Dubai Parks and Resorts Launches Initial Public Offering

AED 2.5 billion Offering now open to investors

Dubai Parks and Resorts PJSC (under incorporation) (“Dubai Parks and Resorts” or the “Company”), a subsidiary of Meraas Holding LLC (“Meraas Holding”), today launched its Initial Public Offering (“IPO” or the “Offering”) on the Dubai Financial Market.  The Offering, which will comprise 2,528,731,083 ordinary shares, represents 40 per cent. of the Company’s post-offer issued share capital.  The shares will be priced at AED 1.00 per share, plus AED 0.01 per share in offer costs, inferring a total offer size of approximately AED 2.5 billion which, when added to the ordinary shares to be applied for by Meraas Holding, will result in a total market capitalisation on listing of approximately AED 6.3 billion.

Dubai Parks and Resorts will be a multi-themed leisure and entertainment destination comprising three separate theme parks:  motiongate™, a Hollywood inspired theme park concept based on major DreamWorks and Sony Pictures movies; LEGOLAND® Dubai, the first LEGOLAND® theme park in the Middle East; and Bollywood Parks™, a first-of-its-kind entertainment destination that will showcase the authentic Bollywood movie experience.

The development will also host Hotel Lapita, a four star resort hotel which will be managed by a Marriott Corporation company, and Riverpark™, a complementary and centrally located retail, dining and entertainment district connecting the three theme parks and hotel. Strategically located close to the Palm Jebel Ali between Dubai and Abu Dhabi, the project is due for completion before the end of 2016, and the total estimated number of visits in the first full year of operation in 2017 is approximately 6.7 million.

Commenting on the IPO, Raed Al Nuaimi, Chief Executive Officer of Dubai Parks and Resorts, said, “The Middle East is forecast to be the fastest growing region for inbound tourism in the world, with visitor numbers nearly trebling to 149 million by 2030.  Dubai is ideally located to benefit from the growing level of tourism and is already the fifth most visited city in the world with 11.95 million visitors as of July 2014.  Three billion people live within a four hour flight radius of Dubai which already offers complementary world class leisure and entertainment options.

“The United Arab Emirates, the MENA region and the Indian subcontinent are relatively underpenetrated in the theme park sector compared to other global markets.  The region currently doesn’t offer an integrated multi-themed international theme park destination backed by a portfolio of world-leading leisure and entertainment brands.  We see significant opportunity in creating a year-round global leisure and entertainment destination catering to tourists from the Middle East, Asia and globally.  We are excited by the growth prospects of Dubai Parks and Resorts as our experienced management team build what will become a world class theme park destination.” 

About the Offering:

The Offering comprises an offering of Shares (i) in the United Arab Emirates (A) to natural persons who are citizens of any country (with the exception of persons located in the United States as defined in the US Securities Act of 1933, as amended), (B) to juridical persons and (C) in accordance with the UAE Council of Ministers’ Resolution No. 8 of 2006, to the Emirates Investment Authority (together the “UAE Offer”) and (ii) outside the United States to institutional investors in reliance on Regulation S under the Securities Act (the “Qualified Institutional Offering”).  Full details of the Offering will be included in a UAE Prospectus (in respect of the UAE Offer) and an International Offering Memorandum (in respect of the Qualified Institutional Offering), expected to be published in due course.

The UAE Offer will comprise a minimum of 35% of the Shares on offer in the Offering, to be allocated as follows:

(a) 10% to natural persons, with a minimum subscription application size of 5,000 Shares and a maximum application size of 4,999,999 Shares; and

(b) 25% to certain types of juridical persons and high net worth individuals, with a minimum subscription application size of 5,000,000 Shares.

In addition, the Emirates Investment Authority (the “EIA”) has the right to subscribe for 5% of the Shares in the Offering.  If, however, the EIA decides not to subscribe, such Shares will be made available to natural persons on the basis described in (a) above.

Allocations pursuant to the UAE Offer will be carried out on a pro rata basis, subject to the EIA’s right to a 5% allocation.

The Qualified Institutional Offering will comprise up to 60% of the Shares on offer in the Offering, with a minimum subscription application size of 10,000,000 Shares.  The allocation pursuant to the Qualified Institutional Offering will be determined at the discretion of the Company.

Offering Subscription:

Individual investors based in the UAE, who meet the eligibility requirements as set out in the UAE Prospectus, (available for download from www.dpripo.com and from the receiving banks listed below) are able to subscribe for the UAE Offer, which will be open for subscription from 17 November to 30 November 2014. There are three ways for investors to apply to the UAE Offer:

1) In person at Lead Receiving Bank Emirates NBD and the following Receiving Banks and Financial Institutions throughout the offer period: Abu Dhabi Commercial Bank, Abu Dhabi Islamic Bank, Emirates Islamic Bank, Finance House, Mashreqbank, Noor Bank and Union National Bank.

2) Online via the DFM eIPO platform, http://www.dfm.ae/misc/ipages/eipo.aspx provided a valid iVESTOR Card which is activated and provided sufficient funds is held. To obtain an iVESTOR card, please contact DFM Customer Services on +971 4 305 5555.

3) In the case of Emirates NBD and Emirates Islamic Bank customers, subscriptions can be made through Emirates NBD and Emirates Islamic Bank automated teller machines (ATMs), online and mobile banking services.

Further information on how individual investors can subscribe for the IPO can be found on the Dubai Parks and Resorts IPO website (www.dpripo.com).

