Zilla Capital is pleased to announce the complete turnaround of Marsa Bagush North Coast project (previously known as White Bay) as an outcome of a multi-dimensional debt and equity transaction of multiple stages Cairo, 27^th March 2022 This multiple-staged transaction of full acquisition and financial restructuring (equity and debt) has been in process for the past 13 months. The three stages were as follow: First Stage: 100% acquisition of “White Bay”, a distressed secondary home project in the North Coast that was successfully concluded by SQM – a subsidiary development company of Eng. Shehab Mazhar in partnership with Eng. Hisham Abouseif. Zilla Capital acted as the deal arranger and sell-side advisor Second Stage: Financial restructuring of the newly acquired project as part of a bigger turnaround mandate, this involved capital raising that was subscribed to by a new strategic investor, Concrete Plus, which acquired 25% in the project. Concrete Plus is one of the top contractors in Egypt owned by Eng. Tarek Yousif and Eng. Houssam Fekry. Final Stage: Capital optimization by introducing debt through a long-term structured financial leasing consisting of multiple tranches that have been partially concluded with Corplease. The newly acquired structured debt was directed towards refinancing old debts, in addition to financing key investment components of the project. Once again, Zilla Capital acted as a deal arranger and advisor to SQM on the second and third stage. About White Bay The project was originally planned as a high-end mix-use summer resort to be built over 70 feddans in a premium location in the North Coast, the pristine coast of Sidi Hineish Bay. The project was created to boast a fully luxurious summer resort with residential units that vary in type from villas to studio apartments, as well as a hotel. The project features various prime facilities, featuring but not limited to outstanding beach shoreline, lagoon and swimming pools. After a successful launch in 2015, achieving a strong level of sales, the project ran into financial challenges ensuing mostly from the 2016 devaluation. By 2020, the resort was considered a distressed asset with considerable dues to different stakeholders including clients, financial institutions and contractors. SQM – Zilla Capital has sought to approach SQM as the owner of a neighboring development to White Bay marketed under the name “Sidi Heneish Village By Shehab Mazhar”. Having both as two separate gated projects adding to the diversity of the group portfolio and extend its development eastward. The new extended project would be rebranded as Marsa Bagush’s with an expanded footprint of 338 feddans. The current shareholders structure of SQM consists of Eng. Shehab Mazhar as the major shareholder while both Eng. Hisham Abouseif and Concrete Plus are minority shareholders. Eng. Hisham also has a top management and executive role closely in charge of spearheading the project launch and sustainability. Worth noting that a consortium led by Concrete Plus and including Asass Construction has been assigned the full contracting scope of Marsa Bagush with work expected to start in April 2022. The aim is to expedite the delivery of the delayed legacy sales and meet delivery time table of the new sales. As part of the restructuring, Zilla Capital has designed with the consortium a contractor financing arrangement for the first two years to further enhance the cash flows of the project. Matouk Bassiony & Hennawy (MBH) acted as the legal advisor for SQM across all phases of the transaction. Khodeir & Partners acted as the legal advisor for Concrete Plus on the equity transaction. BDO Consulting has performed the full due diligence scope for SQM as part of the acquisition transaction. Zilla Capital is proud to be the mastermind for this transaction throughout its different stages that started since the structuring of the distressed company to be turned into a transactable asset, going through the later phases of capital restructuring, and mapping the different components of the turnaround with the new shareholders of SQM as part of promoting the turnaround success paving the way for equity and debt raise and ensuring a sustainable capital structure and a whole new market positioning for the rebranded asset Marsa Bagush. Zilla Capital and its team are pleased to continue being the exclusive financial advisor for SQM on the remaining activities of this project and the future ones. This mandate was led by Moustafa El-Shenety – Head of Investment Banking, Ola Ismail – Assistant Vice President, Abdelfatah Abomousa – Assistant Vice President, and Mohamed Tolba – Associate. Commenting on this multi-dimensional transaction, Moustafa El-Shenety – the head of Investment Banking practice at Zilla said: “I was pleased to closely interact with all the transaction stakeholders across its various stages. This was not a straightforward nor a conventional equity and debt investment banking mandate like the ones we at Zilla Capital manage and deal with on a daily basis, yet it has also an unconventional value added to all stakeholders. We have had successful closures with such unconventional deals and proud to have this additional