Citadel Capital Receives Shareholder Approval to Proceed with EGP 3.64 bn Share Issuance

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Shareholder approval on the capital increase is a key step in a process that will see Citadel Capital transform into an investment company;

The capital increase will in part result in the firm acquiring majority control of most of its platform companies in five core industries: energy, transport, agrifoods, mining and cement

Shareholders of Citadel Capital (CCAP.CA on the Egyptian Exchange), the leading investment company in Africa and the Middle East with US$ 9.5 billion in investments under control, approved on 20 October 2013 the launch of an EGP 3.64 billion capital increase at an extraordinary general meeting (EGM) held yesterday in Cairo.

The share issuance will be at par value (EGP 5) and would see the firm’s paid-in capital rise to EGP 8.0 billion from EGP 4.36 billion.

The share issuance is part of the firm’s transformation from the largest private equity firm in Africa into the leading investment company in the region. Citadel Capital will use the share issuance to reach majority ownership in most of its platform companies, in particular the firm’s subsidiaries in its five core industries: energy, transportation, agrifoods, mining and cement.

The firm plans to exit non-core investments over the coming few years as it transforms its business model to become an investment company.

“Approval to launch the capital increase signals clear shareholder confidence in our transformation into an investment company,” said Citadel Capital Chairman and Founder Ahmed Heikal. “The long-term holding periods permitted by the new model will allow Citadel Capital to maximize value creation through a balanced portfolio that includes a healthy mix of both assets that provide stable dividend streams and that are cash generative, and others that are in high-growth phases.”                                                                                                                                           

Yesterday’s EGM called on shareholders to subscribe to 728,375,000 newly issued shares, of which 182,093,750 are preferred shares and 546,281,250 common shares.

Shareholders will participate in the share issuance on a pro-rata basis.

The EGM also authorized Heikal, in his capacity as chairman, to announce the subscription period and to call for a subsequent subscription round in the event that the share issuance is not fully subscribed in the first instance, all according to the relevant rules and regulations of the General Authority for Investment (GAFI) and the Egyptian Financial Supervisory Authority (EFSA).

The EGM has also mandated that the Board of Directors amend articles 6 and 7 of the company’s articles of incorporation, while taking all necessary measures to ensure the firm’s compliance with Article 27 and Executive Regulation Number 122 of the Capital Markets Law, to which the firm is subject as a company involved in establishing and raising capital for other legal entities.

Attendees at the Extraordinary General Meeting were informed of all resolutions concluded during a previous ordinary general meeting (OGM) held on 2 June 2013, which ratified valuation reports on the fair value of platform companies that have been completed by HC Securities (an independent financial consultant certified by EFSA), and ratified by shareholders along with the relevant auditor’s report. At the OGM, shareholders also voted to allow Citadel Capital’s Board of Directors to execute the acquisition of the additional stakes in the company’s subsidiaries. These purchases will be settled through the proposed issuance of shares to which participating LPs have undertaken to subscribe.

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