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INVESTMENTS HOUSE | WWW.INVESTMENTS-HOUSE.COM Canadian School in Sharjah

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INVESTMENTS HOUSE | WWW.INVESTMENTS-HOUSE.COM

Canadian School in Sharjah

DISCLAIMER

THIS INFORMATION MEMORANDUM DOES NOT NECESSARILY CONTAIN ALL THE INFORMATION

THAT A PROSPECTIVE INVESTOR MAY NEED TO CONSIDER IN ITS INDIVIDUAL CIRCUMSTANCES

ABOUT THIS PROPOSAL. ACCORDINGLY, EACH PROSPECTIVE INVESTOR SHOULD REVIEW THE

INFORMATION IN THE INFORMATION MEMORANDUM TO DETERMINE WHETHER IT REQUIRES

FURTHER INFORMATION. THE PROSPECTIVE INVESTOR SHOULD REQUEST FURTHER INFORMATION

FROM INVESTMENTS HOUSE OR AL MULLA GROUP.

INVESTMENTS HOUSE, AL MULLA GROUP AND THEIR RESPECTIVE AFFIALITES AND ADVISORS GIVE

NO WARRANTY ABOUT THE ASSUMPTIONS, FINANCIAL DATA, AND FINANCIAL PROJECTIONS

CONTAINED IN THE INFORMATION MEMORANDUM.

THIS DOCUMENT MAY NOT BE DISTRIBUTED EXCEPT TO SUCH PERSONS AS ARE PERMITTED UNDER

THE OFFERS OF SECURITIES REGULATIONS ISSUED BY THE CAPITAL MARKET AUTHORITY.

THE CAPITAL MARKET AUTHORITY DOES NOT MAKE ANY REPRESENTATION AS TO THE ACCURACY OR

COMPLETENESS OF THIS DOCUMENT, AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER FOR

ANY LOSS ARISING FROM, OR INCURRED IN RELIANCE UPON, ANY PART OF THIS DOCUMENT.

PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY SHOULD CONDUCT THEIR OWN

DUE DILIGENCE ON THE ACCURACY OF THE INFORMATION REGARDING THE SECURITIES. IF YOU DO

NOT UNDERSTAND THE CONTENTS OF THIS DOCUMENT YOU SHOULD CONSULT AN AUTHORISED

FINANCIAL ADVISOR.

Investments House

Investments House is a leading investment management organization in the MENA region. Located

in Dubai, United Arab Emirates, the commercial hub of the Middle East, Investments House offers

and manages investment vehicles for individuals, institutional investors, partners and international

clients.

With our proven track record and expertise, Investments House has generated over AED 2.4 billion

since December 2006. Only a select few investment management organizations have matched our

success. Today, Investments House is recognized as a premier developer and leader in the field of

venture capitalism based on our outstanding growth and performance. We credit our success to

consistently following our core values of integrity, honesty, transparency, superior customer service

and dedicated commitment by our staff. We demand and demonstrate the highest code of conduct

by the board of directors and our associates.

Our mission is to lead in the investment management industry and to build strong broad and on-

going relationships and strategic alliances with our investors and partners.

Our Objective is to build strong corporate identity, diversify portfolios, form strategic alliances and

establish enduring relationships with our investors and partners.

About Sharjah

Sharjah is the third largest emirate with total land area around 2,600 sq km with diverse geography.

This emirate experienced real progress during time period of H.H.Sheikh Sultan bin Mohammad Al

Qassimi. The discovery of Mubarak oil field near island of Abu Musa in 1971 also played great role in

progress and development of this emirate. Today Sharjah is known as cultural and sports capital of

UAE. It is also world famous for its cricket stadiums and thrilling one day international cricket

matches. Due to low crime rate and excellent accommodation facilities this city has made it world

renowned and has drawn attention of sports lover across the globe.

Sharjah displays a perfect blend of old and modern life style. This city possesses a modern and well

equipped port at Khorfakkan that provide unmatched services and facilities for the ships don’t need

to enter in Gulf. City has some of the world famous waterfronts hotel, green gardens, lake facing

buildings and restaurants. Other attractions include modern and traditional souks that offer good

bargains to buyers. Above all, this emirate has well maintained museums there you can even check

80 million old fossils.

