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.
28 March 2024
NATIONAL CENTRAL COOLING COMPANY
PJSC
EXTENSION OF TENDER OFFER TO PURCHASE
EXISTING CERTIFICATES FOR CASH
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").
Tabreed hereby announces that the Expiration
Deadline will be extended to 16:00 hours (London time) on
3 April 2024 unless further extended,
re-opened, withdrawn, amended or terminated at the sole and
absolute discretion of Tabreed. Accordingly, the expected
Settlement Date for the Offer will be amended to 5 April
2024.
Tender Instructions previously submitted will
remain valid and irrevocable. Holders of the Existing Certificates
that have previously tendered their Existing Certificates do not
need to re-tender their Existing Certificates or take any other
action in response to the extension of the Offer.
Save as amended herein, the Offer remains
subject to the conditions and restrictions set out in the tender
offer announcement dated 18 March 2024 and as more fully described
in the Tender Offer Memorandum. 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.
For Further
Information
A complete description of the terms and
conditions of the Offer is set out in the Tender Offer
Memorandum. Any questions or requests for assistance in
connection with: (i) the Offer, may be directed to the Dealer
Manager; and (ii) the delivery of Tender Instructions or requests
for additional copies of the Tender Offer Memorandum, which may be
obtained free of charge, may be directed to the Tender and
Information Agent, the contact details for each of which are set
out below.
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 and the Tender Offer Memorandum
contain important information, which must be read carefully before
any decision is made with respect to the Offer. If any
Certificateholder is in any doubt as to the contents of the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own legal, tax, Shari'a and financial advice,
including as to any tax consequences, immediately from its broker,
bank manager, solicitor, accountant, Shari'a adviser or other independent
financial, tax or legal adviser. Any individual or company whose
Existing Certificates are held on its behalf by a broker, dealer,
bank, custodian, trust company or other nominee must contact such
entity if it wishes to participate in the Offer. None of Tabreed,
the Dealer Manager, the Tender and Information Agent or their
respective directors, officers, employees, agents or affiliates
makes any recommendation as to whether Certificateholders should
tender any Existing Certificates for cash and/or participate in the
Offer and none of Tabreed, the Dealer Manager or the Tender and
Information Agent will have any liability or responsibility in
respect thereto.
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.
OFFER AND
DISTRIBUTION RESTRICTIONS
United States
The Offer is not being made and will not be
made, directly or indirectly, in or into, or by use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of, or of any facilities of a national securities exchange
of, the United States or to, for the account or benefit of, any
U.S. Person. This includes but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and
other forms of electronic communication. The Existing Certificates
may not be tendered in the Offer by any such use, means,
instrumentality or facility from or within the United States or by
persons located or resident in the United States or to any U.S.
Person. Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Offer are not being, and must not be, directly or indirectly,
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to a U.S. Person and the
Existing Certificates cannot be tendered in the Offer by any such
use, means, instrumentality or facility or from or within or by
persons located or resident in the United States or by any U.S.
Person. Any purported tender of Existing Certificates in the Offer
resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Existing
Certificates made by a person located in the United States or by a
U.S. Person, by any person acting for the account or benefit of a
U.S. Person, or by any agent, fiduciary or other Intermediary
acting on a non-discretionary basis for a principal giving
instructions from within the United States or for a U.S. Person
will be invalid and will not be accepted.
The Offer is not an offer of securities for
sale in the United States or to U.S. Persons. Existing Certificates
may not be offered or sold in the United States absent registration
under, or an exemption from the registration requirements of, the
Securities Act.
Each Certificateholder participating in the
Offer will represent that it is not a U.S. Person located in the
United States and is not participating in the Offer from the United
States, or it is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an
order to participate in the Offer from the United States and who is
not a U.S. Person. For the purposes of this and the above
paragraph, "United States"
means 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.
United Kingdom
The communication of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offer is not being made, and such documents and/or
materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000, as amended. Accordingly, such documents and/or materials are
not being distributed to, and must not be passed on to, the general
public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to
those persons in the United Kingdom falling within the definition
of investment professionals (as defined in Article 19(5) of the
Financial Promotion Order) or persons who are within Article 43(2)
of the Financial Promotion Order or any other persons to whom it
may otherwise lawfully be made under the Financial Promotion
Order.
France
The Offer is not being made, directly or
indirectly, to the public in the Republic of France ("France"). This announcement, the Tender
Offer Memorandum and any other document or material relating to the
Offer have only been or shall only be distributed to the public in
France to qualified investors (investisseurs qualifiés), as referred
to in Article L.411-2 1 of the French Code monétaire et financier and
defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended).
This announcement, the Tender Offer Memorandum and any other
document or material relating to the Offer have not been and will
not be submitted for clearance to nor approved by the Autorité des marchés
financiers.
Italy
None of the Offer, this announcement, the
Tender Offer Memorandum or any other documents or materials
relating to the Offer have been or will be submitted to the
clearance procedure of CONSOB.
The Offer is being carried out in the Republic
of Italy as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Financial Services Act and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999 (as
amended).
Accordingly, Certificateholders, or beneficial
owners of the Existing Certificates located in the Republic of
Italy, can tender some or all of their Existing Certificates
pursuant to the Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of
September 1, 1993 (as amended)) and in compliance with applicable
laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Each Intermediary must comply with the
applicable laws and regulations concerning information duties
vis-à-vis its clients in
connection with the Existing Certificates or the Offer.
United Arab Emirates (excluding the Abu Dhabi Global Market
and the Dubai International Financial Centre)
The Offer is not being made and will not be
publicly promoted or advertised in the United Arab Emirates other
than in compliance with laws applicable in the United Arab Emirates
governing the issue, offering and/or sale of securities.
