Prospectus Dallah Healthcare Holding Company

Transcription

1 This prospectus is for the purpose of submission to institutional investors in a book-building exercise and does not contain the offering price. The Publication of the final prospectus will include the offering price after the completion of the book-building exercise and the offering price has been determined. Prospectus Dallah Healthcare Holding Company Offering of 14,200,000 new ordinary shares at SAR [ ] per Share representing 30.1% of the post-offering share capital of Dallah Healthcare Holding Company A Saudi joint stock company with Commercial Registration No dated 13/4/1415H (corresponding to 19/09/1994G) and Ministerial Resolution No. 341/J dated 19/10/1429 H (19/10/2008G) Offering period: from 5/01/1434H (corresponding to 19/11/2012G) to 11/01/1434H (corresponding to 25/11/2012G) ( Offering Period ) Dallah Healthcare Holding Company was established as a Saudi joint stock company with commercial registration no dated 13/4/1415H (hereinafter referred to as DHHC or the Company ). The Company was established in Jeddah on 30/09/1414H (corresponding to 13/03/1994G) as a limited liability company with commercial registration no on 30/09/1414 H. The Company was established with cash capital of SAR 395,000,000 divided into 395,000 shares with a par value of SAR 1,000 per share. At the time of its establishment, Dallah Group owned 99% of its capital while the remaining 1% of the Company's capital was owned by Mr. Saleh Abdullah Kamel. Dallah Hospital ( The Hospital ) was established in 1987G as a sole proprietorship by Mr. Saleh Abdullah Kamel. The Hospital's assets and investments were sold to the Company at their net book value of SAR 295,000,000. For more information on the sale, please see section 4.1 and Table 18 of the Prospectus. On 12/11/1414H (corresponding to 23/04/1994G), a resolution was issued by the Company s shareholders to move DHHC s headquarters to Riyadh. Accordingly, the Company was assigned a new commercial registration no on 13/04/1415H (the Commercial Registration ). On 17/03/1415H (corresponding to 24/08/1994G), the shareholders decided to reduce the capital from SAR 395,000,000 to SAR 295,000,000 because it was deemed to be in excess of the Company s requirements by reducing the number of shares from 395,000 to 295,000 with the par value of SAR 1,000 each. On 20/08/1419H (corresponding to 09/12/1998G), the Company's capital was reduced from two SAR 295,000,000 to SAR 123,000,000 by transferring ownership of the Hospital's land, valued at SAR 172,000,000, from the Company to Mr. Saleh Abdullah Kamel in order to allow Mr. Saleh Abdullah Kamel to pledge it as collateral in order to obtain bank facilities for Dallah Group. In return, shareholding of Dallah Group and Mr. Saleh Abdullah Kamel was reduced in the Company. On 07/09/1426H (corresponding to 10/10/2005G), the shareholders decided to increase the capital from SAR 123,000,000 to SAR 148,000,000 through capitalization of retained earnings of SAR 25,000,000 and reduce par value of shares to SAR 50. Dallah Group also granted some of its shares in the Company to Mr. Abdullah Saleh Kamel, Aseer Company for Trade, Tourism, Industry, Agriculture, Real Estate and Contracting ( Aseer ), Eng. Tarek Othman Alqasabi and Dr. Mohammad Rashed Alfaqih. On 14/05/1429H (corresponding to 20/05/2008G), the shareholders decided to convert the Company from a limited liability company into a closed joint stock company and change its name to Dallah Healthcare Holding Company. Approval was granted to convert the Company into a closed joint stock company as per Ministerial Resolution No. 341/J on 19/10/1429 H (corresponding to 19/10/2008G). On 11/03/1432H (corresponding to 14/02/2011G), the Company s shareholders decided to increase its capital from SAR 148,000,000 to SAR 330,000,000 through two transactions. First one involved issuance of shares worth SAR 120,000,000 to Mr. Saleh Abdullah Kamel representing difference in the value of non-operational lands transferred from DHHC to Mr. Saleh Abdullah Kamel and operational lands transferred from Mr. Saleh Abdullah Kamel to DHHC. This difference was SAR 117,853,600, or the equivalent of 11,785,360 shares valued at SAR 10 per share. In addition, 214,640 shares with a nominal value of SAR 10.0 each (equivalent to SAR 2,146,400) were awarded to shareholders upon shareholders agreement so the total capital of the company would become a whole number in order to avoid issuance of fractional shares in the future. Second transaction involved increasing capital of the Company by issuing one share for every 2.39 shares through capitalization of SAR 30,385,058 from statutory reserves and SAR 31,614,942 from retained earnings in order to increase the capital from SAR 268,000,000 to SAR 330,000,000. For more information, please refer to Section 4.10 of the Prospectus. The shareholders also agreed on 17/3/1432H (corresponding to 20/2/2011G) that Mr. Saleh Abdullah Kamel would grant some of his shares to other shareholders in order to keep shareholding same as that before 11/03/1432H (corresponding to 14/42011G). The Company has completed all necessary procedures in relation to the transfer of lands as per the shareholders resolution dated S11/03/1432H (corresponding to 11/02/2011G) and agreement dated 17/03/1432H (corresponding to 20/02/2011G). More information on changes in capital are available in Table 18 and Section 4.1 of the Prospectus. On 31 December 2011G, the Company received SAR 8.7 million as compensation from current shareholders for the use of the Company s property in Shatee District of Jeddah and SAR 2.2 million for shares granted to Mr. Saleh Abdullah Kamel at the time of the capital increase on 11/03/1432H (corresponding to 14/02/2011G). These actions were approved by general assembly on 25/06/1433H (corresponding to 16/05/2012G). It was agreed to increase the capital from SAR 330,000,000 SAR 472,000,000 during the extraordinary general assembly meeting held on 25/06/1433H (16/05/2012), by issuing 14,200,000 new shares through initial public offering representing 30.1% of the post-offering share capital of the Company with the current shareholders waiving their priority rights in this regard. The public offering of the Company s shares ( the Offering ) consists of issuing 14,200,000 ordinary shares ( Offer Shares ), with each ( Offer Price ) nominally valued at SAR 10 per share. The subscription price will be SAR [] per share. The Offer Shares would represent 30.1% of Company s capital after the increase. The Offering is directed at and may be accepted by: ehcnart (A): Institutional Investors: including a number of institutions that were approached by the Lead Manager after consulting with the Company and its current shareholders and based on certain criteria set forth by the Capital Market Authority ( CMA ). Institutional Investors are initially allocated 14,200,000 shares representing 100% of the Offer Shares for the public. The Lead Manager has the right to reduce the allocated shares to 7,100,000 shares representing 50% of the Offer Shares for the public in the event there is sufficient demand by Individuals (as defined in Tranche (B) below) subject to CMA s consent. Tranche (B): Individual Investors: including Saudi nationals. A Saudi woman who is divorced or widowed and has children from a non-saudi husband may subscribe for Offer Shares in the name(s) of her children who are minors provided they submit the proof that they are divorced or widowed and the proof of maternity of their minor children. Should an individual subscribe on behalf of his divorcee, his application shall be void and legal action may be taken against such a person. Individuals are allocated a maximum of 7,100,000 shares representing 50% of the Offer Shares for the public. In the case where the subscription by individuals is less than the maximum allocated shares, the Lead Manager has the right to reduce the number of Offer Shares allocated to individuals to match the number of shares subscribed for, after obtaining CMA s consent. 14,200, 000 Offer Shares will be issued representing 30.1% of the Company s capital after the increase as per shareholders resolution issued during the extraordinary general assembly meeting held on * + H (* +G). Upon completion of the Offering, the Company will have a total of 47,200,000 issued shares. The current shareholders will collectively own 69.9% of the Company's shares (or 33,000,000 shares) after the Offering and will consequently retain a controlling interest in the Company. Net proceeds from the Offering will be used to finance the Company s planned expansion. The current shareholders will not receive any proceeds from the Offering (please refer to Section 10, Use of Proceeds ). The Offering is fully underwritten (please refer to Underwriting section). The Offering will commence on 5/01/1434H (corresponding to 19/11/2012G) and will remain open for a period of 7 days up to and including 11/01/1434H (corresponding to 25/11/2012G) (the Offering Period ). Subscription to the Offer Shares can be made through branches of each of the selling agents (the Selling Agents ) during the Offering Period. Institutional Investors may also subscribe during the Offering Period. Each individual subscriber to the Offer Shares (the Subscriber and collectively referred to as the Subscribers ) must apply for a minimum of 10 Offer Shares. Each Subscriber may not apply for more than 250,000 Offer Shares. The minimum allocation per Subscriber is 10 Offer Shares, and the balance of the Offer Shares (if available) will be allocated on a pro-rata basis. In the event that the number of Subscribers exceeds 710,000, the Company will not guarantee the minimum allocation of 10 Offer Shares per Subscriber, and the Offer Shares will be allocated equally between all Subscribers. If the number of Subscribers exceeds 7,100,000, the allocation will be determined at the discretion of the Capital Market Authority ( CMA ). Excess of subscription monies, if any, will be refunded to Subscribers without any charge or withholding by the Lead Manager or Selling Agents. Notification of the final allotment and refund of subscription monies, if any, will be made by 18/01/1434H (corresponding to02/12/2012g) (see Subscription Terms and Conditions Allocation and Refund ) The Company has a single class of shares and no shareholder has preferential rights over other shareholders. Each Share entitles the holder to one vote and each shareholder (the Shareholder ) with at least 20 Shares has the right to attend and vote at the general assembly meeting (the General Assembly Meeting ). The Offer Shares will be entitled to receive dividends declared by the Company after the Offering Period and for subsequent fiscal years (see Dividend Policy section). Prior to the Offering, there has been no public market for the Shares in Saudi Arabia or elsewhere. An application has been made to the CMA for the admission of the Shares to the Official List and all relevant approvals pertaining to this Prospectus and all other supporting documents requested by the CMA have been granted. Trading in the Shares is expected to commence on the Exchange soon after the final allocation of the Shares (See Key Dates for Subscribers section). Subsequent to Shares commencing trading, Saudi and Gulf Cooperation Council ( GCC ) nationals, foreigners who are permanent residents in the Kingdom, companies, banks and Saudi and Gulf funds will be permitted to trade in the Shares. The Important Notice and Risk Factors sections in this Prospectus should be considered carefully prior to making an investment decision in the Offer Shares hereby. Financial Advisor, Bookrunner, Lead Manager and Sole Underwriter Selling Agents This Prospectus includes details given in compliance with the Listing Rules of the Capital Market Authority of Saudi Arabia ( CMA or the "Authority"). The directors, whose names appear on page iii; collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus and confirm, having made all reasonable enquiries that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. The Authority and the Saudi Arabian Stock Exchange take no responsibility for the contents of this document, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. This Prospectus was issued on * + H (corresponding to * +) English Translation of the Official Arabic Language Prospectus