Sharjah also showed great potential in construction and property development projects. During

recent year this emirate has been experiencing huge rise in demand of accommodation

places including apartments and furnished apartments. This has also attracted local and foreign

investors to invest in property market of Sharjah. Despite this fact that real estate Dubai is leading

the property market of UAE, Sharjah also offers really exciting and promising investments

opportunities in construction and property business.

This emirate is a much economical place to relocate as compare to Dubai. This city has showed rapid

progress in different sectors like construction and development. You can find numerous glittering

skyscrapers along the costal line of this emirate.

Sharjah is opening its property market to foreign investment for the first time as expatriates are

granted the right to buy homes.

Leases of up to 100 years will be granted as the emirate benefits from spillover property demand

from neighbouring Dubai.

For the first time in its history, the Sharjah government has passed a law enabling expatriates from

any country in the world to buy property in the emirate providing they hold a UAE residence visa.

Expatriates will be able to own property in the emirate on long leases but not land, government

officials said . Investment will be restricted to new investment areas on the edge of the city centre.

Initially only plots will be made available to sub-developers to build apartment and villas.

The first new development to offer the long leases will be Tilal City, a 25 million square feet

development on Emirates Road close to the Al Dhaid Interchange

Officials said the new rules would create “new cluster cities” outside central Sharjah which would

reduce traffic and congestion in the main city centre.

This is a historic milestone for Sharjah. Traditionally, international investors have focused their

attention on Dubai and Abu Dhabi, but this move will open up a new market, to investors residing in

the UAE.

Based on the number of gated community feasibility studies that Cluttons has been commissioned

to undertake, in close proximity to Sharjah International Airport, we expect to see similar

developments launched in the short to medium term. The current shortage of these types of

communities is causing a real demand from families residing in Sharjah, but also from families who

want to relocate from Dubai in search of affordability.

The new rules are the latest move in attempts to open up Sharjah’s more reasonably priced real

estate market to expatriates, taking advantage of interest from buyers no longer able to afford

Dubai prices.

Real estate rules in Sharjah had prevented anyone other than UAE nationals from owning real

estate, but were first relaxed after the global financial crisis to allow Arabs from the GCC to buy

homes.

Education Growth in UAE

Education regulators are anticipating hundreds of thousands of new students to be enrolled in

private schools by 2020.

With the number of private school students in the GCC expected to triple in the next seven years,

regulators from Abu Dhabi and Dubai have cited the need for hundreds of new schools to

accommodate the increase.

By 2020 the number of students in private schools are expected to reach 280,000, which means an

annual growth of 5 per cent

The private education sector in Abu Dhabi caters to more than 60 per cent of the total student

population in the emirate – a quarter of whom are Emirati – and the sector is growing across the

UAE.

Private education has witnessed the most growth with students, so there are investment

opportunities in private education across the UAE.

Dubai has also experienced growth, with a 7 per cent annual increase in student enrolments in

private schools. If the trend continues, the number of students will jump from 225,000 to 360,000 by

2020.

That is a 60 per cent increase from the existing student population. The UAE needs 110 new schools

by 2020 and it is one of the highest growth areas, followed by higher education.

The UAE’s private education market is about the same size as India’s and China’s combined. That’s

just a sense of the scale of what we’re dealing with here. The current number of students in private

education in the GCC is predicted to triple by 2020. The rest of the world is looking at the region with

great interest.

Western-branded higher education institutions in the country are growing by 15 per cent a year,

with the UAE hosting 37 international branch campuses – the highest number in the world.

According to a study, the UAE has become a preferential educational destination for students,

ranking 15th in terms of quality of education in a World Economic Forum (WEF) list of 148 countries.

Between 2007 and 2012, the number of primary school students in UAE private institutions rose

from 1,897,000 to 2,654,000, a compound annual growth rate (CAGR) of 6.9 per cent. The number of

students at UAE educational institutions, predominantly in Abu Dhabi and Dubai, are increasing

partially due to families from other Middle East nations migrating due to instability in their home

country.

Private School Growth in Sharjah

More than Dh1 billion has been invested in private education in Sharjah.

