• A total of 3.25 billion shares, equivalent to 6.5% of DEWA’s existing shares, will be offered, with the Selling Shareholder reserving the right to increase the size of the Offering
  • Emirates Investment Authority, ADQ, UAE Strategic Investment Fund, Multiply Group, Alpha Dhabi Partners and Investment Holdings Est. to become cornerstone investors in the IPO with a total commitment of up to c. AED 4.7 billion (c. US$ 1.3 billion)
  • The IPO subscription period starts today and runs until 2 April 2022 for the UAE Retail Offering and 5 April 2022 for the Qualified Investor Offering
  • The final offer price will be determined through a book building process and is expected to be announced on 6 April 2022
  • Admission of the shares to trading on the DFM is expected on 12 April 2022

His Excellency Saeed Mohammed Al Tayer, Managing Director & Chief Executive Officer of DEWA, said:

“DEWA has a fundamental role to play in the growth of Dubai’s economy and is central to the Emirate’s transition to net zero carbon emissions by 2050. This IPO represents an opportunity for investors to participate in a unique growth story that is underpinned by the ambition of Dubai and the United Arab Emirates. Since announcing our intention to float on the Dubai Financial Market last week, we have received strong interest from local and international investors that recognise our determination to shape a green future for Dubai. This interest also reflects the confidence in DEWA, which keeps pace with Dubai’s expanding economy and population by developing a world-class competitive infrastructure to consolidate Dubai’s position as a global city and provide electricity and water services according to the highest global standards of availability, reliability, quality and efficiency, while maintaining a world-class governance system and continuous record of good governance across all its operations. We are looking forward to welcoming our new shareholders when we formally list in the coming weeks.”

Dubai Electricity and Water Authority PJSC (“DEWA” or “the Company” or “the Group”), the exclusive provider of electricity and potable water in Dubai and the majority owner of Empower, the world's largest district cooling services operator by connected capacity, announces the price range and start of the subscription period for its initial public offering (“IPO or the “Offering”) on the Dubai Financial Market (“DFM”).

DETAILS OF THE OFFERING PRICE RANGE

The price range for the Offering has been set at between AED 2.25 and AED 2.48 per share.

A total of 3.25 billion shares, equivalent to 6.5% of DEWA’s existing shares, will be offered, with the Selling Shareholder reserving the right to increase the size of the Offering at any time prior to the end of the subscription period at its sole discretion, subject to applicable laws and approval of the Securities & Commodities Authority (SCA). All shares to be offered shall represent the sale of existing shares held by the Government of Dubai.

The total Offering size is expected to be between AED 7.31 billion (US$ 1.99 billion) and AED 8.06 billion (US$ 2.19 billion), implying a market capitalisation at listing of between AED 112.50 billion (US$ 30.63 billion) and AED 124.00 billion (US$ 33.76 billion), which would make DEWA the largest company on the DFM by market capitalisation.

SUBSCRIPTION PROCESS

As previously announced, the Offering is available to the following subscribers:

  • to individual and other investors and to eligible DEWA employees (as defined in the UAE Prospectus) as part of the UAE Retail Offering and;
  • to professional investors and other investors in a number of countries outside the United States of America, including in the UAE, as part of the Qualified Investor Offering.

The IPO subscription period starts today and runs until 2 April 2022 for the UAE Retail Offering and 5 April 2022 for the Qualified Investor Offering.

The final offer price will be determined through a book building process and is expected to be announced on 6 April 2022.

The completion of the Offering and Admission is currently expected to take place on 12 April 2022, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval of Admission to listing and trading on the DFM.

Details of the Offering are available in the UAE Prospectus with respect to the UAE Retail Offering and the English-language International Offering Memorandum with respect to the Qualified Investor Offering. The UAE Prospectus and the International Offering Memorandum are available at www.dewa.gov.ae/ipo. There is also a dedicated IPO call centre number: 800-DEWA-IPO (800-3392476).

CORNERSTONE INVESTORS

On 23 March 2022, the Company entered into cornerstone investment agreements with the Emirates Investment Authority (through one of its investment vehicles), ADQ (through one of its investment vehicles), the UAE Strategic Investment Fund, the Multiply Group (through one of its investment vehicles), Alpha Dhabi Partners Holding LLC, and Investment Holdings Est. (together, the “Cornerstone Investors”), pursuant to which each of the Cornerstone Investors severally (and neither jointly nor jointly and severally) has committed to purchase shares in the Qualified Investor Offering at the Offer Price. In aggregate, the Cornerstone Investors have committed up to c. AED 4.7 billion (c. US$ 1.3 billion) to the IPO, subject to the final offer price and based on the current offer size, with their shares subject to a 180-day lock-up arrangement.  

