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P R O S P E C T US
Initial Public Offering
of 600,000,000 Ordinary Shares
Offer Price: Baizas 102 per Share
(Comprising a nominal value of Baizas 100 per Share and Issue Expenses of
Baizas 2 per Share)
Issue Opens: 23 April, 2012
Issue Closes: 22 May, 2012
Issue Manager and Lead Underwriting Arranger
Investment Management Group
Underwriters
Oman Arab Bank SAOC
Gulf Baader Capital Markets SAOC
Horizons Capital Markets SAOC
Ahli Bank SAOG
United Securities LLC
Al Madina Financial & Investment
Bank Sohar SAOG
The Financial Corporation Co. SAOG
Services Co. SAOC
Bank Dhofar SAOG
Al Maha Financial Services LLC
National Securities Co. SAOG
Collecting Banks
www.banknizwa.om
His Majesty Sultan Qaboos Bin Said
2
P R O S P E C T U S
Initial Public Offering of 600,000,000 Ordinary Shares
Offer Price: Baizas 102 per Share
(Comprising a nominal value of Baizas 100 per Share and Issue Expenses of
Baizas 2 per Share)
Issue Opens: 23 April, 2012
Issue Closes: 22 May, 2012
Issue Manager and Lead Underwriting Arranger
Investment Management Group
Underwriters
Oman Arab Bank SAOC
Gulf Baader Capital Markets SAOC
Horizons Capital Markets SAOC
Ahli Bank SAOG
United Securities LLC
Al Madina Financial & Investment
Bank Sohar SAOG
The Financial Corporation Co. SAOG
Services Co. SAOC
Bank Dhofar SAOG
Al Maha Financial Services LLC
National Securities Co. SAOG
Collecting Banks
This Prospectus has been prepared in accordance with the requirements prescribed by the Capital Market Authority (the "CMA"). This is an
unofficial English translation of the original Prospectus prepared in Arabic and approved by the CMA in accordance with Administrative Decision
no. E/24/2012 dated 15th April 2012. The CMA assumes no responsibility for the accuracy and adequacy of the statements and information
contained in this Prospectus nor will it have any liability for any damage or loss resulting from the reliance upon or use of any part of the same by
any person.
www.banknizwa.om
www.banknizwa.o
Important Notice to Investors
The objective of this Prospectus is to present material information that may assist investors to make an
appropriate and informed decision as to whether or not to invest in the Shares.
This Prospectus includes all material information and data and does not contain any misleading information
or omit any material information that would have a positive or negative impact on the decision of whether or
not to invest in the Shares.
The Founders of the Bank are jointly and severally responsible for the integrity and adequacy of the information
contained and confirm that to their knowledge due diligence has been conducted in the preparation of this
Prospectus and further confirm that no material information has been omitted, the omission of which would
render this Prospectus misleading.
All investors should examine and carefully review this Prospectus in order to decide whether it would
be appropriate to invest in the Shares by taking into consideration all the information contained in this
Prospectus in its proper context. Investors should not consider this Prospectus as a recommendation by the
Bank, by the Founders or the Issue Manager to buy the Shares. Every investor shall bear the responsibility
of obtaining independent professional advice on the investment in the Shares and shall conduct independent
evaluation of the information and assumptions contained herein using appropriate analysis or projections.
No person has been authorized to make any statements or provide information in relation to the Bank or the
Shares other than the persons whose names are indicated in this Prospectus to do so. Where any person
makes any statement or provides information it should not be taken as authorized by the Bank or the Issue
Manager.
4
www.banknizwa.om
www.banknizwa.o
Forward-Looking Statements
This Prospectus contains statements that constitute statements relating to intentions, future acts and events. Such
statements are generally classified as forward-looking statements and involve known and unknown risks, uncertainties
and other important factors that could cause those future acts, events and circumstances to differ from the way implicitly
portrayed with this Prospectus. The use of any of the words "anticipate", "continue", "estimate", "schedule", "intend",
"expect", "may", "will", "project", "propose", "should", "believe" "will continue", "will pursue" and similar expressions are
intended to identify forward-looking statements. These forward-looking statements are not historical facts but reflect
current expectations regarding future results or events and are based on various estimates, factors and assumptions.
