Page 1

Information Memorandum


Executive Summary

1

Compelling Market Opportunity

2

Investment Strategy

5

An Experienced Leadership Team

8

Governance

10

Investment Considerations

12

Financial Projections

15

Appendix - Pipeline Opportunities

20


66

Executive Summary Specialized Industrial Investment (“SPIN” or “the Company”) is a Kuwaiti Closed Shareholding Company formed to invest in the growing industrial and related ancillary sectors. The Company will mainly focus on investments in the GCC region, but may invest in other countries if the opportunities are within the Company’s stated business and investment strategy. The Company will be capitalized with 300 million shares at 110 Kuwaiti fils per share, providing investors with a unique opportunity to participate in a diversified, Sharia’a compliant, industrial holding company. The Company will be led by Mr. Faisal Meshari Al Anjari, Mr. Robert Soussa and Mr. Jafar Al Qalaf, each a prominent business personality in their community. SPIN firmly believes and understands the importance and benefits of following Sharia’a principles. In this regard, the Company will carry out all its business activities in compliance with Sharia’a Law, knowing that the above objectives may not be interpreted in such a way that allows the company to carry out, directly or indirectly, any usury activities, whether in the form of interest (“Riba”) or any other forms which are prohibited by the Sharia’a Law.

4


Compelling Market Opportunity Despite the global economic headwinds experienced over the last year, the

4.30

outlook in the GCC and MENA region looks extremely positive. Growth is

4.28

projected to rise to over 4.5 percent in 2009 with the current account surplus

4.26

expected to remain significant. The inflation pressures should moderate

4.24

as rents ease with the completion of a large number of new housing units

4.22

(Qatar and the United Arab Emirates) and limited price controls take effect

4.20

Manufacturing Production

4.18

(caps on rents in the UAE and Oman, and subsidies on some food items in

4.16

Saudi Arabia).

4.14

Whenever the economy is in a recession (or a downturn), industrial output

Industrial Production

1989

4.66

4.62

however, lasts for a short period. As an economy emerges from a recession

4.60

and begins demonstrating signs of growth, demand for industrial goods

4.58

improves and the industrial sector generates faster relative growth.

4.56

1991

1992

1993

Manufacturing Production

4.64

is adversely affected. The trend of declining industrial output always,

1990

Industrial Production

4.54

As depicted on the right, industrial and manufacturing production dipped during 1990s (and 2001s) downturn, increasing rapidly from 1993 (and 2003) during recovery phase.

4.52

1998

1999

2000

2001

2002

2003


UAE

1,205,333

685,432

75.9

GCC total

2,456,739

1,537,158

59.8

Iran

279,501

107,880

159.1

Iraq

97,206

29,452

230.0

2,833,446

1,674,490

69.2

Gulf total(cont’d) Compelling Market Opportunity

Source: MEED Projects

8.7 Growth Drivers for Industrial Sector in the GCC 100 million jobs to be created by 2020 Favorable Tax Environment High GDP Growth into the region by 2011 One third of worldwide infrastructure spending is in Middle East by 2011 Private/ Public Partnership

Current Account Surplus Increasing Transport, Logistics and Infrastructure Most favorable tax environment

2

Increasing Population


12

Compelling Market Opportunity (cont’d)

The GCC and MENA markets present a favorable market environment supporting investment into the industrial sector, notably: »» Economic Diversification and Government Support »» Favorable Tax Environment »» Availability of Utilities and Infrastructure »» Improving Transportation and Logistics Services »» Land Characteristics and Zoning »» Relatively High Liquidity »» Increasing Population Base

3


Investment Strategy SPIN’s Investment Strategy is to create a diversified, Sharia’a compliant portfolio of industrial assets in the GCC and MENA region with a targeted portfolio IRR of 20%+. The Company will achieve is mission by focusing on the development and/or acquisition of industrial companies; the establishment of industrial related funds or investing in similar funds; asset management activities; and, financial advisory services. SPIN will employ an asset-based approach that focuses on cash flow positive acquisitions with a concentration on short to medium term returns and dividend income. Each project will have a clear exit strategy. Risk will be actively mitigated by structuring investments through more secure instruments such as mezzanine, preferred equity, yield coupons and

other structures.

