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DESCRIPTION OF OTHER INDEBTEDNESS
The following contains a summary of the material provisions of the Group’s principal financing arrangements. The
following summary does not purport to describe all of the applicable terms and conditions of such arrangements and is
qualified in its entirety by reference to the actual agreements.
Convertible Loans
Abraaj Convertible Loan
In April 2012, the Group agreed a $150 million convertible term loan facility with KEC SPV 1 Limited (an entity
managed and controlled by Abraaj Investment Management Limited (“
Abraaj
”)) (the “
Abraaj Convertible Loan
”)
under which the Group was permitted to draw up to $100 million and (subject to KEC SPV 1 Limited having received
$50 million funding from a co-investor) a further $50 million in convertible term loans. At the date of this Offering
Memorandum, the Group has drawn $50 million, and the availability of a further $50 million has expired. KEC SPV 1
Limited has not received $50 million funding from a co-investor, as a result of which the additional $50 million available
to the Group has not been drawn. If co-investors for the Abraaj Convertible Loan cannot be found, the Group will be
unable to draw any additional amounts under the Abraaj Convertible Loan.
The interest rate on the Abraaj Convertible Loan is:
prior to (and including) 30 May 2015 (the “
QPO Target Date
”), being the date that is 36 months after the first
utilisation date, which was 30 May 2012, the higher of (i) 8% per annum and (ii) the total cost of funding
(including the margin and any applicable interbank funding rate) under any term facility of the Group after
taking account of any hedging arrangements entered into by any member of the Group in respect of such
facility, plus 1% per annum; and
after the QPO Target Date, the higher of (i) 10% per annum and (ii) the total cost of funding (including the
margin and any applicable interbank funding rate) under any term facility of the Group after taking account of
any hedging arrangements entered into by any member of the Group in respect of such facility, plus 1% per
annum.
Accrued interest is payable semi-annually in equal instalments in May and November.
QFB Convertible Murabaha
In August 2012, the Group also agreed a Sharia’h compliant $150 million convertible term murabaha facility with Qatar
First Investment Bank (subsequently renamed Qatar First Bank) (“
QFB
”) (the “
QFB Convertible Murabaha
” and,
together with the Abraaj Convertible Loan, the “
Convertible Loans
”) under which the Group was permitted to draw up
to $50 million and (subject to QFB having received $100 million funding from a co-investor) a further $100 million in
convertible murabahas for a year from the date on which a co-investor first provided funding to QFB. At the date of this
Offering Memorandum, the Group has drawn $50 million and QFB has not received $100 million funding from a co-
investor, as a result of which the additional $100 million available to the Group has not been drawn.
If co-investors for the QFB Convertible Murabaha cannot be found, the Group will be unable to draw any additional
amounts under the QFB Convertible Murabaha.
The effective profit rate on the QFB Convertible Murabaha (equivalent to the interest rate under a conventional facility)
is 8% per annum, as per the Abraaj Convertible Loan. However, (for Sharia’h-compliant purposes) it has been structured
to be 10% per annum, with QFB (as investment agent under the QFB Convertible Murabaha) undertaking that upon
payment of any profit prior to admission of the Group’s ordinary shares to trading (“
Admission
”) following a
“qualifying IPO” (defined as a listing which results in (i) a minimum free float (defined as the percentage of the Issuer’s
aggregate issued and outstanding share capital that is available for purchase by the public on the approved exchange) of
25% on Admission and next two dealing days; and (ii) aggregate proceeds to the Issuer from new or existing
shareholders of at least $150 million), QFB shall pay to the Group an amount equal to 20% of the amount of profit
payable under the QFB Convertible Murabaha. Accrued profit is payable semi-annually in equal instalments in May and
November.
Conversion Terms
Following a qualifying IPO (the “
Liquidity Condition
”), both the Convertible Loans contain terms of conversion which
provide for automatic conversion into Ordinary Shares on the 30th trading day following Admission and an optional
