REG - Dar Global PLC - Approval of and Publication of Prospectus
23/02/2023 13:15
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RNS Number : 8843Q Dar Global PLC 23 February 2023
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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
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23 February 2023
LEI: 213800XRFXQ1KEWACW80
DAR Global PLC
("Dar Global" or the "Company")
Approval and Publication of Prospectus
and
Proposed Admission to the Official List of the FCA and to the Main Market
of the London Stock Exchange
Dar Global PLC, the luxury international real estate developer, announces that
it plans to undertake a direct listing with its entire issued ordinary share
capital to be 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 ("Admission"). It is expected that Admission will occur at 08.00
a.m. GMT on 28 February 2023.
The Company is also pleased to confirm that its prospectus in relation to
Admission (the "Prospectus") has been approved by the FCA and will be
published by the Company today.
A copy of the Prospectus has been submitted to the National Storage Mechanism
and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . In addition, the
Prospectus will also shortly be available on the Company's website
www.darglobal.co.uk (http://www.darglobal.co.uk) , subject to certain access
restrictions.
Introduction
Dar Global has been established to take advantage of the growing second home
markets in internationally recognised luxury locations and to develop the
international assets of Dar Al Arkan Real Estate Development Company PJSC
("DAARE"), a leading real estate developer in the Kingdom of Saudi Arabia.
Incorporated in 1994 and listed on the Saudi Stock Exchange (Tadawul) since
2007, DAARE has delivered over 15,000 residential units with total assets of
c.US$8.5 billion.
In February 2023, Dar Global completed a private placement by issuing
21,621,612 ordinary shares at a price of US$3.33 per share to certain
institutional and other investors to raise US$72 million gross proceeds.
Following the private placement DAARE retained a majority shareholding
equivalent to circa 88% in Dar Global. The market capitalisation of the
Company is c. US$600 million at the private placement price.
Business summary
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.
The Group believes it is different from other real estate firms for a number
of key reasons:
· The Group focuses on second homes, typically in prime locations in the
Middle East and Europe, where there is strong and resilient demand from
wealthy customers who are less impacted by the macro-economic environment
· It operates a capital light business model with some of its projects
based on joint development agreements with landowners, with projects financed
mostly through units pre-sold off plan. This enables the Group to accelerate
its growth and achieve better returns
· The Group also develops and markets properties in partnership with
global luxury brands such as W Residences, Missoni and Pagani. The Company
believes that this approach can deliver increased sales volumes at a premium
over non-branded properties
· Dar Global expects to attract both customers looking to make a
single purchase as well as those who may consider buying more than one
property
· Dar Global has a current portfolio of eleven premium projects in six
different jurisdictions. Four projects are located in Dubai, three in Spain
and one each in Oman, Qatar, Bosnia and the United Kingdom
· The first three of these projects, Urban Oasis and the Da Vinci Tower
by Pagani in Dubai and Sidra in Bosnia, are currently expected to be completed
in Q4 2023, with W Residences Dubai expected to complete in Q4 2025.
Currently, the Group has development assets with potential to deliver c. 5,200
units across six countries with an estimated Gross Development Value ("GDV")
of some US$4.8 billion
· In addition to the current portfolio, the Group has a large pipeline
of 13 new projects having reviewed over 120 such opportunities in the past 24
months
· DAARE has a strong distribution network of affluent cash buyers
(including affluent customers in Gulf Cooperation Council ("GCC") countries
where there is strong growth in the number of HNWIs), to which Dar Global has
access to. Its customer base totals c. 40,000 with an established broker
network in over 40 countries
· In the near future, the Group also 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
The Group is run by a highly experienced international executive team led by
Ziad El Chaar, Chief Executive, who has over 20 years' experience with a
proven track record at DAARE, DAMAC Properties and Emaar Properties. Together,
the executive team has a combined 68 years of experience in the residential
real estate sector including the development of over 75 residential towers
across 11 countries.
In addition, the Group's Board of Directors is led by Independent
Non-Executive Chair David Hunter, who has extensive experience in the real
estate sector in the UK. David is the former President of the British Property
Federation (BPF) and has held senior board positions with a number of UK
listed real estate businesses including GCP Student Living plc, Capital &
Regional plc and Custodian Property Income REIT plc.
