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Mesaieed Petrochemical Holding Company is a 100% subsidiary of Qatar Petroleum ("QP") that has been created to combine QP's interests in three established and profitable companies: Qatar Chemical Company Ltd. ("Q-Chem" or "Q-Chem I"); Qatar Chemical Company II Ltd. ("Q-Chem II"); and Qatar Vinyl Company (QVC) Limited Q.S.C. ("QVC"). MPHC is a leading integrated regional producer and exporter of petrochemicals. MPHC has been established to hold:

1. 49% of Q-Chem I. Q-Chem I is a petrochemical company that produces Medium-density Polyethylene (MDPE), High-density Polyethylene (HDPE) and 1-Hexene. The other shareholders of Q-Chem I are Qatar Petroleum and Chevron Phillips Chemical Company. Q-Chem I commenced commercial operations on 1 April 2004. The petrochemical complex is located in Mesaieed Industrial City in the South East of Qatar.
   
   
2. 49% of Q-Chem II.Q-Chem II is a petrochemical company that produces High-density Polyethylene (HDPE) and Normal Alpha Olefins (NAO). The other shareholders of Q-Chem II are Qatar Petroleum and Chevron Phillips Chemical Company. Q-Chem II commenced commercial operations in 13 December 2010 and is already operating at full capacity. The petrochemical complex is located in Mesaieed Industrial City. In addition to the petrochemical complex, Q-Chem II also operates a world-scale ethylene plant located in Ras Laffan called RLOC. Ethylene is Q-Chem II’s primary feedstock for its HDPE and NAO units and RLOC is Q-Chem II’s exclusive ethylene supplier.
   
   
3. 55.2% of QVC.QVC is a petrochemical company that produces caustic soda, Ethylene Dichloride (EDC) and Vinyl Chloride Monomer (VCM). The other shareholders of QVC are Qatar Petroleum and Qatar Petrochemical Company (QAPCO) Q.S.C. (“QAPCO”). QVC commenced commercial operations in May 2001. The petrochemical complex is located in Mesaieed Industrial City.
   
   

An Initial Public Offering ("IPO") is the first offer of shares by a company to the public. Qatar Petroleum will offer investors the opportunity to buy shares in MPHC. It is proposed that MPHC's shares will be listed and traded on the Qatar Exchange after the IPO.


The IPO is only open within Qatar to individual Qatari nationals and certain selected Qatari institutions.

Adult family members and legal guardians can apply to subscribe for Shares on behalf of their children and minors. The IPO is primarily reserved for Qatari private individuals. Qatari private institutions or corporations cannot subscribe to the IPO, with the exception of two selected institutions – the Qatar Foundation and the General Retirement and Social Insurance Authority. Non-Qatari investors – irrespective of their place of residence – are not eligible to participate in the IPO, although they may purchase shares in MPHC on the market following the IPO, subject to the foreign ownership restrictions.


Between 31 December 2013 and 21 January 2014 you will be able to subscribe for shares in MPHC at participating branches of receiving banks in Qatar, by filling in a subscription form called "Application to Subscribe for Shares in the IPO", but you must be a Qatari national to do so.


It is not necessary for an applicant to provide a NIN as part of the IPO application process.


It is not a requirement that an applicant has a trading account. However, if the applicant wishes to be able to trade his or her shares after the IPO, he or she must have a trading account established with a Qatar Exchange-licensed broker. An applicant who does not have a trading account will not be able to trade his or her shares on the Qatar Exchange after the Offering. Guidance on opening a trading account may be obtained from the offices of the Qatar Exchange in Doha or from participating branches of the receiving banks throughout Qatar.

The Qatar Exchange-licensed brokerage firms are: The Group Securities, Dlala Brokerage Company, Dlala Islamic Brokerage Company, Qatar Securities Company, Islamic Brokerage, International Financial Securities Co., Gulf Investment Group, QNB Financial Services, Commercial Bank Investment Services, Ahli Brokerage Company and Al Rayan Financial Brokerage.

