Public announcement of an additional acquisition offer for Oman Cement Company

PUBLIC ANNOUNCEMENT

Public Announcement

THIS IS AN ANNOUNCEMENT OF AN OFFER (THE “OFFER”) TO ALL OF THE OTHER SHAREHOLDERS (TOGETHER THE “OCOI SHAREHOLDERS” AND EACH “OCOI SHAREHOLDER“) OF OMAN CEMENT COMPANY S.A.O.G. (“OCOI“) BY ABRA HOLDINGS LTD. (THE “OFFEROR” OR “Abra “) TO ACQUIRE AN ADDITIONAL 15.42 PER CENT. OF THE ISSUED SHARE CAPITAL OF OCOI (THE “ISSUED CAPITAL“) PURSUANT TO THE TAKEOVER AND ACQUISITION REGULATION (CMA Decision No. 2/2019) (THE “TAKEOVER REGULATION”)

THIS ANNOUNCEMENT IS DATED 5 JUNE 2023

OFFER DETAILS

Offeror or Abra

Abra Holdings Ltd, a private company registered in Mauritius having its registered office at No. 5, President John Kennedy Street, Rogers House, Port Louis, Mauritius

OCOI

Oman Cement Company SAOG, is an Omani joint stock company registered under the Commercial Companies Law of the Sultanate of Oman with commercial registration number 1061232. The Company’s registered office is situated at P.O. Box 560, PC 112 Ruwi, Sultanate of Oman.

Offer

The offer by the Offeror to all of the other OCOI shareholders to acquire an additional 15.42 per cent of the Issued Capital which would increase the Offeror’s shareholding in OCOI to 75 per cent of the Issued Capital (being 51,017,895 fully paid-up OCOI shares as at the Record Date)

Offer Dates

Offer Opens: 14th June 2023 (“Offer Opening Date“)

Offer Closes: 25th June 2023 (“Offer Closing Date“)

Record Date (for purpose of the Offer)

13 June 2023

Offer Price

A cash only offer of OMR 0.379 per OCOI Share which is the price that Abra paid for the 59.58% of the Issued Capital that it acquired from Investment Authority SPC on 5 April 2023, i.e. OMR 0.366 paid at Closing plus the post-Closing adjustment of OMR 0.013 per share. The Offer Price of OMR 0.379 per OCOI share represents a (1) 17.3% premium versus the Volume Weighted Average Price (“VWAP”) since 1 January 2023; (2) 16.4% premium versus the last three months’ VWAP; and (3) 13.5% premium versus the closing price of 4 June 2023

Offer Acceptance Qualification

In the event that OCOI shareholders accept the Offer for in aggregate less than or equal to15.42 per cent of the Issued Capital in accordance with the terms of the Offer Document (together the “Selling OCOI shareholders” and each a “Selling OCOI shareholder“), Abra shall be satisfied with those acceptances and shall not withdraw its offer.

In the event that Selling OCOI shareholders accept the Offer for in aggregate more than 15.42 per cent of the Issued Capital in accordance with the terms of the Offer Document, Abra will acquire the percentage of the Issued Capital from each Selling OCOI shareholder on a pro rata basis calculated as follows (rounded up or down to the nearest whole OCOI share but equalling not more in aggregate than 15.42 per cent. of the Issued Capital):

Where:

A = total percentage of the Issued Capital accepted to be sold to Abra by all Selling OCOI shareholders

B = percentage of the Issued Capital accepted to be sold by the relevant Selling OCOI shareholder

Encumbrances

Only an OCOI shareholder whose OCOI shares are not subject to an Encumbrance may accept the Offer.

Compulsory Acquisition

Due to the Offer being for only 15.42 per cent. of the Issued Capital which would increase Abra Holdings Ltd’s shareholding in OCOI to 75.0 per cent. of the Issued Capital, Abra Holdings Ltd will not exercise the “squeeze-out” provisions of Articles 62 to 65 (inclusive) of the Takeover Regulation.

Offer Completion

The completion of the Offer which shall occur on the date the Offer Price is paid to the Selling OCOI shareholders post the Offer Closing Date.

Offer Rationale

Abra makes this offer to comply with the requirements of the Takeover Code after it acquired 59.58% of OCOI from Investment Authority SPC, a subsidiary of Oman Investment Authority

Offer Manager

Ubhar Capital SAOC, a closed joint stock company incorporated in Oman and registered office at PO Box 1137, PC 111, Oman.

Ph.: +968 24 949 051

Email: talal@u-capital.net

OTHER DETAILS

Shares in OCOI already held by Abra	Abra holds 59.58 per cent of the Issued Capital as of the date of this Offer Document.
Offeror’s intention		The Offeror’s intention with regard to OCOI is as follows. Abra will contribute to the development of operations at OCOI, increase its efficiency in production lines, and enhance its competitiveness locally and regionally, in addition to enhancing the positive image of the Omani industrial sector in general.
Other Information		Neither Abra nor OCOI have any outstanding convertible securities.
		As of the date of the Offer Document, details of the number and percentage holding of voting OCOI shares held directly or indirectly by the following persons are as set out below: (A) Abra: 197,136,637 OCOI shares 59.58 per cent. (B) the Abra Directors: Nil OCOI shares, Nil per cent. (C) the ultimate shareholders of Abra: Nil OCOI shares, Nil per cent. The parties under paragraphs A, B and C above have not dealt in the voting shares in question during the period commencing six months prior to the beginning of the Offer Period and ending with the date of this Offer Document, with the exception of Abra’s acquisition of 59.58% on 5April 2023.