Additionally, the Company will secure interim cash inflows to the Company through advisory services. 4


30

Investment Strategy (cont’d)

Management has determined that considerable opportunites exist in the industrial sector, including ancillary services, industrial real estate and financial services sub-sectors. Targeted Portfolio: »» Up to 30% in industrial greenfield projects »» Up to 30% in acquisition of Industrial companies »» Up to 25% in industrial related ancillary sectors »» Up to 15% in industrial real estate sector such as industrial cities »» An investment in any one entity will not exceed 50% of SPIN’s total investments. The Company employs a rigourous investment due diligence process. The due diligence consists of: »» Market driven due diligence »» Technical or operational due diligence »» Financial due diligence »» Legal due diligence »» Management due diligence 5


34

Investment Strategy (cont’d)

Based on the result of the above due diligence process, the Company will develop its own business projections and internal evaluation of each opportunity. The detailed and scrupulous monitoring process will include corporate governance representations as well as hands on participation in all financial and operational performance milestones of portfolio companies. The Company shall operate and execute all its investment activities in accordance with Islamic Shari’a principles. The Shari’a Board will advise the management on all the investment Activities that the Company intends to follow. All use of leverage by the Company is intended to be Shari’a compliant, as determined in the sole judgement of the Company’s management in consultation with the Shari’a Board.

6


38

An Experienced Leadership Team Mr. Faisal Meshari Al Anjari has over ten years of experience with banks and investment companies such as NBK, Gulf Bank and Al Muthanna Investment Co. A recent example of Mr. Al Anjari’s leadership has been the development of Specialised Glass Industries Company to become a leading glass manufacturer in three GCC countries in just two years. Mr. Robert Soussa has over twenty years of experience in the private and banking sectors supported by his Master Degree (MBA) in Industry & Commerce and Master Degree (MBA) in Finance & Banking from Saint Joseph University of Lebanon. Mr. Robert Soussa served as a Board Member in Kuwait & Gulf Link Holding Co. KSC, Damiatta International Ports Co. (Egypt), KGL Passenger Transport Co KSC, Kuwait Asphalt Emulsion Co. KSC, Sudan River Transport Co. and Ras Al Khaimah Shipping Co. Mr. Jafar Alqallaf has received his Bachelor Degree Major in Economics and Minor in Political Science from Kuwait University. Mr. Alqallaf has served on the Boards of Directors of Kuwait and Qatar Holding KSC, Aqar Real Estate Projects KSC and Kuwait International Water Company KSC. He is currently a Board Member of Kuwait International Bank KSC and Ajwan Alkhaleej Real Estate Company KSC.

7


years of experience in the banking and private sectors at senior management positions. The proposed organization chart, given below, is based on the principles of segregation of core, support, monitoring, control and execution functions. Further, some functions may be outsourced. The organization

Management Structure

In the initial years, more than one function may be managed by a single and operational controls are not compromised.

5.7 Board of Directors 5.7.1 Structure The Company, in accordance with its Memorandum and Articles of Association, will appoint 7 Board Members, at least two-thirds of whom are independent non-Executive Directors in accordance with best

8

practice corporate governance. The promoters shall be entitled to two board seats. The Board of Directors will provide management oversight and ensure best market practice in respect of


56

Governance The Board of Directors shall set the overall business and strategic objectives for the Company. As the representative of the Shareholders of the Company, the Board of Directors will review the performance of the core business lines and provide guidance on the adopted strategy. The Board of Directors may also identify opportunities and make recommendations for the core business lines to capitalize on such opportunities. In discharging their duties and responsibilities, the Board of Directors will be supported by a number of committees, the CEO and the heads of departments. There is a specific need for committees that are independent of any functional influence to oversee the Company’s activities. Additionally, the committees will be required to act as ultimate approvalauthorities. The following main committees shall be established once the Company is formed: Executive Committee Internal Audit Committee, Investment Committee and Risk Management Committee.

