MANDATORY ACQUISITION OFFER DOCUMENT

Transcription

1 MANDATORY ACQUISITION OFFER DOCUMENT Offer submitted by Adeptio AD Investments SPC Ltd. ( Adeptio or the Offeror ) to acquire all the shares of Kuwait Food Company (Americana) K.S.C.P. ( Americana or the Target Company ) not currently owned by Adeptio (the Offer ) Acquisition Manager

2 National Investments Company K.S.C.P Sharq, Al Mutanabbi Street Khaleejia Building P.O.Box Safat Kuwait Tel. : Fax :

3 ADEPTIO AD INVESTMENTS SPC LTD. (a special purpose company incorporated in the Dubai International Financial Centre with registered no. 2130) This document ( Offer Document ) shall not be published or distributed, in whole or in part, in or from any country or jurisdiction that will result in violation with any applicable rules and regulations of any such country or jurisdiction. MANDATORY ACQUISITION OFFER by Adeptio AD Investments SPC Ltd. ( Adeptio or the Offeror ) to acquire all the shares of KUWAIT FOOD COMPANY (AMERICANA) K.S.C.P. ( Americana or the Target Company ) not currently owned by Adeptio (the Offer ) in accordance with the provisions of Law No. 7 of 2010 regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Amendments (the CML ) and the Executive Bylaws to the CML (the Executive Bylaws, and together with the CML, the CML Rules ). December 2016 If you are in any doubt as to the contents of this Offer Document or the action you should take, you are recommended to immediately seek your own financial and legal advice and consult with the licensed personnel by the Capital Markets Authority ( CMA ) in the State of Kuwait. Acquisition Manager 1

4 IMPORTANT NOTICES This Offer Document is important and requires your immediate attention. If you are in any doubt as to the contents of this Offer Document or the action you should take, you are recommended to immediately seek your own financial and legal advice and consult with a licensed party by the Capital Markets Authority of the State of Kuwait. No person should construe or consider the contents of this Offer Document as legal, financial or tax advice. The Offer Document is officially released and approved by the CMA in the Arabic language. No reliance should be placed on the unofficial English translation of the Offer Document. For the avoidance of doubt, where there is any conflict or inconsistency between the Arabic language document and the unofficial English translation, the Arabic language document shall prevail. This Offer Document includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Offeror s control and all of which are based on the Offeror s current beliefs and expectations about future events. No assurance can be given that such future results will be achieved. Nothing contained in this Offer Document is intended to be, or shall be deemed to be, a forecast, projection or estimate of the current or future financial performance of any person. National Investments Company K.S.C.P. ( NIC or the Acquisition Manager ), summarizes its responsibilities in its role as the Acquisition Manager of the Offer and shall bear no responsibility towards any party except for Adeptio and shall only provide services in relation to the Offer or any other arrangements referred to in this Offer Document. NIC is licensed by the Capital Markets Authority of the State of Kuwait to act as the Acquisition Manager with respect to the Offer. 2

5 CONTENTS 1. Introduction Information about the Offeror Information about the Target Company Details of the Offer Shares and Any Related Rights or Obligations Total amount of the submitted Offer How the Offer is being financed Americana s Future Plans Offer Acceptance Procedures Conditions and Restrictions of the Offer and Related Procedures Timeline for the Acquisition Offer Equity and Volume of any Shares Owned by Related Parties No Prior Agreement Declaration not to Transfer the Offer Shares Conflict of Interests Accessible Documents

