Amer Group Holding Company S.A.E. ("Amer Group") and The Bank of New York Mellon (the "Depositary") have entered into a deposit agreement dated August 6, 2017 (the "Deposit Agreement"), which can be accessed using the following link:
A holder of global depositary receipts ("GDRs") that represent ordinary shares of Amer Group (the "Deposited Shares") deposited pursuant to the Deposit Agreement will have the rights set out in the terms and conditions of the Deposit Agreement.
The following summary describes certain of the rights attributable to the GDRs, but we strongly urge you to read the Deposit Agreement in its entirety as the following summary is not a full and complete description of the terms and conditions of the GDRs. Furthermore, Egyptian investors are subject to prevailing laws and regulations in Egypt that may prevent Egyptian investors from receiving proceeds in respect of the GDRs in currencies other than Egyptian pounds.
Subject to the terms and conditions of the Deposit Agreement, a holder of GDRs will have the right to:
* If exercising such rights are deemed by the Depositary to be unlawful or not reasonably practicable, a holder of GDRs instead has the right to receive the net proceeds in USD from the sale of such securities, property, rights or assets resulting from the exercise of such rights, as applicable.
The GDRs will be traded in United States dollars. The Depositary is located at 101 Barclay Street, 22nd Floor, New York, New York 10286.
As at October 4, 2017, the maximum number of GDRs that may be in issue at a given time is 8,359,165 (representing approximately 33% of Amer Group's outstanding ordinary shares), subject to further limitations and adjustments in accordance with the rules of the Egyptian Stock Exchange.
The information in this section does not constitute an offer of, or solicitation of an offer to purchase or subscribe for, the GDRs of Amer Group and there shall not be any sale of GDRs in the United States, or in any other jurisdiction where such an offer is unlawful prior to its registration or qualification under the laws of such jurisdiction. Likewise, it does not constitute an offer or solicitation of an offer to purchase or subscribe for GDRs of Amer Group to any person who may not by law receive such an offer or solicitation. The GDRs referred to herein have not been and will not be registered under the US Securities Act of 1933 and such securities may not be offered or sold in the United States or to the benefit of US persons (as such term is defined in Regulation S pursuant to the US Securities Act of 1933) absent registration under the US Securities Act of 1933 or such an exemption from registration and the Company does not intend to conduct an offer.
None of the information on this website nor any part or copy thereof may be brought or sent in or directly or indirectly distributed in the United States, Australia, Canada or Japan. Failure to observe these restrictions may constitute a violation of Australian, Canadian, Japanese or US securities law. The distribution of this information in other jurisdictions may be restricted by law and persons into whose possession this information comes should inform themselves about, and observe, any such restrictions.