transaction that provides exceptional value both to the economy in transformational phases or to the stakeholders in challenging phases of their business life cycle. We pride ourselves for excelling at helping companies in financial structuring and restructuring as well as designing the optimal deal structure, and as we remain to provide our conventional set of services on equity and debt fronts, we like always to be challenged by supporting businesses in critical stages of their journey to rewrite the business story through turnarounds and the like. We are looking forward to more successful closures this year which are in the making now.” And proving the successful packaging for the acquisition, Eng. Moaz Wessam – the major shareholder pre-acquisition said: “I am glad to see the long journey of this special project being continued after the land increase with fresh blood by having a development company as solid as Eng. Shehab Mazhar and his partners which assures the project success. All the stakeholders of this were very cooperative with visionary outlook towards the project, this includes Zilla as the advisor and SQM as the buyer.” Being the current major shareholder, Eng. Shehab Mazhar commented: “We are optimistic about this project as an addition to our portfolio of developments and we are always keen to provide our special clientele with the utmost satisfactory experience.” And in order to sustain the project scalability, Eng. Hisham Abouseif commented: “I was closely involved with Zilla’s team and all stakeholders throughout the phases of the transaction and I believe the collective efforts have made the transaction successful. We are steadily working on the project launch to the market and we believe it will be a standout offering in such special location. We wouldn’t have been able to successfully close this transaction without the support of SQM team led by: Dr. Mohamed Kamal – CFO, Islam Azab – Internal Audit Department, and Ihab Abou Leila.” Eng. Tarek Yousif the CEO of Concrete Plus as the equity investor and main project contractor commented: “We are proud to be part of this luxurious development in North Coast “Marsa Baghoush”, and it is one of our strategic moves as “Concrete-Plus” to switch into development side by our acquisition of 25% of SQM partnering with the top developer “Shehab Mazhar and Hisham Abouseif” to create a very successful and strong Development Company “SQM” for luxurious Real Estate Developments.” On legally structuring the different aspects of the transaction, the transaction legal advisors had their input whereas Tamer Hennawy said: “We are delighted to work with SQM, Khodeir & Partners, Zilla Capital, the entire management team and their advisors to execute this complex multi-phased transaction. In an economy currently characterized by devaluation, this will be a turning point to SQM expanding its footprint and control across the Egyptian real estate sector.” While Mohamed Khodeir said: “Khodeir and Partners is proud to announce that we have represented our client, Concrete Plus for Engineering and Construction S.A.E; in their acquisition of a stake in the developer, SQM for Real Estate Development S.A.E.  The transaction took the form of a hybrid rights issue-acquisition structure, whereby Concrete Plus acquired 25% of SQM’s North Coast project.” About: SQM Founded by the renowned Eng Shehab Mazhar and Eng Hesham abou Seif Shehab A. Mazhar, is the founder of Shehab A. Mazhar Architects , a multi-dimensional architecture, design & consultancy and development firm offering distinctive services, tailored to the needs of its clients. Mr. Mazhar has been at the forefront of architecture and design in Egypt since establishing his firm in 1978, he is the mastermind behind various landmark projects in Egypt such as:  the renovation of El-Tahrir Square, the master planning of El Gouna and Hacienda Red, Architecture of Palm Hills compound in October and the development of Sidi Hinish Village in the North Coast, among  many other notable projects. Concrete Plus: Established in 1998: Concrete Plus has played a crucial role in the development of major construction projects in our country. Backed with their extensive previous experience as executives in leading construction companies; Eng. Tarek Youssef and Eng. Hossam Fikry had a vision to build the future. Zilla Capital: Zilla Capital is a leading Investment Bank that provides clients and partners with strategic advice within several structural and operational domains. We leverage our Executive Partners’ extensive experience and network in the region to help our clients conduct business in Egypt, the MENA Region, and Africa. We assist our clients in achieving their strategic goals by offering comprehensive and integrated financial solutions that cater to their specialized needs. Zilla Capital is a one-stop-shop for all financing and investment needs, offering an array of services including financial advisory, asset management, private equity, non-banking financing solutions, and management consulting. Zilla Capital Press Contacts: Name: Wael Ziada Title: Managing Partner Email: [email protected] Name: Ola Ismail Title: Assistant Vice President Email: [email protected]