Arab Palestinian Investment Company (“APIC”)

28 Pages·2014·6.02 MB·English

Arab Palestinian Investment
Company (“APIC”)
“Information Memorandum”
February, 2014

Table Of Contents
1. Glossary Of Terms & Conditions .............................................................................................................................................................5
2. Company Overview .....................................................................................................................................................................................6
2.1 Establishment & Foundation ............................................................................................................................................................6
2.2 Objectives & Activities ........................................................................................................................................................................6
2.3 Founders ..................................................................................................................................................................................................7
2.4 Names Of Individuals, Companies Who Own 5.0% Or More Of APIC’s Issued Financial Securities ........................7
2.5 Board Of Directors ................................................................................................................................................................................8
2.6 Executive Management Team .........................................................................................................................................................8
3. Subsidiaries & Affiliates .............................................................................................................................................................................9
3.1 Siniora Food Industries PLC (“SFIC” Or “Siniora”) .......................................................................................................................9
3.2 National Aluminum & Profiles Company PLC (“NAPCO”) .......................................................................................................10
3.3 UNIPAL General Trading Company PSC (“UNIPAL”) ..................................................................................................................11
3.4 Central & West Africa Company For Commercial Agencies LLC (“CWACA”) ....................................................................12
3.5 Medical Supplies & Services Company PSC (“MSS”) ................................................................................................................13
3.6 Arab Palestinian Shopping Centers Company PLC (“PLAZA”) ..............................................................................................14
3.7 Palestinian Automotive Company PSC (“PAC”) ..........................................................................................................................15
3.8 SKY Advertising, Event Management & PR Company (“SKY”) ..............................................................................................16
3.9 Arab Palestinian Storage & Cooling Company PSC (“APS”) ...................................................................................................17
4. Other Investments .......................................................................................................................................................................................18
5. Financial Highlights ....................................................................................................................................................................................19
6. Legal Advisor ..................................................................................................................................................................................................23
7. External Auditor ............................................................................................................................................................................................23
8. Additional Information ..............................................................................................................................................................................24
8.1 APIC’s Transactions & Obligations With The Chairman, BOD Members, Executive Management, Or Any
Of Their Direct Relatives .....................................................................................................................................................................24
8.2 Major Events Since Establishment ................................................................................................................................................24
8.3 Dividend Distribution History ..........................................................................................................................................................24
8.4 Committees Assigned By The Company’s BOD ........................................................................................................................24
8.5 Audit Committee ..................................................................................................................................................................................24
8.6 Transfer Restrictions On The Company’s Shares .....................................................................................................................24
8.7 Listing Status On Any Other Stock Exchange ............................................................................................................................24
9. Appedices ........................................................................................................................................................................................................25
9.1 Board Of Directors Biographies .......................................................................................................................................................25
Arab Palestinian Investment Company (“APIC”)
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Information Memorandum
1. GLOSSARY OF TERMS & CONDITIONS
Words and expressions not otherwise defined in this document have, unless the context otherwise requires, the following
meanings:
Term Definition
The Company or “APIC” Arab Palestinian Investment Company (the “Company” or “APIC”), was registered at
the British Virgin Islands (“BVI”) under the number (128626) on September 20, 1994,
and registered at the Palestinian Ministry of National Economy as a foreign public
shareholding company under the number (562801563) on December 23, 2013- please
refer to section (2.1 ), with an authorized capital of USD 70,000,000 and paid-up capital of
USD 50,009,398. The Company’s address is:
P.O.Box (2396), Ramallah, Palestine,
Tel: [phone], Fax No. [phone].
APIC’s Total Capital The Company’s authorized paid-up capital is USD 70,000,000, divided into 70,000,000
shares (USD 1.0 per share) . The Company’s paid-up capital is USD 50,009,398, divided
into 50,009,398 shares (USD 1.0 per share). All shares have equal rights & obligations.
“PCMA” Palestine Capital Market Authority (“PCMA”).
The Market or Stock Palestine Stock Exchange (“PSE”).
Exchange or “PSE”
Financial Securities Law Financial Securities Law No. (12) for the year 2004 as applied in Palestine, including
related regulations and any amendments issued from time to time.
Instructions of Issuance Article (23) of the Financial Securities Law No. (12) for the year 2004, as approved by
PCMA’s Board of Directors.
Listing Instructions Those Instructions approved by PSE’s Board of Directors at its sixth meeting held on
December 23, 2010 (Decision No. 39/2010) and by PCMA’s Board of Directors at its
regular meeting held on November 21, 2012, along with complementary meeting dated
November 26, 2012, (Decision No. 14/2012).
Companies Law Companies Law No. (12) Of 1964, and its amendments as applied in Palestine.
Ithmar Invest Ithmar Invest PSC, registered at the Palestinian Ministry of National Economy under the
number (562702563).
Financial Advisor Entity that provides advice and guidance to others regarding financial securities and
investments, and the issuance of reports, conducting research and feasibility studies
related to financial securities.
Ithmar Invest is the Company’s financial advisor.
