Prior Notification of a Transaction under the Telecommunications Mergers and Acquisitions Regulation

16 Jul 2018

Prior notification of a transaction under the Telecommunications Mergers and Acquisitions Regulation

16 July 2018

Reference no. LAD/0718/169

 

1.       On 4 January 2018 the Telecommunications Regulatory Authority (“the Authority”) received notification of a proposed transaction pursuant to Article 2 of the Telecommunications Mergers and Acquisitions Regulation[1] (“the Regulation”).

 

2.       IMC Telecom W.L.L., a telecommunications company in the Kingdom of Bahrain registered under commercial registration number 62081-1 and licenced by the Authority (“IMC Telecom”), is currently owned by the following shareholders:

 

Shareholder

Number of Shares

Percentage of Shares

C.S.C SAL (HOLDING) (“CSC”)

468

23.4 %

FARID ALFRED KETTANEH

92

4.6 %

MARWAN KADDOURA

92

4.6 %

NADIM BADIH SAIKALI

344

17.2 %

PIERRE GEORGES DEBBANE

20

1 %

RAPHAEL DEBBANE

984

49.2 %

 

3.       Under the proposed transaction, the following will occur:

 

a)     Mr. Marwan Kaddoura will transfer his shares amounting to 4.6 % to CSC. Mr. Marwan is an existing shareholder in CSC;

 

b)     Mr. Farid Kettaneh will transfer his shares amounting to 4.6 % to CSC. Mr. Farid is an existing shareholder in CSC;

 

c)     Mr. Pierre Debbane will transfer his shares amounting to 1 % to M.G.A Holding SAL (a company registered at the special registry of holding companies in Beirut bearing registration no. 630 referred to herein as “MGA”), a new shareholder. Mr Pierre Debbane is an existing shareholder in MGA;

 

d)     Mr. Nadim Saikali will transfer his shares amounting to 17.2 % to MGA; and

 

e)     Mr. Raphael Debbane will transfer his shares amounting to 49.2 % to Debbane-Saikali Group S.A.L (a company registered at the special commercial register of holding companies in Beirut bearing registration no. 633 referred to herein as “Debbane Saikali”).

 

4.     As such the proposed transaction will result in the relinquishment of shares owned by Mr. Marwan Kaddoura, Mr. Farid Kettabeh, Mr. Nadim Saikali, and Mr. Raphael Debbane.

 

5.     As a result of the proposed transaction, the shareholders of IMC Telecom will be as follows:

 

Shareholder

Post-transaction shareholding in IMC Telecom

CSC

32.6 %

MGA

18.2 %

Debbane-Saikali

49.2 %

 

 

6.     The parties to the transaction are involved in the following activities:

  • IMC Telecom: licensed telecommunications operator;
  • Marwan Kaddoura: private individual;
  • Alfred Kettaneh: private individual;
  • Pierre Debbane: private individual;
  • Nadim Saikali: private individual;
  • Raphael Debbane: private individual;
  • CSC: banking and credit card processing;
  • MGA: investment holding company; and
  • Debbane-Saikali: investment holding company.

 

7.     The parties hold the following telecommunications licenses:

  • IMC Telecom: Individual License for International Telecommunications Services;
  • Marwan Kaddoura: none;
  • Alfred Kettaneh: none;
  • Pierre Debbane: none;
  • Nadim Saikali: none;
  • Raphael Debbane: none;
  • CSC: none;
  • MGA: none; and
  • Debbane-Saikali: none.

 

8.     On preliminary examination, the Authority finds that the notified transaction could fall within the scope of the Regulation. However, the final decision on this point is reserved.

9.     The Authority invites interested third parties to submit their comments on the proposed transaction to the Authority, along with supporting documentation and/or evidence (if any).

 

10.  Comments should be submitted to the Authority no later than fourteen (14) days from the date of this announcement. Comments may be sent to the Authority with the reference number LAD/0718/169 to the following address:

 

Legal Affairs Directorate

Telecommunications Regulatory Authority

P.O. Box 10353

Kingdom of Bahrain

 

Fax: +973 17532125

Email: LAD@tra.org.bh



[1] Regulation 3 of 2004, issued by the Telecommunications Regulatory Authority under sections 3(c)(1) and 65 of the Telecommunications Law.

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