First Day of Dealings
Epicure Qatar Equity Opportunities
31 July 2007
Epicure Qatar Equity Opportunities plc
31 July 2007
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN
Epicure Qatar Equity Opportunities plc: First Day of Dealings on AIM
Epicure Qatar Equity Opportunities plc (the 'Company') is pleased to announce
its admission to trading today on AIM and a Placing of Ordinary Shares raising
gross proceeds of US$171,355,000. The Company's share capital comprises
171,355,000 Ordinary Shares (ticker: EQEO) issued at US$1.00 and in addition,
34,271,000 Warrants have been issued on a 1 for 5 basis (ticker: EQEW).
The Company is a recently incorporated, Isle of Man registered, closed ended
investment company focused on investing primarily in quoted Qatari equities. The
Company's investment objective is to capture, principally through the medium of
Qatar's Stock Exchange, the Doha Securities Market ('DSM'), the opportunities
for growth offered by the expanding Qatari economy by investing in listed
companies or companies soon to be listed. The projected tripling of Qatar's
liquefied natural gas ('LNG') exports over the period 2006 to 2012 is expected
to underpin strong GDP growth and should continue to drive quoted corporate
revenues and profits.
The Company may also invest in listed companies, or companies soon to be listed,
in other Gulf Cooperation Council (GCC) Countries, up to a maximum of 15 per
cent. of its overall investments. In the absence of unforeseen circumstances,
the Investment Manager and Investment Adviser currently anticipate that the net
proceeds of the placing should be fully invested within three to four months of
admission.
Panmure Gordon acted as nominated adviser, broker and placing agent and
Helvetica (Isle of Man) Company Limited acted as distribution adviser.
Qatar Insurance Company S.A.Q. (QIC) is acting as Investment Adviser to the
Company and the Investment Manager and will be responsible for managing and
advising the Company as to the management and investment and reinvestment of the
assets. QIC's investment department manages the investment and treasury function
for the insurer and has a 21 year track record, generating a 17.5 per cent. IRR
on its investment portfolio over this time.
Leonard O'Brien, a non-executive director of the Company, commented:
'The Doha Securities Market is expected to be a major beneficiary of the
anticipated Qatari economic growth, which is being driven by a projected
tripling in the country's LNG exports over the next 5 years.
We believe the Company, advised by the, Doha-based team at QIC with considerable
experience in the local market, is well placed to take advantage of the
country's positive outlook.
We are delighted with the level of support that we have received from investors
and to be, what we believe to be, the first company listed on AIM to provide
access to Qatar's booming economy.'
For further information, please contact:
Epicure Qatar Equity Opportunities plc +41 (22) 908 1190
Leonard O'Brien
Panmure Gordon 020 7459 3600
Richard Gray
Andrew Potts
Ashton Clanfield
M:Communications 020 7153 1269
Tim Draper
Marylene Guernier
Defined terms have the meaning set out in the Admission Document dated 25 July
2007.
Panmure Gordon (Broking) Limited (acting as Nominated Adviser, Broker and
Placing Agent) are advising Epicure Qatar Equity Opportunities plc and no-one
else in relation to the placing of ordinary shares in the capital of the Company
(the 'Placing') and the application for admission ('Admission') of the entire
issued and to be issued share capital of the Company to trading on AIM and will
not be responsible to anyone other than Epicure Qatar Equity Opportunities plc
for providing the protections afforded to customers of Panmure Gordon (Broking)
Limited for providing advice in relation to the Admission.