The Bank believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can
be given that these expectations will prove to be correct.
Moreover, forward-looking statements involve inherent risks and uncertainties and speak only as at the date they are
made and should not be relied upon as representing the Bank's estimates as of any subsequent date.
The Bank cautions investors that a number of important factors could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statements. These factors include, but are not limited to, the
following:
*
level of demand for the Bank's products and services;
*
the competitive environment;
*
regulatory, legal and fiscal developments;
*
fluctuations in foreign exchange rates, equity prices or other rates or prices;
*
the inability to estimate future performance;
*
the performance of the Omani economy; and
*
other factors described under "Risk Factors and Mitigants" in this Prospectus.
The Bank cannot provide any assurance that forward-looking statements will materialize. The Bank, the Issue Manager
and any of their respective affiliates disclaim any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise unless required by securities laws. For a description
of material factors that could cause the Bank's actual results to differ materially from the forward-looking statements in
this Prospectus, see the chapter titled "Risk Factors and Mitigants" of this Prospectus. The risk factors described in this
Prospectus are not necessarily all of the important factors that could cause actual results to differ materially from those
expressed in the forward-looking statements.
5
www.banknizwa.om
www.banknizwa.o
Presentation of Financial and Other Information
Financial Data: This Prospectus includes certain projections. The projections are based on the expectations of external
conditions and events relating to the Bank, the banking competitive environment in Oman, Islamic banking in Oman and
the region. These projections are forward-looking statements that involve inherent risks and uncertainties. Prospective
Subscribers are cautioned that a number of important factors could cause actual results or outcomes relating to the Bank
to differ materially from those expected in these projections.
In addition, the Issue Manager has not independently verified any of the projections and financial/ other data prepared by
the Founders or the firm engaged to prepare the feasibility study and business plan. Please see the chapter entitled "Risk
Factors and Mitigants".
The Bank's Financial Year commences on January 1 and ends on December 31. In this Prospectus, any discrepancy
between the total and the sum of the relevant amounts listed is due to rounding.
Currency of Presentation: All references to "Rials" or "RO" are to Omani Rials, the official currency of the Sultanate of
Oman. The Omani Rial is pegged to the U.S. Dollar and the pegged exchange rate is 1 Omani Rial = 2.6008 US$. 1 Omani
Rial is composed of 1000 Baizas.
Summary or Extracts of Documents: Any summaries of documents or extracts of documents contained in the Prospectus
should not be relied upon as being comprehensive statements in respect of such documents.
Industry and Market Data: Industry and market data in this Prospectus has been obtained from third parties or from public
sources such as websites and publications. Neither the Founders of the Bank nor the Issue Manager has independently
verified any of the data from third party sources referred to in this Prospectus or ascertained the underlying assumptions
relied upon by such sources. In addition, the Issue Manager has not independently verified any of the industry data
contained in the feasibility study or other sources referred to in this document.
