DXB Entertainments shareholders approve 100 per cent acquisition by Meraas
AGM approved the conversion of the senior bank debt of the company into ordinary shares
Dubai: The General Assembly meeting of DXB Entertainments PJSC (DXBE) held on March 9 approved the proposal by Meraas Leisure and Entertainment LLC (Meraas) to acquire the 100 per cent share in DXBE.
A special resolution at the shareholders' meeting approved the conversion of the senior bank debt of the company acquired from Emirates NBD and Dubai Islamic Bank by Meraas as at 28 February 2021 with an outstanding balance as at 28 February 2021.
The balance including principal and accrued interest outstanding of Dh4.27 billion will be converted into 53,391,475,304 new ordinary shares of par value Dh1 each in the share capital of the company at a conversion price of Dh0.08 per share.
Increase in capital
The resolution also authorised the company to increase of the issued share capital of the company by Dh53.03 billion to Dh62.82 billion and authorise the issuance of 53,391,475,304 new ordinary shares of Dh1 each in the share capital of the company to Meraas on the bank debt conversion.
Each conversion share shall be treated as fully paid, and the difference between the amount of the senior bank debt and the par value of the conversion shares shall be accounted for through the creation of a negative reserve in the balance sheet of the company.
The resolution also authorises the update the company’s shareholders register to the name of Meraas in accordance with the terms and conditions set out in Meraas’ offer document).
Following completion of the above, Meraas intends to submit an offer to acquire the total shares of DXBE ( as in the Original Offer). Meraas also intends to exercise its rights to acquire the shares of any minority shareholders that did not accept the Original Offer by submitting a mandatory notice to force the minority shareholders that did not accept the Original Offer to sell all their shares in DXBE to Meraas.
Delisting
Following completion of the original offer and squeeze out, Meraas intends to procure the de-listing of DXBE from the DFM.
DXBE comprises three separate theme parks: Motiongate Dubai, a Hollywood movie inspired theme park; Legoland Dubai, the first Legoland theme park in the Middle East; and Bollywood Parks Dubai, a first-of-its-kind entertainment destination that showcases the authentic Bollywood movie experience. It is also home to a Legoland Water Park.
The entire destination is connected by Riverland Dubai, a uniquely themed retail and dining destination and guests can stay at the Lapita Hotel, a Polynesian themed family hotel, a part of the Marriott Autograph Collection.
The large-scale Dh13.2 billion development is located on Sheikh Zayed Road opposite the Palm Jebel Ali in Dubai equidistant to Dubai and Abu Dhabi International Airports.