Unicorn Investment Bank announces the launch of a new round of capital raising
This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, South Africa, Australia, Japan or any jurisdiction in which the same would be unlawful. This announcement is not an offer of securities or a solicitation of an offer to buy or subscribe for securities in the United States, Canada, South Africa, Australia, Japan or any jurisdiction in which the same would be unlawful.
Bahrain, Thursday 22 May 2008: Unicorn Investment Bank B.S.C. (c) (Unicorn) announces the launch of a new round of capital raising which will see the Bank issue up to 60 million ordinary shares to existing shareholders and new institutional and strategic investors, representing up to 24.6% of the ordinary share capital of the Bank following the private placement.
The new capital will be used to fund Unicorn’s expansion into new markets and to support the Bank’s ongoing organic growth strategy. The Bank has appointed HSBC Bank plc to act as placement agent in connection with the private placement and as joint financial adviser to the Bank and Deutsche Bank AG, London Branch as joint financial adviser to the Bank.
This marks the third round of capital raising for Unicorn, which secured initial paid-up capital of US$111 million in 2004 and successfully increased its capital to US$233 million following a private placement in July 2006. The new round of capital raising has been prompted by the Bank’s solid performance and rapid expansion.
Unicorn achieved strong results in the year ended 31 December 2007. Operating income rose by 82%, from US$66.9 million in 2006 to US$122.0 million in 2007. Higher quality and increasingly balanced operating income led to a 66% growth in the net profit attributable to Unicorn’s shareholders, up from US$30.1 million in 2006 to US$50.1 million in 2007. Return on equity increased to 17.6% and earnings per share grew by 26% to 29.7 US cents per share.
Unicorn also received a vote of confidence from the international financial community in January 2008 with the successful close of a US$125 million 3-year Syndicated Commodity Murabaha facility arranged on the Bank’s behalf by Dubai Bank PJSC and Raiffeisen Zentralbank Österreich AG (RZB). The facility, which was launched at US$100 million, was oversubscribed, attracting a strong level of interest from financial institutions across Europe, the Middle East and Asia, despite the global liquidity squeeze.
Majid Al Sayed Bader Al-Refai, Unicorn’s Managing Director and Chief Executive Officer, commented: “Unicorn’s accomplishments and successful financial performance since the Bank’s inception in 2004 are the result of a continued focus on disciplined growth, prudent risk management, sound corporate governance and investment in people, product development and technology. The new capital will be used to support the Bank’s future organic growth and international expansion and will help us to realise our vision of building a full-service Islamic investment bank providing a complete range of competitive Shari’ah-compliant investment banking products and services to a global client base.”
Headquartered in Bahrain, Unicorn operates subsidiaries in the United States, Malaysia, the United Arab Emirates and Turkey. The Bank is active across six integrated business lines: Corporate Finance, Capital Markets, Private Equity, Asset Management, Strategic Mergers & Acquisitions and Treasury. Unicorn has achieved consistent growth since its inception and has received widespread industry recognition for excellence and vision.
Important Information:
The ordinary shares to be issued in the capital raising (the “Private Placement Shares”) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the laws of any state of the United States and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Private Placement Shares in any state in which such offer, solicitation or sale would be unlawful. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction and should not be relied upon in connection with any decision to acquire Private Placement Shares or other securities in the capital of Unicorn Investment Bank (”Unicorn”). There will be no public offer of Private Placement Shares in any jurisdiction. Past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.
No Private Placement Shares have been or will be offered for subscription or sold, directly or indirectly, to the public in Bahrain.
The offer of Private Placement Shares shall not constitute an offer, sale or delivery of shares or other securities under the laws of the United Arab Emirates (”UAE”) or under the laws of the Dubai International Financial Centre (”DIFC”). The Private Placement Share have not been and will not be registered under Federal Law No. 4 of 2000 concerning the Emirates Securities and Commodities Authority and the Emirates Security and Commodity Exchange, or with the UAE Central Bank, the Dubai Financial Market, the Abu Dhabi Securities Market, the Dubai International Financial Exchange or with any other UAE exchange.The offer of Placement Shares and interests therein have not been approved or licensed by the UAE Central Bank, the Dubai Financial Services Authority or any other relevant licensing authorities in the UAE, and do not constitute a public offer of securities in the UAE in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended) or otherwise. The Private Placement Shares will not be offered or sold directly or indirectly to the public in the UAE nor will they be offered or sold directly or indirectly in or from the DIFC, save as deemed to be an “Exempt Offer”, made in accordance with the Offered Securities Rules (the “Rules”) of the Dubai Financial Services Authority, is made to Qualified Investors (as defined in the Rules), and made through a duly authorised firm in the DIFC.