2 IMPORTANT NOTICE This Prospectus provides full details of information relating to Dallah Healthcare Holding Company and the Offer Shares being offered. In applying for Offer Shares, Subscribers will be treated as applying only on the basis of the information contained in the Prospectus, copies of which are available for collection from the Company or the Selling Agents, or from the Company s website ( or the CMA s website ( or the Financial Advisor s website ( The Company has appointed Samba Capital & Investment Management Company as financial advisor ( Samba Capital or the Financial Advisor ), sole underwriter (the Sole Underwriter ) and lead manager ( Lead Manager ), solely for the purpose of the Offering described herein. This Prospectus includes details given in compliance with the Listing Rules set forth by the CMA. The directors of the Company (the Directors ), whose names appear on page iii, collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus and confirm, having made all reasonable inquiries, that, to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. The CMA and the Saudi Arabian Stock Exchange take no responsibility for the contents of this document, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. While the Company has made all reasonable inquiries as to the accuracy of the information contained in this Prospectus as at the date hereof, substantial portions of the market and industry information herein are derived from external sources, and while neither the Company, nor the Directors, nor any of the Advisors has any reason to believe that any of the market and industry information is materially inaccurate, such information has not been independently verified and no representation is made with respect to the accuracy or completeness of any of this information. The information contained in this Prospectus as of the date hereof is subject to change. In particular, the actual financial state of the Company and the value of the Offer Shares may be adversely affected by future developments in inflation, interest rates, taxation, or other factors, including, but not limited to, economic and political events and other factors over which the Company has no control. Neither the delivery of this Prospectus nor any oral, written or printed information in relation to the Offer Shares is intended to be, or should be construed as or relied upon in any way as, a promise or representation as to future earnings, results or events. The Prospectus is not to be regarded as a recommendation on the part of the Company, the Directors, the Pre-Offering Shareholders, Samba Capital, or any of the Selling Agents or persons connected thereto to participate in the Offering. Moreover, information provided in this Prospectus is of a general nature and has been prepared without taking into account an individual's investment objectives, financial situation or particular investment needs. Prior to making an investment decision, each recipient of this Prospectus is responsible for obtaining independent professional advice in relation to the Offering and for considering the appropriateness of the information herein with regard to individual objectives, financial situations and needs. The Offering is being made to, and is only capable of acceptance by, natural persons who are nationals of Saudi Arabia and institutional investors. A divorced or widowed Saudi female with children from a non-saudi husband can also subscribe on behalf of her children who are minor to the benefit of her account, provided that she presents sufficient supporting documents proving her marital status and her custody of their children. The distribution of this Prospectus and the sale of the Offer Shares to any other persons or in any other jurisdiction is expressly prohibited. All recipients of this Prospectus are required to inform themselves about the subscription process and to observe all such restrictions. I