Full board biographies are included on page 5 of this announcement.
Ziad El Chaar, Chief Executive Officer of Dar Global, commented:
"A listing on the London Stock Exchange will be a milestone event for both Dar
Global and our parent company. It is the logical next step for the Group to
support our ambitious growth trajectory, with London the best location for us
as we look to access new capital and build our global visibility with
development and luxury brand partners.
"We believe Dar Global offers a unique investment proposition focused on the
luxury segment of the residential market, with a high-quality portfolio across
several desirable geographic locations. This gives us a substantial
opportunity to tap into global wealth super trends where our target customers
have continued to accumulate wealth and drive strong demand for second homes.
In addition, our valuable brand partnerships and capital light business model
sets us apart from others and underpins our strong growth potential."
David Hunter, Independent Non-Executive Chair, added:
"Dar Global will bring a highly compelling business model to the listed real
estate sector in the UK. It is run by an exceptional management team with a
long track record of successful delivery across a number of international
markets. This, combined with a clear strategy for sustainable growth in both
luxury living and, in due course, hospitality assets, gives me great
confidence in the future prospects of the Group."
Summary of Listing Details
· It is expected that ordinary shares in Dar Global will be admitted
to the Standard listing segment of the Official List of the FCA and to trading
on the Main Market for listed securities of the London Stock Exchange with
effect from 08:00 a.m. GMT on 28 February 2023
· A private placement undertaken prior to Admission raised a total of
US$72 million gross proceeds and, upon Admission, the Company will have a
market capitalisation of c. US$600 million based on the private placement
price
· Additional details in relation to Admission are included in the
Prospectus
· Liberum Capital Limited acted as Capital Markets Adviser on the
listing
· Norton Rose Fulbright LLP acted as legal adviser on the listing, which
included a complex pre-listing corporate reorganisation of the international
group, entry into detailed separation and relationship arrangements between
the Company and its parent, private placement and direct listing
The Group will provide a detailed update on trading and operational progress
in April 2023. The Group's interim results for the period ended 30 June 2023
will follow, to be published in Q3 2023.
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
Justin Griffiths +44 (0) 20 7250 1446
Nick Dibden
Louisa Henry
Additional information
Summary of Key strengths:
The Group is different from many other developers, which typically focus their
operations on just one country or region. Dar Global's emphasis is on second
homes, a multi-jurisdictional platform and an affluent, investment-oriented
customer base.
· Its eleven projects are being developed in six different
jurisdictions - Dubai, Oman, Qatar, Spain, Bosnia and the United Kingdom, and
the Group intends to expand its operations into additional countries
· The Group's business model seeks to exploit an opportunity to tap into
global wealth super trends and focuses only on second homes typically in prime
locations in the Middle East and Europe while targeting affluent customers who
do not require a mortgage
· The high quality of developed properties in desirable locations is a
key driving factor in customers making repeat purchases of multiple properties
in different locations either for investment purposes or personal use. This
underpins the unique and potentially highly profitable business model
· Three of the eleven current projects of the Group (W Residences
Dubai - Downtown, Aida in Oman and Les Vagues in Qatar) are based on joint
development agreements with the owners of the land. Consequently, Dar Global
benefits by not needing to seek and obtain funding for the purchase of the
land as financing is largely underpinned by the end customer, purchased on an
off plan basis
· The Group currently has four co-branded projects, three of which are
located in Dubai. These include W Residences Dubai - Downtown, being
developed in cooperation with Marriott; Urban Oasis with interiors designed
with the cooperation of the internationally known high-end Italian fashion and
design house Missoni and its Missoni Home line that is dedicated to interiors,
decor and furnishings; and the Da Vinci Tower by Pagani with interiors
designed with the cooperation of the internationally known high-end Italian
automotive and design house Pagani
· In addition, five low-rise residential buildings that constitute the
Group's Les Vagues project in Qatar will have interiors designed in
cooperation with Elie Saab, the world's first Arab designer to be admitted to
the fashion industry's governing body, Chambre Syndicale de la Haute Couture.