This announcement does not constitute or form any part of an offer or invitation
to sell or issue, or any solicitation of an offer to purchase or subscribe for,
any shares in Epicure Qatar Equity Opportunities plc, nor shall it or any part
of it or the fact of its distribution form the basis of, or be relied on in
connection with, any contract thereof. The contents of this announcement have
not been approved by an authorised person and recipients of this announcement
who intend to purchase or subscribe for shares in Epicure Qatar Equity
Opportunities plc following its publication of an admission document in final
form are reminded that any such purchase or subscription may only be made on the
basis of the information contained in such document which may be different from
the information contained in this announcement. Accordingly, no reliance may be
placed for any purpose whatsoever on the information contained in this
announcement or on its completeness. No representation or warranty, express or
implied, is given by Epicure Qatar Equity Opportunities plc, its directors,
Panmure Gordon, Epicure Managers Qatar Limited, Helvetica (Isle of Man) Company
Limited, Qatar Insurance Company S.A.Q. or any other professional adviser as to
the accuracy or completeness of the information and opinions contained in this
announcement and no liability is accepted for the same.
This announcement does not constitute an offer to sell or issue, or the
solicitation of an offer to buy or subscribe for ordinary shares in the Company
in any jurisdiction to whom or in which such offer or solicitation is unlawful
and, in particular, is not for release, publication or distribution in or into
the United States, Canada, the Republic of South Africa or Japan or (including
their territories, possessions and all areas or territories subject to their
jurisdiction) or to any national, resident or citizen of the United States of
America, Canada, the Republic of South Africa or Japan or to any corporation,
partnership or other entity created or organised under the laws thereof, or to
any persons in any other country outside the United Kingdom where such release,
publication or distribution may lead to a breach of any legal or regulatory
requirement.
This announcement does not constitute a recommendation concerning the Placing.
The value of shares can go down as well as up. Past performance is not a guide
to future performance. Potential investors should consult a professional adviser
as to the suitability of the Placing for the investor concerned.
This document is not an offer of securities for sale in the United States of
America, its territories or possessions (the 'United States'). The shares to be
offered in the Placing have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the 'Securities Act'), and may not be
offered or sold in the United States or to any 'US person' (as defined in
Regulation S under the Securities Act) except pursuant to an exemption from the
registration requirements thereof.
Certain information contained in this announcement includes forward-looking
statements. Such forward-looking statements are not guarantees of future
performance. These statements are based on current expectations and beliefs and
are subject to a number of factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements, including the risks to be described in the admission document. The
Company does not undertake, nor does it have any obligation, to provide updates
or to revise any forward-looking statements except as may be required by
applicable law and regulation (including the AIM Rules).
................................................................................
The Company
Epicure Qatar Equity Opportunities plc is a newly incorporated Isle of Man
company established to capture, principally through the medium of the Doha
Securities Market, the opportunities for growth offered by the rapidly expanding
Qatari economy by investing in listed companies or companies soon to be listed.
Its share capital is denominated in US Dollars and consists of a single class of
Ordinary Shares, with Warrants attached on the basis of one Warrant for every
five Ordinary Shares. Each Warrant entitles the holder to subscribe for one
Ordinary Share at a price of US$1.25 each, and is exercisable on 31 October in
any of the years 2008 to 2012 (both inclusive).
In the absence of unforeseen circumstances, the Investment Manager and
Investment Adviser currently anticipate that such net proceeds should be fully
invested within 3 to 4 months of Admission.
Investment Manager
Epicure Managers Qatar Limited, a recently incorporated British Virgin Islands
company, has been appointed by the Company as investment manager and will be
responsible for the management of the Company's assets and in particular, for
retaining the services of the Investment Adviser. Epicure Managers Qatar Limited
is a wholly owned subsidiary of Unicos Partners LLP, which is incorporated in
Singapore.
Investment Adviser
Qatar Insurance Company S.A.Q. ('QIC'), a public shareholding company
incorporated in Qatar, has been engaged by the Investment Manager and the
Company to act as investment adviser. The Investment Adviser will be responsible
for managing and advising the Company as to the management and investment and
reinvestment of the assets of the Company and to monitor the performance and
operation of, subject always to the overall policies, direction and control of
the Board and the Investment Manager, the investment policy and restrictions.
