GLOBAL MENA FINANCIAL ASSETS LIMITED

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. When considering what action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other professional adviser duly authorised in your jurisdiction. If you have sold or otherwise transferred all of your ordinary shares of no par value (the Shares ) in the capital of Global MENA Financial Assets Limited (the Company ), you are requested to forward this document and the accompanying documents to the buyer or transferee or the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to such buyer or transferee. GLOBAL MENA FINANCIAL ASSETS LIMITED (a closed-ended investment company incorporated and registered in Guernsey under the Companies (Guernsey) Law 2008 as amended with registered no ) PUT OPTION SETTLEMENT and NOTICE OF EXTRAORDINARY GENERAL MEETING Your attention is drawn to the letter from the Chairman of the Company, set out on pages 6 to 9 of this document, which includes a recommendation from the Board (as defined on page 3 of this document) that you vote in favour of the Resolutions (as defined on page 5 of this document) to be proposed at the Extraordinary General Meeting referred to below. A notice convening the Extraordinary General Meeting of the Company to be held at Arnold House, St. Julian s Avenue, St. Peter Port, Guernsey, GY1 3NF, The Channel Islands at 10 a.m. (GMT) on 29 October 2009 is set out at the end of this document. Whether or not you propose to attend the Extraordinary General Meeting, you are requested to complete and return the accompanying Form of Proxy (as defined on page 3 of this document) in accordance with the instructions printed thereon to the Company s registrars, Capita Registrars Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom as soon as possible and, in any event so as to arrive not later than 10 a.m. (GMT) on 27 October Evolution Securities Limited is acting exclusively for the Company and for no-one else in connection with the Put Option Settlement and the Put Option Renewal (both of which are described in this document) and will not regard any other person as its client nor be responsible to anyone other than the Company for providing the protections afforded to the clients of Evolution Securities Limited nor for providing advice in connection with the Put Option Settlement and the Put Option Renewal or any other matter referred to in this document and any accompanying documents. Evolution Securities Limited is authorised and regulated by the Financial Services Authority in respect of regulated activities.

2 CONTENTS Page CONTENTS 2 EXPECTED TIMETABLE 2 DEFINITIONS AND GLOSSARY 3 PART I LETTER FROM THE CHAIRMAN 6 PART II RISK FACTORS 10 PART III ADDITIONAL INFORMATION 12 NOTICE OF EXTRAORDINARY GENERAL MEETING 16 EXPECTED TIMETABLE Latest time and date for receipt of Form of Proxy for the Extraordinary General Meeting Extraordinary General Meeting to consider the Resolutions a.m. (GMT), 27 October 10 a.m. (GMT), 29 October 2

3 DEFINITIONS AND GLOSSARY The following definitions apply throughout this document and in the accompanying Form of Proxy, unless the context otherwise requires: Admission 18 July 2008, being the date the Company completed its initial public offering of the Shares, which were admitted to the Official List of the Financial Services Authority and to trading on the London Stock Exchange plc s main market for listed securities AFB Asian Finance Bank Berhad, a company incorporated under the laws of Malaysia AGM the Annual General Meeting, held on 2 September 2009 Al Manar Al Manar Financing & Leasing Co. K.S.C.C., a closed shareholding company incorporated under the laws of the State of Kuwait Al Soor Annual Report Articles BMI Al Soor Financing & Leasing Co. K.S.C.C., a closed shareholding company incorporated under the laws of the State of Kuwait the annual report and consolidated financial statements of the Company for the period from incorporation on 2 June 2008 to 31 March 2009, as published on 31 July 2009 the articles of incorporation of the Company BMI Bank B.S.C. (previously Bank Muscat International), a closed joint stock company incorporated under the laws of the Kingdom of Bahrain Board or Directors the board of directors of the Company, whose names are set out on page 6 of this document and Director shall mean any one of them Capita Registrars Capita Registrars Limited Chairman Hisham Al Otaibi Company Global MENA Financial Assets Limited, a closed-ended investment company incorporated and registered in Guernsey under the Companies (Guernsey) Law 2008 (as amended) with registered number Dar Al Tamleek Dar Al Tamleek Co. (also known as Saudi Housing Finance Company), a mortgage finance company incorporated and based in the Kingdom of Saudi Arabia Disclosure and Transparency Rules Expiry Date Extraordinary General Meeting or EGM Financial Assets Bahrain Financial Services Authority Form of Proxy the Disclosure and Transparency Rules of the Financial Services Authority has the meaning given to it on page 7 of this document the extraordinary general meeting of the Company to be held at Arnold House, St. Julian s Avenue, St. Peter Port, Guernsey, GY1 3NF, The Channel Islands at 10 a.m. (GMT) on 29 October 2009, notice of which is set out on page 16 of this document Financial Assets Bahrain W.L.L., a limited liability company incorporated under the laws of the Kingdom of Bahrain and registered with the Ministry of Industry and Commerce with registered number 69198, and a wholly-owned subsidiary of the Company the Financial Services Authority of the UK in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of admission to the Official List otherwise than in accordance with Part VI of FSMA the form of proxy accompanying this document for use in connection with the EGM 3

