Dubai: Dubai Financial Market suspended trading in shares of DXB Entertainments PJSC (DXBE) on Sunday following the mandatory acquisition of its shares by Meraas Leisure and Entertainment (Meraas).
All remaining DXBE shares not already held by Meraas or Meraas Holding will be re-registered in the name of Meraas in DXBE’s share register.
Meraas will settle any cash consideration due to those remaining DXBE shareholders through the relevant payment method as registered with Dubai CSD at by such DXBE shareholders.
General Assembly meeting of DXBE shareholders 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.
Capital increase
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.
Mandatory acquisition rule and delisting
Any person who acquires a shareholding of 90 per cent plus one share in the issued share capital of a company has the right to enforce the minority shareholders of the company to sell or swap all of the shares owned by them in favor of such person pursuant to a written notice given to the company and the relevant minority shareholders. Following completion of the original offer DXBE shares will be delisted from DFM.
