indirectly, 70 per cent. of the shares in Group One although the majority of this holding is heldthrough Grand. <strong>IIG</strong> expects that its direct shareholding in Group One will increase when thatcompany’s capital is increased and its current intention is to divest itself of a significant part of itsdirect shareholding once Group One has obtained a listing on one or more regional stockexchanges. Group One is intended to act as a holding company for <strong>IIG</strong>’s insurance operations and,subject to obtaining appropriate approvals, <strong>IIG</strong>’s interest in TI Kuwait is expected to be transferredto Group One during 2007 and its interests and those of its other associated companies in TIBahrain may also be so transferred.As TI Bahrain has 18 years experience in the takaful industry, <strong>IIG</strong> intends to leverage thisexperience when establishing new takaful companies in the region. Each new company is expectedto enter into an agreement with TI Bahrain under which TI Bahrain will provide it with technicaladvice (including, in particular, in relation to new product structuring, claims management and retakafulagreements) and back office support, allowing the new companies to focus on establishingtheir businesses through marketing and building up sales channels.<strong>IIG</strong>’s key strategic focus in the short-term in relation to insurance is to establish a takafulbusiness in Saudi Arabia.CompetitionTakaful companies compete principally with conventional insurance companies (in relation tothe client base which is not sensitive to Shari’a compliance) and other takaful companies in termsof providing insurance.<strong>IIG</strong> believes that the significant experience in product structuring, claims management,investment management and re-takaful of TI Bahrain, which are expected to be available to all itsinsurance companies through technical advisory agreements, will be a key competitive strength forits insurance businesses. Not only will these agreements provide cost effective services to the newlyestablished insurance companies freeing them to focus on generating new business, they will alsoenhance the profitability of TI Bahrain by providing an additional source of fees and commissions.In addition, <strong>IIG</strong> believes that it can establish the ‘‘Takaful International’’ brand across the regionwhich will assist its marketing efforts and that, by creating an integrated network of brandedcompanies, it will achieve significant scale benefits in terms of claims administration, underwritingcapacity and the ability to attract skilled and motivated staff.Intellectual PropertyApart from the brand names which it is building, such as ‘‘Ajal’’ in relation to consumerfinance and ‘‘Takaful International’’ in relation to insurance, <strong>IIG</strong> does not believe that it owns anyintellectual property rights the loss of which would significant adversely affect its business. It is <strong>IIG</strong>’sintention to take appropriate steps to protect its Ajal and Takaful International brands in thejurisdictions in which they are established, including through trademark and other registrations.Information Technology<strong>IIG</strong>’s current information technology systems include three servers which support its currentsoftware packages. <strong>IIG</strong>’s traders also have access to online trading instruments such as the Al-AwsatPro & Fapco online trading system. Information for <strong>IIG</strong>’s dealing room is supplied through aterminal that has a real time connection with the Kuwait <strong>Stock</strong> <strong>Exchange</strong> information provisionsystems and through Reuters – 3000 Xtra.Given its recent and contemplated expansion, <strong>IIG</strong> is currently investigating a possiblesignificant upgrade of its information technology network infrastructure with a view to creating afully integrated system combining all of its current human resource management, portfoliomanagement and financial and accounting applications. This system should also connect itsassociated companies’ offices, allowing the sharing of information through a virtual private networkand dedicated data lines. As part of the process, <strong>IIG</strong> will also need to add new servers to supportthese operations, internet protocol telephony, increased storage and an electronic documentsystem. No decision has yet been made in relation to this project and nor have the possible costsbeen budgeted.<strong>IIG</strong> regularly reviews, updates and upgrades its hardware and software systems to ensure thatit has the best systems to support its day to day operations and the administration of its business.92