6 1. Introduction Having obtained the approval of the CMA and in accordance with the provisions of the Executive Bylaws, Adeptio has submitted the Mandatory Acquisition Offer to acquire all of the shares of Americana not currently owned by Adeptio (the Offer Shares ) at an offer price of KWD per share (the Offer Price ). The Offer will open on 12 January 2017 and will close on 13 February 2017 (the Collection Period ). This Offer Document and other Offer-related documents have been prepared in accordance with the provisions of the CML Rules. NIC, being licensed by the Capital Markets Authority of the State of Kuwait, has been appointed to act on the behalf of Adeptio as the Acquisition Manager concerning the Offer. NIC shall not bear any responsibility or liability towards any party other than Adeptio. Information related to Americana has been included in this Offer Document based solely on publicly available information. Neither Adeptio nor its officers, directors, employees, agents, shareholders or advisors shall bear any responsibility or liability for the accuracy of any information contained in this Offer Document which relates to Americana. The Offer shall be subject to the provisions of Kuwaiti law and the Kuwaiti courts shall have jurisdiction to resolve any dispute arising hereof. Defined terms in this Offer Document, wherever stated, have specified definitions assigned to them unless the context defines otherwise. 2. Information about the Offeror a. About Adeptio, its share capital and assets: Adeptio is a special purpose company incorporated under the laws of the Dubai International Financial Centre (the DIFC ) on 16 March Its registered number in the DIFC is 2130 and its registered office is situated at Gate Village 4, Level 2, Dubai International Financial Centre, P.O. Box , Dubai, United Arab Emirates. Its issued and paid up capital is US$ 75,000,100 divided into 75,000,100 shares of nominal value of US$1.00 each. On 18 June 2016, Adeptio and Al-Khair National for Stocks and Real Estate WLL ( Al-Khair ) entered into an Implementation Agreement for the sale (by public auction) of 268,496,544 shares held by Al-Khair in the share capital of Americana to Adeptio (the Al-Khair Block Trade ). The purchase price for the shares under the terms of the Al-Khair Block Trade was KWD per share. The Al-Khair Block Trade procedures were conducted on 20 October The Al-Khair Block Trade procedures were completed on 23 October 2016 and as a result of which Adeptio currently owns 268,496,544 shares in Americana, representing approximately 66.79% of the issued share capital of Americana. Adeptio s activities are listed as follows: i. the acquisition (by way of leasing, title transfer, risk transfer or otherwise), the holding and the disposal of any asset (tangible or intangible), including but not limited to receivables and shares (including, but not limited to, the direct or indirect holding of shares in a company established in the DIFC or in any other jurisdiction (whether in the United Arab Emirates or otherwise)) in connection with and for the purposes of the transaction for which Adeptio was established; ii. the obtaining of any type of financing (equity or debt, banking or capital markets, Islamic or conventional), the granting of any type of security interest over its assets, the providing of any indemnity or similar support for the benefit of its shareholders or any of its subsidiaries, or the entering into of any type of hedging arrangements, in connection with and for the purpose of the transaction for which Adeptio was established, including the entry of a mudarabah agreement or other financing agreement with any counterparty in connection with the transaction for which Adeptio was established; iii. the financing of the initiator or another DIFC Special Purpose Company; iv. the acting as trustee or agent for any participant in the transaction for which Adeptio was established; v. any other activity approved in writing by the DIFC Registrar of Companies; and vi. any ancillary activities which are related to the activities set out above anywhere in the world. Since incorporation, Adeptio has not undertaken any trading activities and its only assets are the shares which it holds in Americana (see below). b. Shareholders in Adeptio and its parent: Adeptio is wholly owned by Adeptio AD Holdings SPC Ltd., which owns all 75,000,100 issued shares in Adeptio. The shareholding structure of Adeptio AD Holdings SPC Ltd. (Parent Company) is as follows: Shareholder Ownership Type No. of Shares Percentage Shareholding 1. Mr. Mohamed Ali Rashed Alabbar ( Mr. Alabbar ) Direct 37,500, % 2. The Saudi Company For Gulf Food Investments Direct 37,500, % 4

