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Emaar Development Shareholders Have Until December 10 to Accept Dh15 Buyout Offer

Emaar Properties, which owns about 80% of the developer, will force out remaining holders if it reaches 90% plus one share, and will buy whatever is tendered even below that.

By Nakoda News Desk

·2 min read

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Emaar Properties' Dh15-a-share cash offer for the Emaar Development shares it does not already own closes on December 10.
Emaar Properties' Dh15-a-share cash offer for the Emaar Development shares it does not already own closes on December 10.Photo: Gulf News

Minority shareholders in Emaar Development have until 3pm UAE time on December 10 to accept Emaar Properties' Dh15-a-share cash offer for the company. Emaar Properties says it will compulsorily acquire any remaining shares if its stake reaches 90% plus one share, according to a shareholder FAQ setting out the deal's timetable.

The offer opened on November 6 and can be extended by another 14 days. Emaar Properties holds 80.1613% of the Dubai developer directly and indirectly. There is no minimum acceptance level, so the parent will buy every validly tendered share as long as the other conditions are met or waived, even if it falls short of the compulsory acquisition threshold.

The outcome matters most for holders who choose not to sell. If Emaar Properties crosses 90% plus one share by the end of the offer period, it intends to buy out the rest at the same Dh15 price and on the same terms. The compulsory acquisition is expected to begin within 60 days of the offer payment date, so those investors would be paid later than those who accept. If the threshold is not reached, shareholders who decline keep their stock. The FAQ warns that a smaller free float could make the shares harder to sell and their price more volatile. It also says there is no guarantee of another offer, or that any future offer would match or beat Dh15.

The price is a 19.4% premium to Emaar Development's closing price of Dh12.56 on November 2, the last trading day before the board announcement. It is 18.6% above the one-month volume-weighted average price and 15.7% above the three-month average as of that date.

Shareholders can tender all or part of their holdings, but an acceptance cannot be withdrawn once submitted. Submitting the form authorises Emirates NBD, the lead receiving bank, and Dubai Central Securities Depository to block the shares from further trading. Investors who hold through a broker must move the shares they want to tender into their Dubai CSD account. Those who use a custodian must instruct it to accept for them. Any pledge over tendered shares must be released by the business day before the closing date.

Acceptances can be made through Emirates NBD's offer website or at its Jumeirah branch in Dubai and Khalifa branch in Abu Dhabi. The branches stop taking applications at 1pm Monday to Thursday and 11am on Fridays.

The offer is expected to become unconditional within one month of closing, with payment due within three business days after that. Proceeds will go to the bank account or iVestor card linked to each shareholder's investor number.

Sources

  • Gulf News · Emaar Development buyout sets December 10 deadline for shareholders
  • The National · Emaar plans to delist construction unit after board approves $3.3 billion buyout

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