For further information please contact:

Dubai Parks and Resorts

Main line: +971 4 511 4500

Emirates Financial Services

P.O. Box 2336, Dubai, UAE

Hitesh Asarpota, Director

Prasad Chari, Director

Farhan Rizvi, Director

Main line: + 971 4 303 2800

Goldman Sachs

P.O. Box 506588, Dubai, UAE

Richard Cormack, Managing Director

Hazem Shawki, Managing Director

Kenneth Calleja, Executive Director

Main line UAE: +971 4 376 3444

Main line UK: +44 207 774 1000

HSBC Bank Middle East Limited

P.O. Box 502601, Dubai, UAE

Anshul Gupta, Managing Director

Samer Deghaili, Director

Nick Uzel, Director

Ali Razvi, Director

Main line: +971 4 423 5115

EFG Hermes UAE Limited

P.O. Box 30727, Dubai, UAE

Mohamed Ebeid, Managing Director

Ahmed El Guindy, Managing Director

Mohammed Fahmi, Director

Hisham Halbouny, Director

Main line: +971 4 363 4000

SHUAA Capital

P.O. Box 31045, Dubai, UAE

Karim Schoeib, CEO – Investment Banking

Rania Fathallah, Managing Director

Main line: +971 4 330 3600

FTI Consulting

(Public Relations to the Company)

John Hobday, Senior Managing Director

Jon Earl, Managing Director

Neil Doyle, Senior Managing Director

john.hobday@fticonsulting.com / +971 4 437 2107

jon.earl@fticonsulting.com / +971 4 437 2104

neil.doyle@fticonsulting.com / +44 (0)20 3727 1141

DISCLAIMERS

The contents of this announcement have been prepared by and are the sole responsibility of Dubai Parks and Resorts PJSC (under incorporation) (the “Company”).

The information contained in this announcement is for background purposes only and does not purport to be full or complete.  This announcement is not an offer of shares in the Company (“Shares”) for sale or a solicitation of an offer to purchase the Shares in the United Arab Emirates (the “UAE”), the Dubai International Financial Centre (the “DIFC”) and/or elsewhere. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

The distribution of this announcement may be restricted by law in certain jurisdictions, and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction.  Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer to sell or solicitation of an offer to purchase or subscribe for the Shares in the United States, Australia, Canada, Japan or any other jurisdiction in which such offer or solicitation is unlawful. Any offer to acquire the Shares will be made, and any investor should make his investment, solely on the basis of information that will be contained in a prospectus to be published in connection with such offering. However, these materials (including the prospectus) do not constitute or form a part of any offer to sell or solicitation of an offer to purchase or subscribe for the Shares where such offer or sale would be unlawful.

The Shares mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction in the United States. The Shares may not be offered or sold in the United States. There will be no public offer of securities in the United States or any other jurisdiction other than the UAE.

This announcement does not contain or constitute a financial promotion, offer, sale or delivery of shares or other securities under DIFC Markets Law (DIFC Law No. 12 of 2004), as amended or under the Markets Rules of the Dubai Financial Services Authority.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended from time to time (the Order) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) certified high net worth individuals and certified and self-certified sophisticated investors as described in Articles 48, 50, and 50A respectively of the Order or (v) persons to whom this communication may otherwise be lawfully communicated (all such persons together being referred to as relevant persons). Any investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This communication is distributed in any member state of the European Economic Area (the “EEA”) which applies Directive 2003/71/EC (this Directive together with any amendments thereto including Directive 2010/73/EU to the extent implemented in such member state of the EEA and 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.

Any purchase of Shares in the proposed initial public offering by the Company (the “Offering”) should be made solely on the basis of the information contained in the final UAE prospectus (in the case of the UAE Offer) or the International Offering Memorandum (in the case of the Qualified Institutional Offering) to be issued by the Company in connection with the Offering (together the “Prospectuses”).  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.

The Offering timetable, including the date of admission of the Company to the Dubai Financial Market (“Admission”), may be influenced by things such as market conditions.  There is no guarantee that Admission will occur and you should not base your financial decisions on the Company’s intentions in relation to Admission at this stage.  Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.  Persons considering making such investments should consult an authorised person specialising in advising on such investments.  This announcement does not constitute a recommendation concerning the Offering.  The value of shares can decrease as well as increase.  Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”.  These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations 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 and involve predictions. Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s and its subsidiaries’ business, results of operations, financial position, liquidity, prospects, growth or strategies.  Forward-looking statements speak only as of the date they are made and cannot be relied upon as a guide to future performance.

In respect of the Offering, Emirates Financial Services PSC, Goldman Sachs International and HSBC Bank Middle East Limited are acting as Joint Global Coordinators and Joint Bookrunners (together the “Joint Global Coordinators”). EFG Hermes UAE Limited is acting as Joint Bookrunner (together with the Joint Global Coordinators referred to as the “Joint Bookrunners”). SHUAA Capital psc (“SHUAA Capital”) is acting as Co-Manager (together with the Joint Bookrunners, the “Managers”). Each of the Managers and the Company and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

The Managers are acting exclusively for the Company and no-one else in connection with the Offering.  They will not regard any other person as their respective clients in relation to the  Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, each of the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and other securities of the Company or related investments in connection with the Offering or otherwise.  Accordingly, references in the Prospectuses, once published, to the Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Managers any of their affiliates acting as investors for their own accounts.  In addition, certain of the Managers or their affiliates may enter into financing arrangements and swaps in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Managers nor 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 Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information 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.

If you do not understand the contents of this document you should consult an authorised financial adviser.

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1 UN World Tourism Organisation’s Tourism Highlights, 2014 Edition

2 MasterCard 2014 Global Destination Cities Index

3 PricewaterhouseCoopers analysis based on World Bank data and direct flying times