4 FSMA the Financial Services and Markets Act 2000 of England and Wales, as amended Global Global Investment House K.S.C.C., a closed shareholding company incorporated under the laws of the State of Kuwait and registered with the Ministry of Commerce and Industry with registration number Global Bahrain Group GTIC Independent Shareholders Global Investment House B.S.C., a closed joint stock company incorporated under the laws of the Kingdom of Bahrain and registered with the Ministry of Industry and Commerce with registration number 51089, and a subsidiary of Global the Company and its subsidiaries, Financial Assets MENA W.L.L. and Financial Assets Bahrain Gulf Takaful Insurance Company K.S.C.C., a closed shareholding company incorporated under the laws of the State of Kuwait the Shareholders, other than Global and its associates IBK Industrial Bank of Kuwait K.S.C.C., a closed shareholding company incorporated under the laws of the State of Kuwait Initial Portfolio Investment Manager Kuwait Dinar or KD Latest Practicable Date Listing Rules MENA region murabaha Official List Prospectus Put Option Put Option Agreement AFB, Al Manar, Al Soor, Bindar Trading & Investment Company, BMI, GTIC, IBK and Jordan Trade Facilities Co. Global Capital Management Ltd., a Cayman Islands exempted company, and a wholly-owned subsidiary of Global Kuwaiti Dinars, the lawful currency of the State of Kuwait 25 September 2009, being the latest practicable date prior to the posting of this document the Listing Rules of the Financial Services Authority the Middle East and North Africa region, comprising the following countries: Algeria, Bahrain, Egypt, Iraq, Jordan, Kuwait, Lebanon, Libya, Morocco, Oman, Qatar, Saudi Arabia, Tunisia, United Arab Emirates and Yemen as well as Turkey a structure used in the Islamic finance industry to allow a financier effectively to lend money to a customer and make a return on such financing which is in compliance with Shari ah principles; a murabaha transaction involves the financier buying certain assets and then selling these assets to the customer at a mark-up on deferred payment terms. The customer can either keep the assets or sell them immediately at spot. The customer will have to pay the financier the sale price (which will include the mark-up) on the agreed deferred payment date; in many instances, the customer will not look to keep the assets and the assets are simply used as a means of achieving a financing the official list of the UK Listing Authority the prospectus dated 15 July 2008, in relation to the listing of the Company s Shares on the Official List the option granted by Global to the Company pursuant to the Put Option Agreement to transfer (or procure the transfer of) all of the Unlisted Portfolio Companies to Global at a price equal (or equivalent) to the consideration paid in respect of the original transfer thereof to the Company on or around Admission the put option agreement dated 15 July 2008 made between the Company and Global pursuant to which Global granted the Put Option to the Company 4

5 Put Option Renewal Put Option Settlement Put Option Variation and Termination Agreement Resolutions Sale and Purchase Agreement Shares Shareholders Shari ah Unlisted Portfolio Companies US dollars or $ the proposed renewal of the Put Option pursuant to the Put Option Variation and Termination Agreement, if the Put Option Settlement is not approved by the Independent Shareholders, as described in this document the proposed settlement between the Company and Global relating to the proposed termination of the Put Option Agreement pursuant to the Put Option Variation and Termination Agreement, as described in this document the conditional variation and termination agreement dated 17 July 2009 made between the Company and Global relating to the Put Option Agreement, as described in more detail in this document the resolutions set out in the notice of EGM as set out on page 16 of this document the sale and purchase agreement dated 15 July 2008 made between the Company and Global relating to the transfer by Global to the Company or its subsidiaries of shares in the companies comprising the Initial Portfolio and details of which are summarised in Part 7 (Additional Information) of the Prospectus which is incorporated into this document by reference, as set out in paragraph 8 of Part III of this document ordinary shares of no par value in the capital of the Company holders of the Shares and Shareholder shall mean any of them the divine Islamic law as revealed in (i) the Qur an, which is the holy book of Islam, (ii) the sunna, or binding authority of the dicta and decisions of the Prophet Mohammed, (iii) ijma, or consensus of the community of Islamic scholars, and (iv) the qiyas, or analogical deductions and reasoning of the Islamic scholars with respect to the foregoing the six unlisted companies forming part of the Initial Portfolio acquired by the Company from Global on or around Admission pursuant to the Sale and Purchase Agreement and details of which are summarised on pages 42 to 60 of the Annual Report which is incorporated into this document by reference, as set out in paragraph 8 of Part III of this document US dollars, the lawful currency of the United States of America 5

