UAE Markets Authority approves merger of Emaar Properties and “Malls”

The Securities and Commodities Authority in the Emirates has issued its final approval for the proposed merger between Emaar Properties and Emaar Malls.

The two companies said in a statement to the Dubai financial market today Monday that the proposed merger enjoys the unanimous support and recommendation of the board of directors of Emaar Properties and Emaar Malls, and is represented by its independent board members, which will strengthen Emaar’s position Properties as the largest integrated and diversified real estate group in Middle East, Middle East and North Africa, guaranteeing the strategic position of Emaar Properties and Emaar Mall to seize market opportunities and increase shareholder value.

The proposed merger will be executed, when the conditions are met, as a merger in compliance with the provisions of the law.

Under the merger, the shareholders of Emaar Malls (excluding Emaar Properties) will receive 0.51 shares of Emaar Properties for each share of Emaar Malls shares, which represents a 7.1% premium over Emaar Malls’ closing price at beginning of March 2021, which represents the last trading day prior to the announcement The merger and a premium of 11.2% of the implied market exchange rate based on the volume-weighted average price of the previous month, dated March 1, 2021.

This represents a 3.5% premium over Emaar Malls’ closing price on September 1, 2021, which represents a 4.4% premium over the implied market exchange rate based on the volume-weighted average price traded during the previous month. as of September 1, 2021.

The merger is subject to a number of conditions, including approval of the merger by the vote of the shareholders who own at least 75% of the shares represented at the general meetings of Emaar Properties and Emaar Malls.

On 9 September 2021, the board of directors of Emaar Properties and Emaar Malls will adopt a resolution inviting shareholders to attend the general meeting of the two companies, which will be held in person, remotely and electronically on 10 October 2021..

Subject to the fulfillment of the terms of the merger and with the effective date of the merger, the assets and liabilities of Emaar Malls, including the rights and obligations of Emaar Malls in as guarantor under the transaction documents relating to the $ 750 million Emaar Sukuk Limited credit certificates maturing in 2024 will be transferred to Emaar Properties in exchange for the issue of new shares in Emaar Properties in favor of Emaar Malls ‘existing shareholders with the exception of Emaar Properties, and as a next step, Emaar Malls’ businesses will be restructured to be transferred to a wholly owned subsidiary of Emaar Properties, with the subsidiary taking over the rights and obligations of the guarantor pursuant to the transaction documents transferred to it by Emaar real summer.

The merger is expected to be completed by the end of 2021.

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