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Dubai Holding Increases DHAM REIT IPO Size as Investor Demand Surges
Dubai Holding Increases DHAM REIT IPO Size as Investor Demand Surges

Hi Dubai

time19-05-2025

  • Business
  • Hi Dubai

Dubai Holding Increases DHAM REIT IPO Size as Investor Demand Surges

Dubai Holding's real estate investment trust, DHAM REIT, has increased the size of its initial public offering (IPO) to 1.95 billion units, up from the previously announced 1.625 billion, following strong demand from both local and international investors. The adjustment means 15 percent of the REIT's issued unit capital will now be floated, instead of the initially planned 12.5 percent. DHAM REIT Management, a subsidiary of Dubai Holding, confirmed the revised offer on Monday. The offering, priced between AED 1.07 and AED 1.10 per unit, is now expected to raise between AED 2.087 billion and AED 2.145 billion. This implies a market capitalisation at listing of approximately AED 13.9 billion to AED 14.3 billion. Upon listing on the Dubai Financial Market (DFM), DHAM Investments will retain an 85 percent stake in the REIT. The listing is expected to take place on or around May 28. The IPO remains split into two tranches. The first tranche, reserved for UAE retail investors, is unchanged at 162.5 million units. It is open to individuals and eligible entities holding a National Investor Number (NIN) with the DFM. Each subscriber will be guaranteed a minimum allocation of 2,000 units, subject to availability and the terms outlined in the prospectus. The second tranche, open to qualified institutional investors, has been increased from 1.462 billion to 1.787 billion units. Subscriptions for both tranches began on May 13 and will close on May 20. The final offer price will be determined through a book-building process in coordination with the joint global coordinators and will be announced on May 21. DHAM REIT also announced plans to implement a semi-annual dividend distribution policy, with payments scheduled for April and September. The first dividend is expected to be distributed in September 2025, followed by another in April 2026. The IPO is being managed by a consortium of prominent financial institutions. Citigroup Global Markets Limited, Emirates NBD Capital, and Morgan Stanley & Co. International are acting as joint global coordinators and joint bookrunners. Emirates NBD Bank is the lead receiving bank, while Abu Dhabi Commercial Bank, Arqaam Capital (with Arqaam Securities), and First Abu Dhabi Bank are also serving as joint bookrunners. News Source: Khaleej Times

Dubai Residential REIT sets IPO price range, eyes up to Dhs1.79bn raise
Dubai Residential REIT sets IPO price range, eyes up to Dhs1.79bn raise

Gulf Business

time13-05-2025

  • Business
  • Gulf Business

Dubai Residential REIT sets IPO price range, eyes up to Dhs1.79bn raise

Image: Dubai Holding/ For illustrative purposes only Dubai Holding, through its subsidiary DHAM REIT Management, on Monday announced the price range and opened the subscription period for the initial public offering (IPO) of Dubai Residential REIT on the Dubai Financial Market (DFM), with a planned listing on May 28. The offer price range has been set between Dhs1.07 and Dhs1.10 per unit, implying a market capitalisation of between Dhs13.9bn and Dhs14.3bn. The REIT, a Shariah-compliant closed-ended income-generating fund, is expected to become the GCC's largest listed REIT at the time of listing. Dubai Residential REIT: Details The offering comprises two tranches: 10 per cent allocated to retail investors in the UAE and 90 per cent to qualified institutional investors. The IPO subscription window opens today and will close on May 20. The final offer price will be announced on May 21 following a book-building process. The offering is expected to raise between Dhs1.739bn and Dhs1.788bn. The REIT anticipates paying at least Dhs 1.1bn in dividends for 2025, with a targeted dividend distribution of 80 per cent of profit before fair value changes in investment properties starting 2026. The price range implies a gross dividend yield of 7.9 per cent at the low end and 7.7 per cent at the high end for 2025. REIT portfolio in Dubai The REIT, which owns and operates over 35,700 residential units across 21 communities in Dubai, including Bluewaters and City Walk, had a gross asset value of Dhs21.63bn at the time of the announcement. The IPO is supported by Joint Global Coordinators and Bookrunners Citigroup, Emirates NBD Capital, and Morgan Stanley, with Emirates NBD Bank as Lead Receiving Bank. Other receiving banks include ADCB, FAB, Mashreq, ADIB, and CBD. xCube LLC, a DFM-authorised price stabilisation manager, will manage post-listing stabilisation transactions. Dubai Residential REIT and the selling unit holder, DHAM Investments, are subject to a 180-day lock-up period. The REIT's Shariah compliance has been certified by both its internal Shariah Supervisory Committee and that of Emirates NBD. Read:

Dubai Holding to raise up to $487 million from Residential REIT's IPO
Dubai Holding to raise up to $487 million from Residential REIT's IPO

Economy ME

time13-05-2025

  • Business
  • Economy ME

Dubai Holding to raise up to $487 million from Residential REIT's IPO

Dubai Holding, through its wholly owned subsidiary DHAM REIT Management LLC, announced today the offer price range per unit and the start of the subscription period for the IPO of Dubai Residential REIT on the Dubai Financial Market . The company is seeking to raise up to AED1.79 billion ($487 million) by setting the offer price range between AED1.07 and AED1.10 for a total of 1,625,000,000 shares, representing 12.5 percent of Dubai Residential REIT's issued unit capital. This range values the Dubai Residential REIT between AED13.9 billion and AED14.3 billion. Dubai Residential REIT is the GCC's first pure-play listed residential leasing-focused REIT and, at the time of listing, is also expected to be the GCC's largest listed REIT, with a gross asset value of AED21.63 billion, almost double the combined GAV of the five largest REITs in the region. Subscription opens today Dubai Residential REIT's IPO consists of two tranches. The first tranche, the UAE retail offer, is allocated 10 percent of the offer units, representing 162,500,000 shares, and is open to retail investors and eligible entities holding a National Investor Number (NIN) with the DFM. Meanwhile, the second tranche, the institutional offering, is allocated 90 percent of the offer units or 1,462,500,000 shares, and is open to qualified institutional investors outside the United States under Regulation S, subject to applicable UAE laws and SCA approval. Each successful subscriber in the first tranche will be guaranteed a minimum allocation of 2,000 shares, provided that the total number of shares issued under the minimum guaranteed allocation does not exceed the tranche size and remains within the limits and conditions set out in the prospectus. Investors in both tranches can subscribe to the Dubai Residential REIT IPO from today, May 13, to May 20. The final offer price will be determined through a book-building process conducted in consultation with the joint global coordinators, the fund manager, and the selling unitholder, and is expected to be announced on May 21. The completion of the Dubai Residential REIT IPO and admission of shares to trading on the DFM is expected to take place on or around May 28, said Dubai Holding. The units are expected to trade under the symbol 'DUBAIRESI'. Shariah-compliant offering Dubai Residential REIT manages 35,700 residential units strategically positioned in key catchment areas across Dubai, making it one of the largest residential real estate owners and operators in Dubai and the benchmark for residential real estate in the Emirate. The residential portfolio is diversified across multiple locations, property types and price segments through a range of multi-family and single-family offerings that cater to the broad and growing residential needs of Dubai residents across varying income levels. The Shariah Supervision Committee of Dubai Residential REIT has issued a fatwa confirming that, in its view, both the REIT and the offering are compliant with Shariah principles. The Internal Shariah Supervision Committee of Emirates NBD Bank PJSC has also issued a fatwa confirming that, in its view, the offering is compliant with Shariah principles. Read| UAE to issue $8 billion of local currency debt to support domestic capital market growth: S&P Dubai Residential REIT to distribute AED1.1 billion dividend Dubai Residential REIT intends to adopt a semi-annual dividend distribution policy, making payments in April and September of each year, starting from September 2025. The REIT expects that the sum of its first two dividend payments, expected to be made in September 2025 and April 2026, will be the higher of AED1.1 billion and an amount equal to 80 percent of profit. For the financial results for the year ending December 31, 2026, and thereafter, Dubai Residential REIT intends to distribute at least 80 percent of profit for the period before changes in fair value of investment property for each accounting period, subject to board approval. As such, the offer price range implies a gross dividend yield of 7.9 percent at the bottom of the price range and 7.7 percent at the top of the price range for the year ending December 31, 2025.

