TIDMDAR
RNS Number : 2101R
Dar Global PLC
28 February 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.
This announcement is an advertisement and not a prospectus for
the purposes of the Prospectus Regulation Rules of the Financial
Conduct Authority ("FCA") or otherwise and is not an offer of
securities for sale in any jurisdiction, including in or into the
United States, Australia, Canada, Japan or South Africa.
Neither this announcement, nor anything contained herein, shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction.
28 February 2023
Dar Global PLC
("Dar Global" or "the Group")
Admission to trading on the Main Market of the London Stock
Exchange
Total voting rights
Further to the announcement on 23 February 2023 in connection
with its direct listing to the London Stock Exchange, Dar Global
PLC announces that its entire ordinary share capital consisting of
180,021,612 ordinary shares, has been admitted to the standard
listing segment of the Official List of the FCA and to trading on
the London Stock Exchange's Main Market for listed securities.
Shares will begin trading today at 08.00 a.m. GMT under the ticker
"DAR".
The total number of voting rights attributable to the Ordinary
Shares is 180,021,612. This figure (180,021,612) may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the Ordinary Shares under the
Financial Conduct Authority's Disclosure Guidance and Transparency
Rules. The market capitalisation of Dar Global on Admission amounts
to c.US$600 million, based on its pre-Admission private placement
price of US$3.33 per share.
Dar Global was advised by Liberum, CBRE, Norton Rose Fulbright,
KPMG, Powerscourt and Link Group in relation to its listing.
--
Enquiries:
Dar Global PLC
Hukam Rawat
Serena Naimat +44 (0) 20 7250 1446
Liberum (Capital Markets Adviser)
Bidhi Bhoma
Dru Danford
Jamie Richards
Will King
Nikhil Varghese +44 (0) 20 3100 2000
Powerscourt (Financial PR Adviser) darglobal@powerscourt-group.com
Justin Griffiths +44 (0) 20 7250 1446
Nick Dibden
Louisa Henry
Notes to Editors
Dar Global is a highly differentiated international real estate
business. It focuses predominantly on developing real estate
projects comprising second homes for internationally mobile
customers, in some of the most desirable locations across the
Middle East and Europe, including downtown Dubai, Muscat in Oman
and the Costa del Sol region in Southern Spain.
Dar Global was originally established to house and develop the
international (non-Kingdom of Saudi Arabia based) assets of Dar Al
Arkan Real Estate Development PJSC ("DAARE"), a leading real estate
developer in the Kingdom of Saudi Arabia. Listed on the Saudi Stock
Exchange since 2007, Dar Al Arkan has delivered over 15,000
residential units with total assets of c. US$8.5 billion.
In the near future, the Group intends to expand its focus to
hospitality assets. The aim is to acquire or build hotels and sell
them after a period of three to five years of operation once the
hotels or resorts' revenue streams stabilise. Target markets
include Southern Spain, Dubai, Maldives, Athens, Marrakesh and
London.
Important legal information
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States of America,
Australia, Canada, Japan or South Africa. This announcement is not
an offer of securities for sale into the United States, Australia,
Canada, Japan or South Africa. The securities referred to herein
have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or with any
securities regulatory authority of any state or other jurisdiction
of the United States. The securities may not be offered or sold in
the United States, except pursuant to an applicable exemption from
or in a transaction not subject to the registration requirements of
the Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. No
public offering of the securities referred to herein is being made
in the United States or any other jurisdiction.
In the United Kingdom, this announcement is being distributed
only to, and is directed only at, persons who: (A) (i) are
"investment professionals" specified in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended (the "Order") and/or (ii) fall within Article
49(2)(a) to (d) of the Order (and only where the conditions
contained in those Articles have been, or will at the relevant time
be, satisfied); and (B) are "qualified investors" within the
meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms
part of retained EU law as defined in the European Union
(Withdrawal) Act 2018 ("EUWA"); and (C) persons to whom it may
otherwise lawfully be communicated (all such persons being
"relevant persons").
In the European Economic Area (the "EEA"), this announcement is
addressed only to and directed only at, persons in member states
who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 ("Qualified Investors").