Listing Registering the company›s financial securities on PSE for trading purposes, settling sale
& purchase contracts, and transferring of ownership through the Depository Center.
Listed Company Any public shareholding company listed on the stock exchange according to provisions
of the law.
Listing Agreement The agreement signed between the PSE and the listed company.
Secondary Market The market through which issued financial securities are traded in accordance with the
applicable laws, regulations and any related amendments.
First Market The part of the Secondary Market governed by specific listing requirements.
Second Market The part of the Secondary Market governed by specific listing requirements.
International Securities A unique global identification number for the financial security being listed.
Identification Number (ISIN)
Subsidiary It is the entity that is subjected to the control of another company (the parent company)
through control of management or possessing more than 50% ownership.
Associate/Affiliate It is the entity that is related to and often controlled by a third party. This control may
extend to shared management or ownership, common use of facilities and equipment,
or access to other resources like fulfillment or customer service.
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Arab Palestinian Investment Company (“APIC”)
2. COMPANY OVERVIEW
2.1 Establishment & Foundation
Arab Palestinian Investment Company (“APIC”, or the “Company”) was established on September 20, 1994. It
is registered at British Virgin Islands (“BVI”) under the number (128626).
On May 8, 1996, the Company was registered at the Palestinian Ministry of National Economy under the
number (563600634) as a foreign private shareholding limited company (“PSC”). On December 23, 2013, the
Company’s legal status was transformed to a foreign public shareholding company and it is registered under
the number (562801563).
The Company’s authorized paid-up capital is USD 70,000,000, divided into 70,000,000 shares (USD 1.0 per
share). The Company’s paid-up capital as of December 31, 2013 is USD 50,009,398.
The Company was founded by a number of Arab businessmen for the purpose of channeling funds and invest-
ments from interested investors in the Arab world to Palestine.
The Company’s activities were expanded outside Palestine to include operating investments in Jordan, Central
& West Africa.
2.2 Objectives & Activities
APIC owns a group of nine (9) subsidiaries that offer and provide a wide range of products and services. The
Company’s strategic investments are focused in key sectors such as trade, distribution, manufacturing and ser-
vices.
APIC’s industrial activities vary from food manufacturing and processing to aluminum production. In the ser-
vice sector, the Company is involved in the advertisement services in addition to medical supplies & services.
Furthermore, as part of its operations in the trading and distribution business, APIC’s subsidiaries are distribu-
tors for many international companies and brands such as Philip Morris, Procter & Gamble, Abbott International,
Beiersdorf (Nivea), Eli Lilly, B. Braun & Hyundai Motors.
The following table presents APIC’s ownership percentages of each of its’ eight subsidiaries along with other
related information:
Industrial Sector Country (%)* Main Activities
Siniora Food Industries PLC Jordan 62.21% Canned & Frozen Meat Manufacturing
National Aluminum & Profiles Palestine 70.61% Aluminum & Profiles Manufacturing
Company PLC
Distribution Sector Country (%) Main Activities
UNIPAL General Trading Company Palestine 83.69% Consumer Products/Distribution
PSC
Central &West Africa Company For Jordan1 50.00% Consumer Products/Distribution
Commercial Agencies LLC (Exempt
Company)
Medical Supplies & Services Palestine 50.00% Medical Services & Supplies
Company PSC
Arab Palestinian Shopping Palestine 85.99% Retail/Supermarkets
Centers Company PLC
Palestinian Automotive Company Palestine 91.07% Cars Distribution (Hyundai Agents)
PSC
Service Sector Country (%) Main Activities
SKY Advertising Company PSC Palestine 99.00% Advertising & Promotion
*This represents APIC’s ownership percentage.
1 It is registered in Jordan, and exercises its activities in Central & West Africa.
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Information Memorandum
Additionally, the Company controls 64.0%2 of the Arab Palestinian Storage & Cooling Company PSC, whose
main activities are establishing, processing and managing cold storage for agricultural products, livestock prod-
ucts, fisheries and food.
2.3 Founders
The following table presents the names of APIC’s founders as indicated in the constituent assembly meeting
held in 1995, along with their current ownership percentages as of the date of this Information Memorandum:
Name of The Founder Nationality Current Ownership (%)
Sheikh Omar Abdul Fattah Aggad- (Aggad Saudi 1.20%
Investment Company AICO)
Mr. Tarek Omar Aggad Saudi 25.76%
Mr. Mohammad Omran Bamieh Saudi 0.00%
Mr. Khaled Abdulaziz Al-Ibrahim Saudi 0.97%
Mr. Jamal Abu Issa Qatari 0.19%
Mr. Omar Abbas & Mr. Wael Abbas Canadian 0.46%
Mr. Bassam Aburdene & Mr. Odeh Aburdene American/British 0.19%
Mr. Waleed Kayali Saudi 0.79%
Mr. Abdullah Arafat Jordanian 0.18%
Rana Investments Limited Company - Saudi 0.53%
Represented By Mr. Adel AlSaied
Mr. Nabeel Al-Atary Jordanian 0.28%
Capital Trust Limited Company-Represented by BVI 0.49%
Mr. Abdulkareem Al-Sayegh
2.4 Names of Individuals, Companies Who own 5.0% or More of APIC’s Issued Financial Securities
The following table lists the names of individuals, companies which own 5.0% or more of APIC’s paid–up capital
along with their ownership percentages as of the date of this Information Memorandum:
Shareholder Name Ownership (%)
Mr. Tarek Omar Aggad 25.76%
Palestine Investment Fund 20.20%
Al-Huda Holding Company 9.70%
The following table lists the names of individuals, companies which own 5.0% or more of APIC’s issued bonds3,
along with their ownership percentages as of the date of this Information Memorandum:
Bondholder Name Ownership (%)
Cairo Amman Bank/Palestine 29.25%
Palestine Bank 19.50%
Aswaq Investment Portfolio Company 19.50%
Cairo Amman Bank/Jordan 9.75%
Al-Ittihad Bank 9.75%
2 This represents APIC’s direct ownership of 31.1%, in addition to an indirect ownership of 32.9% through its’ subsidiary UNIPAL General Trading Company.
