Prime Investments International Group Limited

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about the contents of this document, you should consult a person authorised and regulated by the Financial Services Authority ( FSA ) or other, relevant financial regulatory authority to provide investment advice. If you have sold or otherwise transferred all of your shares in the Company you should deliver this document together with the accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. This document does not constitute an offer for, or the solicitation of an offer to subscribe for or to buy, any securities to any person in any jurisdiction. The Company and the Directors of the Company, whose names appear on page 3 of this document, accept responsibility both individually and collectively for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect its import. Daniel Stewart and Company Plc, which is authorised and regulated in the United Kingdom by the FSA, is the Company s Corporate Adviser and broker for the purposes of the PLUS Rules in connection with the transaction and as such, its responsibilities as the Company s Corporate Adviser as set out in the PLUS Rules are primarily owed to PLUS; and are not owed to the Company or to any Director or to any other person or entity in respect of his reliance on any part of this Document. Daniel Stewart and Company Plc is acting for the Company and no one else and will not be responsible to any other person for providing the protections afforded to customers of Daniel Stewart and Company Plc nor for providing advice in relation to the contents of this Document or any matter referred to herein. No representation or warranty, express or implied, is made by Daniel Stewart and Company Plc for the accuracy or completeness of any information or opinions contained in this Document or for the omission of any material information, for which it is not responsible. The whole of this document should be read. The release, publication, transmission or distribution of this document, in, into or from jurisdictions other than the United Kingdom may be restricted by law and therefore persons in such jurisdictions into which this document is released, published, transmitted or distributed should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. Prime Investments International Group Limited (Incorporated in the Commonwealth of the Bahamas with registered number B) Explanatory letter from the Independent Directors; notice of General Meeting to seek Shareholders approval for: Proposed disposal of the Eye of Ajman Proposed change to the Memorandum of Association Proposed change of name to Makkah Madinah Holdings Limited

2 TABLE OF CONTENTS Page 1. Directors, Registered Office and Advisers Definitions and Glossary Letter from the Independent Directors Notice of General Meeting and Agenda Form of Proxy 2

3 PRIME INVESTMENT INTERNATIONAL GROUP LIMITED DIRECTORS, REGISTERED OFFICE AND ADVISERS Directors Registered Office Registered Agent Principal Place of Business Corporate Adviser and Stockbroker Auditors Solicitors to the Company Solicitors to Daniel Stewart and Company Plc Registrar Dr. Noor Aldeen Subhi Ahmed Atatreh Abdulla Bin Brook Al Hamiri Dr. Abdulaziz Fahad Alongary Ahmed Iqbal Bangee Muin Elsaleh Olde Towne Marina Sandy Port West Bay Street New Providence The Bahamas King & Co. Olde Towne Marina Sandy Port West Bay Street New Providence The Bahamas 7th Floor Rose Rayhaan by Rotana Sheikh Zayed Road P.O. Box Dubai, United Arab Emirates Daniel Stewart and Company Plc Becket House 36 Old Jewry London EC2R 8DD United Kingdom BDO LLP 55 Baker Street London W1U 7EU United Kingdon Taylor Wessing LLP 5 New Street Square London EC4A 3TW United Kingdom Irwin Mitchell LLP 2 Wellington Place Leeds West Yorkshire LS1 4BZ United Kingdom Computershare Investor Services (Jersey) Limited. Queensway House Hilgrove Street St Helier Jersey, JE1 1ES Channel Islands 3

4 DEFINITIONS AND GLOSSARY Act Ain Ajman Articles Bahamas Board Circular Company Corporate Adviser Daniel Stewart Danat Directors Disposal Eye of Ajman FSA GCC General Meeting Group Independent Directors Investment Community KSA means the International Business Companies Acts 2000 of the Commonwealth of the Bahamas (as from time to time amended); means the Eye of Ajman; means the Amended and Restated Articles of Association of the Company which became effective on 30 June 2011; means the independent, sovereign state of the Commonwealth of the Bahamas, which is the Company s jurisdiction of incorporation; means the board of directors of the Company from time to time; means this document; means Prime Investments International Group Limited, formerly known as Phoenician Corporation V Limited; means as defined in the PLUS Rules; means Daniel Stewart and Company Plc; means Danat Investment and Development LLC, a private limited liability company incorporated in the KSA with the registration number in the Riyadh Commercial Register , one of the shareholders and vendors of MM RAK and one of the purchasers of the Eye of Ajman; means the directors from time to time of the Company, whose names appear on page 3 of this document; means the intended sale of the Eye of Ajman to Redman and Danat; means a bank of development land part of which is owned by the Company, situate in the Emirate of Ajman, U.A.E., alternatively known as Ain Ajman; means the Financial Services Authority of the United Kingdom; means the Gulf Cooperation Council, a political grouping which promotes the common economic and public policy interests of six independent, sovereign states on the Arabian Peninsula, namely KSA, Kuwait, the Kingdom of Bahrain, the State of Qatar, the Sultanate of Oman and the U.A.E.; means a properly-constituted meeting of the Shareholders of the Company convened by service of the notice required by the Memorandum and Articles and by the Act; means the Company and its subsidiary and associated undertakings; means Abdulaziz Fahad Alongary and Ahmed Iqbal Bangee and Muin Elsaleh; means PLUS Market, the members of PLUS Market, the marketmakers who make a market in the Company s Ordinary Shares and the institutional investment community, being financial firms and institutions regulated by the FSA or by equivalent regulators in other jurisdictions; and their retail clients; means the independent, sovereign Kingdom of Saudi Arabia; 4

