| Element List | Explanation |
|---|---|
| Introduction | Arabian Centres Company (“Cenomi Centers” or “the Company”) announces its intention to issue USD denominated Shari’ah compliant Sukuk. Concurrently, the Company also announces an any and all tender offer and consent solicitation with respect to its existing U.S.$ 875,000,000 Trust Certificates due 2026. The tender offer expires at 4:00 pm London time on 1 December 2025, and the deadline to vote on the consent solicitation is 4:00 pm London time on 8 December 2025. Further information is provided in the tender offer and consent solicitation memorandum dated 20 November 2025. The Company has mandated Abu Dhabi Commercial Bank, Citigroup, Emirates NBD Capital, Goldman Sachs International and Mashreqbank psc (acting through its Islamic Banking Division) as Global Coordinators and Abu Dhabi Commercial Bank, Arqaam Capital, Citigroup, Dubai Islamic Bank, Emirates NBD Capital, First Abu Dhabi Bank, Goldman Sachs International, J.P. Morgan Securities, Mashreqbank psc (acting through its Islamic Banking Division), Sharjah Islamic Bank, and The National Bank of Ras Al-Khaimah as Joint Lead Managers on the transaction. In connection with its intention to issue Sukuk, the Company will hold a series of meetings with prospective investors. |
| Offer Type | International USD denominated Shari’ah compliant Sukuk by Arabian Centres Sukuk IV Limited. Tender Offer and Consent Solicitation of International USD denominated Shari’ah compliant Sukuk by Arabian Centres Sukuk II Limited |
| Date of the board’s decision | 2024-02-23 Corresponding to 1445-08-13 |
| Value of the offer | The number and value of any Sukuk to be offered will be determined based on market conditions and the Company’s financial need and strategy. |
| The Purpose of the offer | General corporate purposes and to fulfill the Company’s financial and strategic needs including the refinancing of the Company’s existing debt. |
| Approvals | The Sukuk issuance will be subject to the approval of the relevant regulatory authorities. The issuance will be made in compliance with all applicable laws and regulations. |
| Additional Information | • Board of Directors on 11/05/1446H (corresponding to 13/11/2025G) resolved to approve and authorise a liability management exercise, in the form of, or a combination of, a cash tender offer, consent solicitation, exchange offer or otherwise, in connection with the U.S.$875,000,000 aggregate face amount of trust certificates issued by Arabian Centres Sukuk II Limited. • This announcement is not intended as an invitation or offer to purchase, acquire or subscribe to any securities and is subject to the terms and conditions of the Sukuk. The Company will announce any other relevant material developments in due course as required by the relevant rules and regulations. It should also be noted that any offering of the Sukuk will be limited to qualified investors in the jurisdictions in which the offering will be made in accordance with the rules and regulations of such jurisdictions. |