Dubai Holding Announces Offer Price Range and Start of Subscription Period for Dubai Residential REIT's Initial Public Offering
Dubai Holding Announces Offer Price Range and Start of Subscription Period for Dubai Residential REIT's Initial Public Offering

Al Bawaba

time13-05-2025

  • Business
  • Al Bawaba

Dubai Holding Announces Offer Price Range and Start of Subscription Period for Dubai Residential REIT's Initial Public Offering

Dubai Holding, through its wholly owned subsidiary DHAM REIT Management LLC (the 'Fund Manager'), today announces the offer price range per unit (the 'Units', and each a 'Unit')(the 'Offer Price Range') and the start of the subscription period for the initial public offering ('IPO' or the 'Offering') of Dubai Residential REIT, a Shariah-compliant income-generating closed-ended real estate investment fund under establishment and one of the largest owners and operators of residential real estate in Dubai (the 'REIT'), on the Dubai Financial Market ('DFM'). DETAILS OF THE OFFER PRICE RANGE The Offer Price Range has been set at between AED 1.07 and AED 1.10 per Offer Unit (the 'Offer Unit'). A total of 1,625,000,000 (one billion six hundred and twenty-five million) Units, representing 12.5% of Dubai Residential REIT's issued unit capital being offered by DHAM Investments LLC (the 'Selling Unitholder'), a subsidiary of Dubai Holding, and the current sole unitholder of the REIT. The Fund Manager reserves the right to amend the size of the Offering at any time prior to the end of the subscription period in its sole discretion, subject to the applicable laws of the UAE and the approval of the SCA. The total Offering size is expected to be between AED 1,739 million (USD 473 million) and AED 1,788 million (USD 487 million), implying a market capitalisation at listing of between AED 13.9 billion (USD 3.8 billion) and AED 14.3 billion (USD 3.9 billion). SUBSCRIPTION PROCESS Dubai Residential REIT's Offering consists of two tranches: The First Tranche, the UAE Retail Offer, is allocated 10% of the Offer Units, representing 162,500,000 (one hundred sixty two million and five hundred thousand) Units, and is open to retail investors and eligible entities holding a National Investor Number (NIN) with the DFM The Second Tranche, the Institutional Offering, is allocated 90% of the Offer Units, representing 1,462,500,000 (one billion four hundred sixty two million and five hundred thousand) Units, and is open to qualified institutional investors ('Professional Investors') outside the United States under Regulation S, subject to applicable UAE laws and SCA approval. Each successful Subscriber in the First Tranche will be guaranteed a minimum allocation of 2,000 Units, provided that the total number of Units issued under the minimum guaranteed allocation does not exceed the Tranche size and remains within the limits and conditions set out in the Prospectus. Investors in both tranches can subscribe to the Offering from today, 13 May 2025, to 20 May 2025. The final Offer Price will be determined through a book-building process conducted in consultation with the Joint Global Coordinators, the Fund Manager and the Selling Unitholder, and is expected to be announced on 21 May 2025. The completion of the Offering and admission of Units to trading on the DFM ('Admission') is expected to take place on or around 28 May 2025. The Units are expected to trade under the symbol 'DUBAIRESI'. The details of the Offering are available in the Prospectus and public subscription announcement (the "Public Announcement"), and in an English-language international offering memorandum (the "International Offering Memorandum"), all available at Citigroup Global Markets Limited, Emirates NBD Capital PSC, and Morgan Stanley & Co. International plc have been appointed as Joint Global Coordinators and Joint Bookrunners. Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Arqaam Capital Limited acting in conjunction with Arqaam Securities LLC, and First Abu Dhabi Bank PJSC are acting as joint bookrunners (together with the Joint Global Coordinators, the "Banks") for the Offering. Pursuant to an underwriting agreement entered into between Dubai Residential REIT, the Selling Unitholder, the Fund Manager and the Banks (the "Underwriting Agreement"), the Selling Unitholder will be subject to a lock-up (in connection with the Units) from the date of the Underwriting Agreement up to 180 days after Admission, subject to certain customary carveouts and consent by the Joint Global Coordinators. Dubai Residential REIT will also be subject to a lock-up for the same duration. In connection with the Offering, the Selling Unitholder will allocate proceeds from the sale of up to 243,750,000 Offer Units to xCube LLC, a DFM-authorised price stabilisation manager appointed by the Fund Manager. These proceeds may be used, in accordance with applicable laws and DFM Trading