6 PART I LETTER FROM THE CHAIRMAN GLOBAL MENA FINANCIAL ASSETS LIMITED (a closed-ended investment company incorporated and registered in Guernsey under the Companies (Guernsey) Law 2008 as amended with registered no ) Directors: Maha Al-Ghunaim Anne Ewing Hisham Al Otaibi Kishore Dash To the holders of the Shares Dear Shareholder PUT OPTION SETTLEMENT AND NOTICE OF EXTRAORDINARY GENERAL MEETING Registered Office: Arnold House St. Julian s Avenue St. Peter Port Guernsey GY1 3NF The Channel Islands 28 September 2009 INTRODUCTION On 17 July 2009, the Company announced that it had entered into a conditional variation and termination agreement with Global to terminate the Company s put option relating to certain unlisted assets in consideration for the payment to the Company of $21.26 million by Global. As Global is a significant shareholder in the Company, holding per cent. of the Shares, and Maha Al-Ghunaim is also a director of Global, the arrangement relating to the termination of the put option constitutes a related party transaction under the Listing Rules and is conditional, inter alia, on the approval of the Independent Shareholders at an extraordinary general meeting of the Company. At the Company s AGM, the Shareholders voted against the reappointment of three of the Company s independent directors at that time, Richard Bernays, John Hawkins and Terrence Allen. Subsequently, Anne Ewing and myself were appointed to the Board as independent directors of the Company and I was appointed by the members of the Board as Chairman. The Board, having been advised by Evolution Securities Limited, the Company s financial adviser, consider that the transaction referred to in the Resolutions is fair and reasonable insofar as Shareholders as a whole are concerned. The purpose of this document is to set out the background to, and details of, the Put Option Settlement and the reasons why the Board, having been advised by Evolution Securities Limited, believe it is in the best interests of the Shareholders as a whole and, accordingly, why they recommend that the Independent Shareholders vote in favour of the resolution to approve the Put Option Settlement at the Extraordinary General Meeting of the Company. Enclosed within this document is a notice convening the Extraordinary General Meeting of Shareholders to be held at Arnold House, St. Julian s Avenue, St. Peter Port, Guernsey, GY1 3NF, The Channel Islands at 10 a.m. (GMT) on 29 October 2009 for the purpose of approving these arrangements. You are recommended to read the whole of this document and not rely only on any one part of it. Your attention is drawn to the Risk Factors set out in Part II of this document. BACKGROUND TO THE PUT OPTION The Put Option Agreement At Admission, the Company acquired from Global the Unlisted Portfolio Companies, comprising six unlisted assets, at a cost of $ million. At the same time, Global granted the Company the Put Option over all of the Unlisted Portfolio Companies. The Put Option gave the Company the right to transfer (or procure the transfer of) the shares held by it in all of the Unlisted Portfolio Companies 6

7 to Global at the Put Option exercise price. The Put Option exercise price was equal to the transfer price of such companies at the time of transfer of the Unlisted Portfolio Companies to the Company being $ million. The Put Option was exercisable once only within 30 days following the first anniversary of the date of Admission. Accordingly, the Put Option became exercisable during the 30 day period commencing on 18 July 2009 and ending on the thirtieth day thereafter, being 17 August 2009 (the Expiry Date ). Reasons for the Put Option Settlement Overview The Company acquired the Unlisted Portfolio Companies subject to the Put Option at a cost of $ million in July 2008, before the recent significant issues experienced by financial institutions globally. As a consequence of impaired valuations for financial assets globally, the carrying value of the Unlisted Portfolio Companies had declined by $45.52 million in the period to 31 March 2009, the date to which the audited accounts of the Company were made up. The board at the time the Put Option Variation and Termination Agreement was entered into considered carefully whether it would be in the best interests of the Company to exercise the Put Option. The Board as currently constituted has also considered carefully the Put Option Settlement, taking into account the investment strategy of the Company as a whole, the prospects for the Unlisted Portfolio Companies that would be sold back to Global and the financial position of Global. Investment Strategy The Board remains committed to the Company s investment strategy of which the Unlisted Portfolio Companies form an integral part. The Board believes that the performance of these investments has been affected by events in the global market place as much as by company specific factors, and the overall strategy remains one which the Board believes is capable of securing attractive returns for investors. The Company retains significant cash resources and is in a position to utilise these resources to make further acquisitions in accordance with its investment policy. Performance of the Unlisted Portfolio Companies The Board has carefully considered the current valuation of, and prospects for, the Unlisted Portfolio Companies that were the subject of the Put Option and believes that there is significant value that can be derived from them, a view which is also supported by the Investment Manager. In this regard, the Board notes the recent upturn in global equity markets and the revised valuations provided by the Investment Manager as at 2 August 2009 (as set out in paragraph 4 of Part III of this document), which were significantly higher than those as at 31 March The Board believes that it would be difficult to purchase a portfolio of similar assets in a reasonable timescale should the Put Option be exercised. Consequently, the Board considers the termination of the Put Option on the terms of the Put Option Settlement to be in the best interests of the Company. Further details on the Unlisted Portfolio Companies are set out in paragraph 4 of Part III of this document. The Board notes that the Investment Manager is a wholly-owned subsidiary of Global but does not believe that this has had any effect on the valuations provided by the Investment Manager as at 2 August or their assessment of the Unlisted Portfolio Companies. Financial position of Global The Board has consulted with Global and Global s international financial adviser, HSBC Bank plc, and is satisfied that, had the Company exercised the Put Option in accordance with its terms, there is significant doubt that Global could have met its financial obligations in full under the Put Option Agreement. The Board does not believe that there has been any change to this position in recent weeks. Conclusion In conclusion, the Board believes the Unlisted Portfolio Companies have good prospects and that the investment strategy of the Company is still capable of delivering acceptable returns. It therefore does not wish to exercise the Put Option and has concluded that the payment of a cash sum for its termination represents an attractive outcome for the Company. The transaction allows the Company to retain the Unlisted Portfolio Companies whilst at the same time receiving $21.26 million in cash from Global. 7