No invitation or offer to subscribe for or purchase the Private Placement Shares is being made into Malaysia, as the prior approval of the Securities Commission of Malaysia has not been obtained. Accordingly, no Private Placement Shares shall be issued or offered for subscription or purchase in Malaysia.
Private Placement Shares are only being offered to such persons as are permitted under the Investment Funds Regulations of the Capital Market Authority of the Kingdom of Saudi Arabia dated December 24, 2006. Prospective purchasers of Private Placement Shares should conduct their own due diligence before subscribing for Private Placement Shares.
The Private Placement Shares are not registered in the Qatar Financial Centre (”QFC”) nor regulated by the QFC Regulatory Authority (the “QFCRA”). The offering of Private Placement Shares has not been approved by the QFCRA.
No Private Placement Shares have been or will be offered or sold or caused to be made the subject of an invitation for purchase to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the ‘‘SFA'’), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
The offer of Private Placement Shares does not constitute a public offer of securities in the Sultanate of Oman as contemplated by the Commercial Companies Law of Oman (Sultani Decree 4/74) or the Capital Market Law of Oman (Sultani Decree 80/98), nor does it constitute an offer to sell, or the solicitation of any offer to buy Non-Omani securities in the Sultanate of Oman as contemplated by Article 6 of the Executive Regulations to the Capital Market Law (issued via Ministerial Decision No.4/2001).
The Private Placement Shares have not been authorised or licensed for offering, marketing or sale in the State of Kuwait. The offering and sale of the Private Placement Shares in the State of Kuwait is restricted by law unless a license is obtained from the Kuwaiti Ministry of Commerce and Industry in accordance with Law 31 of 1990.
The distribution of this announcement and the offering or sale of the Private Placement Shares in certain jurisdictions may be restricted by law. No action has been taken by Unicorn that would permit an offering of the Private Placement Shares or possession or distribution of this announcement or any other offering or publicity material relating to the Private Placement Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Unicorn to inform themselves about, and to observe, any such restrictions.
This announcement is only addressed to and directed at persons in member states of the European Economic Area (”EEA”) who are “qualified investors” (”Qualified Investors”) within the meaning of Article 2(1)(e) of the EU Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”).
Certain statements in this announcement are forward-looking statements. Such statements speak only as at the date of this announcement, are based on current expectations and beliefs and, by their nature, are subject to a number of known and unknown risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information contained in this announcement is subject to change without notice and Unicorn does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
Prospective investors are solely responsible for making their own independent appraisal of and investigations into the products, investments and transactions referred to in this document and should not rely on any information in this document as constituting investment advice. Neither Unicorn nor any of its affiliates are responsible for providing prospective investors with legal, tax or other specialist advice and prospective investors should make their own arrangements in this respect accordingly.
This announcement has been issued by and is the sole responsibility of Unicorn. HSBC and Deutsche Bank their respective affiliates and agents shall have no liability for any information contained in this announcement. HSBC and Deutsche Bank are acting exclusively for Unicorn and no one else in connection with the private placement and will not be responsible to anyone other than Unicorn for providing the protections afforded to its clients.
Members of the public are not eligible to take part in the private placement. This announcement, is directed only at persons whose ordinary activities involve them in acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are persons who: (a) in the United Kingdom fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (”the Order”) or are persons falling within article 49(2)(a) to (d) (”high net worth companies, unincorporated associations, etc”) of the Order; and (b) are qualified investors within the meaning of section 86(7) of the Financial Services and Markets Act 2000, as amended (all such persons together being referred to as “relevant persons”). This announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.