Orascom Development Holding AG: announces details of rights offering Donnerstag, 03. Dezember 2015 - 07:11

Altdorf/Cairo, 3 December 2015 - Orascom Development Holding AG (SIX: ODHN,
"ODH" or the "Company") today publishes the terms of the planned rights
offering. As previously announced on 30 November 2015, ODH plans to raise
new equity capital to strengthen its financial resources and to support the
further financing of the real estate developments required to meet the
minimum build obligations in Oman and Montenegro for 2016 and 2017.

The rights offering relates to 11,866,779 new registered shares. The ODH
Board of Directors has set the offer price at CHF 11.28 per share, below
the nominal value and at a slight premium to the 30 day Volume Weighted
Average Price "VWAP". As a result of this transaction, the equity of the
Company, before deducting transaction fees,  will be increased by CHF 133.8
million. This increase will come from gross cash proceeds of CHF 49.6
million and the conversion of a loan from our major shareholder of CHF 84.2
million into equity. The remainder of the newly created share capital will
be a mere reclassification of reserves into share capital in order to
comply with Swiss Corporate Law restrictions.

ODH shareholders will receive one subscription right for every registered
share they hold on 7 December 2015 (after market close). 12 Subscription
rights will grant the holder the right to purchase 5 new shares against
payment of the offer price, subject to certain restrictions applicable to
the rights offering, including restrictions under relevant securities laws.
 
The subscription rights must be exercised between 8 December and 14
December, 12:00 noon CET. Subscription rights which have not been validly
exercised during the rights exercise period will expire without
compensation. The listing and first trading day of the new registered
shares on SIX Swiss Exchange is expected to occur on 16 December 2015 and
delivery of the new registered shares against payment of the offer price on
17 December 2015.

Holders of our Egyptian Depository Receipts ("EDRs") will be able to
exercise the subscription rights relating to the shares underlying the EDRs
through the central depositary for the EDRs, Misr for Clearing, Settlement,
and Central Depository ("MCSD"), and subscription will be in EGP. Each EDR
will be priced at 1/20 of the offer price per share of CHF 11.28, which is
the equivalent of CHF 0.5640 in EGP at the Central Bank of Egypt's official
prevailing 'sell' exchange rate on Wednesday, December 2nd, 2015

Our main shareholder Samih O. Sawiris has committed to participate,
indirectly through controlled entities, in the capital increase through the
exercise of all of the subscription rights allotted to him (or to entities
controlled by him) by way of setting off an existing loan in the amount of
CHF 84.2 million granted to ODH against the aggregate offer price of such
offered shares. In addition, Samih O. Sawiris, through a controlled entity,
has entered into a commitment to purchase for an aggregate amount of up to
CHF 49.6m all offered shares for which rights were not validly exercised by
existing shareholders at the same conditions as for existing shareholders
of the company.

For further information on the capital increase, please refer to the
offering and listing prospectus published today.

The expected timetable for the capital increase is as follows:
3 December 2015 Announcement of details of rights offering 
                Publication of offering and listing prospectus

7 December 2015 After close of trading on SIX Swiss Exchange: Cut-off date 

                for determination of existing shareholders for the 
                entitlement of subscription rights. Shareholders who 
                acquire registered shares after the cut-off date will 
                acquire shares without entitlement to subscription rights

8 December 2015 Start of rights exercise period

14 December 2015 12:00 noon CET: End of rights exercise period
                 After close of trading on SIX Swiss Exchange: press   
                 release regarding the number of exercised subscription 
                 rights (take-up)

16 December 2015 Listing and first day of trading of new registered shares

17 December 2015 Delivery of the new registered shares against payment of 
                 the offer price

About Orascom Development Holding AG 
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 primary focus on touristic destinations. The
Group currently operates eight destinations; four in Egypt El Gouna, Taba
Heights, Haram City and Makadi, The Cove in United Arab Emirates , Jebel
Sifah and Salalah Beach in Oman 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.


Investor Relations Contacts 
Sara El-Gawahergy        
Head of Investor Relations 
Tel: +0100 218 5651
Tel: +41418741711    
Email: ir@orascomdh.com         

Contact Media Relations
media@orascomdh.com

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
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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.

The information contained herein shall not constitute an offer to sell or
the solicitation of an offer to buy, in any jurisdiction in which such
offer or solicitation would be unlawful prior to registration, exemption
from registration or qualification under the securities laws of any
jurisdiction.

This document is not for distribution, directly or indirectly, in or into
the United States (including its territories and dependencies, any state of
the United States and the District of Columbia), Canada, Japan, Australia
or any jurisdiction into which the same would be unlawful. This document
does not constitute or form a part of any offer or solicitation to
purchase, subscribe for or otherwise acquire securities in the United
States, Canada, Japan, Australia or any jurisdiction in which such an offer
or solicitation is unlawful. ODH shares have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or under any securities laws of any state or other
jurisdiction of the United States and may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, within the United States except pursuant to an applicable
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States.
Subject to certain exceptions, the ODH shares are being offered and sold
only outside the United States in accordance with Regulation S under the
Securities Act. There will be no public offer of these securities in the
United States.

The ODH shares have not been approved or disapproved by the U.S. Securities
and Exchange Commission, any state's securities commission in the United
States or any U.S. regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of the ODH
shares or the accuracy or adequacy of this document. Any representation to
the contrary is a criminal offence in the United States.
The information contained herein does not constitute an offer of securities
to the public in the United Kingdom. No prospectus offering securities to
the public will be published in the United Kingdom. This document is only
being distributed to and is only directed at (i) persons who are outside
the United Kingdom or (ii) to investment professionals falling within
article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and
other persons to whom it may lawfully be communicated, falling within
article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). The securities are only available to,
and any invitation, offer or agreement to subscribe, purchase or otherwise
acquire such securities will be engaged in only with, relevant persons. Any
person who is not a relevant person should not act or rely on this document
or any of its contents.
Any offer of securities to the public that may be deemed to be made
pursuant to this communication in any EEA Member State that has implemented
Directive 2003/71/EC (together with any applicable implementing measures in
any Member State, the "Prospectus Directive") is only addressed to
qualified investors in that Member State within the meaning of the
Prospectus Directive.