QIC, which was established in 1964, is one of the oldest property and casualty
insurers in the region. QIC was the first domestic insurance company in Qatar
and currently holds a 50 per cent. market share. It has an 'A' rating from
Standard & Poors and operates in several countries across the GCC Region. It is
listed on the Doha Securities Market with a market capitalisation of QR4.3
billion (US$1.2 billion).
QIC's investment department directly manages an investment (including cash)
portfolio of US$982 million out of which a total of US$341 million is invested
in the local Qatari equity markets. The Investment Adviser has agreed to invest
US$25 million in the Company as part of the Placing, which will align the
interests of the Investment Adviser with those of Shareholders.
QIC's investment department, which is headed by Sunil Talwar who has been with
QIC during this 21 year period, is staffed by a team of nine professionals
including a dedicated back office team of four.
Investment Guidelines
No single investment position will exceed 15 per cent. of the Net Asset Value of
the Company. No holding will exceed 5 per cent. of the outstanding shares in any
one company. The Company may hold up to a maximum of 15 per cent. of its Net
Asset Value outside Qatar, within the GCC region, if these markets offer more
liquid opportunities and/or to capture Qatari themes. It is expected that the
GCC markets which are most likely to offer such investment opportunities are the
United Arab Emirates, Kuwait and Oman.
Investment Philosophy and Approach
The Company will initially apply a top-down screening process to identify those
sectors which should most benefit from sectoral growth trends. Fundamental
industry and company analysis, rather than benchmarking, will form the basis of
both stock selection and portfolio construction. In the normal course of events,
the Investment Adviser expects the Company to be fully-invested, although the
Company may, however, hold cash reserves pending new IPOs. It is expected that
the Company will hold positions for the long-term and thus have limited
turnover.
Investment Pipeline
The Investment Manager has, on behalf of the Company, entered into a number of
informal discussions with third parties (which may include Shareholders) with a
view to identifying available blocks of stock to potentially purchase. The
combination of liquidity from these proposed transactions, together with stock
market turnover, should, in the absence of unforeseen circumstances, enable the
Company to be fully invested within 3 to 4 months of Admission.
Board of Directors
The Company has been established with a board of four, all of whom are
non-executive and all of whom, except for Leonard O'Brien are independent of the
Company's service providers. A majority of the Directors are resident outside
the United Kingdom:-
David von Simson (aged 56, Non-Executive Chairman)
David von Simson is a co-founder of Europa Partners Limited, a London-based
investment bank and was formerly a managing director of Warburg Dillon Read (now
UBS). He was successively chief executive, then chairman, of SBC Warburg France,
which was a leading foreign-owned investment banking, stock broking and
fund-management group in France.
Before joining Warburg Dillon Read in 1995 (when Swiss Bank Corporation acquired
S.G. Warburg), he was co-head of corporate finance at Swiss Bank Corporation in
London. Prior to joining Swiss Bank Corporation in 1985, he was an executive
director of Hill Samuel & Co. Limited. He has also served as a non-executive
director of companies, including Gardner Merchant Services Group plc, a leading
food services provider in the UK. He was founding chairman of InTechnology plc,
which was admitted to trading on AIM in 2000. He also serves as non-executive
chairman of the AIM quoted Prospect Epicure J-REIT Value Fund plc and of PME
African Infrastructure Opportunities plc.
David has an honours degree in Law from Oxford University.
Paul Martin Macdonald (aged 54, Non-Executive Director)
Paul Macdonald qualified as a chartered accountant in 1979. He worked for
Pilkington plc for 16 years, the last 7 of these in Germany. In Germany he was
managing director for Pilkington Deutschland GmbH (holding company) and managing
director of both Flachglas AD (glass manufacturer) and Dahlbusch AD (property
and holding company). For the last 8 years Paul has been active in the private
equity market and has been successful in developing a number of companies
covering a number of industries including Sirona Beteiligungs GmbH (Germany), a
leveraged buy-out from Siemens. Paul is a non-executive director of Prospect
Epicure J-REIT Value Fund plc.