Emirates Investment Authority (“EIA”) is the only sovereign wealth fund for the Federal Government of UAE. As a custodian of the Federal assets of the United Arab Emirates, EIA is mandated to strategically invest funds allocated by the Federal Government to create long-term value for the UAE and contribute to the future prosperity of the country.

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.

Subsequent to HH Sheikh Maktoum bin Mohammed bin Rashid Al Maktoum’s announcement on the planned Listing of 10 Government-owned companies on the DFM, the UAE Strategic Investment Fund 1 SP was established to act as a strategic long-only investor in key Dubai IPOs. The UAE Strategic Investment Fund 1 SP is a segregated portfolio of Emirates NBD AM SPC managed by Emirates NBD Asset Management, one of the largest and longest established asset managers in the Middle East with an established track record of investing in, amongst other asset classes, listed equities within the MENA region via segregated mandates and mutual funds.

Multiply Group is an Abu Dhabi-based holding company with global presence and its activities include, among other things, making investments in infrastructure projects, investment in institutions and management of commercial enterprises.

Alpha Dhabi Holding PJSC is a UAE listed conglomerate, established in 2013, and is one of the fastest growing Abu Dhabi based investment holding companies, with more than 100 businesses spread across healthcare, agriculture, petrochemicals and other industries as well as real estate, construction and hospitality. With over 85,000 employees, ADH is a strategic contributor to the UAE economy and is committed to drive continuous growth for its stakeholders through investments in emerging businesses, supporting innovation and diversity.

Established in 2003 and headquartered in Abu Dhabi, Investment Holdings Establishment is a leading conglomerate with numerous investments across a range of sectors.

Emirates NBD Capital Limited has been appointed as the Financial Advisor while Moelis & Company UK LLP DIFC Branch has been appointed as the Independent Financial Advisor to DEWA.

Citigroup Global Markets Limited, Emirates NBD Capital Limited and HSBC Bank Middle East Limited have been appointed as Joint Global Coordinators, and Credit Suisse International, EFG-Hermes UAE Limited, First Abu Dhabi Bank PJSC and Goldman Sachs International have been appointed as Joint Bookrunners.

Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC, Ajman Bank, Al Maryah Community Bank L.L.C, Dubai Islamic Bank, Emirates Islamic Bank, First Abu Dhabi Bank, Mashreq Bank and Sharjah Islamic Bank have been appointed as Receiving Banks.

The Internal Sharia Supervision Committees of Emirates NBD Bank PJSC and HSBC Bank Middle East Limited have issued pronouncements confirming that, in their view, the Offering is compliant with Shariah principles. Investors may not rely on these pronouncements and should undertake their own due diligence to ensure that the Offering is Shariah compliant for their own purposes.

-Ends-

MEDIA ENQUIRIES

DEWA

Brunswick Group (Financial Communications Advisor)

media@dewa.gov.ae

 

Rupert Young / Jeehan Balfaqaih / Edward Moore

dewa@brunswickgroup.com

INVESTOR RELATIONS ENQUIRIES: dewainvestors@dewa.gov.ae

FINANCIAL ADVISOR:
Emirates NBD Capital Limited

INDEPENDENT FINANCIAL ADVISOR
Moelis & Company UK LLP DIFC Branch

JOINT GLOBAL COORDINATORS
Citigroup Global Markets Limited
Emirates NBD Capital Limited
HSBC Bank Middle East Limited

JOINT BOOKRUNNERS
Credit Suisse International
EFG-Hermes UAE Limited
First Abu Dhabi Bank PJSC
Goldman Sachs International

LEAD RECEIVING BANK
Emirates NBD Bank PJSC
Dedicated IPO call centre number: 800-DEWA-IPO (800-3392476)

ABOUT DEWA

DEWA was created in 1992 as a result of the merger of the Dubai Electricity Company and the Dubai Water Department. DEWA is the exclusive electricity and water utility provider in Dubai. The Group generates, transmits and distributes electricity and potable water to end users throughout Dubai.

DEWA owns 70% of Empower, currently the world’s largest district cooling services provider by connected capacity, and owns, manages, operates and maintains district cooling plants and affiliated distribution networks across Dubai.

The Group also comprises a number of other businesses including Mai Dubai, a manufacturer and distributor of bottled water, Digital DEWA, a digital business solutions company, and Etihad ESCO, a company focused on the development and implementation of energy efficient solutions.