6
www.banknizwa.om
www.banknizwa.o
Abbreviations / Definitions
"AGM"
the annual general meeting of the Shareholders
"Applicant"
a person or entity who applies for the Shares pursuant to the Offer as per the
terms of this Prospectus
"Application"
application form used to apply for the Shares pursuant to the Offer as per the terms
of this Prospectus
"Application Money"
the amount to be paid by the Applicants at the time of submission of his/her
Application as specified in the Chapter "Subscription Conditions and Procedures"
of this Prospectus
"Articles of Association"
the articles of association of the Bank (as amended from time to time) as approved
by the MOCI, CMA and CBO and to be registered with the MOCI
"Baizas" or "Bzs"
one thousandth of an Omani Rial (Bzs 1,000 = 1 Omani Rial)
"Bank"
Bank Nizwa SAOG (Under Formation)
"Banking Law"
Banking Law promulgated by the Royal Decree No. 114/2000 as amended
"Board/Board of Directors"
board of directors of the Bank
"Business Day"
a day when commercial banks in Oman are open to the public for business
"CAGR"
compounded annual growth rate
"Capital Market Law" or "CML"
the Capital Market Law of the Sultanate of Oman promulgated by Royal Decree
80/98 as amended
"CBO"
the Central Bank of Oman of the Sultanate of Oman
"CCL"
the Commercial Companies Law of the Sultanate of Oman promulgated by Royal
Decree 4/74 as amended
"CGM"
the constitutive general meeting of the Shareholders held pursuant to the CCL
"CMA"
the Capital Market Authority of the Sultanate of Oman
"Code"
CMA code of corporate governance for public joint stock companies issued by
circular 11/2002 as amended
"Company"
Bank Nizwa SAOG (Under Formation)
"EGM"
extraordinary general meeting of the Shareholders
"Financial Year"/" Fiscal Year" / "FY" financial year of the Bank
"Founders"
the Founders of Bank Nizwa SAOG (under formation). The "Founders" have
appointed the "Founding Committee" to represent them, accordingly any reference
to the "Founding Committee" will include the "Founders"
7
www.banknizwa.om
www.banknizwa.o
"GCC"
the Gulf Cooperation Council
"GDP"
gross domestic product
"Government"
the government of the Sultanate of Oman
"IPO"
initial public offering
"Issue Manager"
Oman Arab Bank SAOC - Investment Management Group
"MCDC"
Muscat Clearing & Depository Company SAOC
"Memorandum"
the memorandum of association of the Bank (as amended from time to time) as
approved by the MOCI, CMA and CBO and to be registered with the MOCI
"MOCI"
the Ministry of Commerce & Industry of the Sultanate of Oman
"MSM"
Muscat Securities Market of the Sultanate of Oman
"Offer"
the public issue of 600,000,000 Shares of nominal value 100 Baizas each of the
Company
"Offer Proceeds"
the proceeds of the Offer
"Oman"
the Sultanate of Oman
"Omani Rial / RO"
the lawful currency of the Sultanate of Oman
"SAOC"
Omani closed joint stock company
"SAOG"
Societe Anonyme Omanaise Generale, an Omani public joint stock company
"Share"
an ordinary share of the Bank
"Shareholder"
a shareholder of the Bank.
8
Initial Public Offering
of 600,000,000 Ordinary Shares
Offer Price: Baizas 102 per Share
(Comprising a nominal value of Baizas 100 per Share and Issue Expenses of
Baizas 2 per Share)
Issue Opens: 23 April, 2012
Issue Closes: 22 May, 2012
Issue Manager and Lead Underwriting Arranger
Investment Management Group
Underwriters
Oman Arab Bank SAOC
Gulf Baader Capital Markets SAOC
Horizons Capital Markets SAOC
Ahli Bank SAOG
United Securities LLC
Al Madina Financial & Investment
Bank Sohar SAOG
The Financial Corporation Co. SAOG
Services Co. SAOC
Bank Dhofar SAOG
Al Maha Financial Services LLC
National Securities Co. SAOG
Collecting Banks
www.banknizwa.om
His Majesty Sultan Qaboos Bin Said
2
P R O S P E C T U S
Initial Public Offering of 600,000,000 Ordinary Shares
Offer Price: Baizas 102 per Share
(Comprising a nominal value of Baizas 100 per Share and Issue Expenses of
Baizas 2 per Share)
Issue Opens: 23 April, 2012
Issue Closes: 22 May, 2012
Issue Manager and Lead Underwriting Arranger
Investment Management Group
Underwriters
Oman Arab Bank SAOC
Gulf Baader Capital Markets SAOC
Horizons Capital Markets SAOC
Ahli Bank SAOG
United Securities LLC
Al Madina Financial & Investment
Bank Sohar SAOG
The Financial Corporation Co. SAOG
Services Co. SAOC
Bank Dhofar SAOG
Al Maha Financial Services LLC
National Securities Co. SAOG
Collecting Banks
This Prospectus has been prepared in accordance with the requirements prescribed by the Capital Market Authority (the "CMA"). This is an
unofficial English translation of the original Prospectus prepared in Arabic and approved by the CMA in accordance with Administrative Decision
no. E/24/2012 dated 15th April 2012. The CMA assumes no responsibility for the accuracy and adequacy of the statements and information
contained in this Prospectus nor will it have any liability for any damage or loss resulting from the reliance upon or use of any part of the same by
any person.
www.banknizwa.om
www.banknizwa.o
Important Notice to Investors
The objective of this Prospectus is to present material information that may assist investors to make an
appropriate and informed decision as to whether or not to invest in the Shares.
