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Saudi Tadawul Group Holding Co. announces the signing of sale and purchase agreement to acquire a 32.6% strategic stake in DME Holdings Limited

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TADAWUL GROUP
2.17 %
1445/07/06     18/01/2024 15:30:00

Element ListExplanation
Transaction Details Saudi Tadawul Group Holding Co. (the Group), announces that it has entered into a binding sale and purchase agreement with DME Holdings Limited and it existing shareholders (including Eagle Commodities Limited, New York Mercantile Exchange, Inc and Tatweer Dubai LLC.) (the Agreement) to acquire a 32.6% shareholding in DME Holdings Limited (the Proposed Transaction)

New York Mercantile Exchange, Inc. (NYMEX) is owned by CME Group (CME), Tatweer Dubai LLC (Tatweer) is owned by Dubai Holding and Eagle Commodities Limited is owned by the Oman Investment Authority.

As a result of the Proposed Transaction, the Group will invest indirectly in Dubai Mercantile Exchange Limited (DME), which is owned by DME Holdings Limited, and regulated by the Dubai Financial Services Authority. In addition, the Group will become the joint largest shareholder alongside CME.

The shares acquired represent a combination of new and existing shares. The proceeds from the new shares will be used to fund DME’s growth.

Transaction Value The Group will invest SAR 107 million ($28.5 million) by acquiring 32.6% stake in DME Holding Limited representing a combination of new and existing shares.
Transaction Terms The Agreement is subject to a number of pre-closing terms and conditions, including but not limited to obtaining the relevant regulatory approvals outside the Kingdom of Saudi Arabia as well as other conditions of regulatory and commercial nature. In addition, the Proposed Transaction is subject to the terms of completing the final structuring of the Proposed Transaction.

As part of the Agreement, the Group has the opportunity to obtain majority control after the fourth year during a certain agreed time period. In addition, the Agreement allows for the existing shareholders to put their shares to the Group after four years during certain agreed time periods.

As part of the Proposed Transaction terms, “Dubai Mercantile Exchange” will be rebranded as the “Gulf Mercantile Exchange“ to reflect its position as a regional commodities exchange with global relevance.

Parties of the Transaction Saudi Tadawul Group Holding Co. (Buyer)

DME Holdings Limited and its existing following shareholders (Sellers):

1. Eagle Commodities Limited

2. New York Mercantile Exchange, Inc.

3. Tatweer Dubai LLC

Transaction Funding Method The Proposed Transaction will be funded by Shariah compliant borrowing.
Transaction Execution Date 2024-01-18 Corresponding to 1445-07-06
Description of the Business of the Asset forming the Subject Matter of the Transaction Dubai Mercantile Exchange Limited was founded in 2007 and is headquartered in the Dubai International Financial Center (DIFC) and regulated by the Dubai Financial Services Authority (DFSA) in the United Arab Emirates.

In addition, DME is the premier energy-focused commodities exchange east of the Suez and the home of the Oman Crude Oil Futures Contract (the DME Oman Contract), that generates the world’s largest amount of physically delivered crude oil. The DME Oman Contract serves as the third-most important crude oil benchmark globally.

Through the DME’s DME Oman Contract physical delivery volumes reached 210 million barrels of oil in 2023, up from 181 million in 2022.

A total of 20 billion barrels of Omani crude oil have traded DME since inception in June 2007, while 3 billion barrels have been delivered via its physical delivery mechanism over the same period.

All trades executed on DME are cleared through CME Clearing, which is regulated by the U.S. Commodity Futures Trading Commission (CFTC).

Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction N/A
Transaction reasons The Proposed Transaction represents a significant opportunity to leverage world-class capabilities and expertise, accelerating DME’s growth as a regional commodities leader that is well-positioned to capture global commodities demand.

The Proposed Transaction will support a strategic move towards leveraging the Middle East’s geographic proximity to both key commodity production hubs and end-markets.

The Proposed Transaction aligned with the Group’s growth strategy and ambitions which will contributes to the Group’s diversification as part of its strategic plan. The partnership will unlock further opportunities in the energy, metals, and agricultural commodity markets and support the ongoing transition to a sustainable economy through the launch of next-generation derivative contracts.

Expected Impact of the Transaction on the Company and Its Operations The Proposed Transaction will enable the Group to realize the third pillar of its strategy (Pillar 3, Global Commodities) and contribute to revenue growth and diversification, with an expected positive financial impact in the long term.
Related Parties N/A
Additional Information Following the completion of the Group’s Proposed Transaction, the DME will continue to operate as usual from its headquarters in DIFC and will remain regulated by the DFSA.

The Group will become the joint largest shareholder in DME Holdings Limited alongside CME, with other shareholders including the Oman Investment Authority and Dubai Holding as well as global financial and commercial industry leaders.

CME will continue to provide its industry-leading trading technology and clearing services to DME.

It is important to note that no Saudi Arabian crude oil contract will be traded, sold or bought on, or indexed to, nor will Saudi crude be delivered against, the DME Oman Contract via DME.

The Group appointed Rothschild & Co as financial advisor for the Proposed Transaction. In addition, AS&H Clifford Chance acted as legal advisor and Deloitte Middle East acted as financial and tax due diligence and accounting advisor.

The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.

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Key Parameters
Last Price 245.0
Net Change 5.2 (+2.17%)
Value Traded (Sar) 43,539,463.8
Volume Traded 179,882
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