INDICATIVE OFFER TIMELINE

#	Description	Date
1	Offer Announcement	5th June 2023
2	Offer Document sent out to OCOI Board and OCOI shareholders	8th June 2023
3	The Offer Period opens	14th June 2023
4	The Offer Period closes	25th June 2023
5	Abra to pay the Offer Price for the shares to be acquired	10th July 2023

Note: The above timeline is indicative only and may be subject to change, following review, input, and approval from the Competent Authorities.

ACCEPTANCE OF OFFER – TERMS, CONDITIONS, & PROCEDURE

Submission of acceptance of offer

– A copy of this announcement and Offer Document will be emailed to OCOI shareholders based on MCD data and be available on Ubhar Capital SAOC and CMA websites.

o Selling OCOI shareholders must send their acceptance by email the Offer Manager.

o Selling OCOI shareholders must also contact the Offer Manager to register and/or verify their contact details.

Acceptance Form

The acceptance form to be used by OCOI shareholders to submit their acceptance of the Offer pursuant to the terms of this Offer Document. These forms will be sent to each OCOI shareholder through email based on MCD data. The acceptance form will also be available on Offer Manager and CMA websites.

Procedure for acceptance of offer by OCOI shareholders

In order to accept the Offer, the OCOI shareholders are required to to send an email including a scan of the duly completed and signed Acceptance Form along with scans of the requisite documents (as set out below) before 2 pm (Oman time) on the Offer Closing Date to one of the following email addresses:

hunaina@u-capital.net ; or

talal@u-capital.net

1. A completed Acceptance Form is binding once submitted and cannot be revoked by an OCOI shareholder.

2. The Offer will remain open for acceptance for 12 working days starting from 14^th June 2023 to 25^th June 2023 (both days inclusive), between 8 am – 2 pm (Oman Time). Acceptances received after working hours on Offer Closing Date shall be rejected.

Required Documents

Acceptance Forms furnished by OCOI shareholder(s) that do not strictly comply with the requirements set out in the relevant documents may be rejected by the Offer Manager as being incomplete and invalid.

The Acceptance Form must be accompanied by the following documents:

For Individual Applicants:

– A copy of Omani ID for Omani national OCOI shareholders or Passport copy for Non-Omani national OCOI shareholders,

– Birth Certificate of the minor OCOI shareholder, if father is accepting on behalf of his minor children.

– A copy of valid power of attorney duly endorsed by the competent legal authorities must be included in the event the acceptance is on behalf of another person (with the exception of an acceptance made by a father on behalf of his minor children).

For Corporate Applicants:

– Commercial registration certificate (or equivalent)

– A certified true copy of the board or shareholders resolution authorizing persons to accept the Offer with specimen signatures of such authorized persons,

Acceptance by Abra

The acceptance by Abra of the OCOI shares tendered by the OCOI shareholders and the settlement are subject to the following conditions:

– Approval of the CMA for the final Offer result.

– The settlement for the tendered OCOI shares does not contravene any applicable laws and regulations.

– Acceptance Form being duly and validly completed along with the required documents and submitted to the Offer Manager before 2 pm (Oman Time) on or before the Offer Closing Date.

– The person accepting the Offer is a valid OCOI shareholder.

Timing of payment of the Offer Price

Upon receipt of a valid Acceptance Form along with the requisite documents and subject to satisfactory verification, the Offer Manager will notify the eligible OCOI shareholders regarding the acceptance of the Offer – either in full or reduced pro rata as per section “ Offer Acceptance Qualification” above – and arrange to make payment by bank draft/pay order/cheque/bank transfer in favour of the relevant OCOI shareholder within 10 (ten) days of the Offer Closing Date. No interest, mark-up, surcharge, tax or other increment will be payable for any cause or reason on the aggregate price for the OCOI shares purchased by Abra from any OCOI shareholder for any cause or reason.

OFFER RELATED PARTIES & CONTACT PERSONS

Offeror	Abra Holdings Ltd
	Contact:	Zhigang Ke No. 426, Gaoxin Avenue Hongshan District, Wuhan, Hubei, China 430070 Tel: 86 15102784185 Email: kezhigang@huaxincem.com
Target	Oman Cement Co. SAOG
	Contact:	Zhu Yaping Chief Executive Officer PO Box 560, Postal Code 112, Ruwi, Muscat, Sultanate of Oman Tel: +968 2443 7779 Email: admin@omancement.com
Offer Manager	Ubhar Capital SAOC
	Contact:	Talal Al Balushi Vice President – Brokerage PO Box 1137, PC 111, CPO, Sultanate of Oman Tel: +968 24 949 051 / 97709990 Email: talal@u-capital.net Hunaina Banatwala Vice President – Institutional Sales PO Box 1137, PC 111, CPO, Sultanate of Oman Tel: +968 24 949 053 / 99378351 Email: hunaina@u-capital.net

Legal Advisor to the Offeror	Dentons & Co, Oman Branch
	Contact:	Jamie Gibson Partner PO Box 3552, PC 112, Ruwi Sultanate of Oman Tel: +968 24573010 Email: jamie.gibson@dentons.com