7 c. Board of Directors of Adeptio: The current members of the board of directors of Adeptio are as follows: Name Mr. Mohamed Ali Rashed Alabbar H.E. Yasir O. Alrumayyan Mr. Oliver J. Simpson Mr. Dennis S. Ryan Mr. Fawaz Elmalki Position Chairman Director Director Director Director d. Executive Management of Adeptio: Adeptio does not currently employ any employees and is managed by its board of directors. 3. Information about the Target Company a. Background: Kuwait Food Company (Americana) K.S.C.P. is a Kuwaiti Public Shareholding Company incorporated in the State of Kuwait on 29 December 1963 and was listed on Boursa Kuwait on 29 September Americana s commercial register number is The principal activities of Americana and its subsidiaries are: - Importing and manufacturing of food and beverages; - Sale of such items on both a retail and wholesale basis in the State of Kuwait, other Arab countries and Kazakhstan; - Investing the surplus funds in investment portfolios managed by specialized companies. Since the incorporation of Americana in Kuwait in 1963, Americana and its subsidiary companies (the Americana Group ) have grown into one of the largest and most successful corporations in the Middle East and North Africa ( MENA ) region. Publicly traded on the Boursa Kuwait (FOOD.KW), Americana Group has activities spanning 13 countries. Americana Group s main lines of business are operating food & beverage outlets, as well as manufacturing food products. With a network of over 1,741 outlets, it is the largest operator of restaurant chains in the MENA region. The Americana Group s network encompasses 14 globally recognized brands in the Quick Service, Casual Dining and Fine Dining categories, such as KFC, Pizza Hut, Hardee s, TGI Friday s, Red Lobster, Olive Garden, LongHorn, Signor Sassi, Costa Coffee, Krispy Kreme and The Counter. In addition, Americana Group has created 8 of its own homegrown brands. In the food manufacturing and processing sector, Americana Group has a portfolio of several brands, such as California Garden, Farm Frites, Koki and Americana Meat. b. Financial highlights for the past 3 years: For the financial year ended 31 December 2015, Americana s total revenues amounted to KWD 968,288,000 and its net profits were KWD 51,737,000. Americana s total assets as of 31 December 2015 amounted to KWD 692,666,000 and the total equity was KWD 400,925,000. The total issued share capital of Americana is KWD 40,200,207 comprising of 402,002,070 shares of par value KWD each. The table below states the financial highlights of Americana for the years ended 31 December 2013, 2014 and 2015: Particulars 2015 KWD 2014 KWD 2013 KWD Total Revenue 968,288, ,358, ,904,000 Net Profits 51,737,000 58,177,000 58,336,000 Total Assets 692,666, ,192, ,095,000 Total Equity 400,925, ,533, ,342,000 Issued Share Capital 40,200,207 40,200,207 40,200,207 No. of Shares Issued 402,002, ,002, ,002,070 Shares Par Value

8 c. Subsidiaries of Americana: The following are the list of subsidiary companies of Americana as listed in its financial statements of 31 December 2015: Company s Name Activity Place of incorporation Ownership (%) Al Americana International Company (Safeway) Retail Kuwait Arab Gulf Company for Food (Americana) Food Kuwait Al Ahlia Restaurants Co. Restaurants Saudi Arabia Al-Ahlia National Food Industries Co. Industry Saudi Arabia International Fashion Co. Retail Saudi Arabia 100 Bahrain and Kuwait Restaurants Co. Restaurants Bahrain 40 International Cosmetics Co. Retail Saudi Arabia 100 United Food Co. Food Saudi Arabia 98 Kuwait Food Co. Food Egypt 100 Kuwait Food Co. Restaurants UAE 100 Gulf Food Industries Co. - (California Garden) Industry UAE 100 Qatar Food Co. Restaurants Qatar 100 Touristic Projects and Intl. Restaurants Co. Restaurants Jordan International Tourism Restaurants Co. Restaurants Oman 99 International Touristic Projects Lebanese Co. Restaurants Lebanon 98 Gulf and Arab World Restaurants Co. Restaurants Bahrain 94 Al Inma a Syrian Co. Restaurants Syria 80 Gulfa for Mineral Water Industry UAE The Caspian International Restaurants Co. Restaurants Kazakhstan 100 Khosh Taam International Food Company Restaurants Iran 90 International Food Company Restaurants Turkey 100 Al-Musharaka Company for Touristic Restaurant Services Restaurants Iraq 90 Kurdistan Americana Group for Food and Touristic Projects and its Holding Egypt subsidiaries Americana International Company (Fashion way)* Retail UAE * This company was dissolved in June d. Shareholders in Americana as disclosed on Boursa Kuwait as of 28 November 2016: The major shareholders in Americana who hold 5% or more of its shares are as follows: Shareholder Ownership Type No. of Shares Percentage shareholding 1. Adeptio Direct 268,496, % 2. Other shareholders (including free float) Direct 122,657, % e. Members of Americana's Board of Directors: The current members of the board of directors of Americana are as follows: Name Position Manner of appointment Mr. Marzouk Nasser Mohamed Al Kharafi Chairman Elected Mr. Bader Mohamed Abdul Wahab Al Jouan Vice Chairman Elected Mr. Abdullah Mohamed Abdullah Al Saad Member Elected Mr. Mohanad Mohamed Abdul Mohsin Al Kharafi Member Elected 6