This Prospectus includes all material information and data and does not contain any misleading information
or omit any material information that would have a positive or negative impact on the decision of whether or
not to invest in the Shares.
The Founders of the Bank are jointly and severally responsible for the integrity and adequacy of the information
contained and confirm that to their knowledge due diligence has been conducted in the preparation of this
Prospectus and further confirm that no material information has been omitted, the omission of which would
render this Prospectus misleading.
All investors should examine and carefully review this Prospectus in order to decide whether it would
be appropriate to invest in the Shares by taking into consideration all the information contained in this
Prospectus in its proper context. Investors should not consider this Prospectus as a recommendation by the
Bank, by the Founders or the Issue Manager to buy the Shares. Every investor shall bear the responsibility
of obtaining independent professional advice on the investment in the Shares and shall conduct independent
evaluation of the information and assumptions contained herein using appropriate analysis or projections.
No person has been authorized to make any statements or provide information in relation to the Bank or the
Shares other than the persons whose names are indicated in this Prospectus to do so. Where any person
makes any statement or provides information it should not be taken as authorized by the Bank or the Issue
Manager.
4
www.banknizwa.om
www.banknizwa.o
Forward-Looking Statements
This Prospectus contains statements that constitute statements relating to intentions, future acts and events. Such
statements are generally classified as forward-looking statements and involve known and unknown risks, uncertainties
and other important factors that could cause those future acts, events and circumstances to differ from the way implicitly
portrayed with this Prospectus. The use of any of the words "anticipate", "continue", "estimate", "schedule", "intend",
"expect", "may", "will", "project", "propose", "should", "believe" "will continue", "will pursue" and similar expressions are
intended to identify forward-looking statements. These forward-looking statements are not historical facts but reflect
current expectations regarding future results or events and are based on various estimates, factors and assumptions.
The Bank believes the expectations reflected in those forward-looking statements are reasonable, but no assurance can
be given that these expectations will prove to be correct.
Moreover, forward-looking statements involve inherent risks and uncertainties and speak only as at the date they are
made and should not be relied upon as representing the Bank's estimates as of any subsequent date.
The Bank cautions investors that a number of important factors could cause actual results or outcomes to differ
materially from those expressed in any forward-looking statements. These factors include, but are not limited to, the
following:
*
level of demand for the Bank's products and services;
*
the competitive environment;
*
regulatory, legal and fiscal developments;
*
fluctuations in foreign exchange rates, equity prices or other rates or prices;
*
the inability to estimate future performance;
*
the performance of the Omani economy; and
*
other factors described under "Risk Factors and Mitigants" in this Prospectus.
The Bank cannot provide any assurance that forward-looking statements will materialize. The Bank, the Issue Manager
and any of their respective affiliates disclaim any intention or obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise unless required by securities laws. For a description
of material factors that could cause the Bank's actual results to differ materially from the forward-looking statements in
this Prospectus, see the chapter titled "Risk Factors and Mitigants" of this Prospectus. The risk factors described in this
Prospectus are not necessarily all of the important factors that could cause actual results to differ materially from those
expressed in the forward-looking statements.
5
www.banknizwa.om
www.banknizwa.o
Presentation of Financial and Other Information
Financial Data: This Prospectus includes certain projections. The projections are based on the expectations of external
conditions and events relating to the Bank, the banking competitive environment in Oman, Islamic banking in Oman and
the region. These projections are forward-looking statements that involve inherent risks and uncertainties. Prospective
Subscribers are cautioned that a number of important factors could cause actual results or outcomes relating to the Bank
to differ materially from those expected in these projections.
In addition, the Issue Manager has not independently verified any of the projections and financial/ other data prepared by
the Founders or the firm engaged to prepare the feasibility study and business plan. Please see the chapter entitled "Risk
Factors and Mitigants".
The Bank's Financial Year commences on January 1 and ends on December 31. In this Prospectus, any discrepancy
between the total and the sum of the relevant amounts listed is due to rounding.