The receiving banks and their participating branches are:

The Lead Receiving Bank:

• Qatar National Bank (All branches in Qatar)
  
  

The participating branches of the following banks:

• Al Ahli Bank (Salwa, Al Sadd, Mirqab, Wakra, Al Khor, Rayyan)
• Al Khaliji Commercial Bank (Head Office Doha, Bin Omran, C-Ring Road)
• Arab Bank (Doha Main branch, Al Sadd, C-Ring Road)
• Barwa Bank (Doha Main branch, Al Sadd, Al Shafi, Al Fardan Towers)
• Commercial Bank of Qatar (All retail branches in Qatar)
• Doha Bank (IPO Center, 5th floor, Main Branch, Doha)
• International Bank of Qatar (Doha Main Branch)
• Mashreq Bank (C-Ring Road)
• Masraf Al Rayan (Al Sadd, Grand Hamad, Doha City Centre, Qatar University, Salwa, C-Ring Road, Wathnan, Wakra, Qatar Olympic Committee Building [West bay])
• Qatar International Islamic Bank (Kahraba, Al Hilal, Bin Omran, Al Khuraytiyat, Gharafa, Salwa, West bay, Mirqab, Wakra)
• Qatar Islamic Bank (Gharafa, Airport, Al Khuraytiyat, Wakra, Al Sadd, Salwa, Rayyan, Fanar, Al Khor, C-Ring Road)

A copy of the prospectus and the application form can be obtained from, and completed application forms may be submitted at, participating branches of the receiving banks in Qatar.


Yes. Any Qatari corporation or institution, whether public or private, will be able to freely buy, trade and hold shares in MPHC once they are listed on the Qatar Exchange, subject to individual shareholding ownership restrictions. Maximum individual shareholding is limited to 1,000,000 shares.


Yes. Foreign shareholders, whether private individuals or institutions, will be able to freely buy, trade and hold MPHC shares once they are listed on the Qatar Exchange, subject to foreign ownership restrictions. Based on MPHC's Articles of Association and Memorandum of Association, foreign shareholding will be limited to 15% of the Shares offered for subscription.


Yes. The shares can be freely traded once they have been listed on the Qatar Exchange, subject to the trading conditions relating to the Incentive Shares (please see "Can I lose my right to the Incentive Shares?") and the restrictions relating to the Protected Amount (please see "What is the Protected Amount?").


It is the stated policy of the State of Qatar to encourage long-term investments and the continued development of a personal savings culture in Qatar. In line with that policy, Qatar Petroleum has committed that each Qatari national who subscribes in the IPO will receive, for each Offer Share allocated to him or her in the IPO, the conditional right to receive an incentive share ("Incentive Share") free of charge.

Incentive Shares are ordinary shares of MPHC currently held by QP. 50% of the Incentive Shares will be awarded on the date falling 5 years from the IPO date and the remaining 50% will be awarded 10 years after the date of the IPO. However, the right to receive Incentive Shares is conditional. Incentive Shares will be only awarded to Qatari nationals who have retained at all times at least 50% of their Offer Shares by such dates. Incentive Shares only attach to Offer Shares acquired by Individual Investors in the IPO. No Incentive shares are attached to shares purchased in the market following the IPO.


Yes, if, at any time while the Incentive Share scheme is operational, your holding falls to below 50% of the shares you bought at IPO.

No. No loyalty reward (Incentive Shares or otherwise) will be attached to shares acquired after the IPO.


In order to prevent an individual investor from unintentionally or inadvertently forfeiting the right to receive Incentive Shares, MPHC has entered into certain arrangements with the Qatar Exchange to automatically prevent more than 50% of investors' shares being transferred or sold until the second award date. The amount of shares subject to such block is referred to as the protected shares.

An adult individual investor is free to override such block by formally applying to the Qatar Exchange to have the block on his or her protected shares lifted. Such an individual investor will be required to complete and submit to the Qatar Exchange an "Application to Release Protected Amount Acquired at the IPO". Unless otherwise permitted by the Qatar Exchange, this will require the individual investor to attend in person the offices of the Qatar Exchange in Doha. An individual investor who applies to the Qatar Exchange to have the block on his or her protected shares lifted should note that, in the event he or she then proceeds to sell or otherwise transfer more than 50% of the Offer Shares subscribed by him or her in the Offering, he or she will thereupon forfeit any right to receive the free incentive shares.

In order to safeguard the value of investments in the Company made by or on behalf of minors, the block on a minor's Protected Amount may not, for as long as such minor remains a minor, be voluntarily lifted.

Full details on the Protected Amount are available in the MPHC prospectus in the Offering Section.


Qatar Petroleum is offering 323,187,677 existing ordinary shares of MPHC, through the IPO. These shares together represent 25.725% of the total issued share capital of MPHC.


The Offer Shares are being offered at QAR 10 per share, plus offering and listing costs of QAR 0.20 per share.


The offer price of QAR 10 per share has been determined by Qatar Petroleum with the assistance of its financial advisors.


Qatar Petroleum will hold 74.275% of MPHC after the IPO.


The minimum application by an individual investor is set at 50 shares. No application by an individual investor for less than 50 shares shall be accepted.