9 Sheikh Abdullah Salem Sabah Al Sabah Member Elected Mr. Faisal Nasser Mohamed Al Kharafi Member Elected Mr. Faisal Nezar Ahmed Al Nesf Member Elected f. Americana s Senior Management: The members of the Americana senior management team as of 16 November 2016 are as follows: Name Mr. Kesri Singh Mr. Mohamad Farouk Hafeez Mr. Mahmoud El-Hawari Mr. Ahmed Hassan Mr. Sherif El Sherif Mr. Mohamed Mahrous Mr. Ahmed Bayoumi Mr. Yehia Rizk Position Group Chief Executive Officer Senior Executive Vice President, Human Resources and Management Development Vice President & CIO Vice President and Chief Financial Officer COO, Restaurants Division, Gulf, Levant and Iraq CEO, National Food Company and Kuwait Meat Regional CEO, GFI CEO and Chairman, Senyorita, Greenland and Alameya 4. Details of the Offer Shares and Any Related Rights or Obligations Adeptio intends to acquire the available Offer Shares of 122,657,505 (One hundred twenty two million six hundred fifty seven thousand five hundred and five) shares. Adeptio has no details about any rights or obligations related to the Offer Shares as of the date of this Offer Document. 5. Total amount of the submitted Offer The price offered by Adeptio for each Offer Share is KWD per share (the Offer Price ) to be paid in cash. The total amount to be paid by Adeptio (assuming that all the Offer Shares are acquired) will be KWD 325,042, (Three hundred twenty five million forty two thousand three hundred eighty eight Kuwaiti Dinars and 250 Fils). The Offer Price does not include any commissions, taxes, governmental fees, transfer fees, or any other fees. 6. How the Offer is being financed Adeptio will fund the total amount of the submitted Offer as follows:- (1) The ultimate shareholders of Adeptio, Mr. Alabbar and The Saudi Company For Gulf Food Investments (a wholly owned subsidiary of the Public Investment Fund of the Kingdom of Saudi Arabia), are together contributing, by way of equity, and in equal proportions, the total amount of up to KWD 182,910,000 (One hundred eighty two million and nine hundred ten thousand Kuwaiti Dinars) equivalent of US$ 600,000,000 at the exchange rate ( ) on 21st November 2016; (2) The balance of the purchase price for the Offer Shares is being financed by way of bank debt. Adeptio, as borrower, and Adeptio AD Holdings SPC Limited, as guarantor, have entered into financing arrangements with Ahli United Bank BSC, Credit Suisse AG, Emirates NBD Capital Limited, First Gulf Bank PJSC, National Bank of Abu Dhabi PJSC and Standard Chartered Bank, as joint arrangers, bookrunners and lenders (together the Lenders ), whereby the Lenders are advancing to Adeptio the sum of KWD 146,267,335 (One hundred forty six million two hundred sixty seven thousand and three hundred thirty five Kuwaiti Dinars) equivalent of US$ 479,801,000 at the exchange rate ( ) on 21st November Standard Chartered Bank, First Gulf Bank PJSC, and The Saudi Investment Bank have confirmed that there are, in aggregate, sufficient cash balances in the Adeptio account, cash readily available to Adeptio and credit facilities readily available to Adeptio to cover the full Offer Price for all the Offer Shares in cash. 7. Americana s Future Plans Adeptio will seek to provide support to Americana in order to accelerate the development of its brands, increase its overall competitiveness and realize its long-term growth objectives. Adeptio has the necessary resources to ensure access to the right level of support, both financially and from a management perspective, for the future prospects of the Americana business and will endeavor to assist Americana in realizing the long-term ambition of maintaining and further developing Americana into one of the leading restaurants businesses and fast moving consumer goods businesses in the region and beyond. Adeptio intends to explore the option of voluntarily delisting Americana shares from Boursa Kuwait after the completion of the Offer and the consideration of the shareholders rights subject to compliance with all applicable laws and regulations in relation to such voluntary delisting and according to the Executive Bylaws of Law No. 7 of 2010 regarding the Establishment of the Capital Markets Authority and Regulating Securities Activities and its Amendments. 7