8 THE PUT OPTION SETTLEMENT AND THE PUT OPTION RENEWAL On 17 July 2009, the Company entered into the Put Option Variation and Termination Agreement with Global under which it agreed, on the terms and subject to the conditions of such agreement (including, without limitation, Independent Shareholder approval), to waive its right to exercise the Put Option in consideration for the payment to the Company by Global of the sum of $21.26 million, such payment to be made in cash on or prior to 15 September 2009 or, if later, within five business days following the passing of the appropriate Shareholder resolution. The payment amount was determined by reference to certain valuations of the Unlisted Portfolio Companies provided by the Investment Manager and by negotiation between the Company and Global with respect to the matters outlined above. As announced by the Company on 17 July 2009, the Company proposes to distribute the cash received from Global pursuant to the Put Option Settlement by way of a special dividend of approximately 5.3p per Share to Shareholders as soon as practicable and subject to Guernsey companies law, following the Company itself receiving the consideration amount from Global. THE RESOLUTIONS The Company is proposing two resolutions at the EGM. Resolution 1 concerns the termination of the Put Option Agreement. If Resolution 1 is passed, the Put Option Agreement will be automatically terminated and Global will become obliged to pay $21.26 million to the Company. Resolution 2 concerns an amendment of the Put Option Agreement. If Resolution 2 is passed, the Put Option will be renewed and will be capable of exercise by the Company once only within the 30 day period following the passing of that resolution. Resolution 2 is conditional on Resolution 1 not being passed at the EGM. If Resolution 1 is passed, Resolution 2 will have no effect. The Board currently has no intention of exercising the Put Option if renewed in such circumstances but believes it is important to retain the ability to exercise it for as long as possible should circumstances change. In the event Resolution 1 is not passed and Resolution 2 is not passed, the Put Option will expire and will not be renewed and the Company will receive no consideration in respect of its expiry. The Board does not believe that this is in the best interests of the Company. A full summary of the terms and conditions of the Put Option Variation and Termination Agreement is set out in paragraph 1.3 of Part III of this document. ADDITIONAL INFORMATION Your attention is drawn to Part III of this document which sets out certain further information that is required to be disclosed in this document pursuant to the Listing Rules. ACTION REQUIRED As Global is a substantial shareholder of the Company, holding per cent. of the Shares, the Put Option Settlement and the Put Option Renewal each constitute related party transactions under the Listing Rules and require the approval of the Independent Shareholders. Such approval means a simple majority of the votes of those Independent Shareholders present and voting at the Extraordinary General Meeting, in person or by proxy, and whether voted upon by a show of hands or on a poll. Global and Maha Al-Ghunaim are regarded as related parties under the Listing Rules and are not permitted to vote on the Resolutions. Global s associates will not be able to vote on the Resolutions and Global has taken all reasonable steps to ensure that its associates will not vote on the Resolutions. Resolution 1 to be proposed at the EGM is to approve the Put Option Settlement. Resolution 2 is to approve the Put Option Renewal, which will only become effective if passed by the requisite majority in the event that Resolution 1 is not approved by the Independent Shareholders. In the event Resolution 1 is not passed and the Independent Shareholders do not vote in favour of Resolution 2, the Put Option will expire and will not be renewed and the Company will receive no consideration in respect of its expiry. The Board does not believe that this is in the best interests of the Company. For this reason, this document has been sent to each Shareholder and the Independent Shareholders are being asked to vote on the Resolutions. On pages 16 to 17 of this document you will find a notice convening the Extraordinary General Meeting, which is to be held at 10 a.m. (GMT) on 29 8

9 October 2009 at Arnold House, St. Julian s Avenue, St. Peter Port, Guernsey, GY1 3NF, The Channel Islands. You will find enclosed with this document the Form of Proxy for use by the Independent Shareholders at the EGM. Whether or not you intend to attend the EGM, you are asked to complete and sign the enclosed Form of Proxy in accordance with the instructions printed thereon and return it so as to arrive as soon as possible and in any event not later than 10 a.m. (GMT) on 27 October 2009 to Capita Registrars by posting the Form of Proxy, reply paid, to the address printed on the reverse thereof or otherwise by post to Capita Registrars Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom. Completion and return of the Form of Proxy will not preclude you from attending the EGM and voting in person, if you wish to do so. RECOMMENDATION The Board, who have been so advised by Evolution Securities Limited, consider that the terms of the Put Option Settlement are fair and reasonable, and that Resolution 1 is in the best interest of Shareholders as a whole. In the event that Resolution 1 is not approved, then the Board who have been so advised by Evolution Securities Limited, consider that the terms of the Put Option Renewal are fair and reasonable, and that Resolution 2 is in the best interest of Shareholders as a whole. In providing advice to the Board, Evolution Securities Limited has taken into account the Board s commercial assessments. Accordingly, the Board unanimously recommends that the Independent Shareholders vote in favour of the Resolutions. In accordance with the provisions of the Listing Rules, only the Independent Shareholders will be able to vote on the Resolutions at the EGM. Global, as a related party, has undertaken not to vote on and to take all reasonable steps to ensure that Global s associates do not vote on the Resolutions. Maha Al-Ghunaim, as the chairperson and managing director, and a shareholder, of Global is also a related party. Consequently she has not taken part in the Board s consideration of the Put Option Settlement nor the Put Option Renewal and she has undertaken not to vote on and to take all reasonable steps to ensure that her associates do not vote on the Resolutions. When considering what action you should take, you are recommended to seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other professional adviser duly authorised under the FSMA. Yours faithfully Hisham Al Otaibi Chairman 9

