Ad hoc announcement pursuant to Art. 53 LR.

FOR RELEASE IN SWITZERLAND – NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN.

Orascom Development Holding AG announces rights offering to finance current development projects

Altdorf, 14 April 2023 – Orascom Development Holding AG ("ODH" or the "Company") today announces the terms of its capital increase by way of a rights offering.

In the rights offering, 19,228,617 new registered shares of the Company will be issued from authorized capital at an offer price of CHF 7.00 per share, at a slight discount to the closing price as of 13 April 2023.

The Samih O. Sawiris family, our majority shareholder group, led by Naguib S. Sawiris, has committed to purchase, through an entity controlled by the family, 13,152,291 shares in the rights offering, through the exercise of subscription rights allotted to them, by way of setting off existing loans granted to the Company against the aggregate offer price for such offered shares. In addition, they have committed to purchase against cash, any offered shares in respect of which subscription rights have not been duly exercised during the rights exercise period.

As a result of the capital increase, the equity of the Company, after deducting transaction fees, will be increased by approx. CHF 132.0 million. This increase will come from net cash proceeds of approximately CHF 39.9 million and the partial conversion of the shareholder loan from our majority shareholder in the amount of approximately CHF 92.1 million into equity. ODH will use the cash proceeds to finance its current development projects in Oman, Montenegro and the United Kingdom and for general corporate purposes.

ODH shareholders will receive one subscription right for every registered share they hold on 17 April 2023 (after close of trading). 19 subscription rights will grant the right to purchase 9 new shares against payment of the offer price, subject to legal restrictions in foreign jurisdictions. There will be no trading of subscription rights. The subscription rights must be exercised between 18 April and 26 April 2023, 12:00 noon CEST. 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, and delivery of the new registered shares against payment of the offer price, are expected to occur on 28 April 2023.

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

Expected timing of the capital increase and rights issue

About Orascom Development Holding (ODH):

ODH 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. ODH's diversified portfolio of destinations is spread over 7 jurisdictions (Egypt, UAE, Oman, Switzerland, Morocco, Montenegro, and United Kingdom), with primary focus on touristic destinations. ODH currently operates nine destinations: four in Egypt (El Gouna, Taba Heights, Makadi Heights and Byoum), The Cove in the United Arab Emirates, Jebel Sifah and Hawana Salalah in Oman, Luštica Bay in Montenegro, and Andermatt in Switzerland. The shares of ODH are listed on SIX Swiss Exchange. ODH recently launched O West, the latest addition to its portfolio and its first project in Cairo, Egypt, located in the Sixth of October City.

Contact for Investors:

Ashraf Nessim         

Chief Financial Officer   

Tel: +20 224 61 89 61

Mob: +20 1222 131 612      

Email: ir@orascomdh.com

Ahmed Abou El Ella         

Director of Investor Relations   

Tel: +20 224 61 89 61

Mob: +20 122 129 55 55      

Email: ir@orascomdh.com   

 
Contact for Media Relations:
Philippe Blangey
Partner
Dynamics Group AG
Tel: +41 432 68 32 35
Email: prb@dynamicsgroup.ch
 

Disclaimer

This document is not an offer to sell or a solicitation of offers to purchase or subscribe for shares. This document is (i) not a prospectus within the meaning of the Swiss Financial Services Act and (ii) not a prospectus under any other applicable laws. Copies of this document may not be sent to jurisdictions, or distributed in or sent from jurisdictions, in which this is barred or prohibited by law. 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 constitutes advertising in accordance with article 68 of the Swiss Financial Services Act. Such advertisements are communications to investors aiming to draw their attention to financial instruments. Any investment decisions with respect to any securities should not be made based on this advertisement. A decision to invest in securities of Orascom Development Holding AG should be based exclusively on the prospectus published by Orascom Development Holding AG (the "Company") for such purpose. Copies of such issue and listing prospectus (and any supplements thereto) are available free of charge from Swiss Finance & Property AG, Seefeldstrasse 275, 8008 Zurich, Switzerland (e-mail: prospectus@sfp.ch). In addition, copies of such issue and listing prospectus (and any supplements thereto) are available free of charge in Switzerland from Orascom Development Holding AG, Gotthardstrasse 12, 6460 Altdorf, Switzerland (e-mail: ahmed.abouelella@orascomdh.com).

This document is not for publication or distribution in the United States of America (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan or any other jurisdiction into which the same would be unlawful. This document does not constitute an offer or invitation to subscribe for or purchase any securities into the United States of America or in such countries or in any other jurisdiction into which the same would be unlawful. In particular, the document and the information contained herein should not be distributed or otherwise transmitted into the United States of America or to publications with a general circulation in the United States of America. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold in the United States of America absent registration under or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States of America.

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) qualified investors who are also investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FSMA Order") or (iii) persons falling within Articles 49(2)(a) to (d), "high net worth companies, unincorporated associations, etc." of the FSMA Order, and (iv) persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 may otherwise be lawfully communicated or caused to be communicated (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 is only addressed to qualified investors in that member state within the meaning of Regulation (EU) 2017/1127 and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or a qualified investor may act or rely on this document or any of its contents.

This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of Orascom Development Holding AG and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. Orascom Development Holding AG assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

Except as required by applicable law, Orascom Development Holding AG has no intention or obligation to update, keep updated or revise this publication or any parts thereof (including any forward-looking statement) following the date hereof.

None of the underwriter or any of its respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents, alliance partners or any other entity or person accepts any responsibility or liability whatsoever for, or makes any representation, warranty or undertaking, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the group, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, the underwriter and the other foregoing persons disclaim, to the fullest extent permitted by applicable law, all and any liability, whether arising in tort or contract or that they might otherwise be found to have in respect of this announcement and/or any such statement.