<strong>IIG</strong> also has a backup system that runs automatically on a daily basis and is currently working on afull contingency plan for disaster recovery.Litigation<strong>IIG</strong> currently has a number of related claims outstanding against it in relation to a fund forwhich it acted as manager in the late 1990s. In 1999, the fund suffered a fraud perpetrated by athird party. Claims were successfully brought against the perpetrators and appropriate insuranceclaims were made and accepted. Full compensation was not, however, received as certain of theinsurance companies went into bankruptcy before the payments were made. As a result, fourseparate claims have been brought in Kuwait by investors alleging that <strong>IIG</strong>, as manager of the fund,should compensate them for losses suffered as a result of the fraud.These cases are currently at different stages of the appeal process. In all cases, the initialjudgments have been made against <strong>IIG</strong> for the principal amount invested and, in certain cases, theinitial judgments also required the payment of interest too. The total amount of principal andinterest claimed is approximately KD6.8 million and this amount has been fully provided for by <strong>IIG</strong>and, in respect of KD6.7 million, cash has been paid by <strong>IIG</strong> into a third party bank account pendingfinalisation of the claims as required by the Kuwaiti courts, see ‘‘<strong>IIG</strong> Financial Review – Results ofOperations – Expenses – Provisions’’ and ‘‘<strong>IIG</strong> – Financial Review – Off Balance Sheet Arrangements’’.Accordingly, <strong>IIG</strong> does not believe that the outcome of these cases will have a significant affect onits business.<strong>IIG</strong> is also the plaintiff in relation to a KD2.5 million claim against a real estate company forunpaid professional fees in respect of financial advice provided by <strong>IIG</strong>. <strong>IIG</strong> expects to be successfulin this claim in due course.RegulationThe Central Bank is the main regulator of banks and financial institutions in Kuwait.Accordingly each of <strong>IIG</strong>, Osoul and Ajal Finance are regulated by the Central Bank. The CentralBank’s supervisory and regulatory rules cover capital adequacy, liquidity, credit policy, theclassification of credit facilities and the calculation of provisions, credit concentrations, theorganisation of investment policy, internal control systems, risk measurement and managementsystems, required experience of board members and executive officers of banks, money laundering,suspicious operations and the financing of terrorism.Each financial institution is required to submit periodic reports to the Central Bank in formatsprescribed by it. These key reports include:On an annual basis* audited financial statements together with a detailed breakdown of assets, liabilities,income and expenditureOn a monthly basis* balance sheet and statement of income;* foreign currency distribution of both assets and liabilities;* borrowings, claims on financial institutions and negotiable bills by residual maturity ofboth assets and liabilities;* credit granted in KD to residents and non-residents during the month; and* productive and secured credit granted in KD to residents and non-residents during themonth.On a quarterly basis (in addition to the monthly reports)* reviewed interim financial statements;* distribution of KD borrowings and trust funds according to interest-rate;* distribution of KD claims on financial institutions and KD credit facilities according tointerest-rate;* distribution of KD loans to non-banking financial institutions and KD credit facilitiesaccording to size;93
- Page 2 and 3:
This Offering Circular comprises li
- Page 4 and 5:
given, and has not withdrawn, his c
- Page 6 and 7:
FORWARD LOOKING STATEMENTSSome stat
- Page 8 and 9:
STRUCTURE DIAGRAM AND CASHFLOWSThe
- Page 10 and 11:
PartiesIssuerOVERVIEW OF THE OFFERI
- Page 12 and 13:
On the exercise of the Trustee’s
- Page 14 and 15:
Periodic DistributionsRedemptionExc
- Page 16 and 17:
Redemption at the Option ofCertific
- Page 18 and 19:
Definitive Certificates evidencing
- Page 20 and 21:
Withholding TaxUse of ProceedsListi
- Page 22 and 23:
actions which could have a material
- Page 24 and 25:
The performance of IIG’s investme
- Page 26 and 27:
the insurance interests within the
- Page 28 and 29:
Certificateholders will bear the ri
- Page 30 and 31:
Enforcing foreign arbitration award
- Page 32 and 33:
1. Form, Denomination, Title and De
- Page 34 and 35:
Delegate, the Agents or any of thei
- Page 36 and 37:
4.2 Application of Proceeds from Tr
- Page 38 and 39:
In order to exercise such right, a
- Page 40 and 41:
as a result of the issue of Shares
- Page 42 and 43:
of the relevant Certificate and the
- Page 44 and 45:
(c)(d)(e)(f)(g)Relevant Share Amoun
- Page 46 and 47: (k)(l)(m)(n)Liabilities: In exercis
- Page 48 and 49: and, in each case, there will be no
- Page 50 and 51: (b)Adjustment EventsSubject to Cond
- Page 52 and 53: (vi)Where:PdTis the arithmetic aver
- Page 54 and 55: ecome effective immediately before
- Page 56 and 57: eplacement, the Delegate shall be e
- Page 58 and 59: (c)where such withholding or deduct
- Page 60 and 61: (b)mailed to them by first class pr
- Page 62 and 63: 21.2 The Issuer has in the Declarat
- Page 64 and 65: ‘‘Current Market Price’’ me
- Page 66 and 67: ‘‘Late Payment Amount’’ mea
- Page 68 and 69: aggregate Net Proceeds of Sale and
- Page 70 and 71: ‘‘Trading Day’’ means, in r
- Page 72 and 73: GLOBAL CERTIFICATEThe Global Certif
- Page 74 and 75: USE OF PROCEEDSThe proceeds of the
- Page 76 and 77: IIG - SELECTED FINANCIAL INFORMATIO
- Page 78 and 79: ecorded principally as net income f
- Page 80 and 81: Finance costsFinance costs comprise
- Page 82 and 83: its net cash used in investing acti
- Page 84 and 85: investments comprised 50 per cent.