Abu
Dhabi Global Market
The Offer is not being made and may not be made
to any person in the Abu Dhabi Global Market unless such offer is:
(i) an "Exempt Offer" in accordance with the Markets Rules of the
FSRA; (ii) made only to persons who are Authorised Person or
Recognised Bodies (as such terms are defined in the FSRA FSMR) or
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 18 of FSMR) in connection
with the issue or sale of any securities may otherwise lawfully be
communicated or caused to be communicated; and (iii) made only to
persons who meet the Professional Client criteria set out in Rule
2.4.1 of the FSRA Conduct of Business Rules.
Dubai International Financial Centre
The Offer is not being made and may not be made
to any person in the Dubai International Financial Centre unless
such offer is: (i) an "Exempt
Offer" in accordance with the Markets Rules (MKT) Module of
the DFSA rulebook; and (ii) made only to persons who meet the
Professional Client criteria set out in Rule 2.3.3 of the Conduct
of Business Module of the DFSA rulebook.
Kingdom of Bahrain
The Offer does not constitute an offer of
securities in the Kingdom of Bahrain in terms of Article (81) of
the Central Bank of Bahrain and Financial Institutions Law 2006
(decree Law No. 64 of 2006) nor an offer under Module TMA
(Take-overs, Mergers and Acquisitions) of Volume 6 of the Rulebook
issued by the Central Bank of Bahrain. This announcement, the
Tender Offer Memorandum and related offering documents have not
been and will not be filed nor registered as a prospectus with the
Central Bank of Bahrain. Accordingly, no Existing Certificates can
be tendered for purchase by, nor will this announcement, the Tender
Offer Memorandum or any other related document or material be used
in connection with any offer, sale or invitation to tender Existing
Certificates, whether directly or indirectly, to persons in the
Kingdom of Bahrain, other than in compliance with Bahraini
law.
Kingdom of Saudi Arabia
The communication of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offer are only being made and the Offer will only
be made or advertised in the Kingdom of Saudi Arabia, (i) to
persons who have confirmed that they are " Institutional Clients"
or "Qualified Clients" (each as defined in the "Rules on the Offer
of Securities and Continuing Obligations" as issued by the KSA
Regulations); or (ii) by way of a limited offer under Article 9 of
the KSA Regulations or, as otherwise required or permitted by, the
KSA Regulations. This announcement, the Tender Offer Memorandum and
the Offer shall not, therefore, constitute a "public offer",
"exempt offer" or a "parallel market offer" pursuant to the KSA
Regulations.
This announcement, the Tender Offer Memorandum
and the Offer are subject to restrictions on secondary market
activity under the KSA Regulations. Accordingly, any investor in
the Kingdom of Saudi Arabia or who is a Saudi person who has
acquired Existing Certificates pursuant to a private placement
under the KSA Regulations may not offer or sell those Existing
Certificates to any person unless the offer or sale is made in
compliance with the restrictions on secondary market activity under
the KSA Regulations.
Singapore
Neither this announcement nor the Tender Offer
Memorandum has been or will be registered as a prospectus with the
Monetary Authority of Singapore. The Offer does not constitute a
public tender offer for the purchase of the Existing Certificates
nor an offering of securities in Singapore pursuant to the
Securities and Futures Act 2001 (2020 Revised Edition) of
Singapore.
Hong Kong
The contents of this announcement
and the Tender Offer Memorandum have not been reviewed by any
regulatory authority in Hong Kong. Certificateholders should
exercise caution in relation to the Offer. If a Certificateholder
is in any doubt about any of the contents of this announcement or
the Tender Offer Memorandum, such Certificateholder should obtain
independent professional advice.
The Offer has not been made and will not be
made in Hong Kong, by means of any document other than (i) to
"professional investors" as defined in the SFO and any rules made
under the SFO; or (ii) in other circumstances which do not result
in the document being a "prospectus" as defined in C(WUMP)O or
which do not constitute an offer to the public within the meaning
of C(WUMP)O. Further, no person has issued or had in its possession
for the purposes of issue, or will issue or have in its possession
for the purposes of issue, whether in Hong Kong or elsewhere, any
advertisement, invitation or document relating to the Offer, which
is directed at, or the contents of which are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to
the Offer which is or is intended to be made only to persons
outside Hong Kong or only to "professional investors" as defined in
the SFO and any rules made under the SFO. This announcement, the
Tender Offer Memorandum and the information contained herein and
therein may not be used other than by the person to whom it is
addressed and may not be reproduced in any form or transferred to
any person in Hong Kong. The Offer is not intended to be made to
the public in Hong Kong and it is not the intention of Tabreed that
the Tender Offer be made to the public in Hong Kong.
General
Neither this announcement, the Tender Offer
Memorandum nor the electronic transmission thereof constitutes an
offer to buy or the solicitation of an offer to sell Existing
Certificates (and tenders of Existing Certificates for purchase
pursuant to the Offer will not be accepted from Certificateholders)
in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or
dealer and the Dealer Manager or any of its affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall
be deemed to be made by the Dealer Manager or such affiliate, as
the case may be, on behalf of Tabreed in such
jurisdiction.
In addition, each Certificateholder
participating in the Offer will be deemed to give certain
representations as set out in "Procedures for Participating in the
Offer" in the Tender Offer Memorandum. Any tender of
Existing Certificates for purchase pursuant to the Offer from a
Certificateholder that is unable to make these representations will
not be accepted.
Each of Tabreed, the Dealer Manager and the
Tender and Information Agent reserves the right, in its sole and
absolute discretion, to investigate, in relation to any tender of
Existing Certificates for purchase pursuant to the Offer, whether
any such representation given by a Certificateholder is correct
and, if such investigation is undertaken and as a result Tabreed
determines (for any reason) that such representation is not
correct, such tender or submission may be rejected.