5 Legal Requirements MM MM RAK means all PLUS Rules, all other requirements of the PLUS Market, the Act, and all other legal requirements; means Makkah and Madinah Commercial Investment Company JSC (formerly known as Tarabuh ), a closed joint stock company incorporated in the KSA with the registration number in the Riyadh Commercial Register ; means Makkah & Madinah International Limited, incorporated as an international company under in the jurisdiction of the Ras Al Khaimah Free Trade Zone Authority in the Emirate of Ras Al Khaimah, U.A.E. with the registration number IC ; Memorandum of means the Amended and Restated Memorandum of Association Association of the Company which became effective on 30 June 2011; Memorandum and Articles Ordinary Resolution PLUS PLUS Market PLUS Rules Prime Redman Registered Agent Related Party Related Party Transaction Shareholder Shares means the Memorandum of Association and the Articles of Association presently in force, which collectively constitute the Company statutes, subject the provisions of the Act; means a resolution proposed at a General Meeting which requires, in order to be passed, a majority of 50 per cent plus one vote of the votes cast in person or by proxy; means PLUS Markets Group plc, a company regulated by the FSA which operates the PLUS Market and is a recognised investment exchange; means the PLUS-quoted market operated by PLUS for dealing in securities of unlisted Companies, which is an unregulated market; means the rules for companies whose securities are admitted to trading on the PLUS Market as from time to time published by PLUS as the Rules for Issuers ; means the same as Company ; means Redman Real Estate LLC, a private limited liability company incorporated in the KSA with the registration number in the Riyadh Commercial Register , one of the shareholders and vendors of MM RAK and one of the purchasers of the Eye of Ajman; means the agent from time to time appointed by the Company from the list of Registered Agents maintained by the Department of the Registrar General in the Bahamas, in accordance with the Act; means any directors of the Company and any persons connected with them who may have an interest other than in their capacity as directors of the Company (whether, direct, indirect; current or deferred) in any material transaction undertaken or proposed to be undertaken by the Company; any Substantial Shareholders of the Company; and any entities controlled by them; means the potential sale of the Eye of Ajman by Redman and Danat to Related Parties following the Disposal; means any person from time to time being the registered holder of Shares of the Company as at the date of this document; means the class A voting shares of 0.5 pence each in the capital of the Company which are quoted on the PLUS Market; 5

6 Special Resolution Substantial Shareholder Voting Shareholder U.A.E. US$ or $ means a resolution proposed at a General Meeting which requires, in order to be passed, a majority of 75 per cent plus one vote of the votes cast in person or by proxy; means any Shareholder or group of connected Shareholders whose ownership of Shares (whether direct or indirect) is of such size such that it either confers control over the Company or might reasonably be deemed to carry with it significant influence over the Company s business, management or strategy; means the same as Shareholder ; means the United Arab Emirates, the independent, federative, sovereign state comprising the Emirates of Abu Dhabi, Dubai, Sharjah, Ajman, Ras Al Khaimah, Umm Al Quwain and Fujairah; and means the unit of account of the United States of America, the United States dollar. 6