- Page 86 and 87: new company, for example Ajal Finan
- Page 88 and 89: IIG also intends in the next few ye
- Page 90 and 91: IIG has entered into a number of cu
- Page 92 and 93: the productivity of oil and gas wel
- Page 94 and 95: CompetitionIIG expects that First K
- Page 98 and 99: * distribution of borrowings, claim
- Page 100 and 101: * Chairman and Managing Director of
- Page 102 and 103: Name Title AgeYear firststarted wit
- Page 104 and 105: SHAREHOLDERSIIG has been a publicly
- Page 106 and 107: Shareholders holding at least 25 pe
- Page 108 and 109: The table below sets forth the repo
- Page 110 and 111: There are no other outstanding secu
- Page 112 and 113: The strengthening of the Kuwait eco
- Page 114 and 115: THE TRUST ASSETSPursuant to the Dec
- Page 116 and 117: in each case, there will be no rest
- Page 118 and 119: with the covenant relating to the L
- Page 120 and 121: ‘‘Independent Appraiser’’ m
- Page 122 and 123: ‘‘Total Consolidated Contingent
- Page 124 and 125: For these purposes:‘‘Material S
- Page 126 and 127: TAXATIONThe following is a general
- Page 128 and 129: CLEARANCE AND SETTLEMENTThe informa
- Page 130 and 131: SUBSCRIPTION AND SALEBarclays Bank
- Page 132 and 133: exempt offer under sub-paragraph (3
- Page 134 and 135: GENERAL INFORMATION1. Application h
- Page 136 and 137: APPENDIX - FINANCIAL STATEMENTSFina
- Page 138 and 139: International Investment Group Comp
- Page 140 and 141: International Investment Group Comp
- Page 142 and 143: International Investment Group Comp
- Page 144 and 145: International Investment Group Comp
- Page 146 and 147:
International Investment Group Comp
- Page 148 and 149:
International Investment Group Comp
- Page 150 and 151:
F-15
- Page 152 and 153:
International Investment Group Comp
- Page 154 and 155:
International Investment Group Comp
- Page 156 and 157:
International Investment Group Comp
- Page 158 and 159:
International Investment Group Comp
- Page 160 and 161:
International Investment Group Comp
- Page 162 and 163:
International Investment Group Comp
- Page 164 and 165:
International Investment Group Comp
- Page 166 and 167:
International Investment Group Comp
- Page 168 and 169:
International Investment Group Comp
- Page 170 and 171:
166Independent Auditior’s ReportF
- Page 172 and 173:
188International Investment Group K
- Page 174 and 175:
EXHIBIT DINTERNATIONAL INVESTMENT G
- Page 176 and 177:
EXHIBIT CINTERNATIONAL INVESTMENT G
- Page 178 and 179:
-2-As per the revised IAS 39, unrea
- Page 180 and 181:
-4-Gains or losses arising from tra
- Page 182 and 183:
-6-n) Treasury sharesTreasury share
- Page 184 and 185:
-8-5. Murabaha receivables2005KD200
- Page 186 and 187:
-10-Compensation to key management
- Page 188 and 189:
-12-During the year, the company ha
- Page 190 and 191:
-14-19. Treasury sharesThe Company
- Page 192 and 193:
-16-29. Fiduciary assetsThe Company
- Page 194 and 195:
-18-iii)Mudaraba receivables and ot
- Page 196 and 197:
-20-32. ZakatAccording to State of
- Page 198 and 199:
F-63
- Page 200 and 201:
F-65
- Page 202 and 203:
F-67
- Page 204 and 205:
F-69
- Page 206 and 207:
F-71
- Page 208 and 209:
F-73
- Page 210 and 211:
F-75
- Page 212 and 213:
F-77
- Page 214 and 215:
F-79
- Page 216 and 217:
F-81
- Page 218 and 219:
F-83
- Page 220 and 221:
THE ISSUER AND TRUSTEEIIG Funding L