9


Governance (cont’d)

SPIN will be managed in accordance with the highest management principles and in accordance with Sharia’a law. The Company’s activities will be governed by the Shari’a Supervisory Board, as per the requirements of the Accounting and Auditing Organization for Islamic Financial Institutions (AAOIFI), consisting of three leading Shari’a scholars. These Shari’a scholars are experts not only in Islamic law but also in banking and finance. The Board will be entrusted with the duty of directing, reviewing and supervising the activities of the Company in order to ensure that they are in compliance with Islamic Shari’a principles. The rulings of the Shari’a Board will be binding on the Company. A Shari’a Compliance Unit will be created to operate as a facilitator for obtaining necessary approvals from the Shari’a Supervisory Board. It will directly report to the Shari’a Board. The responsibility of the Shari’a Compliance Unit is to make sure that the daily business operations of the Company are in accordance with Shari’a principles.

10


Investment Considerations This Private Placement Memorandum is offering 300,000,000 shares, amounting KD 30 million. These shares represent 100% ownership in the Company’s total proposed issued share capital. The Shares will be offered to Investors at a sale price of 110 Fils per share. The sale price comprises the par value of 100 Fils per share and the Promoters and Marketing & Development Fees of 10 Fils per share. The Company will be incorporated as a Kuwaiti Shareholding Company (Closed) and subject to the provisions of the laws of the State of Kuwait as applicable and the Memorandum of Association and Articles of the Company operating under Islamic Sharia law. The Shares are ordinary voting shares of the Company and thus entitle a Shareholder to participate in dividends, the distribution of assets in the case of liquidation of the Company, and to vote in respect of matters relating to the Company in accordance with the Articles of Association of the Company.

11


Investment Considerations (cont’d)

The shares of the Company shall not become tradable before the lapse of three years from the date of registering the Company in the Commercial Registry and the payment of the full value of the shares. Excluded from this shall be trading in shares among the Promoters during this period. The net proceeds of the offering, after deduction of all costs, fees and expenses incurred in connection with the Offering, will be used by the Company towards the operations of the Company and to cover any related expenses that may arise at a later stage. Specialized Industrial Investment Company will appoint M/s Al-Rayah International Consulting & Training Co. as their Shari’a adviser. The members of this board are: Dr. Essa Zaki Dr. Ali Al Rashed Dr. Khaled Al Safi

12


Investment Considerations (cont’d)

The current committed shareholding base of SPIN consists of the following: Al Jawhara Invest Holding Co.: KD 6Million Souqour Al Yamama (KSA): KD 6Million Individuals from Kuwait: KD 1,5Million Kuwaiti Islamic Financial Institution: KD 3Million Total Committed up to Date: KD 16,5Million

13


9. Financial Projections Income Statement

Income Statement

Year 1

Year 2

Year 3

Year 4

Year 5

Revenue from operating activities

2,416,250

5,878,750

8,789,875

12,137,675 13,717,046 16,747,598

17,825,208

Returns on deposits

661,300

491,761

96,373

89,700

247,886

Total Revenue

3,077,550

6,370,511

8,886,248

12,227,375 13,833,820 16,889,578

(500,000)

-

-

(300,000)

(540,000)

(1,020,000)

(1,380,000) (1,620,000) (1,740,000)

(1,740,000)

(463,200)

(733,920)

(873,180)

(1,012,440) (1,147,080) (1,454,640)

(1,589,280)

General and admin expenses

(72,488)

(176,363)

(307,646)

(424,819)

(480,097)

(669,904)

(713,008)

Marketing expenses

(120,813)

(293,938)

(483,443)

(667,572)

(754,438)

(1,004,856)

(1,247,765)

Annual fees paid to Sharia board

(10,000)

(10,000)

(15,000)

(15,000)

(20,000)

(20,000)

(20,000)

(142,800)

(149,940)

(157,437)

(165,309)

(173,574)

(182,253)

(191,366)

Depreciation and amortization

(52,500)

(61,875)

(65,625)

(69,563)

(81,197)

(36,163)

(36,971)

Legal and professional fees

30,000

31,500

33,075

34,729

36,465

41,288

46,353

Finance cost

(816,000)

(699,429)

(582,857)

(466,286)

(349,714)

(233,143)

(116,571)

Provisions for delinquencies

(100,000)

(180,000)

(340,000)

(460,000)

(540,000)

(580,000)

(580,000)

Total expenses

(2,047,800) (2,813,964)

(3,812,113)

(4,626,259) (5,129,634) (5,879,670)

(6,188,608)

1,029,750

3,556,547

5,074,135

7,601,116

8,704,186

11,009,907

11,884,485

KFAS

(9,268)

