Result of Tender Offer

National Central Cooling Co PJSC

04 April 2024

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF REGULATION (EU) NO 596/2014 AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

4 April 2024

NATIONAL CENTRAL COOLING COMPANY PJSC ANNOUNCES RESULTS AND ACCEPTANCE OF TENDER OFFER

On 18 March 2024, National Central Cooling Company PJSC ("Tabreed") launched an invitation to holders of Tabreed Sukuk SPC Limited's outstanding U.S.$500,000,000 Trust Certificates due 2025 (ISIN: XS1843455103) (the "Existing Certificates") to tender such Existing Certificates for purchase by Tabreed for cash (such invitation being, the "Offer"), subject to the terms and conditions of the Offer described in a tender offer memorandum dated 18 March 2024 (the "Tender Offer Memorandum"). On 28 March 2024, Tabreed announced that the Expiration Deadline of the Offer was extended to 16:00 hours (London time) on 3 April 2024.

Copies of the Tender Offer Memorandum are available, subject to registration and eligibility confirmation, from the Tender Offer Website: https://projects.morrowsodali.com/tabreed. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

Further to its announcements on 18 March 2024 and 28 March 2024, Tabreed hereby confirms that as at 16:00 hours (London time) on 3 April 2024, being the Expiration Deadline for the Offer, it had received valid Tender Instructions in respect of U.S.$200,688,000 in aggregate face amount of Existing Certificates.

Tabreed intends to exercise its right, as described in the Tender Offer Memorandum, to increase the Maximum Acceptance Amount to U.S.$200,688,000, being the Final Acceptance Amount, and accept for purchase all validly tendered Existing Certificates in full without pro-ration.

Tabreed expects settlement of the Offer to take place on 5 April 2024.

A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum.

Dealer Manager

Standard Chartered Bank

7th Floor Building One, Gate Precinct

Dubai International Financial Centre

P.O. Box 999

Dubai

United Arab Emirates

Telephone: [phone]

Attention: Liability Management Group

Email: [e-mail]

Tender and Information Agent

Morrow Sodali Limited

In London

103 Wigmore Street

W1U 1QS, London, UK

Telephone: [phone]

In Hong Kong

29/F, No. 28 Stanley Street

Central, Hong Kong

Telephone: [phone]

Email: [e-mail]

Tender Offer Website: https://projects.morrowsodali.com/tabreed

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement.

This announcement is released by National Central Cooling Company PJSC and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of the United Kingdom domestic law by virtue of the EUWA ("MAR"), encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of the United Kingdom domestic law by virtue of the EUWA, this announcement is made by Khalid Al Marzooqi, Chief Executive Officer of National Central Cooling Company PJSC.

 

END