-linked) do not form a part of this offeringcircular.INFORMATION DERIVED FROM THIRD PARTIESCertain information and statistics relating to the Egyptian economy, the Egyptian securities market and theinternational and Egyptian real estate development industry included in this offering circular have been extracted orderived from official and other public sources that the Company believes to be reliable, including the Central Bankof Egypt, the Ministry of Finance, the Central Agency for Public Mobilisation and Statistics (“CAPMAS”), thelatest census conducted in 2006 (the “2006 Census”), the Economist Intelligence Unit (“EIU”), a report byEuromonitor International dated May 2005 entitled “The Market for Consumer Lifestyles in Egypt”(“Euromonitor”), the CASE and Bloomberg. Such information and statistics may be approximations or estimatesor use rounded numbers. In addition, in some cases the Company has made rounding adjustments to some of thisinformation and statistics for consistency of presentation. Similar statistics may be obtainable from other sources,but the underlying assumptions, methodology and, consequently, the resulting data may vary from source to source.The Company has not independently verified such information or statistics, and does not guarantee their accuracyand completeness.In addition, statements are made in this offering circular regarding TMG’s competitive position in its industry basedon Management’s experience and assessment of market conditions. While the Company believes these statementsto be reasonable and fair approximations, to the extent that such statements are in part derived from Management’sestimates of third party information, individually and on an aggregate, industry-wide basis, these statements cannotand have not been verified by the Company, and independent sources have not verified such statements.vi
The terms set forth below have the following meanings for the purposes of this offering circular:• Gross domestic product, or “GDP”, is a measure of the total value of final products and services produced in acountry in a specific year. Real GDP measures the total value of final production in constant prices of aparticular year, thus allowing historical GDP comparisons that exclude the effect of inflation. In this offeringcircular, GDP figures are real GDP figures based on constant 2001/02 prices, the year used by the State forpurposes of maintaining real GDP statistics.• For information related to Egypt, annual information is presented based on periods from 1 July through30 June, the fiscal year maintained by the State for budgeting and official statistics.CERTAIN DEFINITIONSIn this offering circular, the following terms have the following meanings:“ADR” means the average daily rate, a hotel industry term referring to the average daily rate charged for hotel roomsat a given hotel property or across a company owning several hotel properties.“Alexandria Real Estate” means Alexandria for Real Estate Company S.A.E. and its consolidated subsidiaries.“Alexandria for Urban Development” means Alexandria Company for Urban Developments and Projects S.A.E.“Arab Company” means Arab Company for Urban Development and Projects S.A.E. and its consolidatedsubsidiaries.“CASE” means Cairo and Alexandria Stock Exchange.“CBRE” means CB Richard Ellis.“CMA” means the Egyptian Capital Market Authority.“Company” means Talaat Mostafa Group Holding Company S.A.E.“Group” or “TMG” means the Company, Arab Company, San Stefano Real Estate and Alexandria Real Estate.“ICON” means Arab Company for Hotel and Touristic Investments S.A.E.“MENA” means Middle East and North Africa.“Nile Hotel Company” means the company that owns the Nile Hotel.“Nova Park” means Nova Park Cairo S.A.E.“Operating Companies” means Arab Company, San Stefano Real Estate and Alexandria Real Estate.“Port Venice” means Puerto Venice for Tourism Development S.A.E.“preliminary sales contract” means a contract by which the State grants TMG rights to develop and sell land for itscity and community complexes.“Restructuring” has the meaning set forth in “Presentation of Financial and Other Information” and as described in“Description of TMG — Corporate Structure”.“RevPar” means revenue per available room, a hotel industry term referring to revenue generated for a specifiednumber of hotel rooms available for occupancy over a specified period of time.“San Stefano Real Estate” means San Stefano for Real Estate Investment Company S.A.E.“Shares” mean the ordinary shares of the Company.“State” means the government of Egypt.“TMG” or “Group” means the Company, Arab Company, San Stefano Real Estate and Alexandria Real Estate.vii
Page 7 and 8: NOTICE TO PROSPECTIVE INVESTORS IN
Page 9: PRESENTATION OF FINANCIAL AND OTHER
Page 13 and 14: SUMMARYThis summary should be read
Page 15 and 16: venture intends to develop projects
Page 17 and 18: THE COMBINED OFFERINGThis offering
Page 19 and 20: Summary Financial and Operating Dat
Page 21 and 22: Summary San Stefano Real Estate Fin
Page 23 and 24: RISK FACTORSAn investment in the Sh
Page 25 and 26: Changes in laws or government polic
Page 27 and 28: affect Four Seasons or its brand ge
Page 29 and 30: The allocation decree will not be i
Page 31 and 32: TMG’s internal controls may not b
Page 33 and 34: operating cash flows or existing de
Page 35 and 36: and semi-annual financial statement
Page 37 and 38: USE OF PROCEEDSThe proceeds to the
Page 39 and 40: services for their benefit pursuant
Page 41 and 42: SELECTED FINANCIAL INFORMATIONSelec
Page 43 and 44: Selected San Stefano Real Estate Fi
Page 45 and 46: For the sixFor the year ended 31Dec
Page 47 and 48: Profit sharing to employees and boa
Page 49 and 50: Stefano Real Estate and Alexandria
Page 51 and 52: and IT support, among other service
Page 53 and 54: Interest income on fixed deposits.