(32,009)

(45,667)

(68,410)

(78,338)

(99,089)

(106,960)

Zakat

(10,205)

(35,245)

(50,285)

(75,327)

(86,258)

(109,108)

(117,775)

Directors’ remuneration

(20,000)

(20,000)

(20,000)

(20,000)

(20,000)

(20,000)

(20,000)

990,277

3,469,293

4,958,183

7,437,379

8,519,589

10,781,710

11,639,750

116,774

Year 6 141,979

Year 7

18,073,094

Expenses and other charges:

Financial Projections

Cost of murabaha

14

directors’ remuneration

-

-

-

-


Balance Sheet

Balance Sheet

Year 0

Year 1

Year 2

Year 3

Year 4

Year 5

Year 6

Year 7

Cash and cash equivalents

19,450,000

14,463,550

2,834,506

2,638,245

3,434,537

4,175,861

7,290,765

8,989,591

Investments in funds

4,000,000

5,000,000

7,500,000

7,875,000

8,268,750

8,682,188

8,855,831

9,387,181

16,000,000

20,000,000 30,000,000

31,500,000

33,075,000 34,728,750 35,423,325

37,548,725

153,125

346,563

367,156

389,106

412,513

427,718

457,206

50,000

37,500

53,125

42,500

28,688

24,028

25,230

26,491

200,000

160,000

120,000

80,000

40,000

80,000

60,000

40,000

5,000,000

9,000,000

17,000,000

23,000,000 27,000,000 29,000,000

-

-

-

Assets :

Direct investments in projects, companies and JVs

Financial Projections

Receivables Furnishing Murabaha receivables

-

-

Pre-operating costs

500,000

Total Assets

40,200,000

44,814,175 49,854,194

59,502,901

-

-

-

68,236,081 75,103,339 81,082,869

29,000,000 85,449,193

Liabilities and Equity: Liabilities

-

Payables

-

81,041

149,697

280,637

380,402

Murabaha payables

-

5,000,000

9,000,000

17,000,000

23,000,000 27,000,000 29,000,000

Long term loan

10,200,000

8,742,857

7,285,714

5,828,571

4,371,429

Total Liabilities

10,200,000

13,823,898 16,435,411

23,109,209

27,751,830 30,359,294 30,947,968

29,494,417

30,000,000

30,000,000 30,000,000

30,000,000

30,000,000 30,000,000 30,000,000

30,000,000

-

-

-

-

445,008 2,914,286

490,825 1,457,143

494,417 29,000,000 -

Equity Share capital Retained earnings

-

887,302

2,960,153

5,427,649

8,758,096

12,147,472 16,437,337

21,068,763

Statutory reserve

-

102,975

458,630

966,043

1,726,155

2,596,573

4,886,013

3,697,564

Total Equity

30,000,000

30,990,277 33,418,782

36,393,692

40,484,251 44,744,046 50,134,901

55,954,776

Total liabilities and Equity

40,200,000

44,814,175 49,854,194

59,502,901

68,236,081 75,103,339 81,082,869

85,449,193

15


Cash Flow Statement

Cash Flow Statement

Year 0

Year 1

Year 2

Year 3

Year 4

Year 5

990,277

3,469,293

Year 6

Year 7

4,958,183

7,437,379

8,519,589

-

-

-

-

-

-

-

-

-

-

-

-

Cash flows from operating activities

Adjustments: Pre-operating costs

Financial Projections

(500,000)

500,000

Depreciation

-

52,500

61,875

65,625

69,563

81,197

36,163

36,971

Receivables

-

(153,125)

(193,438)

(20,594)

(21,950)

(23,407)

(15,205)

(29,488)

Payables

-

81,041

68,656

130,940

99,764

64,606

45,817

3,592

Finance cost

-

816,000

699,429

582,857

466,286

349,714

233,143

116,571

(500,000)

2,286,693

4,105,815

5,717,012

8,051,042

8,991,700

11,081,628 11,767,396

(4,000,000)

(1,000,000)

(2,500,000)

(375,000)

(393,750)

(413,438)

(173,644)

Net cash generated from operating activities

16

-

10,781,710 11,639,750

Cash flows from investing activities Investments in funds Direct investments in projects, companies and JVs Purchase of furnishing Murabaha receivables Net cash used in investing activities

