The Investment Corporation of Dubai commits to subscribe for its pro rata proportion of the total number of new shares to be issued pursuant to the Rights Issue of Emirates NBD

Dubai, UAE: Emirates NBD Bank PJSC ("Emirates NBD") refers to the announcement dated 17 October 2019 relating to the launch of its strategic Rights Issue to raise up to AED 6,450,000,000 (the "Rights Issue Announcement"). Unless otherwise defined, all capitalised terms used herein shall have the same meanings given to them in the Rights Issue Announcement.

Emirates NBD announced today that the Investment Corporation of Dubai ("ICD"), being the principal shareholder in Emirates NBD holding approximately 55.76% of the issued share capital of Emirates NBD, fully supports the Rights Issue and has agreed to exercise its rights to subscribe for its pro rata proportion of the total number of new shares to be issued pursuant to the Rights Issue. Following completion of the Rights Issue, ICD will continue to be the principal shareholder in Emirates NBD.

Enquiries: Please contact Emirates NBD's call centre at +971 4 316 0066.

Legal Disclaimer 

This announcement has been issued by and is the sole responsibility of Emirates NBD.  No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Citi, ENBD Capital or Morgan Stanley, or by any of their respective affiliates or agents, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any Eligible Person or its advisers, and any liability therefor is expressly disclaimed.

This announcement has not been reviewed or approved by the UAE Securities and Commodities Authority. The information set out in this announcement has not been verified by any regulatory authority, including the UAE Securities and Commodities Authority or the DFM.  The purchase of securities in a company involves financial risk.  Before deciding to trade in your rights and/or buy any securities and/or if you do not understand the contents of this announcement, you should (a) consult a financial advisor and obtain your own financial advice and (b) ensure that you have read carefully the Invitation.

This announcement and the information contained herein is not an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan.  The securities discussed herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and accordingly may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to registration of the securities under the Securities Act or 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 securities discussed herein will only be offered and sold outside the United States in offshore transactions pursuant to Regulation S under the Securities Act.  There will be no public offer of securities in the United States.

The information contained herein does not constitute or form part of any offer or solicitation to purchase or subscribe for any securities in Emirates NBD nor should it form the basis of, or be relied upon in connection with, any decision or commitment to purchase or subscribe for any securities in Emirates NBD.  The securities discussed herein will not be offered in any jurisdiction other than in compliance with the applicable laws, rules and regulations governing the issue, offering the sale of securities to the public.

Emirates NBD is not taking any action to permit an offering of the securities discussed herein in any jurisdiction outside the United Arab Emirates.  This announcement is only directed at Eligible Persons. The securities are only available to, and an invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with Eligible Persons. 

Citi is advising Emirates NBD regarding structuring, sizing and pricing of the Rights Issue and no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than Emirates NBD for providing the protections afforded to clients of Citi nor for giving advice in relation to the Rights Issue or in relation to any matter, transaction or arrangement referred to in this announcement or the Invitation.

 

ENBD Capital is acting exclusively as Lead Manager and Bookrunner for Emirates NBD for the purposes of the Rights Issue, as well as advising Emirates NBD regarding structuring, sizing and pricing of the Rights Issue, and no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than Emirates NBD for providing the protections afforded to clients of ENBD Capital nor for giving advice in relation to the Rights Issue or in relation to any matter, transaction or arrangement referred to in this announcement or the Invitation

Morgan Stanley is advising Emirates NBD regarding structuring, sizing and pricing of the Rights Issue and no one else in connection with the Rights Issue and will not regard any other person as a client in relation to the Rights Issue and will not be responsible to anyone other than Emirates NBD for providing the protections afforded to clients of Morgan Stanley nor for giving advice in relation to the Rights Issue or in relation to any matter, transaction or arrangement referred to in this announcement or the Invitation.

Citi and Morgan Stanley may at their sole discretion and in-line with their usual business dealings choose to subscribe or oversubscribe for New Shares pursuant to the Rights Issue, subject to Citi and Morgan Stanley, respectively, becoming an Eligible Person.

This announcement may contain "forward-looking statements" concerning Emirates NBD.  Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates" or similar expressions identify forward-looking statements.  Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested by them.  Many of these risks and uncertainties relate to factors that are beyond Emirates NBD's ability to control or estimate precisely, such as future market conditions and the behaviour of other market participants, and therefore undue reliance should not be placed on such statements.  Neither Emirates NBD, Citi, ENBD Capital, Morgan Stanley, nor any other entity involved in the Rights Issue or their respective advisers, assumes any obligation to, and does not intend to, update or revise publicly these forward-looking statements, except as required pursuant to applicable law.

This announcement does not constitute a recommendation concerning the Rights Issue.  The value of shares (including the securities discussed herein) can go down as well as up.  Past performance is not a guide to future performance. Eligible Persons should consult a professional advisor as to the suitability of the Rights Issue for the individual concerned.

© Press Release 2019