Offer by Meraas to acquire DXB Entertainments

On 9 February 2021, Meraas Leisure and Entertainment LLC (“Meraas”) launched its offer (“Offer”) to acquire 100% of the issued and paid-up ordinary share capital of DXB Entertainments PJSC (“DXBE”). Under the terms of the Offer, holders of shares in DXBE will be entitled to receive AED 0.08 in cash for each DXBE share they hold. Meraas has also agreed to acquire the senior bank debt of DXBE and subsequently convert this debt into new shares of DXBE at a conversion price of AED 0.08 per share, being the same price of the Offer. The Board of Directors of DXBE recommends to shareholders to accept the Offer and attend the General Assembly on 9 March 2021 to vote in favour of the resolutions required to implement the Offer. This section of the website contains all the relevant documents relating to the Offer and details of the actions required by  DXBE shareholders. For further information, please send an email to IR@dxbe.ae.

Date Details Download
20.12.2020 Notification of Receipt of Intention to Make a Conditional Offer image description
20.12.2020 Offer Announcement - Arabic image description
20.12.2020 Offer Announcement - English image description
30.12.2020 Results of DXB Entertainments PSJC Board of Directors Resolution by Circulation image description
31.01.2021 Bond Convertible Notification image description
9.02.2021 DXBE Board Recommends to Shareholders Cash Offer- Arabic image description
9.02.2021 DXBE Board Recommends to Shareholders Cash Offer- English image description
9.02.2021 DXBE Transaction Presentation- Arabic image description
9.02.2021 DXBE Transaction Presentation- English image description
9.02.2021 Meraas Offer to DXBE Press Release- Arabic image description
9.02.2021 Meraas Offer to DXBE Press Release- English image description
9.02.2021 Circular of the Opinion of the Board- English- Arabic image description
9.02.2021 Offer Document- Arabic image description
9.02.2021 Offer Document- English image description
9.02.2021 DXBE Acceptance Form- Arabic image description
9.02.2021 DXBE Acceptance Form- English image description
17.02.2021 DXB Entertainments PJSC - Q&A Meraas Offer image description
24.02.2021 Steps to be followed for filling the proxy form EA image description
24.02.2021 Steps Required by Shareholders EA image description
24.02.2021 Steps to be followed for e-voting EA image description

IMPORTANT NOTICE

Welcome to the website dedicated to providing information on the conditional cash offer received from Meraas Leisure and Entertainment LLC (Meraas) to acquire 100% of the issued and paid-up ordinary share capital of DXB Entertainments PJSC (DXBE) (the Offer).

If you would like information on the Offer please read the following notice carefully; it applies to all persons who view this part of the website and its links and, depending on who you are and where you live, it may affect your rights.

Please note that the terms set out below may be altered or updated at any time; you should read it in full each time you visit this part of the website.

This website contains information on the Offer. Due to legal restrictions, viewing this information is not allowed if you are resident in the United States or any other country that renders the accessing of such documents and information unlawful, whether or not subject to making certain notifications or taking of other action. Accordingly, you represent that you are not a national or resident of the United States or such other relevant country, and that DXBE is lawfully entitled to make the content of this website available to you under applicable securities laws. If you are unable to give this representation then please do not view the content of this website.

If you are not resident in the United States or such other relevant country, you may access the documents on this site, but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction, including the obtaining of governmental or other consents which may be required or observing any other formalities of such jurisdiction.

The contents of this website may be amended at any time in whole or in any part at the sole discretion of DXBE.

The information contained in the following parts of this website is for information only and does not constitute an offer to purchase any securities.

The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the offer document from Meraas published on 9 February 2021 in connection with the Offer (the Offer Document) and the acceptance form in relation to the Offer (the Acceptance Form). The opinion of the board of directors of DXBE on the Offer is set out in the circular opinion of the board of directors of DXBE published on 9 February 2021 (the Circular Opinion). In deciding whether or not to accept the Offer, shareholders of DXBE should rely only on the information contained, and procedures described, in the Offer Document, the Acceptance Form and the Circular Opinion.

DXBE SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE OFFER DOCUMENT, THE ACCEPTANCE FORM AND THE CIRCULAR OPINION BECAUSE THEY CONTAIN IMPORTANT INFORMATION.

The documents on this website (including information incorporated by reference in such documents), oral statements made regarding the Offer, and other information published by DXBE (or any of DXBE’s affiliates) contain statements that are, or may be deemed to be, “forward-looking statements”. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which DXBE operates in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward-looking statements contained in such documents relate to DXBE’s future prospects, developments and business strategies, expectations in relation to the timing of the Offer and other statements that are not historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects” “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies; (iii) the effects of global economic conditions and governmental regulation on Meraas’ or DXBE’s business; and (iv) steps in the transaction process the outcome of which is dependent on third party acts/omissions or is otherwise beyond Meraas’ and/or DXBE’s control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may occur in the future. These events and circumstances include changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and/or regimes and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither DXBE, nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in such documents shall actually occur. Given these risks and uncertainties, shareholders of DXBE should not place any reliance on forward-looking statements.

Unless otherwise determined by DXBE and permitted by applicable law and regulation, neither copies of any and all information or documents containing information originating from this website nor any other documents related to the Offer are being, or may be, mailed or otherwise forwarded, distributed or sent in, into or from the United States or any other country that renders the accessing of such documents and information unlawful and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from such jurisdictions.

CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF DISCLAIMER

I have read and understood the terms set out above. I understand that it may affect my rights. I agree to be bound by these terms. I confirm that I am permitted to proceed to the following parts of this site.