10 PART II RISK FACTORS The Put Option Settlement and the Put Option Renewal will give rise to certain risks which, if they occur, may have a material adverse effect on the Group s business, results of operations, cash flow, financial condition, revenue, profits, assets, liquidity and capital resources. In addition to the information set out elsewhere in this document, the following risk factors should be considered carefully in evaluating whether to approve the Put Option Settlement or the Put Option Renewal. There may be other risks of which the Board is not currently aware or which it believes to be immaterial which may, in the future, be connected to the Put Option Settlement or the Put Option Renewal and have an adverse effect on the Group s business, financial condition, results or future prospects. 1. RISKS RELATING TO THE PUT OPTION SETTLEMENT 1.1 The value of the Unlisted Portfolio Companies may decline further Due to the turmoil that has impacted the financial markets recently, there is a risk that the Unlisted Portfolio Companies may decrease further in value in the future. Furthermore, due to the illiquidity of the Unlisted Portfolio Companies, the Company may be unable to realise the full value of the Unlisted Portfolio Companies should it wish to exit these investments in the future. 1.2 Global may not be able to satisfy the consideration of the Put Option Settlement Due to Global s current financial position, if the Put Option is renewed and exercised by the Company, Global may not be able to pay the consideration of the Put Option Settlement to the Company on the due date or at all. 2. RISKS RELATING TO THE BUSINESS OF THE GROUP 2.1 Competition in the market Existing and potential competitors may have significantly greater financial, research and development, sales and marketing, personnel resources and other resources than the Group. Competing companies may succeed, adversely affecting the Group s sales levels and margins. If the Group does not adequately address its competitive challenges when they arise, it could lose sales and market share and fail to grow the business as planned, which would have a material adverse effect on the Group s financial condition, results of operations and future growth. 2.2 Future funding Whilst the Directors have no current plans for raising additional capital, it is possible that the Company will need to raise extra capital in the future to develop fully the Group s business. No assurance can be given that any such additional financing will be available or that it will be available on terms favourable to the Group or its Shareholders. 2.3 Operations overseas The Group conducts business in multiple jurisdictions and, as a result, assumes the accompanying risks which may include; government regulations and administrative policies which could change quickly; governments could expropriate assets, burdensome taxes or tariffs could be imposed, political changes in the business environment in which the Group operates and economic downturns, political instability and civil disturbances could disrupt the Group s business activities. No assurance can be given that the occurrence of any such events will not have a material adverse effect on the Group s future results, operations and financial condition. 3. MARKET AND ECONOMIC FACTORS 3.1 General economic conditions Changes in the general economic climate in which the Group operates may adversely affect the financial performance of the Group. Factors that may contribute to that general economic climate include the level of interest rates and the rate of inflation. 10

11 3.2 Currencies and interest rates The Group will continue to generate revenue in currencies other than US dollars (the currency in which the Group will continue to report its financial results). It is possible that material fluctuations in the exchange rate of US Dollars against the other currencies in which the Group transacts its business could have an adverse impact on the Group s operations and its reported results. 11