The assistant director general at Sharjah Chamber of Commerce and Industry has said that there

were 140 private schools worth Dh1.26bn.

All investors in the private education sector are urged to turn to innovative ideas that would further

improve the standard of education in the emirate. This is an excellent opportunity to have

businessmen and educators interact and share ideas on the best way to boost education, and give a

brighter future to the children.

Canadian Private School

A Canadian Private School curriculum follows the Alberta Program of Study in coordination with the

UAE Ministry of Education. Alberta Education’s high quality standards of instruction suit the needs

and requirements of UAE’s Ministry of Education regulations. Alberta Education strongly promotes

trilingual education and thus responds to the demands of our multicultural, multilingual school.

Canadian Private School grants Alberta high school diplomas to students based on a credit system.

To complete senior high, students must be awarded 100 credits. Students are awarded credits for

each course they complete with satisfactory results. In addition, Grade 12 students must write and

pass diploma examinations in core subject areas to graduate. Diploma examinations are provincially

administered and account for 50 percent of the students’ final grade in the course.

Alberta’s High School diploma is recognized across North America and throughout the world. High

school graduates have the opportunity to continue their education at Alberta’s fine post secondary

institutions or to attend some of the most prestigious universities and colleges in the world.

Alberta Program Subjects: English Language Arts, Mathematics, Science, English Social Studies,

Physical Education, Art and Music, Health, Drama, Information and Communication Technology (ICT)

and French.

UAE Requirements: Arabic, Islamic Studies and Arabic Social Studies are taught in accordance to the

UAE Ministry of Education specifications.

Why Canadian Education

The most important question any parent considering a school for their child would ask is this – what

is so special about Canadian education? The answer is deceptively simple. The essential goal of the

Canadian teacher in the Canadian school is to educate students so that they have learned to learn!

That means that students become increasingly capable at using their developing academic and

intellectual talents to analyze, synthesize and problem solve. Certainly facts are important but the

ability to use knowledge gained and skills developed to deal with new school and life challenges is

essential. In effect Canadian education teaches students to think and to apply their learning in

effective ways to novel situations. It is this fundamental ability that makes students with a Canadian

education so successful in post-secondary schools and in their adult life.

There are, of course, other features of Canadian education worth acknowledging. Learning often

takes place co-operatively and in activity-based ways. That means that the teacher provides students

with information and certain skills and then challenges them to develop their learning further

through related and increasingly demanding activities. Simply memorizing factual information and

then doing nothing with it is a waste of student time and energy.

Parent involvement in student learning is also very important. Parents are expected to talk to their

sons and daughters on a daily basis about school. Where parents do not understand what the school

is trying to accomplish or have a concern, they are expected to call and then visit the school to clear

things up. It is often said that Canadian schools, do not just accept students – they enroll families!

Student learning is always most effective when the home-school partnership is strong.

Finally, Canadian education is about the whole child. Students are not simply empty vessels to be

filled with facts and figures. They are unique individuals who are learning and developing every day

as they move from childhood to adulthood. Canadian schools are concerned about each student’s

physical, emotional and social development as well as their performance as learners. Teachers

engage their students in a caring and supportive way – not as friends but as adults concerned about

their total development.

Canadian education has been judged internationally to be of the highest quality. The Canadian

School in Sharjah now brings that educational quality to the students of Sharjah.

Investment Opportunity

The new Canadian School in Sharjah offers a full Canadian instructional curriculum managed by a

very experienced Canadian Principal and delivered by Canadian trained, certificated and experienced

teachers. Our student performance expectations, teaching materials, instructional strategies and

student management practices are the same as those you will find in any Canadian school. We

would be a Canadian school not just in name but in practice.

Canadian School in Sharjah are proud to be the first Canadian school in Sharjah and are committed

to providing an educational experience for each of our students which will challenge them on

intellectual, social and personal levels. We expect much from our students and their families and will

provide the demanding learning environment which supports those expectations.

The Canadian School in Sharjah also appreciates that we are a school which has been welcomed into

an Arabic country with a predominantly Muslim population. We have committed enthusiastically to

provide students with Arabic Language and Islamic Studies programs of the highest quality delivered

by certificated and experienced teachers who are respected members of the school’s academic staff.

