Orascom Development Holding AG: Swiss Takeover Board Rules that Voluntary Delisting of EDRs Not Subject to Swiss Takeover Law

Monday, 30 January 2017

Orascom Development Holding AG: Swiss Takeover Board Rules that Voluntary Delisting of EDRs Not Subject to Swiss Takeover Law

Orascom Development Holding AG / Key word(s): Miscellaneous/Miscellaneous

30-Jan-2017 / 07:00 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 KR

Press Release

Orascom Development Holding AG: Swiss Takeover Board Rules that Voluntary Delisting of EDRs Not Subject to Swiss Takeover Law

Altdorf, 30 January 2017 - Following the approval by the Board of Directors on 26 December 2016, of the voluntary delisting of all Egyptian Depositary Receipts (EDRs) from the Egyptian Exchange and taking all necessary actions before all governmental and non-governmental authorities in Egypt and in Switzerland, the company filed a request for ruling with the Swiss Takeover Board (TOB), requesting among other that the TOB find that the delisting of the EDRs is not subject to Swiss takeover law. On 17 January 2017, the TOB ruled in favor of such request and issued the following ruling:

1. The right of the holders of Egyptian Depositary Receipts (EDRs) of Orascom Development Holding AG, as a result of the delisting of the EDRs from the Egyptian Exchange, to tender their EDRs, and the company's obligation to repurchase the EDRs or to exchange them into shares of the company, respectively, are not subject to the provisions on public tender offers.

2. Following the issuance of the ruling to Orascom Development Holding AG, the ruling will be published on the website of the Takeover Board.

3. Orascom Development Holding AG is obliged to publish the operative part of the ruling of the Takeover Board, together with a note that qualified shareholders (as defined below) may file an objection against the decision.

4. The fee chargeable to Orascom Development Holding AG amounts to CHF 30,000.

A shareholder providing evidence of holding at least three percent of the voting rights in the company, whether exercisable or not (a qualified shareholder, art. 56 of the Swiss Takeover Ordinance (TOO)), and who has not yet participated in the proceedings may file an objection against the ruling. The objection has to be filed with the TOB within five trading days following the publication of the decision. The objection must contain a formal request and a summary of the legal grounds, as well as proof of the holding pursuant to art. 56 para. 3 and 4 TOO (art. 58 para. 4 TOO).

Orascom Development Holding is currently undertaking the necessary procedures with the regulatory bodies in Egypt in connection with the voluntary delisting. In accordance with the requests of the relevant authorities in Egypt, the Board of Directors has resolved on 29 January 2017 to approve the proposal of the voluntary delisting of the EDRs and to call an extraordinary general meeting of the Company and to present to the meeting the proposal to approve the voluntary delisting. The date of the extraordinary general meeting is yet to be determined following consultation with the authorities in Egypt and will be announced in the invitation to the extraordinary general meeting.

About Orascom Development Holding

Orascom Development is a leading developer of fully integrated destinations that include hotels, private villas and apartments, leisure facilities such as golf courses, marinas and supporting infrastructure. Orascom Development's diversified portfolio of destinations is spread over eight jurisdictions (Egypt, UAE, Jordan, Oman, Switzerland, Morocco, Montenegro and United Kingdom), with a primary focus on touristic destinations. The Group currently operates ten destinations; five in Egypt El Gouna, Taba Heights, Makadi, Fayoum and Haram City, The Cove in United Arab Emirates, Jebel Sifah and Salalah Beach in Oman, Lustica Bay in Montenegro and Andermatt in Switzerland. Orascom Development has a dual listing, with a primary listing on the SIX Swiss Exchange and a secondary listing on the EGX Egyptian Exchange.

Contact for Investors:
Sara El Gawahergy
Head of Investor Relations
Tel: +202 246 18961
Tel: +41 418 74 17 11
Email: ir@orascomdh.com

Contact for Media Relations:
Philippe Blangey
Dynamics Group AG
Tel: +41 432 68 32 35
Email: prb@dynamicsgroup.ch

Disclaimer & Cautionary Statement

The information contained in this e-mail, its attachment and in any link to our website indicated herein is not for use within any country or jurisdiction or by any persons where such use would constitute a violation of law. If this applies to you, you are not authorized to access or use any such information. Certain statements in this e-mail and the attached news release may be forward-looking statements, including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Forward-looking statements include statements regarding our targeted profit improvement, return on equity targets, expense reductions, pricing conditions, dividend policy and underwriting claims improvements. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results and Orascom Development Holding AG 's plans and objectives to differ materially from those expressed or implied in the forward looking statements (or from past results). Factors such as (i) general economic conditions and competitive factors, particularly in our key markets; (ii) performance of financial markets; (iii) levels of interest rates and currency exchange rates; and (vii) changes in laws and regulations and in the policies of regulators may have a direct bearing on Orascom Development Holding AG's results of operations and on whether Orascom Development Holding AG will achieve its targets. Orascom Development Holding AG undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or circumstances or otherwise. It should further be noted, that past performance is not a guide to future performance. Please also note that interim results are not necessarily indicative of the full-year results. Persons requiring advice should consult an independent adviser.

End of ad hoc announcement