3 On January 31, 2012, the Company issued five-year bonds with a total nominal value of USD 20,000,000.
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Arab Palestinian Investment Company (“APIC”)
2.5 Board of Directors
APIC’s Board of Directors is comprised of (9) members as presented in the following table:
Board Member Name Membership Position
Mr. Tarek Omar Aggad Chairman & Chief Executive Officer
Mr. Khaled Osaily Vice Chairman
Al-Saeed Company- Represented by Mr. Mounir Khouri Member
Palestine Investment Fund – Represented by Dr. Mohammad Mustafa Member
Palestine Investment Fund- Represented by Dr. Durgham Maraee Member
Mr. Fuad Kattan Member
Mr. Tareq Abbas Member
Dr. Mazen Ibrahim Hassounah Member
Al-Huda Holding Company- Represented by Mr. Bassam Aburdene Member
2.6 Executive Management Team
APIC’s executive management team (the “Management”) is presented in the following table:
Name of the Employee Job Title
Mr. Tarek Omar Aggad Chief Executive Officer-CEO
Mr. Ali Aggad Chief Operating Officer-COO
Mr. Tarek Abbas Chief Business Development-CBD
Mr. Ahmad Judeh Chief Investment & Finance Officer -CIFO
Mr. Khaled Baradei Group Finance Manager
Mrs. Lina Al-Hadweh Internal Control & System Development Director
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Information Memorandum
3. SUBSIDIARIES & AFFILIATES
3.1 Siniora Food Industries PLC (“SFIC” or “Siniora”)
Siniora was established in 1920 in Palestine, with its factory located in
Katamoun, Palestine. After the occupation of Palestinian Territories in 1948,
Siniora relocated its factory to Jerusalem.
In 1993, Siniora established a factory in Jordan in Sahab Industrial City.
In 1996, APIC acquired Siniora’s operations in both Jordan & Palestine.
Siniora produces canned meat products under the famous brand name
“Siniora”, as well as cold cuts such as Mortadella, Roasts, Salami, Basturma,
Sausages, and Frankfurters under the names “Siniora”, “Al Nemeh”, and “Al
Diftain”.
In 2011, Siniora acquired the famous brand name “UNIUM” for canned meat products.
Siniora uses state-of-the-art machinery and equipment with a total capacity of 10,000 Metric Tons (“MT”) for
the factory in Jordan and 9,600 MT for the factory in Palestine.
Siniora has become a household name in the Arab region for quality processed meat products, and has estab-
lished its role as the leader of canned meat & cold cuts in Jordan & Palestine.
Moreover, Siniora started exporting its products in 1999. Siniora’s main export markets include Saudi Arabia
“which is considered the largest export market as it has a distribution branch since 2009”, UAE, Lebanon, Oman,
Qatar, and North Africa.
In 2009, Siniora’s legal status was transformed to a public shareholding company and its shares were listed on
Amman Stock Exchange (“ASE”) in 2011.
Siniora’s paid-up capital as of the date of this Information Memorandum is JD 12,594,839.
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Arab Palestinian Investment Company (“APIC”)
3.2 National Aluminum & Profiles Company PLC (“NAPCO”)
NAPCO was established in 1991 as a public limited company.
NAPCO is the first and only aluminum profiles manufacturer in Palestine.
NAPCO’s plant is built on a total area of 28,000 square-meters and is located
in Nablus/Palestine.
The plant’s total current annual production capacity is 7,000 Metric Tons of
high quality products.
NAPCO owns two (2) warehouses, the first is located in Ramallah-Al-Bireh
Industrial Area and the second is located in Gaza.
NAPCO’s paid-up capital was restructured several times to ultimately reach
JD 6,900,000 in 2011. During the same year, NAPCO’s shares were listed on PSE.
NAPCO Production Lines:
• Extrusion Line
• Anodizing Line
• Powder Coating Line
• Wood Effect Line
• Cast House
• Thermal Break
Additionally, NAPCO offers the following services:
• Aluminum Fabrication of New Project.
• Sale of Aluminum Accessories.
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