Rules, to conduct stabilisation transactions on the DFM. The Banks and their respective directors, officers, employees, agents, and affiliates will not be involved in, responsible for, or benefit from any such transactions, which will be carried out solely by xCube LLC. SUMMARY OF DUBAI RESIDENTIAL REIT'S INVESTMENT PROPOSITION Dubai Residential REIT is the GCC's first pure-play listed residential leasing-focused REIT and, at the time of listing, is also expected to be the GCC's largest listed REIT, with a gross asset value ('GAV') of AED 21.63 billion, almost double the combined GAV of the five largest REITs in the region. The REIT manages 35,700 residential units strategically positioned in key catchment areas across Dubai, making it one of the largest residential real estate owners and operators in Dubai and the benchmark for residential real estate in the Emirate. The residential portfolio is diversified across multiple locations, property types and price segments through a range of multi-family and single-family offerings that cater to the broad and growing residential needs of Dubai residents across varying income levels. The Shariah Supervision Committee of Dubai Residential REIT has issued a fatwa confirming that, in its view, both the REIT and the Offering are compliant with Shariah principles. The Internal Shariah Supervision Committee of Emirates NBD Bank PJSC has issued a fatwa confirming that, in its view, the Offering is compliant with Shariah principles. Dubai Residential REIT has demonstrated strong cash generation, driven by topline growth, improving margins, and high cash flow conversion. Its real estate portfolio continues to generate strong free cash flow after capital expenditure, benefiting from the recent completion of major investment programs. With a prudent capital structure and conservative leverage policy, the REIT maintains strategic flexibility and cost optimisation across market cycles. Subject to the REIT Board's approval and other provisions of the UAE prospectus, Dubai Residential REIT intends to adopt a semi-annual dividend distribution policy, making payments in April and September of each year, starting from September 2025. The REIT expects that the sum of its first two dividend payments, expected to be made in September 2025 and April 2026, will be the higher of: (i) AED 1,100 million; and (ii) an amount equal to 80% of profit for the period before changes in fair value of investment property, in respect of its financial results for the year ending 31 December 2025, subject at all times to Board approval. For the financial results for the year ending 31 December 2026 and thereafter, Dubai Residential REIT intends to distribute at least 80% of profit for the period before changes in fair value of investment property for each accounting period, subject to Board approval. As such, the Offer Price Range implies a gross dividend yield of 7.9% at the bottom of the price range and 7.7% at the top of the price range for the year ending 31 December 2025. Dubai Residential REIT's properties are actively managed by experienced teams with a long-standing track record focused on actively engaging tenants, enhancing the value proposition of managed communities, increasing cash flow and reducing risks. As part of the Dubai Holding ecosystem, the REIT benefits from Dubai Holding Group's broad capabilities within the real estate sector, including development, asset management, facilities management and community management, making it well-positioned to achieve sustainable growth and deliver attractive returns to investors. IPO TIMELINEClose of Book Building: 20 May 2025Final Offer Price Announcement: 21 May 2025Allocation of Offer Units to the First Tranche: 26 May 2025Refunds: 26 May 2025 First Day of Trading: 28 May 2025 Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC, Al Maryah Community Bank LLC, Commercial Bank of Dubai, Emirates Islamic Bank PJSC, First Abu Dhabi Bank PJSC, and Mashreq Bank PSC have also been appointed as Receiving Banks. For more information about the Offering, please visit: - Ends - Media ContactJeehan Balfaqaih / Jamil FahmyPartner Brunswick Group dubairesidential@ About Dubai Residential Dubai Residential stands at the forefront of Dubai's residential leasing sector, managing one of the city's most diverse portfolios as part of Dubai Holding Asset Management. From the premium residences at Bluewaters and City Walk to the family-focused communities of The Gardens, Garden View Villas, Remraam, Layan, Ghoroob, Shorooq, and Nad Al Sheba Villas, its 21 vibrant, fully integrated communities comprising over 35,000 homes cater to the unique lifestyle and preferences of more than 140,000 residents. Dubai Residential is committed to innovative urban development, enhancing the city's appeal while contributing to its long-term growth vision. To learn more about its portfolio, visit: 