3 INDUSTRY AND MARKET DATA The source of the industry and market information contained in this Prospectus is the report prepared by Roland Berger Middle East. The Market Consultant is an independent consulting firm that was established in Munich in 1967 as international marketing and consultantancy services provider. The Market Consultant does not itself, nor do any of its affiliates, shareholders, directors or their relatives, hold any shareholding or interest of any kind in the Company. The Market Consultant has given and not withdrawn its written consent to the publication of its information and statements included in the form and context as they appear in the Prospectus. It is believed that such information, sources and estimates are authentic and the Company exerted reasonable efforts to verify such sources. FINANCIAL INFORMATION The pro-forma financial statements as at and for the financial years ended 31 December 2009, 2008 and 2007 and notes thereto as prepared by Ernst & Young and the Company s audited financial statements for the financial years ended 31 December 2010, 2011 and for the 6-month periods ended June 2011 and 2012 and notes thereto as prepared by PricewaterhouseCoopers and included in this Prospectus have been prepared in conformity with the Saudi Organization for Certified Public Accountants ( SOCPA ) Generally Accepted Accounting Principles. The Company publishes its financial statements in Saudi Arabian Riyals. FORECASTS AND FORWARD LOOKING STATEMENTS Forecasts set forth in this Prospectus have been prepared on the basis of certain stated assumptions. Future operating conditions may differ from the assumptions used and consequently no representation or warranty is made with respect to the accuracy or completeness of any of these forecasts. Certain statements in this Prospectus constitute forward-looking-statements. Such statements can generally be identified by their use of forward-looking words such as plans, estimates, believes, expects, anticipates, may, will, should, expected, would be or the negative or other variation of such terms or comparable terminology. These forward-looking statements reflect the current views of the Company with respect to future events, and are not a guarantee of future performance. Many factors could cause the actual results, performance or achievements of the Company to be significantly different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Some of the risks and factors that could have such an effect are described in more detail in other sections of this Prospectus (see Risk Factors section). Should any one or more of the risks or uncertainties materialize or any underlying assumptions prove to be inaccurate or incorrect, actual results may vary materially from those described in this Prospectus as anticipated, believed, estimated, planned or expected. Subject to the requirements of the Listing Rules, the Company must submit a supplementary Prospectus to the CMA if at any time after the Prospectus has been approved by the CMA and before admission to the Official List, the Company becomes aware that (1) there has been a significant change in material information contained in the Prospectus or any document required by the Listing Rules, or (2) additional significant matters have become known which would have been required to be included in the Prospectus. Except in the aforementioned circumstances, the Company does not intend to update or otherwise revise any industry or market information in this Prospectus, whether as a result of new information, future events or otherwise. As a result of these and other risks, uncertainties and assumptions, the forward looking events and circumstances discussed in this Prospectus might not occur in the way the Company expects, or at all. Prospective investors should consider all forward-looking statements in light of these explanations and should not place undue reliance on forward looking statements. II

4 Corporate Directory Members of the Board of Directors Name Title Status 1. Eng. Tarek Othman Alkasabi Chairman Not Independent Non-Executive 2. Dr. Mohammed Rashid Alfaqih Member Not Independent Executive 3. Mr. Ammar Hasan Kamel Member Not Independent Non-Executive 4. Mr. Mohiuddin Saleh Kamel Member Not Independent Non-Executive 5. Eng. Fahad Siraj Malaika Member Not Independent Non-Executive 6. Dr. Ahmad Saleh Babaeer Member / Chief Executive Officer Not Independent Executive 7. Mr. Fahad Abdullah Algassem Member Independent and Non-Executive 8. Dr. Abdulrahman Abdulaziz Alsuwailem Member Independent and Non-Executive 9. Mr. Fares Ibrahim Alhumaid Member Independent and Non-Executive Address of the Company Dallah Healthcare Holding Company P.O. Box Riyadh Kingdom of Saudi Arabia Tel (966) Fax (966) info@dallahhealth.com Company s website: Company Representative at the CMA Eng. Tarek Othman Alkasabi Dr. Ahmad Saleh Babaeer Dallah Healthcare Holding Company P.O. Box Riyadh Kingdom of Saudi Arabia Tel (966) Fax (966) Board of Directors Secretary Anas D. Al-Assafi Dallah Healthcare Holding Company P.O. Box Riyadh Kingdom of Saudi Arabia Tel (966) Fax (966) a_alassafi@dallah-hospital.com t_alkasabi@dallah-hospital.com ababaeer@dallah-hospital.com III

5 Share Registrar Company s Key Commercial Banks The Saudi Stock Exchange Company (Tadawul) Abraj Atta awuneya King Fahad Road P.O. Box Riyadh, Kingdom of Saudi Arabia Tel: (966) Fax: (966) E mail: webinfo@tadawul.com.sa Website: Bank Al Jazira Khalid bin Alwalid Street P.O. Box 6277 Jeddah, Kingdom of Saudi Arabia Tel: (966) Fax: (966) Website: Advisors Al Rajhi Bank Olayya Road P.O.Box 28 Riyadh Kingdom of Saudi Arabia Tel: (966) Fax: (966) Website: Financial Advisor, Bookrunner and Lead Manager Legal Advisor to the Issuer Samba Capital & Investment Management Co. Kingdom Center 14th floor P.O. Box Riyadh Kingdom of Saudi Arabia Tel: (966) Fax: (966) Website: Law Office of Abdulaziz H. Al-Fahad Jarir Plaza, 4 th floor, Olaya Street P.O. Box Riyadh Kingdom of Saudi Arabia Tel: (966) Fax: (966) IV

