Talaat Mostafa Group Holding Company ("TMG" or "the company"), the leading Egyptian community real estate developer, today announces its intention to proceed with an Initial Public Offering ("IPO") of shares and listing of these shares on the Cairo and Alexandria Stock Exchange ("CASE").

The offer

The base offering will consist of 295 million ordinary shares. The shares will be 56% primary and 44% secondary. In addition, up to 50 million primary shares maybe issued by the company as part of the over allotment option and a further 50 million secondary shares may be sold at the discretion of the underwriters.

  • The preliminary prospectus for the IPO will be published today. The price range is EGP10.60 to EGP12.60 per ordinary share, implying a value range for the offering of EGP3.1 billion to EGP3.7 billion.

  • The proceeds of the primary component of this offer will be used to fund current and potential projects in Egypt and the Region.

  • EFG Hermes and HSBC have been appointed as joint global coordinators and joint bookrunners for the offering.

Commenting on the intention to seek a listing of TMG's shares, Mr Hisham Talaat Mostafa, Executive Chairman said;

"Over the last twenty years, TMG has built an unparalleled reputation for high quality, large scale developments within Egypt. We have become the industry leader in Egypt through our focus on project origination, development skills and sales expertise. The economic background for our business is expected to remain buoyant and we intend to take part in this growth fully. For this reason, we look forward to presenting our exciting prospects to investors across the world and hope that they will share our confidence in the future."

-Ends-

About TMG Holding Company
Talaat Mostafa Group Holding Company was created in April 2007 through a restructuring process, undertaken to simplify the group structure in preparation for the IPO.  Following the successful completion of swap arrangements in September and October 2007, TMG now owns over 98% stakes in Arab Company for Urban Development and Projects S.A.E., San Stefano Real Estate S.A.E., the Alexandria Company for Real Estate S.A.E. and Alexandria Company for Urban Developments and Projects S.A.E.

TMG develops large-scale city and community complexes, which are mainly located on the outskirts of Cairo, to meet the growing demand for quality housing within commuting distance from the central business district of Cairo. TMG also develops hotel complexes which include residential apartments and/or villas and, in most cases, office and shopping areas.

The company's largest development to date is Madinaty, located 30 to 40 minutes by car from Heliopolis and Cairo City respectively. It comprises a land area of 33.6 million square metres with a proposed residential capacity of 600,000 people. Sales commenced at Madinaty in 2006 and the project is expected to complete in 2023.

TMG's strategy is to focus on developing its existing projects and, where appropriate, to accelerate the phasing of its future developments depending on the level of demand. It will look to secure new projects within the MENA region where the demographics are similar to Egypt and where TMG is able to apply its business model. The proceeds of this offering will be used to fund current and potential projects in Egypt and the region.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.  No public offering of the securities will be made in the United States.

Notes to Editors
The business is involved in large scale real estate and hotel and resorts development within Egypt. It was founded in 1988 by Hisham Talaat Mostafa who is Executive Chairman of the company.

The company's largest development to date is Madinaty, located 30 to 40 minutes by car from Heliopolis and Cairo City respectively. It comprises a land area of 33.6 million square metres with a proposed residential capacity of 600,000 people. Sales commenced at Madinaty in 2006 and the project is expected to complete in 2023.

TMG is also developing Al Rehab I and II, located close to Madinaty, comprising almost 10 million square metres and expected to complete between 2011 and 2017; Al Rabwa I and II, located in El Sheikh Zayed City, comprising over 2 million square metres with stage I complete and stage II expected in 2012; and a joint venture development in Saudi Arabia, expected to comprise almost 6 million square metres.

The company is involved in the development of hotels and resorts. The current operational hotels are operated under the "Four Seasons" brand name. All of the hotels in TMG's portfolio are five star rated. It has three hotels in operation currently; The Four Seasons Sharm El Sheikh, the Four Seasons Nile Plaza and the San Stefano Grand Plaza. TMG has a further two hotels under development; the Nile Hotel which is expected to open in 2008 and the Marsa Alam.

Following the successful completion of swap arrangements with its operating subsidiaries, TMG now owns 99.9% of the equity within Arab Company for Urban Development and Projects S.A.E, 98.4% of the equity within San Stefano Real Estate S.A.E., 98.6% of the equity within Alexandria Real Estate S.A.E. and 100% of Alexandria Company for Urban Developments and Projects S.A.E.

Two of the subsidiaries, Alexandria Real Estate S.A.E. and San Stefano Real Estate S.A.E. required the offer of a cash alternative to minority shareholders. On completion of the arrangement, 99.7% of the underlying equity was acquired through share swaps.

As a function of this restructuring, TMG controls a 51.3% economic interest in the Arab Company for Tourism and Investment ("ICON") which, in turn, holds equity stakes in four hotels either in operation or under development. 

The offering will be made in Egypt, to qualified institutional and retail investors under the Capital Markets Law, the Executive Regulations of the CMA, in certain other jurisdictions in accordance with applicable laws and regulations and to institutional investors in a number of jurisdictions including in the United States to qualified institutional investors under the Rule 144A of the United States Securities Act 1933. 

Contacts
Talaat Mostafa Group Holding Company
Jihad Sawaftah                    
+202 3335 5708

Momentum Public Relations
Ben Castree                         
+971 4 390 1630

Disclaimer
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to US persons unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.  No public offering of the securities will be made in the United States.

This communication is being distributed only to, and is directed at (a) persons outside the United Kingdom, persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), and (c) high net worth entities and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents. Stabilisation/FSA.

This communication is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (the "Directive") and/or Part VI of the United Kingdom Financial Services and Markets Act 2000. A final form prospectus, which will not be complaint with the directive, will be prepared. Investors should not subscribe for any securities referred to in this document except on the basis of information contained in the final form prospectus.

In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the Prospectus Directive. 

The offering and the distribution of this announcement and other information in connection with the offering may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This communication includes "forward-looking statements."  All statements other than statements of historical facts included in this communication, including, without limitation, those regarding TMG's financial position, business strategy, plans and objectives of management for future operations (including development plans and objectives) are forward-looking statements.  Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of TMG to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements.

Such forward-looking statements are based on numerous assumptions regarding TMG's present and future business strategies and the environment in which TMG will operate in the future.  These forward-looking statements speak only as of the date of this communication.  TMG expressly disclaims any obligations or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any changes in TMG's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Information in this communication cannot be relied on as a guide to future performance. The price and value of the securities can go down as well as up.  Persons needing advice should contact a professional adviser.

© Press Release 2007