The student – parent – school partnership for learning is at the heart of Canadian School in Sharjah’s

efforts as a school to nurture educational accomplishment. We will succeed based as much the

strength of that partnership as on the strength of our instructional programming.

This school is first of its kind offshore Canadian school in Sharjah, which allows the graduates to

enter various Universities in Ontario, Canada, without having to do any entrance assessments.

This is a school which will be known for its academic rigor, focus on each learner as a unique

individual and its emphasis on student engagement in their own learning. Our students will come to

understand the shared responsibility we all have for the further development of a community of

nations tied together by a commitment to tolerance, justice and equality of opportunity. We will

graduate more than educated young people – we will graduate young people well-prepared make a

difference in our challenged world.

The Canadian School of Sharjah is surrounded by thousands of residential areas which makes it a

very demanding and appealing school within this community. It is at a very close proximity to

Sharjah Airport and Sharjah National Park and is easily accessible through various highways including

Al Dhaid Road, Sheikh Mohammad bin Zayed Road and Emirates Road.

Location

Eagle Eye View

Sharjah Airport

Plot Summary

Phase 1 Phase 2

Location/Units Built up Area Built up Area

Sq.mt Sq.ft Sq.mt Sq.ft

Ground Floor 5750.79 61,901.50 1623.94 17,480.09

First Floor 5118.94 55,100.27

1542.46 16603.04 Roof Floor 274.19 2951.38

Sub Station Area 73.15 787.39

Gate Entrance 31.92 343.59

Guard Room 29.7 319.69

Total 11278.69 121403.8 3166.4 34083.13

Class Rooms 32 16

Plot Area 17206.15 185,207

Sq.mt Sq.ft

Canadian School in Sharjah

Nos Type Area in sq.mt

32 Classroom 1881.6

1 Biology Lab 64.8

1 Chemistry Lab 54.4

1 Physics Lab 54.4

1 Computer Lab 65.6

1 Library Hall 104.4

1 Computer Room 65.6

4 Internal Hall 1038.96

66 W/C & Toilets 188.76

15 Admin Rooms 765

3 Teacher Rooms 256

2 Clinic 129.48

2 Cafeteria 295.07

Feasibility Report

Description Year0 Year1 Year2 Year3 Year4 Year5

Revenue 14,625,000 21,611,500 33,150,000 42,409,300 48,498,400

Management Fees

Rent Fees

Net Revenues 14,625,000 21,611,500 33,150,000 42,409,300 48,498,400

COGS (3,300,000) (8,600,400) (9,689,040) (11,579,064) (13,518,178) (16,031,881)

Gross Profit (3,300,000) 6,024,600 11,922,460 21,570,936 28,891,122 32,466,519

Gross Margin 41% 55% 65% 68% 67%

SG&A - (2,765,800) (4,034,723) (5,512,560) (6,709,374) (7,716,661)

EBITDA (3,300,000) 3,258,800 7,887,738 16,058,376 22,181,748 24,749,858

EBITDA Margin 22% 36% 48% 52% 51%

Depreciation (171,429) (171,429) (171,429) (171,429) (171,429)

Amortization - - - - - -

EBIT (3,300,000) 3,087,371 7,716,309 15,886,947 22,010,319 24,578,430

EBIT Margin 21% 36% 48% 52% 51%

Interest income - - - - - -

Provisions - - - - - -

FX gains/losses - - - - - -

Other income - - - - - -

Other expenses - - - - - -

-

Net Profit (3,300,000) 3,087,371 7,716,309 15,886,947 22,010,319 24,578,430

NPBT Margin 21% 36% 48% 52% 51%

NPAT (3,300,000) 3,087,371 7,716,309 15,886,947 22,010,319 24,578,430

NPAT Margin 21% 36% 48% 52% 51%

Canadian School in Sharjah

Profit & Loss Statment

Description Year0 Year1 Year2 Year3 Year4 Year5

Assets:

Current Assets:

Cash & equivalents 550,000 4,797,630 12,553,771 28,413,226 50,519,832 75,467,976

Receivables (net) 731,250 1,080,575 1,657,500 2,120,465 2,424,920

Inventory

Projects in progress

Due from sister companies

Due from affliate companies

Receivables & other debit balances - - - - - -

Total Current Assets 550,000 5,528,880 13,634,346 30,070,726 52,640,297 77,892,896

Gross Fixed Assets 1,200,000 1,200,000 1,200,000 1,200,000 1,200,000 1,200,000

Less: Accumulated depreciation (171,429) (342,857) (514,286) (685,714) (857,143)

Net fixed assets 1,200,000 1,028,571 857,143 685,714 514,286 342,857

Long-term investments

Projects under construction - - - - -

Other long-term assets (net) -

TOTAL ASSETS 1,750,000 6,557,451 14,491,488 30,756,441 53,154,582 78,235,753

Liabilities:

Current Liabilities:

Creditors & other credit balances 1,720,080 1,937,808 2,315,813 2,703,636 3,206,376

Deferred tax liability

Provisions - - - - - -

Total Current Liabilities - 1,720,080 1,937,808 2,315,813 2,703,636 3,206,376

LT Debt - - - - - -

T. Long Term Liabilities - - - - - -

Total Liablilties - 1,720,080 1,937,808 2,315,813 2,703,636 3,206,376

Shareholders Equity:

Paid in Capital 5,050,000 5,050,000 5,050,000 5,050,000 5,050,000 5,050,000

Reserves and Retained Earnings (3,300,000) (212,629) 7,503,680 23,390,628 45,400,947 69,979,377

Total Stockholders' Equity 1,750,000 4,837,371 12,553,680 28,440,628 50,450,947 75,029,377

TOTAL LIABILITIES & EQUITY 1,750,000 6,557,451 14,491,488 30,756,441 53,154,582 78,235,753

Checker - - - - - -

Balance Sheet Statement

Description Year0 Year1 Year2 Year3 Year4 Year5

Net income (3,300,000) 3,087,371 7,716,309 15,886,947 22,010,319 24,578,430

Add: Depreciation - 171,429 171,429 171,429 171,429 171,429

Settlements - - - - -

Add: Provisions

+/- change in receivables - (731,250) (349,325) (576,925) (462,965) (304,455)

+/- change in inventory - - - - - -

+/- change in projects in progress - - - - - -

+/- change in due from sister companies - - - - - -

+/- change in due from affiliate companies - - - - - -

+/- change in other debit balances - - - - - -

+/- change in creditors & other credit balances - 1,720,080 217,728 378,005 387,823 502,741

+/- change in provisions - - - - - -

+/- change in deferred tax liability - - - - - -

+/- change in woking capital - 988,830 (131,597) (198,920) (75,142) 198,286

Cash Flow from Operations (3,300,000) 4,247,630 7,756,141 15,859,456 22,106,605 24,948,144

Purchase of fixed assets (1,200,000) - - - - -

+/- change in long-term investments - - - - - -

+/- change in projects under construction - - - - - -

+/- change in other long-term assets - - - - - -

Cash Flow from Investing Activities (1,200,000) - - - - -

+/- change in bank LT Debt - - - - - -

+/- change in Paid-in capital - - - - - -

+/- change in Share Premium 5,050,000 - - - - -

Cash Flow from Financing Activities 5,050,000 - - - - -

Net Cash Flow 550,000 4,247,630 7,756,141 15,859,456 22,106,605 24,948,144

Cash & equivalents at beg. of year 550,000 4,797,630 12,553,771 28,413,226 50,519,832

Cash & equivalents at end of year 550,000 4,797,630 12,553,771 28,413,226 50,519,832 75,467,976

Cash & Cash eq at end 550,000 4,797,630 12,553,771 28,413,226 50,519,832 75,467,976

Cash Flow Statement

Description Year0 Year1 Year2 Year3 Year4 Year5

EBIT (1-t) (3,300,000) 3,087,371 7,716,309 15,886,947 22,010,319 24,578,430

Add: Depreciation - 171,429 171,429 171,429 171,429 171,429

Less: Increase in working capital requirements - 988,830 (131,597) (198,920) (75,142) 198,286

