Emaar Properties' cash offer for the rest of Emaar Development opened on November 6 and closes at 3pm on Thursday, December 10.
Emaar Properties PJSC said on Thursday it will make a voluntary cash offer of AED 15 a share for all Emaar Development PJSC shares it does not hold, open from Friday, November 6 until 3pm on Thursday, December 10, 2026.
Shareholders who accept receive cash within three business days of the offer becoming unconditional, according to the Dubai Financial Market (DFM) notice. Emaar Properties said it has the resources to pay the full cash consideration.
The offer is open to every Emaar Development shareholder other than Emaar Properties and its indirect wholly owned subsidiary, Emirates Property Holdings Limited (EPHL).
Offer price is 19.4% above the November 2 close
Emaar Properties said the AED 15 price is a 19.4% premium to the closing price of AED 12.56 on Monday, November 2, the last trading day before the board meeting announcement.
Against averages to that date, it is 21.7% above the one-week volume weighted average price of AED 12.32 and 18.6% above the one-month average of AED 12.65. It is 15.7% above the three-month average of AED 12.97.
Against the closing price of AED 14.52 on Thursday, November 5, the premium is 3.3%. The offer is 148.8% above the AED 6.03 subscription price before the DFM listing in November 2017.
Emaar Properties already holds 80.16%
Emaar Properties directly holds 3,166,451,142 shares, or 79.1613% of Emaar Development’s AED 4 billion issued capital. EPHL holds 40,000,000 shares, or 1%, bringing the combined stake to 3,206,451,142 shares, or 80.1613%.
The Capital Market Authority (CMA) issued a no-objection letter on October 30. Completion still depends on the CMA’s final approvals.
Other conditions include Emaar Development giving the CMA the information it requests, satisfactory due diligence by Emaar Properties, any third-party consents identified, and Emaar Development sending shareholders its offeree circular.
If the conditions are not met within one month of the closing date, the offer lapses and no shareholder receives the offer price.
The offer document was published on Thursday, November 5, and the results are due on Friday, December 11. The acceptance period can be extended.
Shareholders can accept online through Emirates NBD’s offer portal or return a completed acceptance form. Emirates NBD is the lead receiving bank. They need their DFM National Investor Number (NIN) and details of their shareholding.
An acceptance cannot be withdrawn once submitted, except in the circumstances the offer document sets out. Shares must be free of liens and other encumbrances to be accepted.
Payment goes to the payment method registered with Dubai Central Securities Depository. Where none is registered, the money is held until one is provided.
Squeeze-out at 90% and possible delisting
If acceptances plus existing holdings reach 90% of the share capital plus one share, Emaar Properties intends to start compulsory acquisition within 60 days of settlement. Remaining holders would receive the same AED 15 a share.
After that, Emaar Properties intends to convert Emaar Development into a private joint stock company and apply to delist it from the DFM.
The offer is not conditional on reaching 90%. If it falls short, Emaar Properties still intends to complete and buy all shares validly tendered.
Emaar Properties said shareholders who do not accept should expect the free float to fall significantly if the offer completes, which may reduce liquidity and increase price volatility.
It does not guarantee a further offer, or one at AED 15 or higher. It also intends to review Emaar Development’s dividend policy after completion, and said there is no assurance dividends will continue at the same level or frequency.
Emaar Properties said the aim is to simplify the group structure and run the UAE development business on a fully integrated basis. Emaar Development runs the group’s UAE build-to-sell residential and commercial business.
J.P. Morgan Securities plc is financial adviser, Emirates NBD Capital is lead manager and First Abu Dhabi Bank is co-lead manager. Emaar Properties said no shareholder has given an irrevocable undertaking to accept.
The offer document and related information are on Emaar Development’s investor relations website until the offer period ends.