7 LETTER FROM THE INDEPENDENT DIRECTORS Prime Investments International Group Limited Principal place of business: 7th Floor Rose Rayhaan by Rotana Sheikh Zayed Road P.O. Box Dubai United Arab Emirates Dear Shareholder, 10 April 2012 Introduction The Company proposes to enter into a contract to dispose of the Eye of Ajman for a price of $400 million. The transaction is subject to Shareholders approval and the purpose of this document is to set out the background to, and reasons for, the transaction. A notice convening a General Meeting is set out at the back of this document. Background Prime owns a freehold land bank comprising 67 mixed use plots, which is part of the Eye of Ajman. This was independently valued on 1 December 2010 at approximately US$400 million and it is fully-described in the PLUS Re-Admission document issued on 17 June 2011 by Phoenician Corporation V Limited. To date, the Company has not moved forward with the development of this land bank, which as a consequence represents a valuable but fallow, non-income-producing asset. Instead, the Company has been concentrating on certain opportunities with a commercial partner in the KSA, which owns real property assets inter alia in the city of Makkah. The Related Party Transaction The opportunity has arisen for the Company to dispose of the Eye of Ajman to Redman and Danat for a price of $400 million. The consideration for the sale will be satisfied by the transfer by Redman and Danat, who together control 100 per cent of MM RAK, to Prime of the whole of the issued share capital of MM RAK, a vehicle created for the purpose of acquiring and holding a 48 per cent shareholding in MM. (a) Why Shareholders Approval is Needed: The PLUS Rules and the Act each stipulate that, if the Company proposes to dispose of an asset, which forms a substantial proportion of the Company s worth, and the disposal is by means of a related party transaction, this must be approved by the Shareholders at a General Meeting. (b) Why this is a Related Party Transaction: The term Related Party is defined in the section headed Definitions and Glossary beginning on page 4 of this Circular. It is the intention of Redman and Danat at a future date to dispose of the Eye of Ajman to, Dr. Noor Aldeen Subhi Ahmed Atatreh, the Atatreh family and persons connected with them. Dr. Noor Atatreh is a Director of Prime. He and interests connected with him and his family are also Substantial Shareholders of the Company. Currently, Redman and Danat are in negotiations (albeit there is no certainty that such negotiations will be completed or at what value) with Dr. Noor Aldeen Subhi Ahmed Atatreh, the Atatreh family and persons connected with them to sell the Eye of Ajman following the Disposal. Notwithstanding the fact that Redman and Danat are not themselves Related Parties as defined in this Circular, the 7

8 proposed sale of the Eye of Ajman is nonetheless a related party transaction owing to the present intention that the asset to be sold by Prime shall ultimately be acquired by Related Parties. It must therefore be disclosed and the Shareholders be asked to approve the Disposal. Independent Directors Neither of Dr. Noor Atatreh nor Abdulla Bin Brook Al Hamiri, who is closely connected with certain business interests of Dr. Noor Atareh and the Atatreh family, is considered to be independent for the purposes of Resolution 1 which is set out in the Meeting Notice which immediately follows this letter. The Independent Directors are Dr. Abdulaziz Fahad Alongary, Ahmed Iqbal Bangee and I. Before arriving at their recommendation below with regard to the Disposal, the Independent Directors sought and received advice on the Related Party Transaction from Daniel Stewart, the Company s Corporate Adviser, which is authorised and regulated by the FSA to give such advice. MM Prime has, during the period since it was admitted to trading on PLUS on 8 July 2011, been working extensively and closely with MM to assist the latter with the evaluation and progression of certain projects in the city of Makkah, elsewhere within the KSA and in the Middle East. The Company has received valuable consulting revenue in exchange for its assistance to MM. MM, which has a profitable, historic trading record, was valued on 8 December 2011 by a leading, international accountancy and consulting firm at Saudi Rials billion, which equates at current foreign exchange rates to approximately $833 million, of which 48 per cent is equal to approximately $400 million. MM and subsidiary undertakings own development land and income-generating developments in the provinces of Makkah, Madinah, Riyadh and Jeddah in the KSA. The city of Makkah itself is host to some of the highest property prices in the world; the dynamics of the Saudi Arabian property market lead the Board to believe not only that participation in this market is in the best interests of Prime but also that the relevant expertise of the Directors can bring added value to MM s commercial endeavours and hence enhance the value of the Company s proposed investment in MM. It is intended that, if Prime acquires an indirect interest in 48 per cent of MM, the Company shall nominate and that MM shall agree to appoint a director to the board of directors of MM. The Directors believe that the acquisition of a substantial minority of MM will give the Company certain attributes in terms of involvement in the real property market of the largest economy on the Arabian Peninsula; and of participation, through an investment in MM, in that market in the Provinces of Makkah and Madinah and in the city of Makkah itself, which may be exceptionally valuable. In particular, the Directors consider that the Company could offer investors who are not GCC nationals the opportunity to gain investment exposure to this market, which is normally available only to citizens of the GCC countries. The Other Resolutions on the Agenda (a) Change of Registered Agent/Registered Office: Resolution 2 is proposed because the Company s statutes require changes to the Memorandum and Articles (which are necessary to change the Registered Agent and registered office) to be approved by Shareholders; the Board is accordingly laying this before the General Meeting as a Special Resolution. (b) Change of Name: Resolution 3 will be voted upon only in the event that Resolution 1 is approved. If Shareholders pass Resolution 1, the Board is of the opinion that the changed emphasis and direction occasioned by the Disposal should be accurately reflected in the Company s name. The Board believes that the new name, Makkah Madinah Holdings Limited, will better serve to indicate to the Investment Community the principal engagement and focus of the Company, going forwards. 8