DEWA has grown along with Dubai’s expanding economy, population and infrastructure, as Dubai’s fast pace of development has resulted in a rapid increase in the demand for electricity and water. With the highest standards of efficiency, quality, and availability, DEWA is ready to meet the increasing demand for electricity and water in the Emirate, which is planning to grow from around 3.5 million people today to 5.8 million people by 2040.

DEWA is therefore both integral to, and benefits from, Dubai’s past and current economic growth, while also playing a key role in Dubai’s green energy transition process, which is a central pillar of the Group’s strategic direction.

The Group currently has approximately 11.4% of its power capacity from clean energy sources, which is the highest proportion of energy from clean sources in the region (as compared to other regional utility companies). DEWA supports the Dubai Net Zero Carbon Emissions Strategy 2050 and is well-aligned to the Dubai Clean Energy Strategy 2050, which aims to provide 100% of Dubai’s energy production capacity from clean energy sources by 2050. The Group also expects to supply 100% of water capacity from desalinated water by 2030 using clean energy and waste heat.

DISCLAIMER

The information contained in this announcement is for background purposes only and does not purport to be full or complete. 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. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of DEWA to proceed with the IPO or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. None of the Joint Global Coordinators, the Joint Bookrunners, Moelis & Company UK LLP DIFC Branch (“Moelis & Company”) and/or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers and/or agents are responsible for the contents of this announcement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares 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 or act as an inducement to enter into, any contract or commitment whatsoever. Investors should not purchase any shares referred to in this announcement except on the basis of information in the International Offering Memorandum to be published by DEWA in due course in connection with the proposed admission of the shares to listing and trading on the Dubai Financial Markets. The IPO and the distribution of this announcement and other information in connection with the IPO in certain jurisdictions may be restricted by law and persons into whose possession this announcement, 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 contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America, Australia, Canada, South Africa, the United Arab Emirates or Japan, or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States of America unless registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of the United States of America, Australia, Canada, South Africa 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, South Africa or Japan. There will be no public offer of the securities in the United States of America or any jurisdiction other than the UAE. Copies of this announcement are not being, and should not be, distributed in or sent into the United States of America, Australia, Canada, South Africa, the United Arab Emirates or Japan.

In the European Economic Area (the “EEA”), this announcement and this Offering are 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) (“EU Qualified Investors”). In the United Kingdom, this announcement and this Offering are 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 (“UK Qualified Investors”). This announcement must not be acted or relied on (i) in any member state of the EEA, by persons who are not EU Qualified Investors and (ii) in the United Kingdom, by persons who are not UK Qualified Investors. Any securities, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities, and any investment activity, to which this announcement relates (i) in any member state of the EEA is available only to, and may be engaged in only with, EU Qualified Investors; and (ii) in the United Kingdom is available only to, and may be engaged only with, UK Qualified Investors.

In the United Kingdom, this document is for distribution only to (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) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; (iii) persons outside of the United Kingdom or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated (all such persons together being “Relevant Persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

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 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, including the Financial Services Regulatory Authority, a regulatory authority of the Abu Dhabi Global Market (“ADGM”), and the Dubai Financial Services Authority, a regulatory authority of the Dubai International Financial Centre (“DIFC”), or any other authority in any other jurisdiction.

Exempt offer statement (DIFC): This announcement relates to a potential Exempt Offer which may be made in the DIFC in accordance with the Dubai Financial Services Authority’s (“DFSA”) Rulebook. It is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this announcement nor taken steps to verify the information set out in it and has no responsibility for it. The securities to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers and subscribers of the securities referred to herein should conduct their own due diligence on the securities. If you do not understand the contents of this announcement, you should consult an authorised financial adviser.

This announcement is for distribution only to persons who (a) are outside the Dubai International Financial Centre, (b) are persons who meet the Professional Client criteria set out in Rule 2.3.4 of the DFSA Conduct of Business Module or (c) are persons to whom an invitation or inducement in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

Exempt Offer Statement (ADGM): This announcement relates to a potential Exempt Offer which may be made in accordance with the Market Rules of the ADGM Financial Services Regulatory Authority. This announcement is intended for distribution only to persons of a type specified in the Market Rules. It must not be delivered to, or relied on by, any other person. The ADGM Financial Services Regulatory Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The ADGM Financial Services Regulatory Authority has not approved this announcement nor taken steps to verify the information set out in it, and has no responsibility for it. The securities to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities referred to herein should conduct their own due diligence on the securities. If you do not understand the contents of this announcement you should consult an authorised financial advisor.

