Dubai: The Dubai financial market suspended trading in DXB Entertainments PJSC (DXBE) shares on Sunday following the mandatory acquisition of its shares by Meraas Leisure and Entertainment (Meraas).
Any remaining DXBE shares not yet held by Meraas or Meraas Holding will be re-registered in Meraas’ name in the DXBE share register.
Meraas will settle any cash consideration owed to the remaining DXBE shareholders through the appropriate payment method as registered with the Dubai CSD by those DXBE shareholders.
The general meeting of shareholders of DXBE held on March 9 approved the proposal of Meraas Leisure and Entertainment LLC (Meraas) to acquire 100% of the shares of DXBE.
A special resolution of the shareholders’ meeting approved the conversion of the senior bank indebtedness of the company acquired from Emirates NBD and Dubai Islamic Bank by Meraas as of February 28, 2021 with an outstanding balance as of February 28, 2021.
The balance, including principal and accrued interest, of Dh 4.27 billion will be converted into 53,391,475,304 new ordinary shares with a nominal value of Dh 1 each in the share capital of the company at a conversion price. of 0.08 Dh per share.
Increase in capital
The resolution also authorized the company to increase the issued share capital of the company from Dh 53.03 billion to Dh 62.82 billion and authorize the issuance of 53,391,475,304 new ordinary shares with Dh 1 each in the capital. company share in Meraas on the bank debt conversion.
Each conversion share will be considered as fully paid up, and the difference between the amount of senior bank debt and the nominal value of the conversion shares will be recognized by setting up a negative reserve in the company’s balance sheet.
The resolution also authorizes the updating of the register of shareholders of the company on behalf of Meraas in accordance with the terms and conditions set out in the Meraas offering document.
Mandatory acquisition rule and cancellation
Anyone who acquires a 90 percent stake plus one share in the issued share capital of a company has the right to compel minority shareholders of the company to sell or exchange any shares they own in favor of that company. person in accordance with a written notification to the company and to the minority shareholders concerned. After the completion of the initial offer, the DXBE shares will be delisted from the DFM listing.