9 Voting Recommendation The Independent Directors, who have taken advice from Daniel Stewart on the question, consider the terms of the Related Party Transaction to be fair, reasonable and not to prejudice the interests of the Company or of the Shareholders as a whole; accordingly, they unanimously recommend all Shareholders to vote in favour of Resolution 1 and of the other resolutions to be considered at the General Meeting. In giving its advice, Daniel Stewart has relied upon the commercial assesments of the Independent Directors. Proxy Voting If you are unable to attend the General Meeting in person or appoint a trusted friend or business associate to do so on your behalf, please nevertheless complete the attached proxy form, which you will find after the meeting notice, appointing the Chairman of the meeting to cast your vote for you. You will see from the proxy form that you may direct your proxy to vote in favour of or against any of the three resolutions set out in the meeting notice and reproduced on the proxy form. If you received this Circular at an address in the United Kingdom, please complete, detach and return your proxy form in the envelope provided for this purpose, which is addressed to the Company s Registrar: Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY. If you received this Circular at a non-united Kingdom address, please complete, detach and return your proxy form directly to the Company in the envelope provided for this purpose, which is addressed to: Prime Investments International Limited, 7th Floor, Rose Rayhaan by Rotana, Sheikh Zayed Road, P.O. Box , Dubai, United Arab Emirates. Very truly yours, Muin Elsaleh, M.B.A., Chief Executive Officer 9

10 NOTICE OF A GENERAL MEETING OF SHAREHOLDERS In accordance with the Company s Memorandum and Articles and with section 61 of the Act Prime Investments International Group Limited Notice is hereby given to all Voting Shareholders of a General Meeting to be held at 11 o clock a.m. U.A.E. time on Tuesday, 8 May 2012 at the Company s principal place of business, which is 7th Floor, Rose Rayhaan by Rotana, Sheikh Zayed Road, Dubai, United Arab Emirates to consider and, if thought fit, to pass the following resolutions in accordance with the Company s statutes and, in the case of resolution 1 below, with the requirements of section 80 (b) of the Act and in accordance with the PLUS Rules: Ordinary Resolution 1. THAT the Disposal more particularly described in the Circular of which this General Meeting notice forms a part, namely the sale by the Company of the real property asset known as the Eye of Ajman, be and hereby is approved by Shareholders as an Ordinary Resolution. Special Resolution 2. THAT the Directors be and hereby are authorised to appoint a new Registered Agent from the list of Registered Agents maintained by the Department of the Registrar General and to select a new registered office of the Company within the jurisdiction of incorporation and that the Directors be and hereby are empowered to take all necessary steps to effect such appointment and to select such registered office; and to amend the Company s Memorandum of Association accordingly. And, subject to the Ordinary Resolution 1 above having been passed: Special Resolution 3. THAT the name of the Company be and hereby is changed from Prime Investments International Group Limited to Makkah Madinah Holdings Limited and that the Directors be and hereby are empowered to take all necessary steps to cause the change of name to be registered with the Companies Registry of the Department of the Registrar General in the Company s jurisdiction of incorporation; and to amend the Company s Memorandum and Articles accordingly. The Directors do not propose any further business to be laid before Voting Shareholders at the General Meeting. By order of the Board, Muin Elsaleh, M.B.A. Director 10 April

11 FORM OF PROXY Prime Investments International Group Limited I*/We*,...(name) being a Voting Shareholder of the above Company holding...(number of Shares held) Shares HEREBY APPOINT...( name of proxy) of...(address of proxy) or, failing him, the Chairman of the General Meeting to be my*/our* proxy to vote for me*/us* at the meeting of Voting Shareholders to be held on the eighth day of May 2012; and at any adjournment(s) thereof. * Please delete whichever does not apply. Voting Instructions: Resolution In favour Against 1. That the Disposal more particularly described in the Circular of which this General Meeting notice forms a part, namely the sale by the Company of the real property asset known as the Eye of Ajman, be and hereby is approved by Shareholders as an Ordinary Resolution. 2. That the Directors be and hereby are authorised to appoint a new Registered Agent from the list of Registered Agents maintained by the Department of the Registrar General and to select a new registered office of the Company within the jurisdiction of incorporation and that the Directors be and hereby are empowered to take all necessary steps to effect such appointment and to select such registered office; and to amend the Company s Memorandum of Association accordingly. 3. That the name of the Company be and hereby is changed from Prime Investments International Group Limited to Makkah Madinah Holdings Limited and that the Directors be and hereby are empowered to take all necessary steps to cause the change of name to be registered with the Companies Registry of the Department of the Registrar General in the Company s jurisdiction of incorporation; and to amend the Company s Memorandum and Articles accordingly.! If they wish to direct their proxy to vote in a particular way on any of the resolutions proposed, Shareholders should indicate this by writing a cross X in the relevant box on the right above. Dated this day of May (please sign here). Signature of Voting Shareholder

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