Today's Edition
A. SREENIVASA REDDY (ABU DHABI)
Abu Dhabi National Energy Company (TAQA) has moved a step closer to delisting from the Abu Dhabi Securities Exchange (ADX) after its General Assembly amended the company’s Articles of Association to allow its majority shareholder to acquire the shares held by minority investors.
The General Assembly also authorised TAQA’s board of directors to withdraw the listing of the company and its shares from ADX once Abu Dhabi Power Corporation becomes its sole shareholder.
According to a disclosure to ADX, shareholders approved the addition of Article 56 bis to the Articles of Association, which states, “A shareholder who owns 90% plus one share and above in the issued share capital of the Company can, after the approval of the Authority, force the minority shareholders of the Company to sell all the shares held by them in favour of such shareholder in accordance with the provisions of the Commercial Companies Law and the regulations of the Capital Market Authority.”
The amendment satisfies one of the conditions set out in the Mandatory Acquisition, or Squeeze-Out, notice issued earlier by Abu Dhabi Power Corporation, TAQA’s majority shareholder. The notice said the acquisition could be completed only after TAQA’s Articles of Association were amended through a special resolution to include a compulsory acquisition provision.
The General Assembly, held on Tuesday with shareholders representing 98.69% of the company’s capital participating electronically, approved all the resolutions placed before it.
It also approved a separate amendment setting out how TAQA would be governed if all its shares were held by a single shareholder and the company was no longer listed on a stock exchange. Under the amendment, the sole shareholder would be able to issue written resolutions instead of convening General Assembly meetings.
The provision also states that, apart from the registration of the Articles of Association and subsequent amendments with the relevant authority, the company would no longer be subject to regulations issued by the authority or ADX, including disclosure and governance rules, once it becomes wholly owned by one shareholder and is unlisted.
The shareholders authorised the board, if Abu Dhabi Power Corporation becomes TAQA’s sole shareholder, to amend the Articles of Association, add any applicable exemptions from the UAE Commercial Companies Law and “delist or withdraw the listing of the Company and its shares” from ADX.
The board, or anyone authorised by it, was also empowered to take the actions needed to implement the resolutions.
Abu Dhabi Power Corporation launched the Mandatory Acquisition process after acquiring an additional 8.09% of TAQA, including a 7.29% stake from 2PointZero Group. The transaction increased its ownership of TAQA to 98.12%.
The company offered Dh2.70 for each of the remaining TAQA shares. According to the acquisition notice, the price represented the highest of several benchmarks, including the market price on the date of the notice, the previous day’s closing price, the three-month average market price and the highest price paid by the acquirer during the preceding 12 months.
Minority shareholders may apply to the competent court within 60 days of receiving the notice to seek suspension of the acquisition. The process will continue unless suspended by a court order. Subject to the completion of the conditions and the expiry of the challenge period, the remaining shares will be transferred to Abu Dhabi Power Corporation, with settlement expected on August 13.
“Once the mandatory acquisition is completed and all outstanding shares are consolidated under the parent entity, the rationale for maintaining a public listing becomes significantly reduced, making a future delisting a logical outcome,” Milad Azar, Market Analyst at XTB MENA, said.
“While the transaction underscores the strategic importance of TAQA within Abu Dhabi’s broader infrastructure and energy ambitions, it also effectively brings public market participation by minority investors closer to an end,” Azar added.
He said the move reflected a preference among state-backed entities to simplify ownership structures and enhance operational flexibility through full control of strategic assets.