Less: Capital expenditure (1,200,000) - - - - -

Free Cash Flow to Firm (4,500,000) 4,247,630 7,756,141 15,859,456 22,106,605 24,948,144

IRR 160.07%

Discounted FCF:

WACC 16.00%

Years 0 1 2 3 4 5

Discounted Factor 1.00 0.862 0.743 0.641 0.552 0.476

Discounted Net Prsent Value (4,500,000) 3,661,750 5,764,076 10,160,482 12,209,281 11,878,136

Acc. Net Present Value (4,500,000) (838,250) 4,925,826 15,086,308 27,295,589 39,173,725

Discounted Payback Period 0 Years 15 Months

Free Cash Flow

Item Y1 Y2 Y3 Y4 Y5

No.of Students 250 375 575 720 800

Avg.School Fees /Student 48,000 48,000 48,000 49,440 50,923

Total School Fees 12,000,000 18,000,000 27,600,000 35,596,800 40,738,400

Other Revenues 2,625,000 3,611,500 5,550,000 6,812,500 7,760,000

Total Revenues 14,625,000 21,611,500 33,150,000 42,409,300 48,498,400

Expected Revenues AED

Item Y1 Y2 Y3 Y4 Y5

Operation Expenses:

Salaries & Related (2,480,000) (3,120,000) (3,963,000) (5,420,204) (7,069,993)

permits/Licenses (70,000) (90,000) (100,000) (106,000) (111,000)

Traning Expenses (156,000) (168,000) (184,000) (202,400) (202,400)

Office Supplies (24,000) (38,400) (61,440) (86,016) (103,219)

Uniform (50,000) (90,000) (148,400) (180,000) (205,000)

transportation Cost (300,000) (450,000) (630,000) (720,000) (820,000)

Books (300,000) (400,000) (540,000) (720,000) (820,000)

Telephone/Internet (20,400) (32,640) (52,224) (83,558) (100,269)

Rent (5,000,000) (5,000,000) (5,500,000) (5,500,000) (6,000,000)

Management Fees (200,000) (300,000) (400,000) (500,000) (600,000)

Total Operation Expenses (8,600,400) (9,689,040) (11,579,064) (13,518,178) (16,031,881)

Net Profit Before tax 6,024,600 11,922,460 21,570,936 28,891,122 32,466,519

Taxes

Net profit After tax 6,024,600 11,922,460 21,570,936 28,891,122 32,466,519

Net Profit After Operating Expenses AED

Item Year 1 Year 2 Year 3 Year 4 Year 5

Administrative Expenses (1,023,750) (1,512,805) (2,320,500) (2,968,651) (3,394,888)

Building Insurance (84,000) (144,000) (187,200) (234,000) (292,500)

Water /Energy (370,000) (407,000) (447,000) (470,085) (493,589)

Professional Fees (20,400) (36,000) (39,600) (43,560) (47,916)

Memberships (6,000) (8,400) (9,660) (11,109) (12,775)

Maintenance (73,125) (162,086) (248,625) (381,684) (436,486)

advertising & Marketing (511,875) (648,345) (828,750) (848,186) (969,968)

Employee Accommodation (168,000) (204,000) (285,600) (371,280) (445,536)

Employee Reimbursement (168,000) (240,000) (312,000) (390,000) (487,500)

Bank Expenses (14,400) (30,000) (33,000) (37,950) (41,745)

Provision for Replacment (146,250) (162,086) (248,625) (318,070) (363,738)

other operation expenses (180,000) (480,000) (552,000) (634,800) (730,020)

Total (2,765,800) (4,034,723) (5,512,560) (6,709,374) (7,716,661)

Selling, General & Admin Expenses

Fixed Cost (9,614,950) (11,404,245) (14,000,224) (16,589,528) (19,639,761)

Variable Cost (1,751,250.00) (2,319,517.50) (3,091,400.00) (3,638,024.45) (4,108,780.60)

Variable Cost per Student (7,005.00) (6,185.38) (5,376.35) (5,052.81) (5,135.98)

Total Revenues per Student 58,500 57,631 57,652 58,902 60,623

Break Even (187) (222) (268) (308) (354)

Net Present Value AED 38,167,207

Stake on Offer (25%) AED 9,541,802