6 Website: Saudi Legal Advisor to the Financial Advisor, Bookrunner, Lead Manager and Underwriter Al-Jadaan & Partners Law Firm PO Box 3515 Riyadh Kingdom of Saudi Arabia Tel: (966) Fax: (966) Website: International Legal Advisor to the Financial Advisor, Bookrunner, Lead Manager and Underwriter Clifford Chance LLP The Gate Precinct Building 6, Level 2 Dubai International Financial Centre PO Box 9380 Dubai, United Arab Emirates Tel: (971) Fax: (971) Website: Financial Due Diligence Advisor KPMG Al Fozan & Al Sadhan. Almoayyed Tower, 21 st Floor P.O.Box Riyadh, Kingdom of Saudi Arabia Tel Fax Website: Market Research Consultant Roland Berger Middle East W.L.L. Almoayyed Tower, 12 th Floor P.O. Box Manama Kingdom of Bahrain Tel: (973) Fax: (973) Website: Registered Auditors V

7 PricewaterhouseCoopers Al Juraid Jameel Square Al Tahliah Street Jeddah Saudi Arabia Tel: (966) Fax: (966) Website: Ernst & Young Al Faisaliah Office Tower P.O. Box 2732 King Fahad Road, Olaya Riyadh Saudi Arabia Phone: (966) Fax: (966) Website: NOTE: All above advisors have given and not withdrawn their written consent to the publication of their names and their statements in the Prospectus; and do not themselves, their employees or any of their relatives have any shareholding or interest of any kind in the Company or any of its affiliates at the date of this Prospectus. Sole Underwriter Samba Capital & Investment Management Co. Kingdom Center 14th floor P.O. Box Riyadh Kingdom of Saudi Arabia Tel: (966) Fax: (966) Website: Selling Agents Samba Financial Group King Abdulaziz Road P.O. Box 833 Riyadh Kingdom of Saudi Arabia Tel: Fax: Website: VI

8 Aljazira Capital Al Madina Road, Al Musadia Commercial Center P.O. Box 6277 Jeddah Kingdom of Saudi Arabia Tel: Website: Riyad Bank King Abdulaziz Road P.O. Box Riyadh Kingdom of Saudi Arabia Tel: Fax: Website: National Commercial Bank (NCB) P.O. Box 3555 Jeddah Kingdom of Saudi Arabia Tel: Fax: Website: Al Rajhi Bank Olaya Road P.O. Box 28 Riyadh Kingdom of Saudi Arabia Tel: Fax: Website: VII

9 Summary of the Terms of Offering Subscription The Company The Company s Activities Total share capital of the Company before the Offering Total share capital of the Company post- Offering Offer Price Offering of 14,200,000 ordinary shares, which represent 30.1% of the share capital of Dallah Healthcare Holding Company post-offering, through initial public offering at SAR [ ] per Offer Share Dallah Healthcare Holding Company is a Saudi joint stock company with commercial registration number , dated 13/04/1415H (corresponding to 19/09/1994G). Operations of DHHC are organized under four business divisions. These are: i) Dallah Hospital; ii) Dallah Pharma; iii) Operations & Management; and iv) Investments. Dallah Hospital provides in-patient and out-patient medical services. Dallah Pharma s activities include wholesale distribution of pharmaceutical, herbal and cosmetic products and Operations & Management division is involved in management and operations of hospitals owned by third-parties. In addition, the Company has several investments within the healthcare industry in Middle East region. SAR 330,000,000 SAR 472,000,000 SAR [ ] per Offer Share Nominal value per Share SAR 10 Number of issued Shares Number of Offer Shares Percentage represented by Offer Shares Total value of Offer Shares Number of Offer Shares to be Underwritten Minimum number of Offer Shares to be Subscribed for by Institutional Investors Minimum number of Offer Shares to be Subscribed for by Individual Investors Nominal value of minimum subscription amount by Institutional Investors Nominal value of minimum subscription amount by Individual Investors Maximum number of Offer Shares to be [ ] Shares 14,200,000 Shares The Offer Shares will represent 30.1% of the Company's issued share capital post- Offering. SAR [ ] 14,200,000 Offer Shares 100,000 Offer Shares 10 Offer Shares SAR [ ] SAR [ ] 2,359,999 Offer Shares. VIII

10 subscribed for by Institutional Investors Maximum number of Offer Shares to be subscribed for by Individual Investors Nominal value of maximum subscription amount by Institutional Investors Nominal value of maximum subscription amount by Individual Investors Use of proceeds Allocation of Offer Shares [ ] Offer Shares. SAR [ ] SAR [ ]. After deducting the Offering expenses of approximately [ ], an amount of SAR [ ] of the net proceeds from the Offering will be used for the development of West Riyadh Hospital. Any excess will be used for general corporate purposes. For further information refer to Section 10 (USE OF PROCEEDS) The Offering will be for 14,200,00 new shares with a nominal value of SAR 10 per share, representing 30.1% of the Company s share capital post-capital increase, at a share price of SAR * + per share. The offering is directed at and may be accepted by the following two investor categories: Tranche (A) Institutional Investors: A group of institutions approached by the Bookrunner after consulting the Company and the Pre-Offering Shareholders with regard to specific special standards set previously by the CMA. Subscribing institutions are allocated 14,200,000 Offer Shares, representing 100% of the Offer Shares. In the event Individual Investors (as defined below under Tranche B) subscribe to Offer Shares, the Bookrunner may reduce the number of shares allocated to Institutional Investor by 50% to 7,100,000 after obtaining the approval of the CMA. Tranche (B) Individual Investors: consisting of Saudi nationals, including a Saudi woman who is divorced or widowed and who has children who are minors from a non- Saudi husband may subscribe for Offer Shares in the name(s) of her children for her benefit given she provides proof that she is widowed or divorced and proof of her motherhood (each a Individual Investor and collectively referred to as the Individual Investors ). The subscription by a person in the name of his divorcee shall be deemed invalid in such cases and the relevant regulations shall be enforced against that person. Subscribing individuals are allocated 7,100,000 Shares representing 50% of the Offer Shares. In the event Individual Investors do not subscribe in the entire amount of allocated shares, the Bookrunner may reduce the number of shares allocated to Individual Investors to match the number of shares that have been subscribed to by Individual Investors, after obtaining the approval of the CMA Excess subscription monies Offering Period Excess subscription monies, if any, will be refunded to Subscribers without any charge or withholding by the Lead Manager or the Selling Agents. Notification of the final allocation and refund of subscription monies, if any, will be made no later than 18/1/1434H (corresponding to 2/12/2012G) (See Section 14, Subscription Terms and conditions ). The Offering will commence on Monday 5/1/1434H (corresponding to 19/11/2012G) and will remain open for a period of 7 days, up to and including 11/1/2012H IX