This announcement must not be acted on or relied on (i) in the
United Kingdom, by persons who are not relevant persons, and (ii)
in any member state of the EEA, by persons who are not Qualified
Investors.
This announcement includes forward looking statements. These
forward-looking statements may be identified by the use of
forward-looking terminology, including the terms "believes",
"estimates", "anticipates", "forecasts", "projects", "expects",
"intends", "targets", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology or by
detailing of strategy, plans, objectives, goals, future events or
intentions. Forward-looking statements may and often do differ
materially from actual results. These forward-looking statements
include all matters that are not historical facts. They appear in a
number of places and include statements regarding the intentions,
beliefs or current expectations of the Company concerning, amongst
other things, results of operations, financial condition and
prospects, and the markets in which it is involved. By their
nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may
or may not occur in the future. Forward-looking statements are not
guarantees of future performance. The Company does not undertake
any obligation to update or review any forward-looking statement,
whether as a result of new information, future developments or
otherwise, except as required by applicable law or regulation.
Although the Company believes that these assumptions were
reasonable when made, these assumptions are inherently subject to
significant known and unknown risks, uncertainties, contingencies
and other important factors which are difficult or impossible to
predict and are beyond its control. Undue influence should not be
placed on any forward-looking statement. No statement in this
announcement is intended to be nor may be construed as a profit
forecast or estimate. Forward-looking statements speak only as of
the date they are made.
Nothing contained herein constitutes or should be construed as
(i) investment, tax, accounting or legal advice; (ii) a
representation that any investment or strategy is suitable or
appropriate to your individual circumstances; or (iii) a personal
recommendation to you.
Neither Liberum Capital Limited ("Liberum") nor its affiliates
or any of its or its affiliates' directors, officers, employees,
advisers or agents accepts any responsibility or liability
whatsoever for, or makes any representation or warranty, express or
implied, as to, the truth, accuracy or completeness of the
information in this announcement. Liberum is regulated by the FCA
in the United Kingdom. Liberum will be acting exclusively for the
Company and no one else in connection with Admission. Liberum will
not regard any other person as its client in relation to Admission
and will not be responsible to anyone other than Company for
providing the protections afforded to its clients nor for giving
advice in relation to Admission, the contents of this announcement
or any transaction, arrangement or other matter referred to
herein.
For the avoidance of doubt, the contents of the Company's
website or any website directly or indirectly linked to the
Company's website, are not incorporated by reference into, and do
not form part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/ EU on markets in
financial instruments, as amended or that directive as it forms
part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, as applicable (MiFID II); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II or that directive as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018, as applicable;
and (c) local implementing measures (together, the MiFID II Product
Governance Requirements), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any
manufacturer (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Ordinary
Shares (as defined below) have been subject to a product approval
process, which has determined that the Ordinary Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II or paragraph 3
of the FCA Handbook Conduct of Business Sourcebook (COBS), as
applicable; and (ii) eligible for distribution through all
permitted distribution channels as are permitted by MiFID II (the
Target Market Assessment).
Notwithstanding the Target Market Assessment, distributors (for
the purposes of the MiFID II Product Governance Requirements)
should note that: the price of the Ordinary Shares may decline and
investors could lose all or part of their investment; the Ordinary
Shares offer no guaranteed income and no capital protection; and an
investment in the Ordinary Shares is compatible only with investors
who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or
other adviser) are capable of evaluating the merits and risks of
such an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to Admission.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II or Chapters 9A or 10A respectively of
the COBS; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action
whatsoever with respect to, the Ordinary Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
Solely for the purposes of each manufacturer's product approval
process, the target market assessment in respect of the Ordinary
Shares has led to the conclusion that: (i) the target market for
the Ordinary Shares is only eligible counterparties, as defined in
the COBS, and professional clients, as defined in Regulation (EU)
No 600/2014 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all
channels for distribution of the Ordinary Shares to eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Ordinary Shares
(a distributor) should take into consideration the manufacturers'
target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook is
responsible for undertaking its own target market assessment in
respect of the Ordinary Shares (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels.
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END
LISSEAFAWEDSEFE
(END) Dow Jones Newswires
February 28, 2023 02:00 ET (07:00 GMT)
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