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 Dubai Residential REIT to proceed with the Offering or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. None of Dubai Residential REIT, the Fund Manager, Selling Unitholder, the Banks nor 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 Dubai Residential REIT or its subsidiaries, 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 announcement does not constitute a recommendation concerning the Offering or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any units 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. The price and value of units 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 units in Dubai Residential REIT, 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 Offering, when published. There is no guarantee that the Offering will take place and potential investors should not base their financial or investment decisions on the intentions of Dubai Residential REIT or any other person in relation to the Offering at this stage. Potential investors should consult a professional adviser as to the suitability of the Offering for the person(s) concerned. The Offering and the distribution of this announcement and other information in connection with the Offering 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 law of any such jurisdiction. In particular, these materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, South Africa or Japan or in any jurisdiction to whom or in which such is unlawful. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States, Australia, Canada, South Africa or Japan. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (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 United States, Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of United States, Australia, Canada, South Africa or Japan. The securities may not be offered or sold in the United States except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. The securities are being offered and sold outside the United States in reliance of Regulation S. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act. There will be no public offer of securities in the United States 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 or Japan. In the United Kingdom, this announcement is directed only at (i) professional investors", being investors that are considered to be professional clients within the meaning of Article 2(1)(8) of Regulation EU No 600/2014 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018 (as amended and supplemented); and (ii) only addressed to and directed at persons who are "qualified investors" ("UK Qualified Investors") (as defined under Article 2(e) of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018) (the "UK Prospectus Regulation"). Any investment or investment activity to which this document relates is only available to, and will only be engaged with, in the UK, persons who qualify both as a 'professional investor' and a UK Qualified Investor. 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 Banks 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. This announcement is not addressed to or directed at persons in the European Economic Area ('EEA'). Any securities, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities, and any investment or investment activity to which this announcement relates is available only, in the United Kingdom, to Relevant Persons, and will only be engaged in with such persons. This announcement must not be acted or relied on: (i) in any member state of the EEA, by any person; and (ii) in the United Kingdom, by persons who are not both a "professional investor" and a UK Qualified Investor. In connection with the withdrawal of the United Kingdom from the European Union, the Banks may, at their discretion, undertake their obligations in connection with the potential Offering by any of their affiliates based in the EEA. United Arab Emirates – Excluding ADGM and DIFC This announcement has not been reviewed, verified, approved and/or licensed by, or filed with, the UAE Central Bank, the SCA or any other licensing authorities 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 ('FSRA'), a regulatory authority of the Abu Dhabi Global Market ('ADGM'), and the Dubai Financial Services Authority ('DFSA'), a regulatory authority of the Dubai International Financial Centre ('DIFC'), or any other authority in any other jurisdiction. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE. ADGM This announcement relates to a fund which is not subject to any form of regulation or approval by the FSRA. This announcement is intended for distribution only to persons who qualify as Professional Clients, as defined in the FSRA Rules and must not be acted on or relied on by persons who are not Professional Clients. The FSRA has no responsibility for reviewing or verifying any documents in connection with this fund. The FSRA 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. DIFC This announcement relates to a fund which is not subject to any form of regulation or approval by the DFSA. It is intended for distribution only to persons who qualify as Professional Clients, as defined in the DFSA Rules and must not be acted on or relied on by persons who are not Professional Clients. 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 this fund. 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 advisor. Kingdom of Saudi ArabiaThis announcement may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Investment Funds Regulations (the "IFRs") issued by Board of the Capital Market Authority (the 'Capital Market Authority'). The Capital Market Authority does not make any representation as to the accuracy or completeness of this announcement and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this announcement. Prospective subscribers of the securities offered hereby should conduct their own due diligence on the accuracy of the information relating to the securities to be offered. If you do not understand the contents of this announcement, you should consult an authorised financial adviser. No action has been or will be taken in the Kingdom of Saudi Arabia that would permit a public offering of the units. Any investor in the Kingdom of Saudi Arabia or who is a Saudi person (a "Saudi Investor") that acquires the units pursuant to an offering to which this announcement relates should note that such offering is a private placement pursuant to Article 98 of the IFRs, made through a capital market institution (as defined under the Capital Market Authority's Glossary of Defined Terms) appropriately licensed by the Capital Market Authority to carry out 'dealing' and/or 'managing investments and operating funds' activities and following a notification to the Capital Market Authority under Article 99 of the IFRs. Such Saudi Investor should also note that the offer of the units to which this announcement relates is subject to the restrictions on secondary market activity under Article 105 of the IFRs. A Saudi Investor who has acquired units pursuant to a private placement may not transfer such units or part thereof to any person unless: (i) to existing securities holders; (ii) such person is an Institutional Client or a Qualified Client (each as defined under the Capital Market Authority's Glossary of Defined Term); or (iii) the maximum amount payable for such units is not more than SAR 200,000 or any equivalent amount. 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 Dubai Residential REIT, and the industry in which Dubai Residential REIT operates. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond Dubai Residential REIT's control and all of which are based on the Dubai Residential REIT'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 Dubai Residential REIT with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Dubai Residential REIT's business, concerning, amongst other things, the results of operations, financial condition, prospects, growth and strategies of Dubai Residential REIT 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 Dubai Residential REIT. 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. Dubai Residential, the Fund Manager, the Selling Unitholder and the Banks 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. Citi and Morgan Stanley are each authorised by the Prudential Regulation Authority (the "PRA") and regulated by the Financial Conduct Authority (the "FCA") and the PRA in the United Kingdom (the "UK"). Emirates NBD Capital PSC and Arqaam Securities LLC are authorised and regulated by the UAE Securities and Commodities Authority (the "SCA"). Arqaam Capital is regulated by the DFSA. ADCB and FAB are authorised and regulated by the Central Bank of the UAE and regulated by SCA. The Banks are acting exclusively for Dubai Residential REIT, the Fund Manager and the Selling Unitholder 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 Dubai Residential REIT, the Fund Manager and the Selling Unitholder 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 Banks, and any of their affiliates, may take up a portion of the securities in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such units and other securities of Dubai Residential REIT or related investments in connection with the Offering or otherwise. Accordingly, references in the Prospectus and the International Offering Memorandum, once published, to the securities 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 Banks and any of their affiliates acting in such capacity. 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Dubai Holding announces offer price range and start of subscription period for Dubai Residential REIT's IPO
Dubai Holding announces offer price range and start of subscription period for Dubai Residential REIT's IPO

Zawya

time13-05-2025

  • Business
  • Zawya

Dubai Holding announces offer price range and start of subscription period for Dubai Residential REIT's IPO

The REIT expects to distribute at least AED 1,100 million in dividends for 2025, rising to 80% of profit before fair value changes in investment property by 2026 The price range implies a 2025 gross dividend yield of 7.9% at the low end and 7.7% at the high end The Offering subscription period starts today, 13 May 2025, and closes on 20 May 2025 The International Offering Memorandum is published today The final offer price will be determined following the book-building process, expected to be announced on 21 May 2025 Dubai, UAE: Dubai Holding, through its wholly owned subsidiary DHAM REIT Management LLC (the 'Fund Manager'), today announces the offer price range per unit (the 'Units', and each a 'Unit')(the 'Offer Price Range') and the start of the subscription period for the initial public offering ('IPO' or the 'Offering') of Dubai Residential REIT, a Shariah-compliant income-generating closed-ended real estate investment fund under establishment and one of the largest owners and operators of residential real estate in Dubai (the 'REIT'), on the Dubai Financial Market ('DFM'). DETAILS OF THE OFFER PRICE RANGE The Offer Price Range has been set at between AED 1.07 and AED 1.10 per Offer Unit (the 'Offer Unit'). A total of 1,625,000,000 (one billion six hundred and twenty-five million) Units, representing 12.5% of Dubai Residential REIT's issued unit capital being offered by DHAM Investments LLC (the 'Selling Unitholder'), a subsidiary of Dubai Holding, and the current sole unitholder of the REIT. The Fund Manager reserves the right to amend the size of the Offering at any time prior to the end of the subscription period in its sole discretion, subject to the applicable laws of the UAE and the approval of the SCA. The total Offering size is expected to be between AED 1,739 million (USD 473 million) and AED 1,788 million (USD 487 million), implying a market capitalisation at listing of between AED 13.9 billion (USD 3.8 billion) and AED 14.3 billion (USD 3.9 billion). SUBSCRIPTION PROCESS Dubai Residential REIT's Offering consists of two tranches: The First Tranche, the UAE Retail Offer, is allocated 10% of the Offer Units, representing 162,500,000 (one hundred sixty two million and five hundred thousand) Units, and is open to retail investors and eligible entities holding a National Investor Number (NIN) with the DFM The Second Tranche, the Institutional Offering, is allocated 90% of the Offer Units, representing 1,462,500,000 (one billion four hundred sixty two million and five hundred thousand) Units, and is open to qualified institutional investors ('Professional Investors') outside the United States under Regulation S, subject to applicable UAE laws and SCA approval. Each successful Subscriber in the First Tranche will be guaranteed a minimum allocation of 2,000 Units, provided that the total number of Units issued under the minimum guaranteed allocation does not exceed the Tranche size and remains within the limits and conditions set out in the Prospectus. Investors in both tranches can subscribe to the Offering from today, 13 May 2025, to 20 May 2025. The final Offer Price will be determined through a book-building process conducted in consultation with the Joint Global Coordinators, the Fund Manager and the Selling Unitholder, and is expected to be announced on 21 May 2025. The completion of the Offering and admission of Units to trading on the DFM ('Admission') is expected to take place on or around 28 May 2025. The Units are expected to trade under the symbol 'DUBAIRESI'. The details of the Offering are available in the Prospectus and public subscription announcement (the "Public Announcement"), and in an English-language international offering memorandum (the "International Offering Memorandum"), all available at Citigroup Global Markets Limited, Emirates NBD Capital PSC, and Morgan Stanley & Co. International plc have been appointed as Joint Global Coordinators and Joint Bookrunners. Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Arqaam Capital Limited acting in conjunction with Arqaam Securities LLC, and First Abu Dhabi Bank PJSC are acting as joint bookrunners (together with the Joint Global Coordinators, the "Banks") for the Offering. Pursuant to an underwriting agreement entered into between Dubai Residential REIT, the Selling Unitholder, the Fund Manager and the Banks (the "Underwriting Agreement"), the Selling Unitholder will be subject to a lock-up (in connection with the Units) from the date of the Underwriting Agreement up to 180 days after Admission, subject to certain customary carveouts and consent by the Joint Global Coordinators. Dubai Residential REIT will also be subject to a lock-up for the same duration. In connection with the Offering, the Selling Unitholder will allocate proceeds from the sale of up to 243,750,000 Offer Units to xCube LLC, a DFM-authorised price stabilisation manager appointed