REG - Dar Global PLC - Admission to trading on the London Stock Exchange

Dar GlobalAnnouncement

28/02/2023 08:15

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RNS Number : 2101R  Dar Global PLC  28 February 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.

This announcement is an advertisement and not a prospectus for the purposes of
the Prospectus Regulation Rules of the Financial Conduct Authority ("FCA") or
otherwise and is not an offer of securities for sale in any jurisdiction,
including in or into the United States, Australia, Canada, Japan or South
Africa.

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.

28 February 2023

Dar Global PLC

("Dar Global" or "the Group")

 

Admission to trading on the Main Market of the London Stock Exchange

 

Total voting rights

 

Further to the announcement on 23 February 2023 in connection with its direct
listing to the London Stock Exchange, Dar Global PLC announces that its entire
ordinary share capital consisting of 180,021,612 ordinary shares, has been
admitted to the standard listing segment of the Official List of the FCA and
to trading on the London Stock Exchange's Main Market for listed securities.
Shares will begin trading today at 08.00 a.m. GMT under the ticker "DAR".

The total number of voting rights attributable to the Ordinary Shares is
180,021,612. This figure (180,021,612) may be used by shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, the
Ordinary Shares under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules.  The market capitalisation of Dar Global on
Admission amounts to c.US$600 million, based on its pre-Admission private
placement price of US$3.33 per share.

Dar Global was advised by Liberum, CBRE, Norton Rose Fulbright, KPMG,
Powerscourt and Link Group in relation to its listing.

-END-

 

Enquiries:

 Dar Global PLC                      +44 (0) 20 7250 1446

 Hukam Rawat

 Serena Naimat

 Liberum (Capital Markets Adviser)   +44 (0) 20 3100 2000

 Bidhi Bhoma

 Dru Danford

 Jamie Richards

 Will King

 Nikhil Varghese

 Powerscourt (Financial PR Adviser)  darglobal@powerscourt-group.com (mailto:darglobal@powerscourt-group.com)

 Justin Griffiths                    +44 (0) 20 7250 1446

 Nick Dibden

 Louisa Henry

Notes to Editors

Dar Global is a highly differentiated international real estate business. It
focuses predominantly on developing real estate projects comprising second
homes for internationally mobile customers, in some of the most desirable
locations across the Middle East and Europe, including downtown Dubai, Muscat
in Oman and the Costa del Sol region in Southern Spain.

Dar Global was originally established to house and develop the international
(non-Kingdom of Saudi Arabia based) assets of Dar Al Arkan Real Estate
Development PJSC ("DAARE"), a leading real estate developer in the Kingdom of
Saudi Arabia. Listed on the Saudi Stock Exchange since 2007, Dar Al Arkan has
delivered over 15,000 residential units with total assets of c. US$8.5
billion.

In the near future, the Group intends to expand its focus to hospitality
assets. The aim is to acquire or build hotels and sell them after a period of
three to five years of operation once the hotels or resorts' revenue streams
stabilise. Target markets include Southern Spain, Dubai, Maldives, Athens,
Marrakesh and London.

Important legal information

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America, Australia, Canada, Japan
or South Africa. This announcement is not an offer of securities for sale into
the United States, Australia, Canada, Japan or South Africa. The securities
referred to herein have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction of the
United States. The securities may not be offered or sold in the United States,
except pursuant to an applicable exemption from or in a transaction not
subject to 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. No public offering of the securities
referred to herein is being made in the United States or any other
jurisdiction.

In the United Kingdom, this announcement is being distributed only to, and is
directed only at, persons who: (A) (i) are "investment professionals"
specified in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall
within Article 49(2)(a) to (d) of the Order (and only where the conditions
contained in those Articles have been, or will at the relevant time be,
satisfied); and (B) are "qualified investors" within the meaning of Article
2(e) of Regulation (EU) 2017/1129 as it forms part of retained EU law as
defined in the European Union (Withdrawal) Act 2018 ("EUWA"); and (C) persons
to whom it may otherwise lawfully be communicated (all such persons being
"relevant persons").