11 (corresponding to 25/11/2012G) Dividends Voting rights Share restrictions Listing and Registration of Shares Risk factors The Offer Shares will be entitled to receive dividends declared by the Company during 2012 (See Section 8: Dividend Record and Policy). The Company has only one class of Shares and no Shareholder will have any preferential voting rights. Each Share entitles the holder to one vote and each Shareholder holding at least 20 Shares has the right to attend and vote at the General Assembly. The Pre-Offering Shareholders may not dispose of any Shares during the period of six months from the date on which trading of the Offer Shares commences on the Exchange. After the six month restriction period elapses, the Pre-Offering Shareholders may dispose of their Shares only after obtaining CMA approval Prior to the Offering, there has been no public market for the Shares in the Saudi Arabia or elsewhere. An application has been made to the CMA for the admission of the Shares to the Official List, and all relevant approvals pertaining to this Prospectus and all other supporting documents requested by the CMA in addition to all relevant regulatory approvals required to conduct the Offering have been granted. Trading is expected to commence on the Exchange soon after the final allocation of the Shares (See Key Dates for Subscribers on page * ] and Section 14 1, Subscription Terms and conditions ). There are certain risks relating to an investment in the Offer Shares. These risks can broadly be categorized as (a) risks relating to the healthcare industry in Saudi Arabia, (b) risks relating to the Company's operations, and (c) risks relating to the Shares. All Subscribers should carefully review and consider all the information mentioned in Section 2 Expenses Risk Factors prior to making an investment decision in respect of the Offer Shares. The Company shall bear 100% of the costs related to the Offering, which are estimated to amount to approximately SAR [ ], and include the fees for the Financial Advisor, Underwriter, Legal Advisor, Market Consultant and Financial Due Diligence Consultant, in addition to the fees for the Selling Agents, costs of marketing, printing, distribution and other relevant expenses. Shareholders Shareholder Pre-Offering Post-Offering Shares % Capital (SR) Shares % Capital (SR) Dallah Group 24,420, ,200,000 24,420, ,200,000 Tarek Osman Alkasabi 2,475, ,750,000 2,475, ,750,000 Mohammed Rashid Alfagih 2,475, ,750,000 2,475, ,750,000 Abdullah Saleh Kamel 1,650, ,500,000 1,650, ,500,000 Aseer 1,650, ,500,000 1,650, ,500,000 Saleh Abdullah Kamel 330, ,300, , ,300,000 Public ,200, ,200,000 Total 33,000, % 330,000,000 47,200, % 472,000,000 X

12 Key Dates for Subscribers Expected Offering Timetable Offer Period Deadline for submitting applications and payment of subscription monies Notification of final allocation and returning of excess funds (if any) Start date of trading of Offer Shares on Exchange From Monday 5/1/1434H (corresponding to 19/11/2012G) To Sunday 11/1/2012H (corresponding to 25/11/2012G) inclusive Sunday 11/1/2012H (corresponding to 25/11/2012G) 18/1/1434H (corresponding to 2/12/2012G) Upon completion of all relevant procedures. Note: The above timetable and dates therein are indicative. Actual dates will be announced through local press announcements band on Tadawul s website ( How to Apply for Subscription Tranche (A) Individual Investors Subscription of Individual Investors in the Offer Shares is limited to Saudi Arabian natural including a Saudi woman who is divorced or widowed and who has children who are minors from a non-saudi husband may subscribe for Offer Shares in the name(s) of her children for her benefit given she provides proof that she is widowed or divorced and proof of her motherhood (each referred to as "Individual Investor" and collectively as "Individual Investors") Subscription application forms will be available during the Offering Period at the branches of the Selling Agents or through their respective websites. Subscription may also be made through the Internet, banking phone or ATM machines at any of the Selling Agents that provide such service for the subscribers who have participated in recent initial public offerings of shares, provided that: The subscriber must have a bank account at a Selling Agent which offers such services; and There should have been no changes in the personal information of subscriber since her/his subscription in a recent offering. The Subscription Application forms must be completed in accordance with the instructions described in the Subscription Terms and conditions Section of this Prospectus. Applicant must agree to all items contained in relevant application form. The Company and the Pre-Offering Shareholders reserve the right to reject any subscription application, partly or wholly, if it does not satisfy any of the subscription terms and instructions. The subscription application shall not be amended or withdrawn after submittal. Upon submittal, the subscription application shall be considered a binding agreement between the applicant and the Company. Please refer to Section 14 Subscription Terms and conditions of this Prospectus. Tranche (B) Institutional Investors Subscription of Institutional Investors in the Offer Shares is limited to a number of institutions that have been contacted by the Lead Manager after discussions with the Company and the Pre-Offering Shareholder s and based on certain predefined criteria set forth by the Capital Market Authority ( CMA or the Authority ). Such Individual Investors may obtain the subscription application forms from the Lead Manager. XI

