Publication of price range prospectus and Offer price range of US$ 1.50 to US$ 1.85 per share and of US$ 7.50 to US$ 9.25 per GDR
Dubai, London 6 April 2008 - Depa Limited ("Depa" or "The Company"), a leading provider of interior contracting services in the Middle East and North Africa, today announces the commencement of the initial public offering (the "Offering") of up to 278,906,161 Depa shares (including the Over-Allotment Option) in the form of shares and global depositary receipts ("GDR"), each representing five shares, with an indicative price range of US$ 1.50 to US$ 1.85 per share and US$ 7.50 to US$ 9.25 per GDR. Morgan Stanley will be acting as Sole Global Coordinator, Joint Bookrunner and Joint Lead Manager, UBS Investment Bank will be acting as Joint Bookrunner and Joint Lead Manager and Global Investment House and The National Investor will be acting as Joint Lead Managers (together the "Managers"). Depa has granted Morgan Stanley, UBS Investment Bank, Global Investment House and The National Investor an over-allotment option to purchase up to 25,355,106 shares at the offer price (the "Over-Allotment Option").
Offering highlights
- The Offering represents approximately 41 per cent of the issued share capital of the Company (or approximately 43 per cent if the Over-Allotment Option is exercised in full). The bookbuilding and roadshow will begin on the 6th of April and the Company will meet investors in Europe, Middle East, US and Asia.
- Depa intends to use the net proceeds it receives pursuant to the Offering to establish new joineries and other manufacturing factories in new markets as well as markets in which it already operates; acquisitions of companies operating in the interior contracting and procurement fields; acquisitions of joinery and other manufacturing factories; working capital needs; and other general corporate purposes.
- The UAE Retail Offering is open to nationals of the United Arab Emirates (the "UAE") or other Gulf Co-operation Council ("GCC") countries, UAE residents with a valid residency visa; corporate entities organised under the laws of the UAE or another GCC country; and certain employees of the Company and its direct and indirect subsidiaries, who in each case, hold a brokerage account with one of the Participating Brokers and apply for Shares pursuant to the UAE Retail Offering in person in the UAE or through an authorised representative applying in person in the UAE ("Eligible Applicants"). The Participating Brokers for the UAE Retail Offering are Al Dhabi Brokerage LLC, Daman Securities, Direct Broker for Financial Services ("Mubasher"), EFG Hermes UAE Limited, Emirates Securities, First Gulf Financial Services, Mashreq Securities, Rasmala Financial Brokerage and Makaseb Islamic Financial Services (the "Participating Brokers"). Mubasher will be accepting subscriptions from Eligible Applicants who are not nationals of the UAE or who are employees of the Company or its direct or indirect subsidiaries.
- Hard copies of the UAE Retail Prospectus and of full Prospectus will be available from Mashreq Bank, (the Lead Receiving Bank) or any of the Participating Brokers listed above. The latest time for subscription orders to be placed with the above Participating Brokers is on or around the 13th of April 2008. The announcement of the Offer Price and allocations is expected to be on or around the 18th of April 2008.
Abdullah Al Mazrui, Chairman, Depa commented: "The price range reflects our enviable track record and the attractive growth trends we are seeing across all our core markets. We are excited about this next stage in Depa's development and look forward to welcoming interest from both local retail investors and international institutions."
Mohannad Sweid, Chief Executive Officer, Depa, said: "We will use the new proceeds we plan to raise to enter new markets and further strengthen our position in existing markets through acquisitions in line with our strategy of vertically integrated manufacturing and procurement. Depa has an solid financial track record and investors will benefit from a high level of contracted backlog and a high quality project pipeline."
-Ends-
About Depa
Depa is a leading provider of interior contracting services in the Middle East and North Africa ("MENA"). Depa operates principally in the luxury fit-out sector with a focus primarily on the hospitality, commercial and residential property, airport, retail, yacht, theming and specialist fit-out sectors. In addition, Depa is also a provider of manufactured products and procurement services, with a specific focus on customised furniture, fixtures and equipment (FF&E), which it provides to third parties and uses in in-house operations.
Fit-out includes the installation of interior walls, ceilings, floors, doors and frames, joinery and metal work. Furniture and fixtures include consoles, tables, chairs, upholstery, carpets, curtains, lighting and bedding items.
Depa has been providing interior contracting services since 1996 and has established a strong reputation and long term relationships within the industry and markets in which it operates through executing large and complex projects. These projects include the fit out of Burj Dubai, the Burj Al Arab Hotel and Emirates Palace Hotel in the UAE, the Museum of Islamic Art in Qatar, the Four Seasons Hotel in Egypt, the Four Seasons Hotel in Mumbai, India and the Mazagan Hotel in Morocco.
Depa expects its track record and existing relationships with developers, such as Kerzner, Nakheel and Emaar, and hotel operators, such as Fairmont, Four Seasons and InterContinental, to allow it to grow with its clients into new geographic markets and provide a strong pipeline of potential future projects.
Depa operates through an integrated network of subsidiaries, affiliates and representative offices located in the UAE, Saudi Arabia, Qatar, Egypt, Jordan, Morocco, Libya, India, Malaysia, Thailand, China, Singapore, the UK, the Netherlands and the US. Through this network, Depa has successfully executed projects in over 15 countries. Depa's market leading position in the MENA region combined with the uniquely integrated product and service offerings should allow it to benefit from future growth in these markets.
Depa's vertically integrated structure with in-house operations at several points in the manufacturing and procurement supply chain supports its interior fit-out services. This structure allows it to control costs, ensure access to and timely delivery of materials and products and maintain quality control over materials used; enables it to better capture upstream profits; serves to minimise exposure to variable contract pricing risks; and serves as a differentiating factor from many of Depa's competitors.
