Emaar Properties PJSC (DFM:EMAAR) agreed to acquire the remaining 15% stake in Emaar Malls PJSC (DFM:EMAARMALLS) for AED 3.6 billion on March 2, 2021. The proposed merger is intended to be affected as a statutory merger with Emaar Malls shareholders (excluding Emaar Properties) receiving 0.51 Emaar Properties shares for each Emaar Malls share. On the effective date of the merger, the total issued share capital of Emaar Properties will be 8.179738158 billion shares with Emaar Malls' shareholders holding approximately 12.5% of the enlarged share capital of Emaar Properties and Emaar Properties' shareholders holding approximately 87.5%. On the effective date of the merger, Emaar Malls will be dissolved as a legal entity. Following which, the business of Emaar Malls will be reconstituted as Emaar Malls Management LLC, a wholly owned subsidiary of Emaar Properties, which will continue to develop and hold a portfolio of premium shopping malls and retail assets, and Emaar Properties will continue to be listed on the Dubai Financial Market. The members of the Emaar Properties Board will continue their current board appointments following the transaction.
The transaction is subject to the approval of the merger by vote of shareholders who own at least 75% of the shares represented at quorate general meetings of Emaar Properties and Emaar Malls, receipt of final approval and/or final written confirmation of no objection from the Securities and Commodities Authority, expiry of the creditor objection period as set out in the shareholder circular with no objections being raised by the creditors, and the approval of the merger and the reorganization envisaged as part of the transaction at a meeting of the holders of the trust certificates issued by EMG Sukuk Limited due 2024. The Boards of Emaar Properties and Emaar Malls have unanimously approved and recommend the transaction. As of September 6, 2021, the Securities & Commodities Authority approved the transaction. The general meeting is scheduled to be held on October 10, 2021. On or around 16 March 2021, Emaar Properties and Emaar Malls intends to publish a shareholder circular in advance of the general meetings of each of Emaar Properties and Emaar Malls to obtain shareholders? approval. As of October 11, 2021, the shareholders of the shareholders of Emaar Properties approved the transaction. Emaar Properties expects to complete the acquisition by the year-end 2021. As of September 6, 2021, the effective date of the transaction is on November 15, 2021. As of November 11, 2021, all of the conditions for the transaction has been met and November 21, 2021 has been set for share swap. As of November 17, 2021, Dubai Financial Market announced the suspension of shares of Emaar Malls PJSC on stock exchange.
Morgan Stanley & Co International plc (DIFC branch) acted as financial advisor and fairness opinion provider; and Linklaters LLP acted as legal advisor to Emaar Properties. Credit Suisse International acted as financial advisor and fairness opinion provider; and Ibrahim & Partners acted as legal advisor to Emaar Malls. EY Consulting LLC acted as independent valuer appointed jointly by Emaar Properties and Emaar Malls. Allen & Overy LLP acted as legal advisor to Credit Suisse International. KPMG Lower Gulf Limited acted as accountant to both Emaar Properties PJSC and Emaar Malls PJSC.
Emaar Properties PJSC (DFM:EMAAR) completed the acquisition of remaining 15% stake in Emaar Malls PJSC (DFM:EMAARMALLS) on November 22, 2021. The Securities & Commodities Authority (SCA) has approved the delisting of Emaar Malls from the Dubai Financial Market (DFM) and the capital increase of Emaar Properties to prepare for the merger.