Page 55 and 56: Interest income on fixed deposits w
Page 57 and 58: Other income. San Stefano Real Esta
Page 59 and 60: Gross profit. As a result of the fa
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Income tax expense. Income tax expe
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which were partially offset by:•
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Year ended 31 December 2005Net cash
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For the year ended 31 December2007
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which were partially offset by:•
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For the year ended 31 December2007
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elation to share of results of asso
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outstanding indebtedness under long
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The preparation of the Annual and I
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TMG was one of the early private se
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Set forth below is a chart showing
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market-leading position and its ext
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TMG’s Nile Hotel project and the
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final fit-out will be undertaken ei
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The following table sets forth cert
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parking area. The commercial space
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number and type of residential unit
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Although there have been few histor
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Information TechnologyTMG currently
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Title to the Al Rehab II Land will
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all technical, financial, administr
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MANAGEMENTBoard of DirectorsThe Com
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Hossam Abdallah Helal has been prop
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• respond to the queries of the s
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THE SELLING SHAREHOLDERS AND PRINCI
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INDUSTRYCertain of the information
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The following table sets forth info
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The CASE is characterised by a rela
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(or their representatives) represen
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such surplus, provided, however, th
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Convention Between the United State
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Non-U.S. Holder to be subject to U.
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consequences for U.K. Holders who h
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PLAN OF DISTRIBUTIONEFG-Hermes and
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SELLING AND TRANSFER RESTRICTIONSSe
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(ii)(iii)(iv)to any legal entity wh
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SETTLEMENT AND TRANSFERSettlement a
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INDEX TO FINANCIAL STATEMENTSIndepe
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AUDITOR’S REPORT TO THE SHAREHOLD
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ARAB COMPANY FOR PROJECTS AND URBAN
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2.1 Basis of preparation — contin
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2.4 Summary of significant accounti
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3 Revenue and cost of revenue2006LE
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6 Property and equipment — contin
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10 Development properties — conti
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15 Interest-bearing loans and borro
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21 Financial risk management object
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3 Revenue and cost of revenueThree
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7 Investments in associateControl o
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13 Legal reserveAccording the Artic
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17 Transactions with related partie
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SAN STEFANO FOR REAL ESTATE INVESTM
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5 Income tax expense — continuedT
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8 Available-for-sale investments200
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14 Legal reserveAccording to the Ar
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19 Financial risk management object
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REPORT ON REVIEW OF INTERIM FINANCI
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8 Development properties — contin
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16 Interest-bearing loans and borro
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21 Events after the balance sheet d
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AUDITORS’ REPORT TO THE SHAREHOLD
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ALEXANDRIA FOR REAL ESTATE INVESTME
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3 Revenue and cost of revenue2006LE
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6 Property and equipmentEquipmentLE
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7 Investments in Associates — con
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13 Share capital2006LE2005LE2004LEA
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21 DividendsA cash dividend of LE 1
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26 Events after the balance sheet d
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REPORT ON REVIEW OF INTERIM FINANCI
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5 Income tax expense — continuedT
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7 Investments in associates — con
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11 Account receivable and prepaymen
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18 Accounts payable and accruals30
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23 Alexandria group entitiesSignifi
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ANNEX A: CBRE REPORTA-1
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3.2 In accordance with the Standard
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Market ValueFreeholdEGPTotalEGP(i)
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9. Plant and Machinery9.1 The plant
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19.2 Neither the whole nor any part
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PROPERTYAl Rehab City (I), New Cair
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PROPERTYFour Seasons, San Stefano,
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PROPERTYFour Seasons, Nile Plaza, C
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Phase 3Description Land area (sq m)
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PROPERTYMarsa Alam Land , Puerto Ve
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PROPERTYNile Hotel, Cairo, EgyptLOC
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[This page intentionally left blank
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Central Park & Club Project’s Man
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