This announcement is for distribution only to persons who (a) are outside the Abu Dhabi Global Market, or (b) are Authorised Persons or Recognised Bodies (as such terms are defined in the Financial Services and Markets Regulations 2015 (“FSMR”)), or (c) are 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 (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

Notice to Prospective Investors in the Kingdom of Saudi Arabia: This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations (the “Saudi Regulations”) issued by the Board of the Capital Market Authority (the “Capital Market Authority”) pursuant to resolution number 3-123-2017, dated 27 December 2017G (as amended by resolution of the Board of the Capital Market Authority number 1-7-2021, dated 14 January 2021G).

The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities referred to herein should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorised financial advisor.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the securities to which this announcement relates have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities to be issued in the Offering is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities.

Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.

In connection with the withdrawal of the United Kingdom from the European Union, the Joint Global Coordinators and the Joint Bookrunners may, at their discretion, undertake their obligations in connection with the potential Offering by any of their affiliates based in the EEA

If you do not understand the contents of this announcement you should consult an authorized financial adviser.

None of the Selling Shareholder, DEWA, the Joint Global Coordinators, the Joint Bookrunners, Moelis & Company, and/or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) 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 this announcement) or any other information relating to DEWA 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.

This announcement does not constitute a recommendation concerning the IPO. The price and value of securities and any income from them can go down as well as up and, in the worst case, you could lose your entire investment. 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 DEWA, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus and the International Offering Memorandum prepared for the IPO, when published. There is no guarantee that the IPO will take place and potential investors should not base their financial or investment decisions on the intentions of DEWA or any other person in relation to the IPO at this stage. Potential investors should consult a professional adviser as to the suitability of the IPO for the person(s) concerned.

This announcement contains “forward looking” statements, beliefs or opinions, including statements with respect to the business, financial condition, results of operations, liquidity, prospects, growth, strategy and plans of DEWA, and the industry in which DEWA operates. These forward looking statements involve known and unknown risks and uncertainties, many of which are beyond DEWA's control and all of which are based on the Company’s 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 and involve predictions. 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 DEWA with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to DEWA's business, concerning, amongst other things, the results of operations, financial condition, prospects, growth and strategies of DEWA and the industry in which it operates.

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 DEWA. 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 announcement. The Selling Shareholder, DEWA, the Joint Global Coordinators, the Joint Bookrunners and Moelis & Company and/or their respective affiliates, expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward looking statements contained in this announcement 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.

Each of Moelis & Company and ENBD are regulated by the DFSA, each of Citigroup Global Markets Limited, Credit Suisse International and Goldman Sachs International is authorised by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority in the United Kingdom, HSBC Bank Middle East Limited is lead-regulated by the DFSA and regulated by the Central Bank of the United Arab Emirates and the Securities and Commodities Authority of the United Arab Emirates for licensed activities in on shore United Arab Emirates, EFG Hermes UAE Limited is authorised and regulated by the DFSA and First Abu Dhabi Bank PJSC is authorised and regulated in the United Arab Emirates by the Central Bank of the United Arab Emirates and the Securities and Commodities Authority of the United Arab Emirates.

The Joint Global Coordinators, the Joint Bookrunners and Moelis & Company are acting exclusively for the Company and the Selling Shareholders 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 and the Selling Shareholders 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 Joint Global Coordinators, the Joint Bookrunners, and any of their affiliates, may take up a portion of the Shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the International Offering Memorandum, 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 Joint Global Coordinators, the Joint Bookrunners and any of their affiliates acting in such capacity. In addition, certain of the Joint Global Coordinators, the Joint Bookrunners or their affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they or their affiliates may from time to time acquire, hold or dispose of Shares. None of the Joint Global Coordinators, the Joint Bookrunners 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.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL OR MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT REGULATIONS OF SUCH JURISDICTION.

This announcement is not a prospectus and not an offer of securities for sale or subscription in any jurisdiction, including in or into the United States of America, Canada, Japan, South Africa, 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 (the “Offering”) will be made pursuant to, and any investor should make its investment decision solely on the basis of the information that is contained in, the international offering memorandum (the “International Offering Memorandum”) which may be published by Dubai Electricity and Water Authority PJSC (“DEWA”) in due course in connection with the admission of its ordinary shares to trading on the Dubai Financial Markets (“DFM”).

The International Offering Memorandum, if published, will be addressed only to certain professional investors located within certain jurisdictions and will be in compliance with the laws and regulations of such jurisdictions. The International Offering Memorandum has not been, and will not be, approved by the Securities and Commodities Authority (the “SCA”) of the United Arab Emirates (the “UAE”) and the information contained in the International Offering Memorandum (if published) will not form part of any prospectus which may be published in connection with an offering of shares to retail investors in the UAE. The review of the International Offering Memorandum and any related advertisements does not fall under the SCA’s remit or jurisdiction.