The success of the Group in developing co-branded projects to date was
illustrated when the Group put on the market residential units in its
W Residences Dubai - Downtown project earlier this year, and all such units
were sold out on the off-plan basis within 45 days. The benefits of
cooperation with fashion brands and hoteliers include their contribution to
the design of the project and to marketing campaigns through product
differentiations and an uplift in both the volume of sales and the price at
which properties are sold to customers
Summary of Strategy:
Find and Develop New Residential and Commercial Projects:
· The Group has expanded its project portfolio from one in 2017, when
Dar Al Arkan Global Real Estate Development LLC was incorporated in Dubai, to
eleven, four of which are located in Dubai, three in Spain and one each in
Oman, Qatar, the United Kingdom and Bosnia. In addition, the Group is
currently in discussions regarding a number of residential or residential and
commercial projects and this pipeline provides strong support to the prospects
for the Group for the near-and mid-term future
New Focus on Hospitality Projects:
· n addition to its primary focus on second homes, the Group intends
to also focus on hospitality assets to establish a new revenue stream and thus
achieve greater diversification of income streams. The aim is to acquire or
build hotels and sell them after a period of three to five years of operation
once such hotels' or resorts' revenue stream stabilises. Target markets
include Dubai, Maldives, Athens, Marrakesh and London
Continue to Grow Internal and External Distribution Networks:
· The distribution network is a key component of the Group's business.
Currently, a significant majority of residential units in the Group's projects
is sold through brokers. The Group already can rely on an extensive network
that consists of over 5,000 brokers in more than 40 countries. The Group's
long-term goal is to expand this network further by increasing the number of
brokers with which it works on a regular basis to approximately 10,000. But
the key strategy in this respect for the Group is to expand its internal
marketing and sales capabilities in parallel with the growth of the Group's
operations
Biographies of Board Directors
The management expertise and experience of each of the Directors is set out
below:
David Hunter, Independent Non-Executive Chair
David Hunter is the Independent Non-Executive Chair of the Company, having
become a Director on 6 February 2023. David has extensive experience in the
real estate sector in the United Kingdom, having started his career as a
chartered surveyor there before becoming a leading Fund Manager, ultimately as
Managing Director of Aberdeen Asset Management's £6.5bn international
property fund management business. In 2004, he served as President of the
British Property Federation (BPF), the main industry representative body for
the real estate sector in the UK, where he played a significant role in the
introduction of Real Estate Investment Trusts to the United Kingdom.
David has since built a successful listed company directorship career, which
has seen him serve on the board as a non-executive director and Chair of a
number of London Stock Exchange listed real estate companies including GCP
Student Living plc, Capital & Regional plc and Custodian Property Income
REIT plc.
David has worked internationally, including in developing markets. He is the
former Chairman of South African Property Opportunities Ltd, an investment
manager in real estate projects in South Africa and sub-Saharan Africa
(formerly AIM-listed on the London Stock Exchange), and of NR Nordic and
Russia Properties, which specialised in real estate opportunities in the
Nordic and Baltic regions, as well as Baltic Russia. Until early 2022, David
was senior independent director of Yatra Capital Ltd, an Indian real estate
investment company.
Ziad El Chaar, Chief Executive Officer
Ziad El Chaar is the Chief Executive Officer of the Company, having joined the
Group in May 2017. Ziad leads all the operations and businesses of the Group
in different countries.
With over 20 years of experience in real estate development and investment,
with full management responsibility for revenue growth and profitability, and
10 years' experience and responsibility in corporate governance, board affairs
and regulatory compliance, Ziad has a proven track record of achievement.
Prior to joining the Group, Ziad was the CEO - Ventures and Business
Development at Emaar Properties PJSC, CEO at Dar Al Arkan Real Estate
Development Company PJSC, and Managing Director and Executive Director on the
board of directors of the publicly listed DAMAC Properties, during which he
focused on operational achievement and the companies' development and
strategic plans.
Ziad holds a Master's degree in Business Administration from the American
University in Beirut.
Shivaraman Iyer, Chief Financial Officer
Shivaraman Iyer is Chief Financial Officer of the Company, having joined the
Group in June 2022. Shivaraman brings over 38 years of rich international
working experience to the Group as Chief Financial Officer, overseeing
financial operational performance, investment strategy, portfolio management
and group restructuring.