13 Summary of Key Information This summary of key information is intended to give an overview of the information contained in this Prospectus. However, it does not contain all the information that may be important to prospective investors. Therefore, this summary should be read as an introduction to the Prospectus, and the recipients of this Prospectus are advised to read the entire Prospectus, and the prospective investors must take all information contained in this Prospectus into consideration when making a decision to invest in the Offer Shares. The Company The Company s operations date back to 1987G (1407H) when Dallah Hospital (the Hospital ) was established in Riyadh by Mr. Saleh Abdullah Kamel as a sole proprietorship with a share capital of SAR 100,000,000. Dallah Healthcare Holding Company ( DHHC or the Company ) is Saudi joint stock company with commercial registration number dated 13/4/1415H (corresponding to 19/9/1994G). The Company was established in Jeddah as a limited liability company with commercial registration number dated 30/9/1414H (corresponding to 13/3/1994G). The Company was established with a paid-up capital of SAR 395,000,000 divided into 395,000 shares, with a value of SAR 1,000 per share. For further information refer to Table 1: Change in Share Capital. Upon establishment, Dallah Group owned 99% of the Company s share capital, with the remaining 1% owned by Mr. Saleh Abdullah Kamel. After the establishment of the Company, the Hospital s assets, liabilities and investments were sold to the Company for a value of SAR 295,000,000. For further information regarding this sale refer to section 4.1 and Table 18 of this Prospectus. On 12/11/1414H (corresponding to 23/4/1944G), the Company s shareholders issued a resolution to move to the Company s headquarters to Riyadh. Consequently, commercial registration number dated 23/4/1415H (corresponding to 19/9/1994G) was issued (the Commercial Registration ). On 17/3/1415H (corresponding to 24/8/1994G), the shareholders issued a resolution to reduce the Company s share capital from 395,00,000 to 295,000,000, due to it being deemed in excess of the Company s requirements, by reducing the number of shares from 395,000 to 295,000 with par value of SAR 1,000 per share. On 20/8/1419H (corresponding to 9/12/1998G), the Company's share capital was reduced from SAR 295,000,000 to SAR 123,000,000 by transferring ownership of the Hospital's land, valued at SAR 172,000,000, from the Company to Mr. Saleh Abdullah Kamel. The shareholders transferred the land in order to pledge it as collateral to obtain bank facilities for Dallah Group. In return, shareholding of Dallah Group and Mr. Saleh Abdullah Kamel was reduced in the Company. On 07/09/1426H (corresponding to 10/10/2005G), the shareholders decided to increase the Company s share capital from SAR 123,000,000 to SAR 148,000,000 through the capitalization of retained earnings of SAR 25,000,000 and reduce par value of shares to SAR 50. Dallah Group also awarded some of its shares in the Company to Mr. Abdullah Saleh Kamel, Aseer, Mr. Tarek Othman Alkasabi and Dr. Mohammed Rashed Alfaqih. On 14/5/1429H (corresponding to 20/5/2008G), the shareholders decided to change the Company from a limited liability company into a closed joint stock company and alter its name to Dallah Healthcare Holding Company. Approval was granted to change the Company into a closed joint stock company as per Ministerial Resolution No. 341/J on 19/10/1429 H (corresponding to 19/10/2008G). On 11/3/1432H (corresponding to 14/2/2011G), the Company s shareholders decided to increase its capital from SAR 148,000,000 to SAR 330,000,000 through two transactions. First one involved issuance of shares worth SAR 120,000,000 to Mr. Saleh Abdullah Kamel representing difference in the value of non-operational lands transferred from DHHC to Mr. Saleh Abdullah Kamel and operational lands transferred from Mr. Saleh Abdullah Kamel to DHHC. This difference was SAR 117,853,600, or the equivalent of 11,785,360 shares valued at SAR 10 per share. In addition, 214,640 shares with a nominal value of SAR 10 each (equivalent to SAR 2,146,400) were awarded to shareholders upon shareholders agreement. The reason for this was to increase the capital of the Company to a whole number in order to avoid issuance of fractional shares in the future. As a result, share capital of the Company increased to SAR 268 million. Second transaction involved increasing capital of the Company by issuing one share for every 2.39 shares through capitalization of SAR 30,385,058 from statutory reserves and SAR 31,614,942 from retained earnings in order to increase the capital from SAR 268,000,000 to SAR 330,000,000. For further information refer to section 4.10 of the Prospectus. The shareholders also agreed on 17/3/1432H (corresponding to 20/2/2011G) that Mr. Saleh Abdullah Kamel would grant some of his shares to other shareholders in order to keep shareholding same as that before 11/03/1432H (corresponding to 14/42011G). On 31 December 2011G, the Company received SAR 8.7 million as compensation from current shareholders for the use of the Company s property in Shatee District of Jeddah and SAR 2.2 million for shares granted to Mr. Saleh Abdullah Kamel at the time of the capital increase on on 11/03/1432H (corresponding to 14/02/2011G). These actions were approved by general assembly on 25/06/1433H XII

14 (corresponding to 16/05/2012G). It was agreed to increase the capital from SAR 330,000,000 SAR 472,000,000 during the extraordinary general assembly meeting held on 25/06/1433H (16/05/2012), by issuing 14,200,000 new shares representing 30.1% of the Company s post-offering share capital through an initial public offering with the current shareholders waiving their priority rights in this regard. The company completed all necessary procedures in relation to the transfer of lands as part of the capital increase as per the shareholders resolution dated 11/03/1432H (corresponding to 11/02/2011G) and the agreement dated 17/03/1432H (corresponding to 20/02/2011G) Table 1: Change in Share Capital Date Share Capital before Change Share Capital after Change Method Reason for Change in Capital Approved by 13/3/1994G SAR 395,000,000 SAR 395,000,000 Cash 24/8/1994G SAR 395,000,000 SAR 295,000,000 Not Available 9/12/1998G SAR 295,000,000 SAR 123,000,000 Not Available 10/10/2005G SAR 123,000,000 SAR 148,000,000 14/2/2011G SAR 148,000,000 SAR 330,000,000 Capitalization of SAR 25,000,000 of retained earnings Capitalization of SAR 30,400,000 of statutory reserves in addition to SAR 31,600,000 of retained earnings ***Issuance of 12,000,000 new shares at a value of SAR 10 per share representing the increase in capital of SAR XIII Establishment of the Company *Share capital was deemed to be in excess of requirements of the Company after revaluation of the Hospital s assets, liabilities and investments from SAR 395 million to SAR 295 million Ownership of the Hospital s land and buildings was transferred to Mr. Saleh Abdullah Kamel who at the time owned 99% of the Company s share capital to allow him to pledge those assets as collateral in order to obtain bank facilities **Awarded 6,150, 6,150, 9,225 and 9,225 shares to Mr. Abdullah Saleh Kamel, Aseer, Eng. Tarek Othman Alkasabi and Dr. Mohammed Rashed Alfagih respectively Transfer of the legal ownership of the Hospital s land to the Company and increasing share capital of the Company to a whole number in order to avoid issuance of fractional shares in the future Ministry of Commerce & Industry, General Assembly Ministry of Commerce & Industry Ministry of Commerce & Industry Ministry of Commerce & Industry Ministry of Commerce & Industry

