| 09 Mar 2010 |
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Barwa launches its Offer to acquire the shares of Alaqaria
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Shareholders' approval of the Proposed Transaction will be sought at EGMs of BarwaBarwa
and AlaqariaAlaqaria to be held on 30 March 2010; The Boards of Directors of BarwaBarwa and AlaqariaAlaqaria recommend their respective shareholders to attend the EGMs and approve the resolutions to be proposed AlaqariaAlaqaria's Board of Directors recommends the Offer to its shareholders; AlaqariaAlaqaria shareholders are encouraged to accept the Offer by completing the Form of Acceptance in accordance with the process set out in the Offer Document
Qatari DiarQatari Diar undertakes to support the Proposed Transaction in respect of its holdings of 45% and 27% of the share capital of BarwaBarwa and AlaqariaAlaqaria, respectively, and to maintain a 45% equity shareholding in the enlarged BarwaBarwa group through a contribution of land in the Lusail area
Proposed Transaction will further enhance BarwaBarwa's position as a leading regional real estate company with a combined market capitalisation of approximately QR11.1 billion / US$3.0 billion[1]
[1] Based on a share price of QR33.00 for BarwaBarwa
and QR27.80 for AlaqariaAlaqaria as at 7 January 2010 (the trading day prior to the announcement of the initial terms of the Proposed Transaction), and an exchange rate of USD 1 = QR3.64 as at 7 January 2010 and Qatar Real Estate Investment Company Q.S.C. ("Alaqaria")Qatar Real Estate Investment Company Q.S.C. ("Alaqaria") today announced that, following the companies' joint announcement on 4 March 2010 of the full terms of their proposed combination (the "Proposed Transaction"), the formal offer document (the "Offer Document") relating to the offer by BarwaBarwa to acquire the share capital of AlaqariaAlaqaria in exchange for shares in BarwaBarwa (the "Offer") will be made available by tomorrow morning (Wednesday 10 March 2010). The Offer Document, which will be distributed to the shareholders of AlaqariaAlaqaria
, contains details of the terms and conditions of the Offer and the Proposed Transaction, along with instructions for AlaqariaAlaqaria shareholders wishing to accept the Offer. The Offer Document will also be available to BarwaBarwa and AlaqariaAlaqaria shareholders on the dedicated transaction website, www.barwa-alaqaria-merger.com.BarwaBarwa and AlaqariaAlaqaria also announced details of their Extraordinary General Meetings ("EGMs") that will give shareholders of both companies the opportunity to vote on the Proposed Transaction. Both the BarwaBarwa and AlaqariaAlaqaria EGMs will take place on Tuesday 30 March 2010 at the Grand Hyatt Hotel, Doha at 4.30pm and 6.00pm, respectively.
The Offer opens for acceptance from today (Tuesday 9 March 2010) and is expected to remain open until Wednesday 14 April 2010. During this period, AlaqariaAlaqaria shareholders may accept the Offer by completing the Form of Acceptance in accordance with the process set out in the Offer Document.
BarwaBarwa is offering to acquire, subject to the terms and conditions set out in the Offer Document, each AlaqariaAlaqaria share in exchange for 1.100 shares in BarwaBarwa. This exchange ratio values each AlaqariaAlaqaria share at QAR 36.30 per share based on the closing share prices of BarwaBarwa and AlaqariaAlaqaria on 7 January 2010, the trading day prior to the announcement of the initial terms of the Proposed Transaction, and represents a 30.6% premium over AlaqariaAlaqaria's closing share price on 7 January 2010. Following successful completion of the Offer, AlaqariaAlaqaria will become a subsidiary of BarwaBarwa and those AlaqariaAlaqaria shareholders who validly accept the Offer will become shareholders in BarwaBarwa. It is expected that the shares of AlaqariaAlaqaria will be suspended from trading following the closing date of the Offer.
Q.S.C. ("Qatari DiarQatari Diar"), the largest shareholder in both BarwaBarwa and AlaqariaAlaqaria, has undertaken to support the Proposed Transaction. Furthermore, Qatari DiarQatari Diar has agreed to maintain a 45% equity shareholding in the enlarged BarwaBarwa group through a contribution of certain land in the Lusail area. Such land, which is to be known as the Education and Medical District, covers an area of 645,595 square metres and is approximately 20 kilometres north of Doha International Airport. The Offer Document sets out further details of this transaction. SHAREHOLDER ACTIONS
Shareholders of AlaqariaAlaqaria are requested to take two actions:
Accept the Offer by completing the Form of Acceptance in accordance with the process set out in the Offer Document
Attend the AlaqariaAlaqaria EGM and vote in favour of the resolutions to be proposed at the EGM
Shareholders of BarwaBarwa are requested to take one action:
Attend the BarwaBarwa EGM and vote in favour of the resolutions to be proposed at the EGM
Details on the Offer and on the BarwaBarwa and AlaqariaAlaqaria EGMs are contained in the Offer Document and will be available on the dedicated transaction website, www.barwa-alaqaria-merger.com.
It is important for AlaqariaAlaqaria shareholders to note that, as a term of the Offer and subject to approval of the relevant resolution at the AlaqariaAlaqaria EGM, it is expected that the shares of AlaqariaAlaqaria will be suspended from trading following the closing date of the Offer (which is expected to be 14 April 2010). It is also intended that action will be taken following completion of the Proposed Transaction to procure the delisting of the AlaqariaAlaqaria shares.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following dates are indicative only and will depend, among other things, on the dates on which the conditions of the Offer are satisfied and whether the Offer period is extended beyond the anticipated closing date of 14 April 2010.
