Abu Dhabi Cooperative Society

Prospectus for Subscription for Share Capital Increase

(the “Prospectus”)

 

The main objective of this Prospectus is to present material information about Abu Dhabi Cooperative Society and to accept the subscriptions for the offering of new shares issued for the purposes of capital increase.

 

 

For additional information and inquiries concerning this Prospectus please contact:

Name:

Designation:

Email:

 

 

Name and Contact Details of the participants in the Capital Increase

Lead Receiving Bank

First Abu Dhabi Bank PJSC

FAB Building Khalifa Business Park, Al Qurm District

PO Box 6316, Abu Dhabi, United Arab Emirates

 

 

Subscription Legal Counsel

Hadef & Partners

Sheikh Khalifa Street, Blue Towers, 12 floor

 

Statutory Auditors

DELOITTE & TOUCHE (M.E.) LLP

LEVEL 11, AL SILA TOWER

ABU DHABI GLOBAL MARKET SQUARE

AL MARYAH ISLAND

P.O.BOX 990

ABU DHABI

____________________________________________________, Abu Dhabi

 

This Prospectus is dated ______ January 2022

 

 

Abu Dhabi Cooperative Society (“ADCOOP”) hereby invites its Shareholders to subscribe for its capital increase shares, as approved by the Ordinary General Assembly of ADCOOP on 9 December 2021.

 

FIRST – Decision of the Increase:

 

The Ordinary General Assembly of ADCOOP in its meeting held on 9 December 2021 resolved to increase the share capital of ADCOOP with an amount of AED (414,500,000) (four hundred fourteen million five hundred thousand Dirhams) through the issuance of new shares at the price of AED 33.16 (thirty three Dirhams and sixteen Fils) and offering the capital increase shares aggregating to 12,500,000 (twelve million five hundred thousand) shares (“New Shares”) to ADCOOP’s existing members and the strategic shareholder “International Holding Company PJSC” and its affiliates.

 

Furthermore, the Ordinary General Assembly of ADCOOP resolved to authorize ADCOOP’s Board of Directors, to effectuate the procedure for the capital increase, and take all necessary legal procedures in relation to the subscription for the New Shares and their offering to the existing members and strategic shareholders and take all necessary decisions in this regard .

 

Following the ordinary general assembly meeting, the Board of Directors of the COOP considered the issuance of new shares with a view to issuing this prospectus and revised the number of New Shares so that the number of New Shares issued to the existing members is approximately equal to 40% and the number of New Shares issued to the strategic shareholders is approximately equal to 60% of the New Shares issued for capital increase. Accordingly, the Board of Directors passed its resolution on (*) approving this prospectus and increasing the share capital in the following manner:

 

  • Issuing capital shares to increase the capital of ADCOOP, amounting to 5,128,056 (five million one hundred twenty eight thousand and fifty six) shares at the price of 33.16 (thirty-three Dirhams and sixteen Fils) per share, which are offered to ADCOOP’s existing members,

 

  • Issuing capital increase shares in favour of the strategic shareholders “International Holding Company PJSC” and its affiliates which will subscribe for 7,371,944 (seven million three hundred seventy one thousand and nine hundred forty four) shares at a price of 33.16 (thirty three Dirhams and sixteen Fils) per share.

 

SECOND – Capital Increase Mechanism and Issuance Amount:

 

The New Shares will increase the share capital of ADCOOP by the amount of AED 125,000,000 (one hundred twenty five million Dirhams) to increase ADCOOP’s share capital from AED 256,402,800 (two hundred fifty six million four hundred two thousand eight hundred Dirhams) to AED 381,402,800 (three hundred eighty one million four hundred two thousand eight hundred Dirhams).

 

The difference of AED 289,500,000 (two hundred eighty nine million and five hundred thousand (AED 414,500,000 Minus AED 125,000,000) will be recorded as Share Premium in the Financial Statements.

 

The New Shares will be subscribed to in the following manner:

 

 

  1. Issuing capital shares to increase the capital of ADCOOP, amounting to 5,128,056 (five million one hundred twenty eight thousand and fifty six) shares at the price of 33.16 (thirty-three Dirhams and sixteen Fils) per share, which are offered to ADCOOP’s existing members.

 

  1. Issuing capital increase shares in favour of the strategic shareholders “International Holding Company PJSC” and its affiliates which will subscribe for 7,371,944 (seven million three hundred seventy one thousand and nine hundred forty four) shares at a price of 33.16 (thirty three Dirhams and sixteen Fils) per share.

 

 

 

 

THIRD – General Information:

 

  1. Information on the Issuer:

 

Name of Issuer: Abu Dhabi Cooperative Society.