by the Fund Manager. These proceeds may be used, in accordance with applicable laws and DFM Trading Rules, to conduct stabilisation transactions on the DFM. The Banks and their respective directors, officers, employees, agents, and affiliates will not be involved in, responsible for, or benefit from any such transactions, which will be carried out solely by xCube LLC. SUMMARY OF DUBAI RESIDENTIAL REIT'S INVESTMENT PROPOSITION Dubai Residential REIT is the GCC's first pure-play listed residential leasing-focused REIT and, at the time of listing, is also expected to be the GCC's largest listed REIT, with a gross asset value ('GAV') of AED 21.63 billion, almost double the combined GAV of the five largest REITs in the region. The REIT manages 35,700 residential units strategically positioned in key catchment areas across Dubai, making it one of the largest residential real estate owners and operators in Dubai and the benchmark for residential real estate in the Emirate. The residential portfolio is diversified across multiple locations, property types and price segments through a range of multi-family and single-family offerings that cater to the broad and growing residential needs of Dubai residents across varying income levels. The Shariah Supervision Committee of Dubai Residential REIT has issued a fatwa confirming that, in its view, both the REIT and the Offering are compliant with Shariah principles. The Internal Shariah Supervision Committee of Emirates NBD Bank PJSC has issued a fatwa confirming that, in its view, the Offering is compliant with Shariah principles. Dubai Residential REIT has demonstrated strong cash generation, driven by topline growth, improving margins, and high cash flow conversion. Its real estate portfolio continues to generate strong free cash flow after capital expenditure, benefiting from the recent completion of major investment programs. With a prudent capital structure and conservative leverage policy, the REIT maintains strategic flexibility and cost optimisation across market cycles. Subject to the REIT Board's approval and other provisions of the UAE prospectus, Dubai Residential REIT intends to adopt a semi-annual dividend distribution policy, making payments in April and September of each year, starting from September 2025. The REIT expects that the sum of its first two dividend payments, expected to be made in September 2025 and April 2026, will be the higher of: (i) AED 1,100 million; and (ii) an amount equal to 80% of profit for the period before changes in fair value of investment property, in respect of its financial results for the year ending 31 December 2025, subject at all times to Board approval. For the financial results for the year ending 31 December 2026 and thereafter, Dubai Residential REIT intends to distribute at least 80% of profit for the period before changes in fair value of investment property for each accounting period, subject to Board approval. As such, the Offer Price Range implies a gross dividend yield of 7.9% at the bottom of the price range and 7.7% at the top of the price range for the year ending 31 December 2025. Dubai Residential REIT's properties are actively managed by experienced teams with a long-standing track record focused on actively engaging tenants, enhancing the value proposition of managed communities, increasing cash flow and reducing risks. As part of the Dubai Holding ecosystem, the REIT benefits from Dubai Holding Group's broad capabilities within the real estate sector, including development, asset management, facilities management and community management, making it well-positioned to achieve sustainable growth and deliver attractive returns to investors. IPO TIMELINE Close of Book Building: 20 May 2025 Final Offer Price Announcement: 21 May 2025 Allocation of Offer Units to the First Tranche: 26 May 2025 Refunds: 26 May 2025 First Day of Trading: 28 May 2025 Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC, Al Maryah Community Bank LLC, Commercial Bank of Dubai, Emirates Islamic Bank PJSC, First Abu Dhabi Bank PJSC, and Mashreq Bank PSC have also been appointed as Receiving Banks. For more information about the Offering, please visit: Media Contact Jeehan Balfaqaih / Jamil Fahmy Partner Brunswick Group dubairesidential@ About Dubai Residential Dubai Residential stands at the forefront of Dubai's residential leasing sector, managing one of the city's most diverse portfolios as part of Dubai Holding Asset Management. From the premium residences at Bluewaters and City Walk to the family-focused communities of The Gardens, Garden View Villas, Remraam, Layan, Ghoroob, Shorooq, and Nad Al Sheba Villas, its 21 vibrant, fully integrated communities comprising over 35,000 homes cater to the unique lifestyle and preferences of more than 140,000 residents. Dubai Residential is committed to innovative urban development, enhancing the city's appeal while contributing to its long-term growth vision. To learn more about its portfolio, visit:

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