10 8. Offer Acceptance Procedures a. Documents required from Americana shareholders who want to accept the Offer: For Individuals 1. Civil ID (or passport for non-residents of Kuwait) and a copy thereof. 2. A certificate of the owned shares in Americana from the Kuwait Clearing Company. 3. Filling in and signing of the Offer Acceptance Form. For Companies 1. A copy of incorporation documents (Memorandum of Association, Articles of Association and current and up to date Commercial License). 2. A current and up to date document verifying its authorized signatory(ies) and, for Kuwait incorporated companies, a copy of a certificate issued by the Kuwaiti Ministry of Commerce and Industry ( MOCI ) confirming the authorized signatory(ies) names of the Kuwaiti company(ies) forming the subject of the MOCI issued certificate. 3. Copy of the authorized signatory certificate issued by the Kuwait Ministry of Social Affairs and Labor. 4. Civil ID of the authorized signatory (or passport for non-residents of Kuwait) and a copy thereof. 5. Letter of Offer acceptance from the authorized signatory. 6. A current and up to date certificate issued by the Kuwait Clearing Company confirming the details of the shares currently owned in Americana. 7. Filling in and signing of the Offer Acceptance Form. b. Other procedures: In case the Offer Acceptance Form is signed by proxy, the original power of attorney and a copy thereof shall be submitted. In case the Offer Shares are included in a portfolio of an investment company (the Portfolio Manager ) on behalf of a beneficial owner of the Offer Shares ( Beneficial Shareholder ) to be tendered for sale under the Offer, the Portfolio Manager shall act in accordance with the standing instructions of the Beneficial Shareholder in relation to the Offer. The Offer Acceptance Form shall be submitted by the Portfolio Manager which shall confirm the name(s) of the Beneficial Shareholder(s) on whose behalf the Portfolio Manager is acting who wishes to tender its Offer Shares under the Offer. c. How to fill in the Offer Acceptance Form: To complete the procedures of Offer acceptance, the shareholder (or his duly authorized representative) shall fill in and sign the Offer Acceptance Form and submit it, along with the relevant documents stated in paragraphs (a) and (b) of this Section 8 to the below places before the last day of the Collection Period at 12:30pm (Kuwait time). Place National Investments Company K.S.C.P Address 10 th floor - Khaleejia Building, Al Mutanabi Street, Sharq You can download the Offer Acceptance Form through websites of Adeptio s representative (NIC) ( kw) and Americana ( from the date of publishing this Offer Document until the end of the Collection Period. For any enquiries regarding the Offer Acceptance, please contact National Investments Company K.S.C.P on Tel: Conditions and Restrictions of the Offer and Related Procedures The Offer Shares shall be free from any disputes, encumbrances, mortgages or restrictions and shall be freely tradable on the Boursa Kuwait. The shareholders of the Target Company who want to accept the Offer shall be deemed to have approved the following: a. The Offer Price for the Offer Shares shall be paid post expiry of the Collection Period and following approval of the CMA for the transferring of ownership to Adeptio of the Offer Shares tendered under the Offer. 8

