The contents of this announcement, which have been prepared by and are the sole responsibility of DAMAC Properties Development Co. LLC, have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000, as amended, by Deutsche Bank AG, London Branch ("Deutsche Bank").
Citigroup, Deutsche Bank and VTB Capital, each of which is authorised by the Prudential Regulation Authority and regulated in the UK by the Prudential Regulation Authority and the Financial Conduct Authority, and Samba Capital are acting for DAMAC and the Selling Shareholders and no one else in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than DAMAC and the Selling Shareholders for providing the protections afforded to their respective clients or for giving advice in relation to the Offer or the contents of this announcement or any transaction, arrangement or other matter referred to herein.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.
This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any GDRs referred to in this announcement except on the basis of information in the preliminary prospectus (the "Preliminary Prospectus") and the final prospectus (the "Final Prospectus") to be published by the Company in connection with Admission.
Any purchase of GDRs in the Offer should be made solely on the basis of the information contained in the Preliminary Prospectus and the Final Prospectus. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change.
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for any GDRs or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The Offer and the distribution of this announcement and other information in connection with the listing and the Offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In particular, this announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase, subscribe for or buy, any securities to any person in Australia, Bahrain, Canada, Hong Kong, Japan, Kuwait, Oman, Qatar, Saudi Arabia, Singapore, South Africa, Switzerland, the United States or in any jurisdiction to whom or in which such offer or solicitation is unlawful. No securities of the Company have been, or will be, registered under the US Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and securities of the Company may not be offered or sold in the United States absent registration or an applicable exemption from, or transaction not subject to, the registration requirements of the Securities Act. No securities of the Company have been, or will be, registered under the securities laws of Australia, Bahrain, Canada, Hong Kong, Japan, Kuwait, Oman, Qatar, Saudi Arabia, Singapore, South Africa or Switzerland. Subject to certain exceptions, no securities of the Company may be offered or sold in Australia, Bahrain, Canada, Hong Kong, Japan, Kuwait, Oman, Qatar, Saudi Arabia, Singapore, South Africa or Switzerland or to, or for the account or benefit of, any national, resident or citizen of Australia, Bahrain, Canada, Hong Kong, Japan, Kuwait, Oman, Qatar, Saudi Arabia, Singapore, South Africa or Switzerland. The Company does not intend to conduct a public offer of the GDRs in the United States, Australia, Bahrain, Canada, Hong Kong, Japan, Kuwait, Oman, Qatar, Saudi Arabia, Singapore, South Africa or Switzerland.
This communication is distributed in any member state of the European Economic Area which applies the Prospectus Directive (this Directive together with any implementing measures in any member state, the "Prospectus Directive") only to those persons who are qualified investors for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person or qualified investor may act or rely on this document or any of its contents. The expression "Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
In connection with the Offer, any of the Joint Global Co-ordinators, Co-Lead Managers or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase GDRs and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such GDRs and other securities of the Company or related investments in connection with the Offer or otherwise. Accordingly, references in the Preliminary Prospectus and the Final Prospectus, in each case once published, to the GDRs being offered, acquired, placed or otherwise dealt in should be read as including any offer to, or acquisition, placing or dealing by, the Joint Global Co-ordinators, Co-Lead Managers or any of their respective affiliates acting as investors for their own accounts. None of the Joint Global Co-ordinators, Co-Lead Managers or any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Company, the Joint Global Co-ordinators, Co-Lead Managers or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
In connection with the Offer, a stabilising manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot GDRs or effect other transactions with a view to supporting the market price of the GDRs at a higher level than that which might otherwise prevail in the open market. The stabilising manager will not be required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the announcement of the offer price of the GDRs and ending no later than 30 calendar days thereafter. However, there will be no obligation on the stabilising manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the GDRs above the offer price. Save as required by law or regulation, neither the stabilising manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Offer.
This announcement does not constitute a recommendation concerning the Offer. The price and value of securities and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. Before purchasing any securities in the Company, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, when published. There is no guarantee that the Offer and Admission will happen and potential investors should not base their financial or investment decisions on the intentions of DAMAC or any other person in relation to the Offer and Admission at this stage. Potential investors should consult a professional adviser as to the suitability of the Offer and Admission for the person concerned.
This announcement contains “forward looking” statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations and plans of DAMAC. These forward looking statements involve known and unknown risks and uncertainties, many of which are beyond DAMAC’s control and all of which are based on the directors’ current beliefs and expectations about future events. Forward looking statements are sometimes identified by the use of forward looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “shall”, “risk”, “intends”, “estimates”, “aims”, “plans”, “predicts”, “continues”, “assumes”, “positioned” or “anticipates” or the negative thereof, other variations thereon or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. Forward looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the directors or DAMAC with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to DAMAC’s business, concerning, amongst other things, the results of operations, financial condition, prospects, growth and strategies of DAMAC and the industry in which it operates.
These forward looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing DAMAC. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward looking statements. The forward looking statements contained in this announcement speak only as of the date of this document. DAMAC disclaims any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this document to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Conduct Authority.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly to the total figure given.