Depa has experienced significant growth over recent years. This growth has been achieved, in part, through the establishment of operations in a number of jurisdictions and through acquisitions and entering into new joint ventures. Depa has established new operations in a number of new geographic markets including Saudi Arabia, Qatar, Morocco, India and Libya. It has also acquired stakes in a joinery and manufacturing businesses, a procurement company and specialised interior fit-out businesses; which has facilitated the continuing backward integration of the supply chain.
Depa's senior management team each have between 10 and 25 years experience in the interior contracting industry within the MENA region as well as in other markets. As a result of this experience, Depa believes that the existing management team is well positioned to drive the performance of the business forward.
Depa has highly skilled and flexible work force of approximately 7000 employees enabling it to meet project deadlines, control costs, and adequately staff projects, as required, and reducing exposure from labour or subcontractor shortages in the markets in which Depa operates. The strength of the workforce ideally positions Depa to best take advantage of future growth.
About Financials
Over the last three years Depa (including its predecessor companies) has achieved compound annual sales growth rate of 124%. Depa benefits from a diversified revenue mix from over 15 countries with 18.5% of revenues derived outside the UAE.
Contract income for the year ended 31 December 2007 increased 35.5% to AED 1,419.8 million (2006: AED 1,048.1 million). Net profit attributable to equity holders in the same period increased 72.2% to AED 160.5 million (2006: AED 93.2 million).
Depa continues to seek to reduce overall operating risk, optimise growth and increase profits by diversifying revenue base through strategic acquisitions of, or investments in, businesses in both new geographic markets as well as those offering products and services outside the current portfolio.
As a public company, Depa intends to pursue a progressive dividend policy.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus to be published by Depa Limited (the "Company") in due course in connection with a primary listing of its shares on the Dubai International Financial Exchange ("DIFX") and a listing of global depositary receipts ("GDR's") on the London Stock Exchange plc (the "Prospectus"). Copies of the Prospectus will, following publication, be available from the Company's registered office, the London offices of Morgan Stanley and UBS Investment Bank and the offices of Allen & Overy LLP, Suite 101/202, Level 2, The Gate Village Building GV08, Dubai International Financial Centre, Dubai, UAE.
This announcement and the information contained herein is not for publication, distribution or release in, or into, directly or indirectly, the United States, Canada, Australia, Japan, the Dubai International Financial Centre or to US persons (as such term is defined in Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")). The information contained herein does not constitute an offer of securities for sale or solicitation of an offer to purchase securities in any jurisdiction, including in the United States, Australia, Canada, Japan or the Dubai International Financial Centre.
Neither the DIFX, the Dubai Financial Services Authority ("DFSA") nor any other listing authority, regulator nor exchange has, at the date of this announcement, approved the proposed listing of shares and GDRs in the Company. The listing of shares on the DIFX is subject to the prior approval of the DIFX and the confirmation of no objection from the DFSA and the listing of the GDRs on the London Stock Exchange is subject to prior approval of the relevant UK authorities.
No offer or invitation to acquire securities in the Company is being made by or in connection with this announcement. Any such offer will be made solely by means of the Prospectus to be published in due course and any supplement or amendment thereto and any acquisition of securities should be made on the basis of the information contained in such Prospectus.
This announcement does not constitute a recommendation concerning the offering. The value of securities can go down as well as up. Past performance is not a guide to future performance. Potential investors should consult a professional adviser as to the suitability of any offering for the person concerned.
The shares and the GDRs of Depa Limited will not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such term is defined in the Securities Act) unless registered under the Securities Act or pursuant to an exemption from such registration. The shares and GDRs have not been and will not be registered under the Securities Act and no public offering of the shares or GDRs will be made in the United States.
This document is only being distributed to and is only directed at persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any shares or GDRs will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares or GDRs of Depa Limited will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
Certain statements, beliefs and opinions in this document, including those related to the Offering, are forward-looking, which reflect the Company's current expectations and projections about future events. These statements typically contain words such as "anticipate", "assume", "believe", "expect", "plan", "intend" and words of similar substance. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Statements contained in this document regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Neither the Company nor any other person undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak only as of the date of this document. No statement in this document is intended to be a profit forecast.
Morgan Stanley and UBS investment bank are acting exclusively for depa and no one else in connection with the offering. They 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 DEPA for providing the protections afforded to their clients nor for giving advice in relation to the offering or any transaction, arrangement or other matter referred to in this announcement
For further information, please contact:
Depa Limited
Tel: +971 4 224 3800
Mohannad Sweid,
Chief Executive Officer
Noor El Solh,
Managing Director of Strategy
Eyad Abdelrahim,
Managing Director of Finance
Website: www.depa.com
Morgan Stanley
Tel: +971 4 363 4800
Robert Foster
Edmund Higenbottam
Giuseppe Cosulich
UBS Investment Bank
Tel: +44 20 7568 1000
Bilal Mekkaoui
Mahmoud Abdulhadi
Deepak Sran
Global Investment House
Tel: +965 240 0551
Ashish Datar
Pratik Agarwal
Samer Abbouchi
The National Investor
Tel: +971 2 619 2300
Kashif Zia
Nadim Nahouli
Mashreq Bank
Tel: +971 4 363 2415
Avneesh Mishra
Head of Investment Services
Brunswick Gulf Ltd
Tel: + 971 4 365 8260
Rupert Young
Azadeh Varzi
Jeehan Balfaqaih
Brunswick Group LLP
Tel: +44 20 7404 5959
Kate Holgate
Laura Cummings
© Press Release 2008