11 b. Any Offer Shares which are to be tendered under the Offer must not be subject to any mortgage and/or encumbrance of any nature whatsoever. In the event of any Offer Shares which are mortgaged or encumbered, each shareholder who holds such Offer Shares must fill out the specified section related to the mortgaged shares in the Offer Acceptance Form. c. Any Offer Shares tendered under the Offer may not be dealt with or otherwise disposed of in any manner during the Collection Period. 10. Timeline for the Acquisition Offer Item No. 1. Procedure Proposed Date / Periods Submission of the Offer Document to the CMA, along with all supporting documentation thereto (including the proposed timetable and completion of all requirements). 15 December Approval of the publication of the Offer Document by the CMA. Declaration of the CMA s approval of the publication of the Offer Document in the Boursa Kuwait, on the websites of Adeptio s representative (NIC) and Americana, and in at least two daily newspapers circulating in Kuwait. Publication of the Offer Document and Accessible Documents at Americana s headquarters and the websites of Adeptio s representative (NIC) and Americana. Americana Board of Directors shall submit its opinion and recommendation on the Offer to both the CMA and Americana s shareholders, including (as an attachment) the opinion of the independent advisor regarding the Offer. The Board to disclose its recommendation on the Boursa Kuwait, on the websites of Adeptio s representative (NIC) and Americana, and in at least two daily newspapers circulating in Kuwait. Beginning of the Collection Period and receipt of applications from shareholders who want to tender for sale their Offer Shares. End of Collection Period. Declaration of the achieved rate of Offer acceptances to the Boursa Kuwait. Contacting the Kuwait Clearing Company to ensure there are no restrictions/encumbrances on the shares of those shareholders who have tendered their Offer Shares for sale by accepting the Offer. Sending a record of those shareholders who want to accept the Offer and the achieved Offer acceptance rate to the CMA and payment of the fees. Receiving approval of the CMA for the execution of the transaction. Execution of acquisition process through a sale of share meeting as per the deals settlement mechanism followed on the Boursa Kuwait Declaration of acquisition at the actual rate on the website of the Boursa Kuwait, the trading screen, and website of the CMA. Within 10 working days from completion of requirements. On the working day following the issuance of the approval referred to in the previous item. On the same day as the declaration referred to in the previous item until the end of the Collection Period. Within seven working days from receiving the Offer Document. On the eighth working day after the publication of the Offer Document. On the thirtieth day from the date of announcing the opening of the Collection Period. On the working day following the end of the Collection Period. On the working day following the declaration referred to in the previous item. Within five working days from the date of the previous item. Five working days from the date of the previous item. Within ten working days from the date of the previous item. Upon implementation of the acquisition referred to in the previous item. 9

12 11. Equity and Volume of any Shares Owned by Related Parties Adeptio directly owns 268,496,544 (Two hundred sixty eight million four hundred ninety six thousand five hundred forty four) shares in Americana. Other than the new Group Chief Executive Officer of Americana, Mr. Kesri Singh, who was appointed by the board of directors of Americana on 27 October 2016, no other person/representative of Adeptio is currently a member of the board of directors of Americana nor does any person/representative of Adeptio currently hold any other position of employment in Americana. 12. No Prior Agreement As per Article of the Book IX of the Executive Bylaws, Adeptio confirms that there is no agreement, arrangement or measure between Adeptio, any of its affiliates or related parties and any members of the board of directors of Americana or Americana shareholders to accept the Offer. 13. Declaration not to Transfer the Offer Shares Pursuant to the requirements of Article of the Book IX of the Executive Bylaws, Adeptio confirms that it submits this Offer on behalf of itself and there is no intention, proposal, agreement or understanding to transfer the Offer Shares in the near future to a third party outside the Adeptio group of companies (including Adeptio, its affiliates and associates). 14. Conflict of Interests Adeptio will commit to Article of the Book IX of the Executive Bylaws regarding voting of members of the board of directors of Americana on the decisions related to the Offer. 15. Accessible Documents As per Article of the Book IX of the Executive Bylaws, the documents set out in the table below (the Accessible Documents ) will be published on the websites of Adeptio s representative (NIC) ( and Americana ( Americana shareholders may obtain a copy of each of the documents from Americana s head office Shuwaikh, Industrial Area Plot 198 A or from National Investments Company s head office Sharq, Al Mutanabi Street, Khaleejia Building, 10 th Floor from Sunday to Thursday, from 08:30 am 02:30 pm. Accessible Documents Adeptio s Articles of Association Americana s Memorandum of Association and Articles of Association This Offer Document (including any Offer-related documents) Americana s audited financial statements for the years ended 31 December 2013, 2014 and 2015 Declaration from Adeptio regarding its historic financial statements Proof of Funding of the Mandatory Acquisition Offer A copy of the opinion of the independent investment advisor of Americana Recommendation of Americana s Board of Directors to Americana s shareholders in respect to the Offer, to be released within 7 working days from the date of publishing the Offer Document This Offer Document will be available on the following websites from the date of publication until the end of Collection Period: