ADQ Proposes Creating a Regional Hospitality Sector Leader with offer to combine ADNH and ADNEC

• The combined group would be well-positioned for revenue growth opportunities and cost synergies, along with a stronger, more efficient capital structure
• The transaction is expected to be earnings accretive shortly after completion

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Abu Dhabi 09 June 2021: ADQ, one of the region's largest holding companies with a broad portfolio of major enterprises spanning key sectors of Abu Dhabi's diversified economy, has submitted an offer to Abu Dhabi National Hotels Company PJSC ('ADNH') for a strategic combination of ADQs Abu Dhabi National Exhibitions Company (ADNEC) PJSC with ADNH.

The proposed transaction would create one of the largest hospitality, events, and catering powerhouses in the region that would enhance Abu Dhabi's tourism and hospitality sectors and position them for the Emirate's longer-term, economic transformation. The potential strategic combination seeks to provide greater synergies through better alignment and repositioning of key assets within ADNEC's portfolio, and is expected to be earnings accretive shortly after completion.

The combined group would have assets of approximately AED 20 billion (approximately USD 5.4 billion) as of 31 December 2020. The activities of the resulting company would comprise a portfolio of 28 owned and operated hotels with a total of approximately 6,700 rooms, three large exhibition centres in Abu Dhabi, Al Ain and London (UK) as well as several catering companies and food and beverage outlets.

In consideration for the transfer of the shares in ADNEC to ADNH, ADNH would issue to ADQ a convertible instrument that would convert into 1,221,374,045 ordinary shares in the capital of ADNH upon closing of the transaction. The price at which the convertible instrument will convert into shares in ADNH is approximately AED 3.93 per share. The offer implies an equity value of approximately AED 3.93 billion for ADNH. Following completion, ADQ would own approximately 54.98 percent of the entire issued share capital of ADNH.

Mansour AlMulla, Chief Investment Officer, Alternative Investments and Mergers Acquisitions, ADQ, commented: "This proposed offer provides a unique opportunity to create value by bringing together two major players in Abu Dhabi's hospitality and events sector. The combined company would benefit from increased scale, new revenue opportunities, and an enhanced capital structure that will position it well for future growth."

If the Board of ADNH recommends proceeding with the transaction, it will be subject to shareholder and regulatory approvals. Should it receive the necessary approvals, the transaction could close during the second half of 2021.

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ABOUT ADQ

Established in Abu Dhabi in 2018, ADQ is one of the region's largest holding companies with direct and indirect investments in more than 90 companies locally and internationally. Both an asset owner and investor, ADQs broad portfolio of major enterprises spans key sectors of Abu Dhabis diversified economy, including energy and utilities, food and agriculture, healthcare and pharma, and mobility and logistics, amongst others. As a strategic partner of Abu Dhabis government, ADQ is committed to accelerating the transformation of the emirate into a globally competitive and knowledge-based economy.

For more information, visit adq.ae or write to media@adq.ae. You can also follow ADQ on Twitter, Instagram and LinkedIn.

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About Abu Dhabi National Exhibitions Company (ADNEC)

Abu Dhabi National Exhibitions Company (ADNEC) is part of ADQ, one of the regions largest holding companies with a broad portfolio of major enterprises spanning key sectors of Abu Dhabis diversified economy.

ADNEC is a leader in managing and developing international strategic exhibition and convention centres and was founded with a vision to become the leading destination for popular, high-profile international conferences, exhibitions and congresses in the Middle East and North Africa. It owns and operates the Abu Dhabi National Exhibition Centre, the largest exhibition venue in the MENA region. In addition, ADNEC also includes the 100-acre ExCeL London exhibitions and conventions centre in the London Docklands, Al Ain Convention Centre, Aloft London ExCeL, Aloft Abu Dhabi, Andaz Capital Gate Abu Dhabi, Anantara Sir Bani Yas Island Abu Dhabi Resort, and Qasr Al Sarab Desert Resort by Anantara, ADNEC Services LLC, Capital Hospitality, and Capital Events LLC.

ADNEC group is working on developing its network of companies and is on a mission to enhance business tourism in Abu Dhabi by creating a platform that enables event organisers to realise their goals of connecting people via world-class events and venues and delivering best-in-class services to exceed stakeholder expectations.

For more information, please visit: http://www.adnecgroup.ae