 

Legal status: established in the form of a cooperative society under the Federal Law No. (13) of 1976 on Cooperative Societies (“Cooperative Societies Law”) and by virtue of the Ministerial Decree no. (21/1) of 1980.

 

Registration number: number 7 as per the Cooperative Societies’ register held with the Ministry of Economy.

 

License Number with the Abu Dhabi Department of Economic Development: CN-1002107.

 

ADCOOP’s headquarter Abu Dhabi, UAE.

 

Current Share Capital: AED (256,402,800).

 

Current Number of Shares: (25,640,280) shares.

 

Nominal Value of each Share: (10) Dirhams.

 

Purpose of capital increase: Financing ADCOOP’s expansion plan to continue its business growth and development of its various operations.

 

  1. Information on the Board of Directors and Executive Management:

 

  • Board Members

 

 

H.E Sheikh Mohamed Bin Butti Al Hamed – Chairman

 

H.E. Saeed Eid Al Ghafli – Vice Chairman and Managing Director

 

H.E. Mohammed Khalfan Al Romaithi – member

 

H.E. Mohamed Bin Thaaloob A Derei – member

 

H.E. Mohammed Haji khouri – member

 

H.E, Ahmed Ali Matar Al Romaithi – member

 

H.E. Mohamed Ibrahim Almahmoud – member

 

 

  • Executive Management

 

 

Mr. Abdulmajeed Alkhoori                      Chief Executive Officer

 

Mr, Sundaresan Krishnamurthy             Chief Financial Officer

 

 

  1. Information on the Participants in Capital Increase:

 

  • Auditor: Deloitte & Touche (M.E) LLP.
  • Lead Receiving Bank: First Abu Dhabi Bank PJSC.
  • Legal Advisor: Hadef & Partners LLC.

 

 

FOURTH – Subscription Conditions:

 

  1. Right to Subscribe and Rights Ratio for Existing Members:

 

  • Existing members of ADCOOP registered in ADCOOP’s share register as at the close of business on Friday, 4 February 2022 (“Eligibility and Transfers Ceasing Date”) shall have the right to subscribe for the New Shares offered to them. Trading in Coop’s shares shall cease from the said Eligibility and Transfers Ceasing Date until one day after the Subscription Closing Date. The entitlement to subscription for New Shares shall be 1 New Share for every 5 shares currently owned in ADCOOP’s share capital (“Rights Ratio”).

 

  • On the Eligibility and Transfers Ceasing Date, the number of rights will be rounded to the nearest whole number of rights, provided that each member’s ownership percentage in ADCOOP’s share capital shall not exceed 10% of the share capital as per Article (5) of the Cooperative Societies Law and Article (17) of the ADCOOP’s Articles of Association.

 

  1. Subscription by the Strategic Shareholders

 

  • Strategic shareholders shall subscribe for the shares offered to them as set out in paragraph 2 of Section 2 above.

 

  1. Subscription for Shares in Excess of Rights Ratio:

 

The New Shares in excess of the Rights Ratio will be allotted in accordance with the Allotment Policy set out in this prospectus. Existing members may subscribe for New Shares in excess of their Rights Ratio. The existing member who subscribes for New Shares in excess of his Rights Ratio must pay for the value of such additional New Shares upon subscription to the New Shares.

 

  1. Subscription Invitation

 

On 3th February 2022, ADCOOP announced an invitation to subscribe in two daily newspapers issued in the Arabic language, which is also available on ADCOOP’s website. Lead Receiving Bank shall send written notification to the existing members on the date of amount of subscription by registered email or SMA on mobile phones or any other means of communication, as applicable.

 

  1. Subscription applications:

 

Subscription applications are available at the branches of the Lead Receiving Bank listed below.

 

  1. Issue Price:

 

The New Shares will be offered at an issue price of AED 33.16 per New Share in addition to issuance cost of 14 Fils (inclusive of VAT) per New Share which shall be borne by the subscriber. The above issue price shall apply to all subscribers to the New Shares including the strategic shareholders.

 

  1. Minimum Subscription:

 

            The minimum bid will be one New Share for each subscriber of the existing members.

 

  1. Maximum Subscription:

 

There is no maximum for subscriptions provided that the cap on each member’s shareholding under the Cooperative Societies Law and the Articles of Association of the COOP is observed.

 

  1. Payment

 

The full amount for subscription to the New Shares shall be paid upon submission of the subscription application. For the avoidance of doubt, the subscription amount per share shall include the price of AED 33.16 (Thirty-three Dirhams and Sixteen Fils) per share plus 14 Fils per New Share as issuance cost, the total subscription amount per New Share is AED 33.30 (Thirty-three Dirhams and Thirty Fils).