The maximum application by an individual investor is set at 1,000,000 Offer Shares. No application by an individual investor exceeding this number shall be accepted. Multiple applications in the name of the same individual investor are prohibited. In the event of multiple applications by an individual investor, only one application will be processed (at the absolute discretion of the relevant Receiving Bank), and any other applications will be rejected in their entirety.


Allocations to individual investors will be made in whole numbers of shares. In excess of the Minimum Allocation, IPO shares will be allocated in tranches, as follows:

• In the first allocation tranche, subscriptions of between 50 and 750 Offer Shares (inclusive) will be allotted in full.
• In the second allocation tranche, subscriptions above 750 shares will be allotted equally in multiples of 50 shares, provided and to the extent that the number of remaining Offer Shares available for subscription is sufficient to satisfy all such subscriptions in full.
• If no multiple of 50 shares is remaining for allotment, the remaining shares will be distributed equally to all remaining shareholders.

Further details of the allocation policy are included in the MPHC prospectus.


Applications for the IPO shares must be received by the receiving banks between 31 December 2013 and 21 January 2014.


Unfortunately, neither MPHC nor Qatar Petroleum is able to provide individual investors with advice as to the merits of making an investment in MPHC shares, or as to other matters such as legal and tax issues. You may consult your own legal, tax and financial advisor before taking a decision. The only advice which MPHC is able to give is that individual investors should read the MPHC prospectus in full, including the "Risk Factors" set out therein. "Our IPO: How You Can take Part" document also provides relevant information. "Our IPO: How You Can take Part" document and the MPHC prospectus are available at participating branches of receiving banks.


MPHC has been designed to comprise well established, profitable and successful businesses. All three companies that form MPHC have been profitable and paid dividends to their shareholders since they started their commercial operations. However, neither MPHC nor Qatar Petroleum can give any assurance as to the success of the IPO or performance of MPHCs shares on the stock market, all of which are inevitably subject to a number of risks and uncertainties. Details of risks to which MPHC is subject are set out in the MPHC prospectus.


Yes. Qatar Petroleum will remain the majority and controlling shareholder of MPHC, and QP's involvement in MPHC's strategy and governance will remain unchanged. Qatar Petroleum will continue to manage Q-Chem I, Q-Chem II and QVC alongside its long-time partners CPChem and QAPCO. MPHC holds stakes in three well established businesses with strong market positions and reputations.

These successful operating ventures have been selected to create a sizeable pure play Qatari petrochemicals champion with world-class production facilities in Mesaieed and Ras Laffan Industrial Cities.


More information about MPHC can be obtained from the MPHC prospectus (available at participating branches of the receiving banks in Qatar) and on MPHCs website (www.mphc.qa).


Full payment for the IPO shares (plus offering and listing costs) that have been applied for will be required upon submission of Application Forms in one of the Receiving Banks. Payment may be made to Qatar Petroleum by debit from funds held on account with any one of the Receiving Banks.


The refund will be deposited to your registered account (as per your application form) by 30 January 2014.


The State of Qatar is launching a long-term Investment and Saving Programme under which there will be a series of share issues by certain State-owned enterprises in the form of Initial Public Offerings (IPOs) in Qatar. All Qatari nationals will have the opportunity to personally participate in and benefit from these share issues.

The objectives of the State of Qatar's long-term Investment and Saving Programme are to allow Qatari families to create wealth as well as invest and save for their future. These IPOs will give Qatari families the opportunity to take a share in the economic success of the country and benefit from attractive conditions when subscribing to an IPO.


An opinion has been jointly issued by their eminences, Scholars Sheikh Yusuf Al Qaradawi, Sheikh Ali Al Qaradaghi and Sheikh Waleed bin Hadi that there is no objection from a Shariah perspective to invest in MPHC.



QNB has confirmed that they will provide e-application online for the IPO for subscribers who holding QNB online account. Other banks may provide a similar service however, investors should check with their respective receiving bank.


The subscription forms, prospectus and IPO guide will only be available at participating branches of the receiving banks.


Subscription may be completed through electronic banking services if available. In the case such services are unavailable for the subscriber, subscription may be completed by a first-degree relative, and funds may be deducted from the bank account of the first-degree relative (First degree relatives are parents, children and spouses).
In the case subscription cannot be completed through either method, you may nominate any person through a power of attorney duly certified by a regulated professional institution or individual (e.g., a notary public, embassy, bank, lawyer, or accountant), which may be sent to the entrusted person either by fax or e-mail in order to complete the subscription process in your behalf.