Ad-Hoc Group statement : A majority of Certificateholders oppose Consent Solicitation Emirates REIT reticent to release current voting data raised significant concerns

30
  • Emirates REIT voting data continues to show that investors representing the majority of the Certificates outstanding (55%) oppose or did not vote for the Consent Solicitation as of 26 May. 
  • Additional institutional investors expressed their support to the Ad Hoc Group, indicating greater opposition to the proposed transaction. Collectively, the Ad-Hoc Group and such other investors together represent c.40% of Certificates outstanding who  oppose the Consent Solicitation.
  • Ad-Hoc Group urges Emirates REIT not to oversee and ignore the specific requests made to them by the Ad-Hoc Group that will bring long-term benefit to all Certificateholders and the Company’s shareholders.
  • Ad-Hoc Group has appointed Akin Gump Strauss Hauer & Feld LLP, a top tier law firm with deep expertise acting for Ad-hoc committees in contentious and non-contentious capital markets restructurings.

Dubai: The Ad-Hoc Group of Certificateholders in Emirates REIT Sukuk Limited (the “Sukuk”) (the “Ad-Hoc Group”), has held discussions with other large institutional Certificateholders in the Sukuk, and collectively the Ad-Hoc Group and such other investors together represent c.40% of Certificates outstanding who oppose the Consent Solicitation. The rapidly growing size of Certificateholders opposing the Consent Solicitation demonstrates the serious concerns that Certificateholders have, particularly in respect to weak governance, cash leakage and continued lack of transparency.  

The Ad-Hoc Group reiterates its surprise and disappointment at the Company’s lack of willingness to engage in a good faith discussion with its investors, which would be expected in such a situation and rather the Company has ceased sharing information requested, which raises further questions and concerns. The Ad-Hoc Group was formed in order to, and continues to, seek in good faith to negotiate with Emirates REIT regarding the proposed transaction to the benefit of all Certificateholders, as well as the long-term benefit of the Company’s shareholders. 

Voting data provided by Emirates REIT continues to show that investors representing the majority of Certificates outstanding (55%) oppose or did not vote for the Consent Solicitation as at 26 May. Certificateholders representing only 45% of Certificates outstanding have, according to the data provided, voted in favour. Given that the Consent Solicitation is structured to incentivise early voting, the Ad-Hoc Group believes that more recent voting data will show the scale of opposition. Therefore, the Ad-Hoc Group calls again on Emirates REIT to provide the latest voting data to validate its counter-claim that it has a majority, in the interests of full transparency and to avoid the potential spread of misinformation.