Leonard Joseph O'Brien (aged 39, Non-Executive Director)
Leonard O'Brien is joint managing director and 50 per cent. shareholder of Silex
Financial Services Group which consists of Silex Holdings Limited and its two
wholly owned subsidiaries, Silex Management Limited and Silex Trust Company
Limited. Len is also a non-executive director of Speymill Deutsche Immobilien
Company plc, an AIM-listed German property investment company and Prospect
Epicure J-REIT Value Fund plc. He previously worked with Stonehage Financial
Services Group (incorporating the Chesterfield Group), and served as a director
on the boards of Regal Trustees Limited (Jersey) and Aegis Trust Company Limited
(Cayman) and has acted as a Membre de Direction of Barclays Bank (Suisse) SA,
Geneva. Len is a qualified chartered accountant.
Nicholas Vernon Wilson (aged 62, Non-Executive Director)
Nick Wilson has over 30 years experience in hedge funds, derivatives and global
asset management. He has established and run offshore branch operations for
MeesPierson Derivatives Limited, ADM Investor Services International Limited and
several other London based brokerage companies. He is non-executive chairman of
Alternative Investment Strategies Limited, the longest running London quoted
fund of hedge funds and a constituent of the FTSE All Share Index. In addition,
he sits on the boards of a number of other public companies, including RAB
Special Situations Company Limited. He is resident in the Isle of Man.
Fees and Expenses
In consideration for the Investment Manager performing asset and portfolio
management services, the Investment Manager will be paid a management fee of
1.25 per cent. per annum of the Net Asset Value of the Company, payable
quarterly in arrears.
Performance fee
The Investment Manager is also entitled to a performance fee in the event that
(i) the year end Adjusted Net Asset Value per Ordinary Share is greater than the
High Watermark and (ii) the year end Adjusted Net Asset Value per Ordinary Share
exceeds the Target Net Asset Value per Ordinary Share during the relevant
Performance Period.
In the event of a liquidation of the Company, the calculation of the performance
fee (if any) will be based on the Company's Adjusted Net Asset Value on the
final day of trading of the Ordinary Shares on AIM.
The performance fee will amount to 20 per cent. of the increase in the year end
Adjusted Net Asset Value per Ordinary Share above the Target Net Asset Value per
Ordinary Share multiplied by the time weighted average number of Ordinary Shares
in issue during the relevant Performance Period.
Distribution Policy
The Company's objective is to achieve capital growth. It is therefore
anticipated that substantially all realised capital gains derived from the
Company's investment portfolio will be re-invested. Income received from the
Company's investment portfolio may be distributed to Shareholders, dependent on
the Company's results, financial position profits available for distribution and
other factors regarded by the Directors as relevant at the time.
Borrowings
The Company will have the capacity to borrow but the Company will not normally
borrow for the purpose of making investments, except on a short-term basis and
where the investment opportunity is considered to be compelling. Borrowings will
in any event be limited, as at the date on which the borrowings are incurred, to
5 per cent. of Net Asset Value.
Hedging
The Company does not intend to make use of any hedging mechanisms or derivative
instruments.
Valuation Policy
The Company intends to publish its Net Asset Value in US Dollars on a weekly
basis on a regulatory information service approved by the FSA.
Life of the Company
The Company currently does not have a fixed life but the Board considers it
desirable that Shareholders should have the opportunity to review the future of
the Company at appropriate intervals. Accordingly, at the annual general meeting
of the Company in 2012 it is intended that an ordinary resolution will be
proposed that the Company ceases to continue as presently constituted. If the
resolution is not passed, a similar resolution will be proposed at every third
annual general meeting thereafter. If the resolution is passed, the Directors
will be required to formulate proposals to be put to Shareholders to reorganise,
unitise or reconstruct the Company or for the Company to be wound up.
This information is provided by RNS
The company news service from the London Stock Exchange