Madinaty Master Plan - Talaat Moustafa Group

THE COMBINED OFFERINGThis offering circular relates to the International Offering only. Prospective Egyptian retail investors may not relyon this offering circular and should instead refer to the public offering notice issued in connection with the EgyptianRetail Offering (the “Public Offering Notice”). All information included in this offering circular relating to theEgyptian Retail Offering has been included only for informational purposes.The Combined Offering. ...........International Offering .............Egyptian Retail Offering ...........Capital Increase. .................Use of Proceeds ..................Over-Allotment Option ............Primary Shares ..................Secondary Shares. ................International Offering Price ........Egyptian Retail Offering Price ......TheCombined Offering consists of the International Offering and theEgyptian Retail Offering, of which EFG-Hermes and HSBC are thejoint global coordinators, joint bookrunners and lead managers.TheInternational Offering consists of an offering by the Company of215,000,000 Primary Shares (assuming the Over-allotment Option isexercised in full) and by the Selling Shareholders of 115,000,000Secondary Shares to (i) investors outside the United States in offshoretransactions in a number of countries, including Egypt, in reliance onRegulation S under the Securities Act and (ii) certain QIBs in theUnited States.TheEgyptian Retail Offering consists of a domestic offering by theSelling Shareholders of up to 65,000,000 Secondary Shares to thepublic in Egypt, subject to the Egyptian Capital Market Law no. 95 of1992 and its Executive Regulations.The increase in the Company’s issued share capital (the “CapitalIncrease”) has been approved by an extraordinary resolution of theshareholders of the Company passed at the Extraordinary GeneralMeeting of shareholders of the Company and approved by theCompany’s directors at a board meeting, both of which were heldon 28 October 2007. Pursuant to Egyptian corporate and securities lawrequirements, the Capital Increase is subject to issuance by the CMAof its non-objection to such Capital Increase and authorisation by theEgyptian General Authority for Investment in Free Zones (the“Investment Authority”) and amendment to the Statutes of theCompany (the “Statutes”). Completion of the Combined Offering istherefore conditional on the Company obtaining approval from,among others, the CMA and Investment Authority of the CapitalIncrease by the Closing Date.The net proceeds to the Company from the International Offering(assuming the Over-allotment Option is exercised in full), afterdeducting fees, commissions and offering expenses of approximatelyLE 113.2 million (US$19.9 million), are expected to be approximatelyLE 2,380.8 million (US$418.2 million). The Company intends to usethe net proceeds to fund existing and future development projects(both in Egypt and the wider MENA region), acquisitions andinvestments. The Company will not receive any proceeds from thesale of the Secondary Shares by the Selling Shareholders. See “Use ofProceeds”.TheLead Managers have the right to place up to 50,000,000 additionalPrimary Shares for the account of the Company at the InternationalOffer Price to cover over-allotments in connection with theInternational Offering. See “Plan of Distribution”.215,000,000 Shares with a par value of LE 10 per share offered inconnection with the International Offering (assuming the OverallotmentOption is exercised in full).115,000,000 Shares, with a par value of LE 10 per share offered inconnection with the International Offering.LE11.60 per Share (the “International Offer Price”).LE11.00 per Share (the “Retail Offer Price”), representing a discountof 5.0% per share to the International Offer Price.5