12 PART III ADDITIONAL INFORMATION 1. MATERIAL CONTRACTS OF THE COMPANY 1.1 Financial Assets Bahrain, a wholly-owned subsidiary of the Company, has entered into various Shari ah compliant investment agreements as detailed below: (a) an agreement dated 8 December 2008 with Global Bahrain pursuant to which Financial Assets Bahrain authorised Global Bahrain to invest $31,265,800 in murabaha transactions to achieve a profit percentage return of 8 per cent. per annum. As contemplated by the agreement, Global Bahrain has entered into an investment agency contract dated 8 December 2008 with Global and pursuant to that investment agency contract, Global has entered into murabaha contracts (with Global as debtor) to achieve the target return. Pursuant to the agreements referred to in this paragraph 1.1(a), on 20 July 2009 Financial Assets Bahrain entered into an agreement with Global Bahrain and Global Kuwait whereby it obtained direct rights against Global Kuwait in relation to the investment amount; (b) an agreement dated 8 December 2008 with Global Bahrain pursuant to which Financial Assets Bahrain authorised Global Bahrain to invest $4,500,000 in murabaha transactions to achieve a profit percentage return of 8 per cent. per annum. As contemplated by the agreement, Global Bahrain has entered into an investment agency contract dated 8 December 2008 with Global and pursuant to that investment agency contract, Global has entered into murabaha contracts (with Global as debtor) to achieve the target return. Pursuant to the agreements referred to in this paragraph 1.1(b), on 26 July 2009 Financial Assets Bahrain entered into an agreement with Global Bahrain and Global Kuwait whereby it obtained direct rights against Global Kuwait in relation to the investment amount; (c) an agreement dated 8 December 2008 with Global Bahrain pursuant to which Financial Assets Bahrain authorised Global Bahrain to invest $12,000,000 in murabaha transactions to achieve a profit percentage return of 8 per cent. per annum. As contemplated by the agreement, Global Bahrain has entered into an investment agency contract dated 8 December 2008 with Global and pursuant to that investment agency contract, Global has entered into murabaha contracts (with Global as debtor) to achieve the target return. Pursuant to the agreements referred to in this paragraph 1.1(c), on 26 July 2009 Financial Assets Bahrain entered into an agreement with Global Bahrain and Global Kuwait whereby it obtained direct rights against Global Kuwait in relation to the investment amount; (d) an agreement dated 6 November 2008 with Global to invest KD10,195, in murabaha transactions to achieve the profit percentage return of 9 per cent. per annum. As contemplated by the agreement, Global has entered into an investment agency contract dated 6 November 2008 with a Kuwaiti entity and pursuant to that investment agency contract, Global has entered into murabaha contracts with the Kuwaiti entity to achieve the target return. This transaction is a continuation from previous similar arrangements; and (e) an agreement dated 30 December 2008 with Global pursuant to which Financial Assets Bahrain authorised Global to invest KD10,201, in murabaha transactions to achieve a profit percentage return of 8.5 per cent. per annum. As contemplated by the agreement, Global has entered into an investment agency contract dated 30 December 2008 with a Kuwaiti entity and pursuant to that investment agency contract, Global has entered into murabaha contracts with the Kuwaiti entity to achieve the target return. This transaction is a continuation from previous similar arrangements. Pursuant to the agreements referred to in this paragraph 1.1(e), on 24 May 2009 Financial Assets Bahrain entered into a rescheduling agreement with the Kuwaiti entity to reschedule the debts owing to the Company and its subsidiaries. 1.2 On 16 April 2009, the Company, through its wholly-owned subsidiary, Financial Assets Bahrain, entered into a sale and purchase agreement with Global and Twenty Third Project Management Company W.L.L. ( TTPM ) to acquire a minority holding in TTPM, and consequently an indirect interest of five per cent. in Dar Al Tamleek, from Global. The transaction completed in 12

13 June 2009, as announced by the Company on 17 June The consideration due to Global under this transaction was KD1,200,210 which has been aggregated with the consideration due under the Put Option Settlement for the purposes of assessing the size of the transaction under the Put Option Settlement for the purposes of the Listing Rules 10 and The Put Option Variation and Termination Agreement was entered into between the Company and Global on 17 July Upon the terms and subject to the conditions set out therein, the parties agreed to terminate the Put Option Agreement in consideration for the payment to the Company by Global of the sum of $21.26 million. The termination of the Put Option Agreement is conditional on the passing of such Shareholder resolution approving such termination as may be required pursuant to the related party provisions of the Listing Rules. Upon such Shareholder approval having been obtained, each party shall be released from all liabilities and obligations to the other pursuant to the Put Option Agreement and Global shall pay the sum of $21.26 million in immediately available funds on or before 15 September 2009 or, if later, within five business days following the passing of the appropriate shareholder resolution. The Company has undertaken not to exercise the Put Option until the appropriate resolution has been proposed at the relevant meeting. The Put Option Variation and Termination Agreement also contains provisions to deal with the situation where the resolution of the Shareholders approving the termination of the Put Option is not passed. In such a situation, the Put Option Variation and Termination Agreement provides for an amendment to the Put Option Agreement, which itself is conditional on Shareholder approval, whereby the terms of the Put Option Agreement would be amended so as to permit the exercise of the Put Option within 30 days of the passing of this latter amendment resolution. The Company has undertaken to give notice of the EGM as soon as practicable following the 17 July 2009 and in any event prior to 30 September If the conditions in the Put Option Variation and Termination Agreement have not been satisfied on or before 31 October 2009, the Put Option Variation and Termination Agreement shall lapse without affecting any accrued rights of the parties thereunder. The Put Option Variation and Termination Agreement is governed by English law. 1.4 Save in respect of the Shari ah compliant investment agreements detailed at paragraph 1.1 above, the sale and purchase agreement relating to the acquisition of an indirect minority stake in Dar Al Tamleek detailed at paragraph 1.2 above, the Put Option Variation and Termination Agreement summarised in paragraph 1.3 above and the agreements referred to in Part 7 (Additional Information) of the Prospectus which is incorporated into this document by reference as set out in paragraph 8 of this Part III, no contract, other than contracts entered into in the ordinary course of business, have been entered into by the Company during the period of two years prior to the posting of this document which are or may be material. 2. MAJOR SHAREHOLDERS As at the Latest Practicable Date, so far as the Company is aware, the following persons held directly or indirectly a notifiable interest in the Company (being a holding of more than three per cent. of the issued Shares): Major Shareholder Number of Shares Percentage of Shares Global Investment House K.S.C.C. 75,586, Wafra International Investment Co 25,204, First Jordan Investment & Real Estate Co 20,163, First Dubai Real Estate Development Co 15,122, Berlian Corporation 15,122, Alzumorrodah Holding Company 15,122, Abdulaziz Bin Ajlan & Sons Company 15,122, SIGNIFICANT CHANGE 3.1 Save as set out below there has been no significant change in the financial or trading position of the Company since 31 March 2009, being the date to which the Company s latest consolidated financial statements were made up. 13