15 117.9 million (which reflected difference in the value of lands transferred to and from DHHC) and issuance of 214,640 new shares at SAR 10 per share *Hospital assets and investments were sold to DHHC. For more information, please see Table 18 of this Prospectus. ** No payment was made in exchange for the granting these shares *** This amount was SAR 117,853,600 or the equivalent of 11,785,360 shares valued at SAR 10 each. Additionally, 214,640 shares worth SAR 2,146,400 were issued valued at SAR 10 each Source: DHHC Details relating to the change in the Company s share capital Change in share capital dated 24/8/1944G On 17/3/1419H (corresponding to 24/8/1994G), the Company s shareholders decided to decrease the Company s share capital from SAR 395,000,000 to SAR 295,000,000 by decreasing the number of shares from 39,500 to 29,500 shares at a value of SAR 1,000 per share as the capital was deemed to be in excess of the Company s requirements. The shareholders had established the Company with a share capital of SAR 395,000,000 based on the book value of the Hospital s assets and investments. Subsequently, the shareholders had decided to acquire the Hospital s assets and investments, net of accumulated losses incurred between 1987G and 1994G, for a value of SAR 295,000,000. For further information regarding the acquired assets refer to Table 19 of this Prospectus Change in share capital dated 9/12/1998G On 20/8/1491H (corresponding to 9/12/1998G), the Company s share capital was reduced from SAR 295 million to SAR 123 million after transferring the Hospital s land s legal ownership to Mr. Saleh Abdullah Kamel at a value of SAR 172 million. The reason for the transfer was to allow Mr. Saleh Abdullah Kamel to pledge those assets as collateral in order to obtain bank facilities for Dallah Group. As a result, Dallah Group and Mr. Saleh Abdullah Kamel s shareholding in the Company was reduced. Change in share capital dated 10/10/2005G On 7/9/1426H (corresponding to 10/10/2005G), the shareholders decided to increase the Company s share capital from SAR 123 million to SAR 148 million by capitalizing retained earnings of SAR 25 million. As per the shareholders resolution, the share s par value was reduced to SAR 50. Additionally, 6,150, 6,150, 9,225 and 9,225 shares were awarded to Mr. Abdullah Saleh Kamel, Aseer, Eng. Tarek Othman Alkasabi and Dr. Mohammed Rashid Alfagih respectively. No amount was paid in exchange for these shares. The following table presents the ownership structure in the Company before the above mentioned shareholders resolutions: Shareholder Ownership % Number of Shares Value of Shares Dallah Group 99% 121, ,770,000 Saleh Abuddlah Kamel 1% 1,230 1,230,000 Total 100% 123, ,000,000 The following table presents the ownership structure in the Company following the above mentioned shareholders resolutions: Shareholder Ownership % Number of Shares Value of Shares Dallah Group 74% 2,190, ,520,000 Saleh Abuddlah Kamel 1.0% 29,600 1,480,000 Abdullah Saleh Kamel 5.0% 148,000 7,400,000 XIV

16 Eng. Tarek Osman Alkasabi 7.5% 222,000 11,100,000 Dr. Mohammed Rashid Alfagih 7.5% 222,000 11,100,000 Aseer 5.0% 148,000 7,400,000 Total 100% 2,960, ,000,000 Change in share capital dated 14/2/2011G On 11/3/1432H (14/2/2011G) the Company s shareholders decided to increase the Company s share capital from SAR 148 million to SAR 330 million by issuing shares worth SAR 120 million to Mr. Saleh Abdullah Kamel, representing difference in the value of nonoperational lands transferred from DHHC to Mr. Saleh Abdullah Kamel and operational lands transferred from Mr. Saleh Abdullah Kamel to DHHC. This difference was SAR 117,853,600, or 11,785,360 shares with a par value of SAR 10 each. Additionally, 214,640 shares with par value of SAR 10 each worth SAR 2,146,400 were issued to increase the capital of the Company to a whole number in order to avoid issuance of fractional shares in the future. This increased the share capital of the Company to SAR 268 million. For further information, please refer to section 4.10 of this Prospectus. The following table presents the ownership structure in the Company as a result of the above mentioned shareholders resolutions: Shareholder Ownership % Number of Shares Value of Shares Dallah Group 47.09% 15,540, ,400,000 Saleh Abuddlah Kamel 37% 12,210, ,100,000 Abdullah Saleh Kamel 3.18% 1,050,000 10,050,000 Eng. Tarek Osman Alkasabi 4.77% 1,575,000 15,750,000 Dr. Mohammed Rashid Alfagih 4.77% 1,575,000 15,750,000 Aseer 3.18% 1,050,000 10,050,000 Total 011% 33,000, ,000,000 On 17/3/1432H (corresponding to 20/2/2011G), Mr. Saleh Abdullah Kamel decided to grant shares at their par value as per the following table: Shareholder Number of shares Value of Shares Dallah Group 8,880,000 88,800,000 Abdullah Saleh Kamel 600,000 6,000,000 Eng. Tarek Osman Alkasabi 900,000 9,000,000 Dr. Mohammed Rashid Alfagih 600,000 9,000,000 Aseer 600,000 6,000,000 Total 11,880, ,800,000 The following table shows the ownership in the Company after the above mentioned transfer of shares: Shareholder Ownership % Number of Shares Value of Shares Dallah Group 74% 24,420, ,200,000 Saleh Abuddlah Kamel 1% 330,000 3,300,000 Abdullah Saleh Kamel 5% 1,650,000 16,500,000 Eng. Tarek Osman Alkasabi 7.5% 2,475,000 24,750,000 Dr. Mohammed Rashid Alfagih 7.5% 2,475,000 24,750,000 Aseer Company 5% 1,650,000 16,500,000 Total 100% 33,000, ,000,000 XV

17 The following table presents details of the assets transferred from Mr. Saleh Abdullah Kamel to the Company: Asset Area (square meters) Total Valuation (SAR) Dallah Hospital Land Riyadh 40,600 93,380,000 Land Block 43 Riyadh 6,250 15,625,000 Land Block 34 - Riyadh 9,250 21,737,500 Land Block 7 - Riyadh 9,900 24,750,000 Dallah Hospital Building (built on Hospital Land) 42,367 83,023,900 Nurses Housing Building (built on Hospital land) 5,247 4,282,000 Families Housing units (built on Land Block 34) 5,138 4,310,400 Administration Building (built on Hospital land) ,800 Health Club (built on Hospital s land) 1,485 1,273,000 Total - 249,253,600 Source: DHHC, Radma Report The following table presents details of the assets transferred from the Company to Mr. Saleh Abdullah Kamel: Asset Area Total Valuation (SAR) (square meters) Land block 32 Riyadh 6,300 97,650,000 Jeddah Land 14,000 33,750,000* Total - 131,400,000 *Valued based on agreement between the shareholders and Saleh Abdullah Kamel Source: The Company, Radma Report The following table shows the difference between the value of the assets transferred to and from DHHC: Assets Valuation (SAR) Assets transferred from the Company to Saleh Abdullah Kamel 249,253,600 Assets transferred from Saleh Abdullah Kamel to the Company 131,400,000 Difference 117,853,600 Source: The Company, Radma Report In addition to the above mentioned capital increase, The Company has also increased the capital by issuing one share for every 2.39 existing shares. The increase was done by transferring SAR 30,385,058 from statutory reserves and SAR 31,614,942 from retained earnings, resulting in the Company s share capital increasing from SAR 268,000,000 to SAR 330,000,000. Additionally, the shareholders agreed on 17/3/1432H (corresponding to 14/2/2011G) that Mr. Saleh Abdullah Kamel would grant some of his shares in the Company to other shareholders in order to maintain the same shareholding structure as that before 11/3/1432H (corresponding to 14/2/2011G). Company s Operations Operations of DHHC are organized under four business divisions. These are: Dallah Hospital Dallah Pharma Operations & Management Investments Dallah Hospital provides in-patient and out-patient medical services. Dallah Pharma s activities include wholesale distribution of pharmaceutical, herbal and cosmetic products and Operations & Management division is involved in management and operations of hospitals owned by third-parties. In addition, the Company has several investments within the healthcare industry in Middle East XVI

