REG - Nat. Central Cooling - Result of Tender Offer

Standard CharteredAnnouncement

04/04/2024 09:45

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RNS Number : 3119J  National Central Cooling Co PJSC  04 April 2024

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS
INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF REGULATION (EU) NO
596/2014 AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR
INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES OF AMERICA,
ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS,
ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) OR TO
ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

4 April 2024

NATIONAL CENTRAL COOLING COMPANY PJSC ANNOUNCES RESULTS AND ACCEPTANCE OF
TENDER OFFER

On 18 March 2024, National Central Cooling Company PJSC ("Tabreed") launched
an invitation to holders of Tabreed Sukuk SPC Limited's outstanding
U.S.$500,000,000 Trust Certificates due 2025 (ISIN: XS1843455103) (the
"Existing Certificates") to tender such Existing Certificates for purchase by
Tabreed for cash (such invitation being, the "Offer"), subject to the terms
and conditions of the Offer described in a tender offer memorandum dated 18
March 2024 (the "Tender Offer Memorandum"). On 28 March 2024, Tabreed
announced that the Expiration Deadline of the Offer was extended to 16:00
hours (London time) on 3 April 2024.

Copies of the Tender Offer Memorandum are available, subject to registration
and eligibility confirmation, from the Tender Offer Website:
https://projects.morrowsodali.com/tabreed
(https://projects.morrowsodali.com/tabreed) . Capitalised terms used and not
otherwise defined in this announcement have the meanings given in the Tender
Offer Memorandum.

Further to its announcements on 18 March 2024 and 28 March 2024, Tabreed
hereby confirms that as at 16:00 hours (London time) on 3 April 2024, being
the Expiration Deadline for the Offer, it had received valid Tender
Instructions in respect of U.S.$200,688,000 in aggregate face amount of
Existing Certificates.

Tabreed intends to exercise its right, as described in the Tender Offer
Memorandum, to increase the Maximum Acceptance Amount to U.S.$200,688,000,
being the Final Acceptance Amount, and accept for purchase all validly
tendered Existing Certificates in full without pro-ration.

Tabreed expects settlement of the Offer to take place on 5 April 2024.

A complete description of the terms and conditions of the Offer is set out in
the Tender Offer Memorandum.

Dealer Manager

Standard Chartered Bank

7th Floor Building One, Gate Precinct

Dubai International Financial Centre

P.O. Box 999

Dubai

United Arab Emirates

Telephone: +44 20 7885 5739 / +852 3983 8658 / +65 6557 8286

Attention: Liability Management Group

Email: Liability_Management@sc.com

Tender and Information Agent

Morrow Sodali Limited

In London

103 Wigmore Street

W1U 1QS, London, UK

Telephone: +44 20 4513 6933

In Hong Kong

29/F, No. 28 Stanley Street

Central, Hong Kong

Telephone: +852 2319 4130

Email: tabreed@investor.morrowsodali.com

Tender Offer Website: https://projects.morrowsodali.com/tabreed
(https://projects.morrowsodali.com/tabreed)

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. No offer or invitation to acquire or exchange any securities is
being made pursuant to this announcement.

This announcement is released by National Central Cooling Company PJSC and
contains information that qualified or may have qualified as inside
information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it
forms part of the United Kingdom domestic law by virtue of the EUWA ("MAR"),
encompassing information relating to the Offer described above. For the
purposes of MAR and Article 2 of Commission Implementing Regulation (EU)
2016/1055 as it forms part of the United Kingdom domestic law by virtue of the
EUWA, this announcement is made by Khalid Al Marzooqi, Chief Executive Officer
of National Central Cooling Company PJSC.

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