14 3.2 Since 31 March 2009 the Company has increased its cash balances by approximately $22.3 million which is principally due to amounts received under Murabaha contracts of approximately $25.6 million. In addition, as set out in paragraph 4 below, there has been an increase in the aggregate value of the Unlisted Portfolio Companies from approximately $107.4 million to $128.0 million. 4. UNLISTED PORTFOLIO COMPANIES The following table sets out the acquisition costs, fair value as at 31 March 2009 and fair value as at 2 August 2009, of the shares held by the Company in each of the Unlisted Portfolio Companies. Company Acquisition Cost* ($) Market value as at 31 March 2009** ($) Market value as at 2 August 2009*** ($) Al Manar Financing & Leasing Company K.S.C.C. 28,568,856 20,525,359 20,842,839 Al Soor Financing & Leasing Co. K.S.C.C. 32,706,542 11,385,518 17,139,548 Asian Finance Bank Berhad 13,139,520 5,968,195 8,005,154 BMI Bank B.S.C. 43,949,120 37,179,471 48,287,482 Gulf Takaful Insurance Company K.S.C.C. 14,546,569 12,520,430 9,659,511 Industrial Bank of Kuwait K.S.C.C. 20,041,822 19,850,889 24,046,269 Total 152,952, ,429, ,980,803 * Extracted from Schedule 1 of the Sale and Purchase Agreement dated 15 July 2008 between Global MENA Financial Assets Limited and Global Investment House K.S.C.C. ** Extracted from the Company s report and accounts for the period ended 31 March *** Extracted from the Company s management accounts as at 2 August A further description of Unlisted Portfolio Companies is set out in the Company s Annual Report which is incorporated into this document by reference, as set out in paragraph 8 of this Part III. 5. OTHER INFORMATION Evolution Securities Limited, whose registered office is at 100 Wood Street, London, EC2V 7AN, United Kingdom, and who is acting exclusively for the Company in relation to the Put Option Settlement and the Put Option Renewal, has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of the references to its name in the form and context in which it appears. 6. DOCUMENTS AVAILABLE FOR INSPECTION Copies of the following documents are available for inspection at the offices of Allen & Overy LLP, One Bishop s Square London E1 6AD, United Kingdom during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted), during the period up to and including the day of the EGM: (a) (b) the memorandum and articles of incorporation of the Company; and the Annual Report containing the Company s audited consolidated financial statements for the period from incorporation on 2 June 2008 to 31 March BASES AND SOURCES Unless otherwise stated herein, the financial information in this document is based on an exchange rate of $1 = KD0.286 or $1 = GBP0.627 being the prevailing mid-point exchange rates as at 5.00 p.m. (GMT) on the Latest Practicable Date. 8. DOCUMENTS INCORPORATED BY REFERENCE The following documents have been incorporated by reference into this document: (a) the sections entitled Breakdown of Assets Portfolio on pages 19 to 28 of the Annual Report; 14

15 (b) the Company s audited consolidated financial statements for the period from incorporation on 2 June 2008 to 31 March 2009 which may be found on pages 42 to 60 of the Annual Report and the Company s website at and (c) Part 7 (Additional Information) of the Prospectus. Shareholders should note that a hard copy of neither the Annual Report or the Prospectus will be sent to Shareholders unless they request it. Shareholders may request to receive a hard copy of the Annual Report or the Prospectus by contacting Alison Bilham at the Company, Arnold House, St. Julian s Avenue, St. Peter Port, Guernsey GY1 3NF, The Channel Islands or on

