• New Special Purpose Acquisition Company will aim to identify and acquire one or more high-growth, high potential businesses in the MENA region
  • Listing comes to ADX amid the exchange’s record-setting performance in the first quarter of 2022

Abu Dhabi, UAE: ADQ, an Abu Dhabi-based investment and holding company, and Chimera Investments, a leading Abu Dhabi-based private investment firm managing a diversified portfolio of listed and unlisted equities on both local and international markets, announced today they have established ADC Acquisition Corporation PJSC (ADC), the UAE’s first Special Purpose Acquisition Company (SPAC).

ADC plans to raise AED 367 million through an Initial Public Offering (IPO) of 36.7 million shares at an offer price of AED 10.00 per share. Shares will be sold to qualified retail and professional investors in a public subscription in the UAE and listed on the Abu Dhabi Securities Exchange (ADX).

ADC was established by ADQ, through its Alpha Oryx special purpose vehicle, and Chimera Investments as a SPAC for the purpose of identifying and combining one or more businesses. In its search for acquisition opportunities, ADC intends to identify scalable businesses with strong management teams.

The launch of ADC will offer target businesses an opportunity to access capital in Abu Dhabi’s capital markets through a faster, less expensive alternative to the traditional IPO method. These companies will also benefit from access to the extensive, multi-sector expertise and combined network brought by ADQ and Chimera Investments.

ADC will be led by an accomplished board and management team with a strong reputation in the industry and a wide range of complementary knowledge and skills. H.E. Mohamed Hassan Alsuwaidi, Managing Director and CEO of ADQ, will be Chairman of ADC. Syed Basar Shueb, Chairman of Chimera Investments, will be Vice Chairman of ADC.

H.E. Mohamed Hassan Alsuwaidi, Managing Director and CEO of ADQ and Chairman of ADC, stated: “We have partnered with Chimera Investments to launch ADC Acquisition Corporation, a SPAC aiming to target companies in the MENA region that are fast-growing, technology-driven businesses with strong management teams and attractive valuations. Through ADC, we are creating a desirable investment structure in the UAE that is well positioned to identify and consolidate target companies through a differentiated approach, providing private companies a new route to funding from public markets and investors with access to an innovative investment product.”  

Syed Basar Shueb, Chairman of Chimera Investments and Vice Chairman of ADC, added: “With the launch and listing of ADC, Chimera aims to capitalize on ADX’s newly-issued SPAC regulations, offering investors faster access to capital, higher transparency and lower fees. This in turn will increase liquidity and access to financing for MENA-based businesses and reaffirms our leading role in helping to develop the UAE’s capital markets.”

ADX was the first market in the region to introduce comprehensive listing rules under the regulatory framework for SPACs, which was issued by the UAE’s Securities and Commodities Authority (SCA) in February 2022.

The listing of ADC follows a strong performance for ADX in the first quarter of 2022, which was the biggest gainer of the regional stock exchanges. The exchange’s market capitalization reached approximately AED 1.9 trillion at the end of March 2022, up 117.1% from the end of March 2021. Liquidity also increased with total value of shares traded at 101.0 billion and total volume of shares traded at 15.6 billion shares, which grew by 87.4% and 49.7%, respectively, compared to the first quarter of 2021.

The listing is subject to market conditions and customary approvals.

-Ends-

About ADQ

Established in 2018, ADQ is an Abu Dhabi-based investment and holding company with a broad portfolio of major enterprises. Its investments span key sectors of the UAE’s diversified economy including energy and utilities, food and agriculture, healthcare and life sciences, and mobility and logistics, amongst others. As a strategic partner of Abu Dhabi’s government, ADQ is committed to accelerating the transformation of the Emirate into a globally competitive and knowledge-based economy.

For more information, visit adq.ae or write to media@adq.ae. You can also follow ADQ on Twitter, Instagram and LinkedIn.

About Chimera Investments LLC

Established in 2007, Chimera Investments LLC is an Abu Dhabi-based private investment firm managing a diversified portfolio of listed and unlisted equities on both local and regional markets. The firm seeks value-creation opportunities where it can invest proprietary capital and keep in-line with its investment philosophy and key guiding principles. Chimera Investments is part of Abu Dhabi’s Royal Group, a diversified conglomerate of companies comprising over 60 entities and employing 20,000 employees. The Group is active in a breadth of industries including real estate, construction, fast-moving consumer goods, food and beverage, hospitality, aviation, healthcare and general investments.

For more information, about Chimera Investments LLC, please contact:
Marie Peguilhan
E: chimeracapital@kekstcnc.com
chimerainvestment.com

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of ADC Acquisition Company PJSC (the “Company”).

This announcement does not constitute a prospectus, nor an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company, in any jurisdiction, including in the United States, Australia, Canada, Japan or in any jurisdiction in which such offer or solicitation is unlawful.

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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

In the European Economic Area (the "EEA"), this announcement is only addressed to and directed at persons in member states of the EEA who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"). In the United Kingdom, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) together being "Relevant Persons"). This announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or South Africa. 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 contain or constitute an offer of, or the solicitation of an offer to buy, securities to any person in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction in which such offer or solicitation is unlawful. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan.  Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.  No public offering of the securities referred to herein is being made in the United States, Australia, Canada or Japan.

This announcement has not been reviewed, verified, approved and/or licensed by the Central Bank of the UAE, the Securities and Commodities Authority of the UAE, the Abu Dhabi Securities Exchange and/or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE.

This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its investments, including, among other things, the development of its business, trends in its operating environment, and future acquisitions. The forward-looking statements in this announcement speak only as at the date of this announcement. These statements reflect the beliefs of the directors of the Company (including based on their expectations arising from pursuit of the Company’s strategy) as well as assumptions made by the directors of the Company and information currently available to the Company.

Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and none of the Company, ADQ or Chimera, nor any of such person's affiliates or their respective directors, officers, employees, agents and/or advisors, nor any other person(s) accepts any responsibility for the accuracy or fairness of the opinions expressed in this announcement or the underlying assumptions and expressly disclaim 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. Actual events or conditions are unlikely to be consistent with, and may differ significantly from, those assumed. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to update, supplement, amend or revise any forward-looking statements. You are therefore cautioned not to place any undue reliance on forward-looking statements.

Any subscription or purchase of shares in the potential offering should be made solely on the basis of information contained in the prospectus which may be issued by the Company in connection with the offering. The information in this announcement is subject to change. Before subscribing for or purchasing any shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the prospectus, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any 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, or act as any inducement to enter into, any contract or commitment whatsoever.

The Company may decide not to go ahead with the potential offering and there is therefore no guarantee that a prospectus will be published, the offering will be made or listing on the Abu Dhabi Securities Exchange will occur. Potential investors should not base their financial decision on this announcement. 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 investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the potential Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the potential offering for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

Neither ADQ or Chimera nor any of their respective affiliates and/or any of their or their affiliates' directors, officers, employees, advisers and/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) and/or any other information relating to the Company, its subsidiaries or its 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 the announcement or its contents or otherwise arising in connection therewith.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

This announcement is not a prospectus and not an offer of securities for sale in any jurisdiction, including in or into the United States, Canada, Japan, the United Arab Emirates or Australia.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the potential offering will be made, and any investor should make its investment decision solely on the basis of the information that is contained in the prospectus which may be published by ADC Acquisition Corporation PJSC in due course in connection with the admission of its shares and warrants to trading on the Abu Dhabi Securities Exchange.