Event and Date
Offer opening date: 9 March 2010
BarwaBarwa and AlaqariaAlaqaria EGMs: 30 March 2010
Closing date for acceptance of the Offer: 14 April 2010
Announcement by BarwaBarwa of acceptance levels, and suspension of:
trading in AlaqariaAlaqaria Shares*: 15 April 2010
Effective date of the Proposed Transaction: 29 April 2010
Expected date of listing of the new BarwaBarwa shares**: 29 April 2010
Expected date of crediting of the new BarwaBarwa shares: 29 April 2010
* Subject to the Offer becoming unconditional in all respects, it is expected that trading in the AlaqariaAlaqaria shares will not be resumed following the indefinite suspension of trading expected to occur on or about 15 April 2010.
** The timetable for listing depends on the date on which the Offer becomes unconditional in all respects. It is expected that listing will become effective and dealings in the shares are expected to commence within 15 days following the closing date.
OTHER INFORMATION
If you are a BarwaBarwa or AlaqariaAlaqaria shareholder and have any questions about the Proposed Transaction, please see www.barwa-alaqaria-merger.com or call the AlaqariaAlaqaria Transaction Helpline on 800 1090 (if you are an AlaqariaAlaqaria shareholder) or the BarwaBarwa Transaction Helpline on 499 2042 or 499 2048 (if you are a BarwaBarwa shareholder).
Goldman Sachs International and The First Investor Q.S.C.C. are acting as financial advisers to BarwaBarwa, and J.P. MorganJ.P. Morgan is acting as financial adviser to AlaqariaAlaqaria. Linklaters LLP and Hassan Al Khater Law Office are acting as legal advisers to BarwaBarwa, and White & Case LLP and Badri and Salim El Meouchi Law FirmBadri and Salim El Meouchi Law Firm LLP are acting as legal advisers to AlaqariaAlaqaria.
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ABOUT BARWA
BarwaBarwa is one of the premier organizations in the State of Qatar. As the name "BarwaBarwa" or "Contractual Commitment" suggests, we are inspired by our vision of a glowing future for Qatar.
BarwaBarwa was established in 2005 and was listed on the Doha Securities Exchange (renamed as Qatar Exchange) in 2006. BarwaBarwa's total shareholders' equity was QR 5.3 billion and total assets were QR 29.6 billion as of 30 September 2009.
Further information on BarwaBarwa is set out in the Offer Document.
ABOUT ALAQARIA
AlaqariaAlaqaria
is a Qatari public shareholding company, with diversified activities in the real estate sector in the State of Qatar, and the largest real estate developer in the industrial cities of Qatar.AlaqariaAlaqaria was established in 1995. The Company was one of the first to be listed on the Doha Securities Exchange (renamed as Qatar Exchange) and is rated Baa1 by Moody's and BBB+ by Fitch. AlaqariaAlaqaria's total shareholders' equity was QR 2.0 billion and total assets were QR 6.6 billion as of 30 September 2009.
Further information on AlaqariaAlaqaria is set out in the Offer Document.
CONTACTS
For more information on Barwa
Citigate Dewe Rogerson
Seb Hoyle / Ayman Hammamieh +974 452 8335
For more information on Alaqaria
Capital MS&L
Patrick Forbes / Farris Bukhari +974 588 5345
IMPORTANT NOTICES
This announcement does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Offer or otherwise. AlaqariaAlaqaria shareholders are advised to read carefully the Offer Document which sets out the full terms and conditions of the Offer, including details of how the Offer may be accepted.
Goldman Sachs International which is authorised and regulated by the Qatar Financial Centre Regulatory Authority in the Qatar Financial Centre and by the Financial Services Authority in the United Kingdom, is acting exclusively as financial adviser to BarwaBarwa and for no one else in connection with the proposed transaction and will not be responsible to anyone other than BarwaBarwa for providing the protections afforded to clients of Goldman Sachs International or for providing advice in relation to the transaction, or matters referred to in this announcement or the Offer Document.
The First Investor Q.S.C.C. which is authorised and regulated by the Qatar Central Bank, is acting exclusively as financial adviser to BarwaBarwa and for no one else in connection with the proposed transaction and will not be responsible to anyone other than BarwaBarwa for providing the protections afforded to clients of The First Investor Q.S.C.C. or for providing advice in relation to the transaction, or matters referred to in this announcement or the Offer Document.
J.P. MorganJ.P. Morgan, which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting exclusively as financial adviser to AlaqariaAlaqaria and for no one else in connection with the proposed transaction and will not be responsible to anyone other than AlaqariaAlaqaria for providing the protections afforded to clients of J.P. MorganJ.P. Morgan or for providing advice in relation to the transaction, or matters referred to in this announcement or the Offer Document.
BarwaBarwa is not taking any action to make the Offer to persons in any jurisdiction outside Qatar (save in respect of certain pre-identified shareholders). Further details in relation to overseas AlaqariaAlaqaria shareholders (including the pre-identified shareholders) are contained in the Offer Document. Accordingly, copies of this announcement must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction other than Qatar. Persons receiving this announcement (including custodians, nominees and trustees) should observe these restrictions and should not send or distribute this announcement in, into or from any such jurisdictions.
[1] Based on a share price of QR33.00 for BarwaBarwa and QR27.80 for AlaqariaAlaqaria as at 7 January 2010 (the trading day prior to the announcement of the initial terms of the Proposed Transaction), and an exchange rate of USD 1 = QR3.64 as at 7 January 2010
© Press Release 2010
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