In a wide-ranging international finance career prior to joining the Group,
Shivaraman has held leadership and senior management roles with several
prominent organizations, including SVP Finance at the DAMAC Group, CFO at
Aldar Laing O'Rourke LLC and at Al Raha International LLC. He possesses
sector-wide financial and operational expertise in real estate development,
property and asset management, and contracting in UAE, India, Qatar, Russia
and Hungary.
Yousef Al-Shelash, Vice-Chair and Non-Executive Director
Yousef Al-Shelash is Vice-Chair and a Non-Executive Director of the Company,
having become a Director on 6 February 2023. Yousef is the Chairman of and one
of the founders of the Major Shareholder since its establishment in 1994. He
is a visionary leader with impressive credentials and invaluable knowledge in
strategic planning and real estate development as well as expertise in the
financial and investment banking sectors.
Yousef holds several leadership positions in organisations across the Middle
East region. He gained this prominent status by being a founder, partner, and
manager of many entities inside and outside Saudi Arabia that operate in
various real estate and financial activities.
Yousef is one of the founders and Chairman of the Board of Saudi Home Loans
PLC since 2008 and AlKhair Capital Company in Saudi Arabia since 2009.
Yousef obtained an MSc in Law & Legal Proceedings from the Institute of
Public Administration Al-Riyadh and a BSc in Shari'ah from Mohamed Bin Saud
Islamic University, Saudi Arabia. He also earned diplomas in both Banking and
Combating Financial Crimes and received formal training in financial
management and investment project evaluation.
Maurice Horan, Independent Non-Executive Director
Maurice Horan is an Independent Non-Executive Director of the Company, having
become a Director on 6 February 2023. Previously, Maurice was Chairman of BFC
Group Holding WLL and a Director of BFC Bank Ltd where he also served as a
member of the audit committee (including a period as Chairman of the
committee). He also served as General Manager - Strategic Investments at Arab
National Bank, Riyadh and also as General Manager - Corporate Banking Group at
Arab National Bank. He has extensive experience at senior executive level and
at board level across a range of companies and sectors in the Gulf, USA and
British Isles. Over the course of his career Maurice has held senior
management positions in stockbroking, commercial banking and in Islamic
investment banking. He has extensive experience in corporate finance,
corporate restructuring and property finance.
Maurice read economics and finance at Trinity College Dublin where he was
awarded a B. A. (Mod), and holds an MBA from The Smurfit School of Business at
University College Dublin.
Richard Stockdale, Senior Independent Non-Executive Director
Richard Stockdale is the Senior Independent Non-Executive Director of the
Company, having become a Director on 6 February 2023. Richard had a successful
career as a banker in Lloyds TSB Bank during which he held roles including
Head of Lloyds TSB Bank Middle East, CEO of Lloyds TSB Global Services Pvt
Limited and Lloyds TSB Bank India Country Head. Richard subsequently has had a
freelance international consulting career delivering advice and solutions,
including for complex international corporate issues, with assignments in the
UAE, Austria, Sweden, Turkey, India, Hungary, Thailand and South Africa.
Richard was one of the Founding Members of the Indian Anti-Corruption Academy
and in the past has held roles within the City of London's Chartered Institute
for Securities and Investment (CISI) as a Trustee and Independent
Non-Executive Director, whilst also as the Non-Executive Regional President
for the CISI in India and also in the UAE and later as an Ambassador for the
CISI. Richard was in the past a member of the Dubai/ UK Trade and Economic
Committee and its Capital Markets Sub-committee.
Richard has acted as an Expert Witness for the US Dept of Justice in the
successful prosecution of an international money laundering case and has sat
briefly on a UN International Sanctions Monitoring Finance Committee. Richard
has spoken on Anti-Corruption at the invitation of the UN and on AML at the
invitation of Arab Monetary Fund. For two consecutive years on behalf of the
CISI, Richard chaired the Arabian IPO Summit held in Dubai. He is a Fellow of
the Chartered Institute of Bankers, a Chartered Fellow (Hon) of the CISI and a
Fellow of the Indian Institute of Directors.
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
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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
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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
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Information to Distributors
Solely for the purposes of the product governance requirements contained
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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
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