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: +44 20 7885 5739
/ +852 3983 8658 / +65 6557 8286
Attention: Liability
Management Group
Email: Liability_Management@sc.com
Tender and Information
Agent
Morrow Sodali
Limited
In London
103 Wigmore Street
W1U 1QS, London, UK
Telephone: +44 20 4513 6933
In Hong Kong
29/F, No. 28 Stanley Street
Central, Hong Kong
Telephone: +852 2319 4130
Email:
tabreed@investor.morrowsodali.com
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.