In the European Economic Area (the "EEA"), this announcement is addressed only
to and directed only at, persons in member states who are "qualified
investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129
("Qualified Investors").

This announcement must not be acted on or relied on (i) in the United Kingdom,
by persons who are not relevant persons, and (ii) in any member state of the
EEA, by persons who are not Qualified Investors.

This announcement includes forward looking statements. These forward-looking
statements may be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "anticipates", "forecasts",
"projects", "expects", "intends", "targets", "may", "will" or "should" or, in
each case, their negative or other variations or comparable terminology or by
detailing of strategy, plans, objectives, goals, future events or intentions.
Forward-looking statements may and often do differ materially from actual
results. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places and include statements
regarding the intentions, beliefs or current expectations of the Company
concerning, amongst other things, results of operations, financial condition
and prospects, and the markets in which it is involved. By their nature,
forward-looking statements involve risks and uncertainties because they relate
to events and depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company does not undertake any obligation to update or review any
forward-looking statement, whether as a result of new information, future
developments or otherwise, except as required by applicable law or regulation.
Although the Company believes that these assumptions were reasonable when
made, these assumptions are inherently subject to significant known and
unknown risks, uncertainties, contingencies and other important factors which
are difficult or impossible to predict and are beyond its control. Undue
influence should not be placed on any forward-looking statement. No statement
in this announcement is intended to be nor may be construed as a profit
forecast or estimate. Forward-looking statements speak only as of the date
they are made.

Nothing contained herein constitutes or should be construed as (i) investment,
tax, accounting or legal advice; (ii) a representation that any investment or
strategy is suitable or appropriate to your individual circumstances; or (iii)
a personal recommendation to you.

Neither Liberum Capital Limited ("Liberum") nor its affiliates or any of its
or its affiliates' directors, officers, employees, advisers or agents accepts
any responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to, the truth, accuracy or completeness of
the information in this announcement.  Liberum is regulated by the FCA in the
United Kingdom. Liberum will be acting exclusively for the Company and no one
else in connection with Admission. Liberum will not regard any other person as
its client in relation to Admission and will not be responsible to anyone
other than Company for providing the protections afforded to its clients nor
for giving advice in relation to Admission, the contents of this announcement
or any transaction, arrangement or other matter referred to herein.

For the avoidance of doubt, the contents of the Company's website or any
website directly or indirectly linked to the Company's website, are not
incorporated by reference into, and do not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/ EU on markets in financial instruments, as
amended or that directive as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as applicable (MiFID II); (b) Articles 9
and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II
or that directive as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as applicable; and (c) local
implementing measures (together, the MiFID II Product Governance
Requirements), and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any manufacturer (for the purposes of the MiFID
II Product Governance Requirements) may otherwise have with respect thereto,
the Ordinary Shares (as defined below) have been subject to a product approval
process, which has determined that the Ordinary Shares 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 MiFID II or paragraph 3 of the FCA Handbook Conduct of Business Sourcebook
(COBS), as applicable; and (ii) eligible for distribution through all
permitted distribution channels as are permitted by MiFID II (the Target
Market Assessment).

Notwithstanding the Target Market Assessment, distributors (for the purposes
of the MiFID II Product Governance Requirements) should note that: the price
of the Ordinary Shares may decline and investors could lose all or part of
their investment; the Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in the Ordinary Shares 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 the
requirements of any contractual, legal or regulatory selling restrictions in
relation to Admission.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II or Chapters 9A or 10A respectively of the COBS; 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 Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market
Assessment in respect of the Ordinary Shares and determining appropriate
distribution channels.

Solely for the purposes of each manufacturer's product approval process, the
target market assessment in respect of the Ordinary Shares has led to the
conclusion that: (i) the target market for the Ordinary Shares is only
eligible counterparties, as defined in the COBS, and professional clients, as
defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all
channels for distribution of the Ordinary Shares to eligible counterparties
and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Ordinary Shares (a distributor) should take into
consideration the manufacturers' target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook is responsible for undertaking its own target market
assessment in respect of the Ordinary Shares (by either adopting or refining
the manufacturers' target market assessment) and determining appropriate
distribution channels.

 

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