(16,000,000) (4,000,000)

(10,000,000) (1,500,000) (1,575,000) (1,653,750) (694,575)

(2,125,400)

(37,500)

(18,233)

(50,000)

-

(200,000)

-

-

(5,000,000)

(4,000,000)

-

(531,350)

(15,000)

-

(15,750)

-

(16,538) (100,000)

(17,364)

-

(8,000,000) (6,000,000) (4,000,000) (2,000,000)

-

20,250,000) 10,000,000) (16,537,500) (9,890,000) (7,984,500) (6,183,725) (2,885,583) (2,674,982)

Cash flows from financing activities 30,000,000

-

-

Dividends paid

-

-

(1,040,788)

(1,983,273) (3,346,821) (4,259,795) (5,390,855) (5,819,875)

Debt movement

10,200,000

(1,457,143)

(1,457,143)

(1,457,143) (1,457,143) (1,457,143) (1,457,143) (1,457,143)

Finance cost

-

(816,000)

(699,429)

(582,857)

(466,286)

(349,714)

(233,143)

(116,571)

Murabaha payables

-

5,000,000

4,000,000

8,000,000

6,000,000

4,000,000

2,000,000

-

40,200,000

2,726,857

802,641

3,976,727

729,751

(2,066,652) (5,081,141) (7,393,589)

19,450,000

(4,986,450)

(11,629,044) (196,261)

796,293

741,323

3,114,905

1,698,825

-

19,450,000

14,463,550

2,834,506

2,638,245

3,434,537

4,175,861

7,290,765

19,450,000

14,463,550

2,834,506

2,638,245

3,434,537

4,175,861

7,290,765

8,989,591

Proceeds from share capital increase

Opening cash balance Cash and cash equivalents at end of the year

-

-

-

-

-


Appendix: Pipeline Opportunities


Environmental Sector (recycling)

Investment Thesis

Safeguarding the environment is the challenge for of any government. GCC countries are conscious of this problem and are looking for technologies that will reduce the number of landfills and recycle their household and solid waste.

Business Strategy

The business strategy is to establish 2 plants in KSA with construction and commissioning expected to be finalized within 9 months. Currently, an opportunity exist to recycle one product and produce 5 high-demand, end products. Over time, the company will diversify its product lines.

Financial Overview

»» Overall Project cost estimated at $10 million »» Project IRR of 30-33% expected, depending on debt /equity structure

Investment Highlights

18

Non existence of local competition (so far) Capitalize on the product line and expand geographically Competitive Cost Structure to promote exports among other countries Excellent Management Team Stable operational cash flows


Construction Related Sector

Investment Thesis

Although the current crisis has affected the general construction sector, numerous government projects progress as planned. This continued local demand pattern supports considerable material inputs from local, competitively priced sources.

Business Strategy

SPIN has identified a project that will provide high demand, construction materials in an import substitution play. The key raw material is abundant and local competition is weak, providing an opportunity for sustainable competitive positioning versus imports.

Financial Overview

»» Overall Project cost estimated at $10 million »» Project IRR of 30-33% expected, depending on debt /equity structure

Investment Highlights

Competitive cost structure facilitates import substitution in local markets and exports opportunities in the region »» Excellent Management Team »» Stable operational cash flows

19


Food Processing Sector

20

Investment Thesis

GCC countries are encouraging the development of agricultural projects such that raw material for food production projects can now be found locally.

Business Strategy

The purpose of food processing Company is to: »» Establish a plant in KSA »» Construction and commissioning is expected to be finalized within 9 months »» Diversify the product line

Financial Overview

»» Overall Project cost estimated at $10 million »» Project IRR of 25-28% expected, depending on debt /equity structure

Investment Highlights

»» »» »» »» »»

Presence in the food business Capitalize on the product line and expand geographically Competitive Cost Structure to promote exports among other countries Excellent Management Team Stable operational cash flows


Mining Sector

Investment Thesis

SPIN has been allocated an area KSA that possesses excellent sand quality for the extraction of kaolin, quartz and feldspar, each a necessary ingredient for the paper, ceramics, glass, paint, and construction material industries.

