Offering Memorandum & Subscription Forms now available
Abu Dhabi, 10 January 2015: The Shareholders Committee of Massar Solutions PJSC
("Massar" or the "Company"), a market leader in fleet solutions, vehicle rental and supply chain solutions in the United Arab Emirates ("UAE"), is pleased to confirm that, further to announcing the Company's intention to float, eligible investors will be able to subscribe for shares with effect from Sunday 11th January 2015. The subscription period will last for 2 weeks and will close on Sunday 25th January 2015.
Massar also announces that copies of the Offering Memorandum and Subscription Forms in relation to the offer for sale of 240 million ordinary shares of the Company are now available at all UAE branches of the Receiving Banks, namely: National Bank of Abu Dhabi P.J.S.C, Abu Dhabi Islamic Bank P.J.S.C, Dubai Islamic Bank P.J.S.C, First Gulf Bank P.J.S.C and Union National Bank P.J.S.C
Eligible investors can also download the Offering Memorandum, historical financial statements, Articles of Assocaition and Subscription Forms (in English and Arabic) by visiting the Company's IPO Centre on its website www.massarsolutions.ae/ipocentre
Further information on the Offer is set out below.
Key offer highlights:
The Selling Shareholders are offering 240 million ordinary shares (the "Offer Shares") in the share capital of the Company, representing 40% of the Company's total share capital. The offer price is AED 2.40 ("Offer Price") per Offer Share. Abu Dhabi Investment Company (Invest AD) and Abu Dhabi National Energy Company P.J.S.C (TAQA) (together the "Selling Shareholders") own 51% and 49% of the Shares respectively and are selling 120 million Offer Shares each.
The Offer Shares will be allocated through two tranches:
- The first tranche is open to individuals (natural persons) who are UAE nationals with a minimum subscription of 5,000 Offer Shares. The first tranche comprises a total of 48 million Offer Shares representing 20% of the Offer.
- The second tranche is open to individuals (natural persons) who are UAE nationals, sole proprietorships and companies owned 100% by UAE nationals, public bodies and authorities of the federal government of the UAE or any one of the Emirates, including the EIA pursuant to the UAE Council of Ministers' Resolution No. 8 of 2006, with a minimum subscription of 1,001,000 Offer Shares. The second tranche comprises a total of 192 million Offer Shares representing 80% of the Offer.
Applicants who wish to apply for Offer Shares need to ensure that they have an up-to-date National Investor Number registered through Abu Dhabi Securities Exchange ("ADX").
Subscription for shares will open on 11 January 2015 and will close on 25 January 2015. Following the Offer and the completion of the sale process, Massar will apply to list its Shares on the ADX.
The offer proceeds will be paid to the Selling Shareholders, as is standard for a share sell-down.
Macquarie Capital Middle East LLC and National Bank of Abu Dhabi P.J.S.C have been appointed as Joint Financial Advisers. National Bank of Abu Dhabi P.J.S.C is acting as Sole Lead Manager and Lead Receiving Bank. Abu Dhabi Islamic Bank P.J.S.C, Dubai Islamic Bank P.J.S.C, First Gulf Bank P.J.S.C and Union National Bank P.J.S.C are acting as Receiving Banks in connection with the Offer. Allen & Overy LLP is acting as Legal Adviser to the Company and the Shareholders Committee and Latham & Watkins LLP is acting as Legal Adviser to the Joint Financial Advisers and Lead Receiving Bank.
Public Relations Manager
Archie Berens 055 559 7407
Layla Haroon 055 636 0425
Rima Ali 055 559 7414
The contents of this announcement have been prepared by and are the sole responsibility of Massar Solutions PJSC. (the "Company") and the Abu Dhabi Investment Company and Abu Dhabi National Energy Company PJSC (together, the "Selling Shareholders").
The information contained in this announcement is for background purposes only and does not purport to be full or complete. This document is not an offer of shares in the Company ("Shares") for sale or a solicitation of an offer to purchase the Shares in the United Arab Emirates (the "UAE"), the Dubai International Financial Centre (the "DIFC") and/or elsewhere. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
The distribution of this announcement 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 announcement does not constitute or form a part of any offer to sell or solicitation of an offer to purchase or subscribe for the Shares in the United States, Australia, Canada, Japan, any member state of the European Economic Area or any other jurisdiction in which such offer or solicitation is unlawful. Any offer to acquire the Shares will be made, and any investor should make his investment, solely on the basis of information that will be contained in an offering memorandum to be published in connection with such offering. However, these materials (including the offering memorandum) do not constitute or form a part of any offer to sell or solicitation of an offer to purchase or subscribe for the Shares where such offer or sale would be unlawful.
The Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States. The Shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of securities in the United States or any other jurisdiction other than the UAE.
This announcement does not contain or constitute a financial promotion, offer, sale or delivery of shares or other securities under DIFC Markets Law (DIFC Law No. 12 of 2004), as amended or under the Markets Rules of the Dubai Financial Services Authority.
Any purchase of Shares in the proposed initial public offering by the Company (the "Offering") should be made solely on the basis of the information contained in the final Offering Memorandum to be issued by the Company in connection with the Offering (the "Offering Memorandum"). No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
The Offering timetable, including the date of admission of the Company to the Abu Dhabi Securities Exchange ("Admission"), may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward- looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts and involve predictions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Companys current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Group's business, results of operations, financial position, liquidity, prospects, growth or strategies. Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.
Each of Macquarie Capital Middle East LLC and National Bank of Abu Dhabi PJSC (the "Joint Financial Advisers"), and the Company, the Selling Shareholders and their respective affiliates and advisers expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
The Joint Financial Advisers are acting exclusively for the Company and the Selling Shareholders and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, each of the Joint Financial Advisers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Offering Memorandum, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Joint Financial Advisers any of their affiliates acting as investors for their own accounts. In addition, certain of the Joint Financial Advisers or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Joint Financial Advisers nor any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. The approval of the Securities and Commodities in connection to the Offering and the Offering Memorandum shall neither be deemed as an approval of the investment feasibility, the valuation contained in this Offering Memorandum or the valuation of the Independent Valuer nor a recommendation to apply for the purchase shares in the Company.
Neither of the Joint Financial Advisers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
If you do not understand the contents of this document you should consult an authorised financial adviser.
© Press Release 2015