Today's Edition
A. SREENIVASA REDDY (ABU DHABI)
Abu Dhabi Developmental Holding Company (ADQ), a wholly owned subsidiary of L’IMAD Holding, said shareholders representing more than 23.08% of AD Ports Group’s issued share capital have accepted its cash offer to surrender their shares at the offer price of Dh6.25 per share.
ADQ currently owns 75.42% of AD Ports Group.
“Upon settlement of the offer, ADQ will therefore own more than 98.50% of the share capital of Abu Dhabi Ports Company,” a stock market disclosure said.
The acceptances represent the overwhelming majority of the shares covered by the offer. ADQ had sought to acquire the remaining 24.58% of AD Ports Group that it did not already own.
The disclosure, issued after the offer closed on September 15, said all conditions of the offer had been satisfied, apart from customary notifications required to be submitted to the Capital Market Authority and the Abu Dhabi Securities Exchange.
Settlement of the transaction, involving payment of the offer price to accepting shareholders and transfer of their shares to ADQ, will take place no later than October 9, 2026, the disclosure said.
According to ADX data available when the offer was announced, Al Seer Marine Supplies and Equipment (ASM) held a 7.3% stake in AD Ports Group. ASM has not publicly disclosed whether it accepted ADQ’s Dh6.25-per-share cash offer.
In a separate disclosure on September 10, ASM said it had sold a portion of its listed equity investments through on-market transactions at prevailing market prices and used the proceeds to voluntarily prepay a Dh600 million tranche of an existing term loan facility.
ASM did not identify the listed investments it sold, their value or the number of shares involved.
ADQ launched the voluntary conditional cash offer on August 18 for about 1.251 billion AD Ports Group shares, representing 24.58% of the company’s issued share capital, at Dh6.25 per share.
The offer price represented a 23% premium to AD Ports Group’s closing price of Dh5.10 on August 14, before the proposed transaction was announced. It was also 25% above the one-month volume-weighted average price of Dh5.02 and 31% above the three-month average of Dh4.76.
The offer price was 95% above the Dh3.20 subscription price at which AD Ports shares were listed on ADX in February 2022.
AD Ports Group’s board subsequently recommended that minority shareholders accept the offer after reviewing a fairness opinion from HSBC Bank Middle East, the company’s independent financial adviser.
L’IMAD had said when announcing the transaction that AD Ports Group plays a “strategic and critical role” in supporting Abu Dhabi’s economy and would require continued investment in infrastructure. It said the company’s future growth was expected to be capital-intensive and long term, potentially requiring additional equity or higher leverage, which might not align with public-market investors’ short- to medium-term expectations.
L’IMAD said full ownership would give AD Ports greater flexibility to undertake capital investment programmes, strategic acquisitions and operational transformation without the constraints associated with short-term return expectations.
L’IMAD is a sovereign investment platform of the Abu Dhabi Government and owns ADQ in full. Its ports and logistics platform includes AD Ports Group, Etihad Rail, and Aramex.