16 GLOBAL MENA FINANCIAL ASSETS LIMITED (a closed-ended investment company incorporated and registered in Guernsey under the Companies (Guernsey) Law 2008 as amended with registered no ) NOTICE OF EXTRAORDINARY GENERAL MEETING Notice is hereby given that an extraordinary general meeting of Global MENA Financial Assets Limited (the Company ) will be held at Arnold House, St. Julian s Avenue, St. Peter Port, Guernsey, GY1 3NF, The Channel Islands on 2009 at 10 a.m. (GMT) on 29 October 2009, for the purpose of considering and, if thought fit, passing the following resolutions, which shall be proposed as ordinary resolutions: ORDINARY RESOLUTIONS 1. THAT, the proposed termination of the put option agreement dated 15 July 2008 made between the Company and Global Investment House K.S.C.C. ( Global ) on the terms and subject to the conditions set out in the variation and termination agreement dated 17 July 2009 made between the Company and Global (the Put Option Variation and Termination Agreement ), a copy of which, initialled by the Chairman of the meeting for the purposes of identification, has been produced to the meeting, be and is hereby approved and the Board (as such term is defined in the Company s circular to shareholders dated 2009) (or any duly authorised committee thereof) be and is hereby authorised to take all necessary or appropriate steps to complete or to procure the completion of such termination and give effect thereto with such modifications, revisions, waivers or amendments (not being modifications, variations, revisions, waivers or amendments which are of a material nature) as the Board(or any such committee) may deem necessary, expedient or appropriate. 2. THAT, in the event that resolution 1 above is not passed at the meeting at which it is first proposed, the renewal of, and amendment to, the put option contained in the agreement dated 15 July 2008 made between the Company and Global Investment House K.S.C.C. Global ) in accordance with the terms and subject to the conditions set out in the variation and termination agreement dated 17 July 2009 made between the Company and Global (the Put Option Variation and Termination Agreement ), a copy of which, initialled by the Chairman of the meeting for the purposes of identification, has been produced to the meeting, be and is hereby approved and the Board (as such term is defined in the Company s circular to shareholders dated 28 September 2009) (or any duly authorised committee thereof) be and is hereby authorised to take all necessary or appropriate steps to complete or to procure the completion of such renewal and amendment and give effect thereto with such modifications, revisions, waivers or amendments (not being modifications, variations, revisions, waivers or amendments which are of a material nature) as the Board (or any such committee) may deem necessary, expedient or appropriate. BY ORDER OF THE BOARD OF THE COMPANY HSBC Security Services (Guernsey) Limited Company Secretary 28 September 2009 Registered Office: Arnold House St. Julian s Avenue St. Peter Port Guernsey GY1 3NF The Channel Islands 16

17 NOTES 1. Only Shareholders entered on the register of members of the Company at 6 p.m. (GMT) on 27 October 2009 are entitled to attend and/or vote (other than Global and its Associates) at the Extraordinary General Meeting ( EGM ) (or any adjourments) the meeting either in person or by proxy and the number of Shares then registered in their respective names shall determine the number of votes such persons (other than Global and its Associates who will not be entitled to vote) are entitled to cast on a poll at the meeting. Changes to entries on the register of members of the Company after that time shall be disregarded in determining the rights of any person to attend and vote at the EGM (or any adjourments). 2. A Shareholder entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend, speak and vote in his stead. Such proxy need not be a member of the Company. A member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attaching to different Share(s) held by him. 3. A form of proxy is enclosed (the Form of Proxy ) and to be valid must be completed, signed and lodged with Capita Registrars Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, United Kingdom not less than 48 hours before the time fixed for the EGM or any adjournment thereof or, in the case of a poll, shall be deposited at the time the poll is demanded, or, if the poll is to be taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of the poll. If you do not intend to attend the EGM, please complete and return the Form of Proxy as soon as possible. 4. To appoint more than one proxy in relation to different Shares within your holding you may photocopy the Form of Proxy. Please indicate the proxy holder s name and the number of Shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All Forms of Proxy must be signed and should be returned together in the same envelope. 5. In the case of joint holders, any one of them may vote at the EGM either in person or by proxy, but if more than one joint holder is present at the EGM either in person or by proxy and no election has been made as to which joint holder shall represent the others in the voting, the one whose name stands first in the register of members of the Company in respect of the joint holding shall alone be entitled to vote in respect thereof, and only the appointment submitted by the first named shall be accepted to the exclusion of the votes of the other joint holder. In any event, the names of all joint holders should be stated on the Form of Proxy. 6. The Form of Proxy shall be completed and signed in writing by a member or his attorney. In the case of a member which is a company, the Form of Proxy must be executed under seal or signed by an officer of the relevant company or duly authorised attorney of the relevant company. The signature need not be witnessed. Any power of attorney or any other authority under which the Form of Proxy is signed (or a notarially certified copy of such power or authority) must be included with the Form of Proxy. 7. If you wish to revoke a Form of Proxy instruction then you will need to send a notice of revocation to Capita Registrars, Proxy Department, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU United Kingdom and executed in accordance with note 6 above. The revocation notice must be received by the Company before the time fixed for the commencement of the EGM (or any adjournment thereof) or the taking of the poll at which the proxy is used. 8. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the EGM and any adjournment thereof by using the procedures described in the CREST manual. CREST personal members or other crest sponsored members, and those crest members who have appointed a voting service provider(s) should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 9. In order for a proxy appointment, or instruction, made by means of CREST to be valid, the appropriate CREST message (a CREST proxy instruction ) must be properly authenticated in accordance with Euroclear UK & Ireland Limited s ( EUI ) specifications and must contain the information required for such instructions, as described in the CREST manual. The message regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer s agent (ID RA 10) by the latest time(s) for receipt of proxy appointments specified in the notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. The Company may treat as invalid a CREST proxy instruction in the circumstances set out in Regulation 35(5) of the Uncertificated Securities Regulations CREST members and where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST proxy instructions. It is therefore the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. 10. Appointment of a proxy does not preclude a Shareholder from attending the EGM (or any adjournments) and voting. imprima C101388