Currency of Presentation: All references to "Rials" or "RO" are to Omani Rials, the official currency of the Sultanate of
Oman. The Omani Rial is pegged to the U.S. Dollar and the pegged exchange rate is 1 Omani Rial = 2.6008 US$. 1 Omani
Rial is composed of 1000 Baizas.
Summary or Extracts of Documents: Any summaries of documents or extracts of documents contained in the Prospectus
should not be relied upon as being comprehensive statements in respect of such documents.
Industry and Market Data: Industry and market data in this Prospectus has been obtained from third parties or from public
sources such as websites and publications. Neither the Founders of the Bank nor the Issue Manager has independently
verified any of the data from third party sources referred to in this Prospectus or ascertained the underlying assumptions
relied upon by such sources. In addition, the Issue Manager has not independently verified any of the industry data
contained in the feasibility study or other sources referred to in this document.
6
www.banknizwa.om
www.banknizwa.o
Abbreviations / Definitions
"AGM"
the annual general meeting of the Shareholders
"Applicant"
a person or entity who applies for the Shares pursuant to the Offer as per the
terms of this Prospectus
"Application"
application form used to apply for the Shares pursuant to the Offer as per the terms
of this Prospectus
"Application Money"
the amount to be paid by the Applicants at the time of submission of his/her
Application as specified in the Chapter "Subscription Conditions and Procedures"
of this Prospectus
"Articles of Association"
the articles of association of the Bank (as amended from time to time) as approved
by the MOCI, CMA and CBO and to be registered with the MOCI
"Baizas" or "Bzs"
one thousandth of an Omani Rial (Bzs 1,000 = 1 Omani Rial)
"Bank"
Bank Nizwa SAOG (Under Formation)
"Banking Law"
Banking Law promulgated by the Royal Decree No. 114/2000 as amended
"Board/Board of Directors"
board of directors of the Bank
"Business Day"
a day when commercial banks in Oman are open to the public for business
"CAGR"
compounded annual growth rate
"Capital Market Law" or "CML"
the Capital Market Law of the Sultanate of Oman promulgated by Royal Decree
80/98 as amended
"CBO"
the Central Bank of Oman of the Sultanate of Oman
"CCL"
the Commercial Companies Law of the Sultanate of Oman promulgated by Royal
Decree 4/74 as amended
"CGM"
the constitutive general meeting of the Shareholders held pursuant to the CCL
"CMA"
the Capital Market Authority of the Sultanate of Oman
"Code"
CMA code of corporate governance for public joint stock companies issued by
circular 11/2002 as amended
"Company"
Bank Nizwa SAOG (Under Formation)
"EGM"
extraordinary general meeting of the Shareholders
"Financial Year"/" Fiscal Year" / "FY" financial year of the Bank
"Founders"
the Founders of Bank Nizwa SAOG (under formation). The "Founders" have
appointed the "Founding Committee" to represent them, accordingly any reference
to the "Founding Committee" will include the "Founders"
7
www.banknizwa.om
www.banknizwa.o
"GCC"
the Gulf Cooperation Council
"GDP"
gross domestic product
"Government"
the government of the Sultanate of Oman
"IPO"
initial public offering
"Issue Manager"
Oman Arab Bank SAOC - Investment Management Group
"MCDC"
Muscat Clearing & Depository Company SAOC
"Memorandum"
the memorandum of association of the Bank (as amended from time to time) as
approved by the MOCI, CMA and CBO and to be registered with the MOCI
"MOCI"
the Ministry of Commerce & Industry of the Sultanate of Oman
"MSM"
Muscat Securities Market of the Sultanate of Oman
"Offer"
the public issue of 600,000,000 Shares of nominal value 100 Baizas each of the
Company
"Offer Proceeds"
the proceeds of the Offer
"Oman"
the Sultanate of Oman
"Omani Rial / RO"
the lawful currency of the Sultanate of Oman
"SAOC"
Omani closed joint stock company
"SAOG"
Societe Anonyme Omanaise Generale, an Omani public joint stock company
"Share"
an ordinary share of the Bank
"Shareholder"
a shareholder of the Bank.
8
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