Business Strategy

SPIN has signed a joint venture agreement with one of the leading European conglomerates that produces more than 278 by products from their Silica Mines. Together, the group will establish a plant, targeting operation activity in 1 to 1.5 years.

Financial Overview

»» Project cost total estimated at $50 million, including land and construction »» Project IRR of 18-20% expected, depending on debt /equity structure

Investment Highlights

»» »» »» »» »»

Presence in the lucrative Silica & Quartz products market Joint venture with a leading market pioneer Competitive cost structure Excellent Management Team Stable operational cash flows

21


Activated Carbon Black

22

Investment Thesis

Activated carbon black is benefitting from the increasing demand, both regionally and globally. The product is widely used in applications including gas purification, metal extraction, water purification, medicine, sewage treatment, and odor filters. World demand for virgin ACB is forecasted to expand 5.2% per year to 1.2M metric tons.

Business Strategy

SPIN intends to construct and commission a multiple hearth furnace plant in KSA that will produce 7500 MT per year. Plant is expected to be operational post 1 year of construction.

Financial Overview

»» Project cost estimated at $10 million, including land and construction »» Project IRR of 30-35%% expected, depending on debt /equity structure

Investment Highlights

»» »» »» »»

Untapped market for easy penetration Competitive cost structure Excellent Management Team Stable operational cash flows


Dried Vacuum Salt

Investment Thesis

Annual global production of salt reached a massive 225M tons from 10M over the past century, with the chemical industry representing the largest consumer of salt (60% of total production). The product is also used in the oil sector, water treatment, food processing, textiles, metal processing, and the pulp & paper industry. The consumption in the GCC is estimated at 300,000 tons whilst the production is 95,000 tons, representing a local demand satisfaction opportunity.

Business Strategy

SPIN intends on establishing a state-of-the-art, steam heated vacuum evaporator that will produce 40,000 tons DVS per year. The plant is expected to be operational post 1.5 years of construction.

Financial Overview

»» Project cost estimated at $60 million, including land and construction »» Project IRR of 20 - 25% expected, depending on debt /equity structure

Investment Highlights

»» »» »» »»

Presence in the lucrative DVS market Competitive cost structure Excellent Management Team Stable operational cash flows