18 region. Dallah Hospital constitutes the single largest contributor the Company s revenues, accounting for over 90% of the Company s total revenue in 2008, 2009, 2010 and Dallah Hospital The Company commenced its operations with the establishment of Dallah Hospital by Mr. Saleh Abdullah Kamel in 1987G as a sole proprietorship, with a capacity of 237 beds. Dallah Hospital provides advanced care in many areas of specialized medicine through the following medical departments: Cardiology Obstetrics & Gynecology Ophthalmology Nephrology Plastic Surgery Rheumatology Emergency Care Orthopedics Pediatrics Dermatology Urology General Surgery Fertility Pediatric Surgery Dental Ear, Nose & Throat Diabetes Neurology Pulmonology Internal Medicine Nutrition Psychiatric Therapy Open Specialist Clinics The Hospital currently has a capacity to accommodate 728,390 patient visits per year through its outpatient clinics. The number of outpatient visits within Dallah Hospital amounted to 609,911 visits during 2011G, representing a capacity utilization of 84%. The number of beds within the ward was 352 during 2011G, with a capacity utilization of 58.4%. For information on capacity by medical departments refer to table Table 62 Established in 1987, the Hospital is one of the leading and largest private hospitals in Riyadh as evidenced by the following: First private hospital in Saudi Arabia to offer laparoscopic surgery One of the first hospitals in the world to provide fertility treatment through in-virto fertilization which is one of the most advanced ART procedures. Dallah Hospital s fertility unit is considered to be one of the first centers in the world using electro-ejaculation / ICSI with pregnancy outcomes, deliveries and home-taking babies. First hospital in Saudi Arabia to deliver a baby through sperm extraction First private hospital in Saudi Arabia to receive license to provide medical treatment using radioactive materials from King Abdulaziz City for Science and Technology First hospital in Riyadh to open catheterization laboratory practices that allows Dallah Hospital to treat heart related illnesses without the need to carry out open heart or bypass surgeries. Dallah Hospital began providing such services in 1995G, constituting 2.55% of the Hospital s operations in 2010 Dallah Pharma Established in 1994G, Dallah Pharma is the wholesale distributor of pharmaceutical, herbal and cosmetic products. Dallah Pharma distributes these products to retail pharmacies, health and beauty stores, hospitals and government agencies. Dallah Pharma has exclusive distribution rights in Saudi Arabia for 45 pharmaceutical products, 12 herbal products and 8 cosmetic products. The Company has also applied for registration of additional 12 pharmaceutical and one herbal product with Saudi Food and Drug Authority. As at April 1 st 2012, the Company had successfully registered 9 new pharmaceutical products for distribution, with the remaining products currently in the process of registration. The Company expects to complete registration of all products by the first quarter of XVII

19 Operations and Management In 2006, leveraging the brand equity generated by Dallah Hospital over the years, the Company decided to enter into contracts to manage and operate hospitals owned by third-parties. DHHC does not take an ownership interest in these hospitals. Instead it provides operational expertise in exchange for a fixed annual fee and / or a variable fee based on the earnings of the hospitals being managed. There a currently two ongoing contracts that the Company has entered into; the first for the management and operation of a hospital and the other solely for management. For further information refer to section 4.7 Operations and Management Investments This includes investments in Aseer, Makkah Medical Center, Al-Ahsa Medical Services Company and Jordanian Pharmaceutical Manufacturing Company. Table 2: Investments Investment Date Value of Investment (SAR) Permanent Decline in Helf for Sale Investments Unrealized Gains/losses (SAR) Dividends Distributed during 2011G** (SAR) Aseer 2004G 10,000,000 3,000,000 *(3,746,834) 300,633 Makkah Medical center 1990G 12,6000, Al-Ahsa Medical Services Company 1994G 1,300, Jordanian Pharmaceutical 2004G 839,570 - (177,978) - Manufacturing Company *Estimated using cost of investment **Distributed on 21/5/2011G Competitive Strengths of the Company Management believes the following to be the key competitive strengths of the Company: Dallah Hospital is widely recognized by both healthcare professionals and patients for the quality in provision of its medical services; Dallah Hospital s surgeons and physicians have established reputations for clinical excellence and have an average of 18 years of experience in their chosen areas of specialty; Dallah Hospital has received ISO-9001 certification in 1998G, which has been successfully renewed every 3 years ever since Dallah Hospital was accredited by JCI in 2009G; which was successfully renewed in 2012G Dallah Hospital offers comprehensive healthcare services through numerous therapy areas. In addition, the Hospital also provides access to physicians specialized in their area of medicine with no prior appointments through its open specialized clinics; The Company has looked to strategically position itself to benefit from expected growth in some of the key therapy areas which include obstetrics and gynecology, pediatrics, orthopedics, cardiology and diabetes; DHHC uses an advanced Oracle based enterprise resource planning system to facilitate information flow and support management in making decisions through timely provision of statistical data; The Company enters into joint cooperation agreements with major international medical centers from time to time that have helped it to improve the quality of services provided at Dallah Hospital to match those of its leading international counterparts. The Company has previously entered into such agreement with New England Deaconess Hospital and Loma Linda University and does not currently have any ongoing cooperation agreements; Dallah Hospital enjoys a diverse client base; XVIII

20 DHHC has a stable financial position as evidenced by the CAGR in revenue of 16.2% from 2007 to 2011 and CAGR in earnings of 36.1% during the same period; The Company has exclusive distribution arrangements for 45 pharmaceutical products, 12 health supplements and 8 cosmetic products across Saudi Arabia; and DHHC enjoys a strong relationship with leading insurance companies in the Kingdom. Vision of the Company Vision of DHHC is to be a leading healthcare company in the Kingdom of Saudi Arabia and the Middle East. Mission of the Company Mission of DHHC is to seek excellence in provision of healthcare services and to provide them in a professional and efficient way, consistent with the Company s values, and the expectations of its patients, partners and community. Company Values Care and respect for our patients and their needs Commitment to professional ethics Commitment to provision of excellent healthcare services Respect and service of our community Value of Staff XIX