23


IMPORTANT INFORMATION REGARDING THIS PRESENTATION This presentation (the “Presentation”) has been compiled by Novaar Limited (“Novaar”) solely in relation to its Single Family Office (as that term is defined in the Dubai International Financial Centre Single Family Office Regulations) activities. This Presentation is for the sole use of the invited recipient(s) of this Presentation each of whom: (a) meet Novaar’s participation criteria under the Single Family Office Regulations; (b) is a potential co-investor with Novaar (individually, a “Recipient” and collectively, the “Recipients”). This Presentation does not constitute or form any part of an offer to sell, any solicitation of an offer to sell or any recommendation to subscribe for, underwrite or purchase any shares or participate in any investment or investment scheme. This Presentation, or any part of it, shall not be relied upon in any way, nor shall its issue be taken as any form of commitment on the part of Novaar in relation to the contents of the Presentation. No representations are made by Novaar or by any other party in this Presentation or in relation to this Presentation, including as to future performance of the subject matter of the Presentation or to the accuracy of economic trends or projections herein. Novaar, its advisors and all affiliated and related partnerships and bodies corporate, owners, partners, directors, principals, managers, employees, agents and other representatives of all of them (individually, a “Party”, collectively, the “Parties”) do not make any representation or provide any warranty, expressed or implied, as to the accuracy, reasonableness or completeness of the information contained in this Presentation or otherwise given in connection with it, whether written, oral or in a visual or electronic form (including, without limitation, in a magnetic, electronic or digital form) transmitted or made available to the Recipients and/or their respective advisors. An investment of this nature is speculative, involving a certain degree of risk, and may involve significant restrictions on transfer, and it should be considered only by investors who are able to bear the economic risks of their investment for an indefinite period of time and who can afford to sustain a loss of their investment. Family Members (as that term is defined in the Single Family Office Regulations) and potential co-investors should seek appropriate advice before making any decisions in relation to the contents of this Presentation. No representation or warranty of any kind is or may be made with respect to the accuracy or completeness of, and no representation or warranty should be inferred from, any projections contained herein or any underlying assumptions. This Presentation includes certain statements, estimates and projections with respect to anticipated future performance. Such statements, estimates and projections reflect various assumptions and best estimates concerning anticipated results, which assumptions and estimates may or may not prove to be accurate or correct. There are no assurances whatsoever that any statements, estimates or projections contained in this Presentation. This Presentation has been made available for illustrative purposes only and must not be regarded as forecasts or promises, and they may or may not prove to be accurate or realistic. There are no assurances that such financial projections will be realised or that actual returns or results will not be materially lower than those estimated therein. The information contained in this Presentation has not been examined, reviewed or compiled by independent accountants. Novaar shall not be responsible or liable in any manner whatsoever for any information contained in this Presentation, including without limitation, any errors in, or omissions from, this Presentation or based on or relating to a Recipient’s use of this Presentation. This Presentation is confidential, and for use only by the persons to whom it is lawfully issued. By participating in this Presentation, the Recipients agree to maintain in strict confidence the contents hereof and of all related documents and not to use such information for any purpose other than evaluating potential participation in a transaction as a Family Member (as that term is defined in the Single Family Office Regulations) or as a co-investor. The Recipients should read and consider all of the information contained in this Presentation. The contents of this Presentation are not to be construed as legal, financial, corporate finance, business or tax advice. The Recipients are encouraged to engage their own legal, financial, business, corporate finance and tax advisors for independent legal, financial, corporate finance, business and tax advice prior to making any decision in connection with the contents of this Presentation. This Presentation is not an offer or invitation to any person in any jurisdiction to whom it is unlawful to make such an offer or invitation having regard to the laws of that jurisdiction. Each Recipient is taken to have represented, warranted and agreed that it is not otherwise prohibited by the laws of the jurisdiction in which the Recipient resides or is established from participating in any transaction contemplated within this Presentation. NOTICE TO RESIDENTS OF SAUDI ARABIA Without limiting the operation of the preceding paragraph, this Presentation does not, and is not intended to, constitute an invitation or an offer of securities in the Kingdom of Saudi Arabia (“KSA”) and accordingly should not be construed as such. This Presentation is being to a limited number of individuals (a) upon their request and confirmation that they understand that the securities (i) are not for sale in KSA, (ii) have not been approved, licensed, registered or qualified as exempt offers or private placements by or with the Saudi Arabian Capital Market Authority or any other relevant licensing authorities or governmental agencies in KSA, (iii) are not listed on any stock market in KSA, (iv) are not denominated in Saudi Riyals and movements in exchange rate may cause the value of the securities to diminish, and that (a) past performance is no guarantee of future returns; and (b) on the condition that it will not be provided to any person other than the original recipient, is not for circulation in KSA and may not be reproduced or used for any other purpose. NOTICE TO RESIDENTS OF BAHRAIN All applications for investment in respect of the subject matter of the Presentation should be received, and any allotments made, from outside the Kingdom of Bahrain. This Presentation has been prepared for private information purposes of intended investors only. It may not be used for and shall not be deemed to be a public offering of the securities. This Presentation does not and is not intended to constitute an invitation to the public in the Kingdom of Bahrain to subscribe for securities and this Presentation will not be issued, passed to, or made available to the public generally. NOTICE TO RESIDENTS OF THE UNITED ARAB EMIRATES This Presentation does not, and is not intended to, constitute an invitation or an offer of securities in the United Arab Emirates (including the Dubai International Financial Centre) and accordingly should not be construed as such. This Presentation is being given to a limited number individuals and is given: (a) upon the condition that they fall within the Single Family Office Regulations; (b) upon their request and confirmation that they understand that the securities have not been approved or licensed by or registered with the United Arab Emirates Central Bank or any other relevant licensing authorities or governmental agencies in the United Arab Emirates; and (c) on the condition that it will not be provided to any person other than the original recipient, is not for general circulation in the United Arab Emirates and may not be reproduced or used for any purpose. This Presentation has not been approved by or filed with the Dubai International Financial Services Authority.

24


www.novaar.com A Dubai International Financial Centre Registered Company

Spin Investor Teaser Document  

Information Memorandum Executive Summary Compelling Market Opportunity Investment Strategy An Experienced Leadership Team Governance Investm...

Read more
Read more
Similar to
Popular now
Just for you