 

FIFTH – Further Information on Subscription

  1. Subscription Applications

 

The application form for the subscription (the “Subscription Application and terms and conditions”) is attached to this Prospectus.

Documents accompanying Subscription Applications: 

Eligible members who are interested to subscribe in the New Shares must submit the following documents along with their Subscription Application forms:

For individuals:

  • The original and a copy of a valid passport or Emirates identity card; and

 

  • A copy of the share certificate or holding statement issued by the registrar of ADCOOP.

 

  • In case the signatory is different from the eligible member, the additional documents below will be required:

 

  • the duly notarized power of attorney held by that signatory or a certified copy by UAE-regulated persons/bodies, such as a notary public or any other competent authority in the UAE;

 

  • the original passport/Emirates ID of the signatory for verification of signature and a copy of the original passport/Emirates ID; and

 

  • a copy of the passport/Emirates ID of the eligible member for verification of signature; or

 

  • In case the signatory is a guardian of a minor, the following will be submitted:

 

  • Original and copy of the guardian’s passport/Emirates ID for verification of signature;

 

  • Original and copy of the minor’s passport; and

 

  • If the guardian is appointed by the court, original and copy of the guardianship deed attested by the court and other competent authorities (e.g. notary public).

For companies registered in the UAE:

  • A copy of the shares certificate or holding statement issued by the registrar of ADCOOP.

 

  • The original and a copy of a trade license or commercial registration for verification or a certified copy by one of the following UAE-regulated persons/bodies; a notary public or any other competent authority in the UAE or as otherwise duly regulated in the country;

 

  • The original and a copy of the document that authorizes the signatory to sign on behalf of the eligible member and to represent the eligible member, to submit the application, and to accept the terms and conditions stipulated in the Prospectus and in the subscription form; and

 

  • The original and a copy of the passport/Emirates ID of the signatory.

 

  1. Method of subscription and payment

 

Steps, documents, and procedures required to apply for subscription Shares

 

  1. Sub Subscription through Participating branches of the Lead Receiving Bank

 

Eligible members are entitled to subscribe to the New shares during the subscription period by filling in the Subscription Application (attached to this Prospectus as a guide and available to Subscribers in the Lead Receiving Bank participating branches which are listed below) with the ShareCode and submit the application to the Lead Receiving Bank during the subscription period.

 

 

The details of the Subscription Application must be completed in a clear and fully legible manner. The Lead Receiving Bank has the right to reject to receive any Subscription Application that is incomplete, unclear, or illegible. Any conditions added to the Subscription Application are null and void. Submission of the Subscription Application does not constitute a guarantee of allocating the New Shares to the eligible Member.

 

The terms applicable to subscription for and issuance of New Shares will be in accordance with this Prospectus and in accordance with the Subscription Application form contained in this Prospectus. Any amended conditions in the Subscription Application shall be considered void.

 

Upon submitting the Subscription Application, each eligible member (or its agent duly appointed on his behalf) shall be deemed to agree, undertake and acknowledge the following:

 

  1. The information contained in the Subscription Application is true, accurate and complete.

 

  1. It read the entire Prospectus.

 

  1. That it fully understands the terms and conditions applicable to subscription, and issuance of New Shares as mentioned in this Prospectus.

 

  1. If any New Shares are allocated to it, it will abide by the terms and conditions of this Prospectus.

 

A validly complete Subscription Application must be submitted to one of the branches of the Lead Receiving Bank as set out in annex 1 of this Prospectus. Each Subscription Application shall be clearly signed by the eligible member or by its validly appointed attorney on its behalf.

The eligible member or their representatives shall affirm the accuracy of the information contained in the Subscription Application in the presence of a bank representative in the branch where the subscription for New Shares was made. Each Subscription Application shall be clearly signed by the eligible member or his or her representative.

ADCOOP may reject Subscription Applications submitted by any eligible member in the subscription period for any of the following reasons after ADCOOP committee formed by the Board to follow up on subscription attempt to contact the subscribing member and the subscribing members fails to cure below issues before close of business on the Subscription Closing Date (and no Offer Participant takes responsibility for non-receipt of an allotment of New Shares:

  • the Subscription Application is not complete or is not correct with regard to the amount paid or submitted documents;

 

  • the amount presented in the Subscription Application, is paid using a method that is not a permitted method of payment;

 

  • the Subscription Application is not clear and fully legible.

 

  • the Manager’s Cheque is returned for any reason;

 

  • if the balance of the bank account mentioned in the Subscription Application is insufficient to pay for the amount mentioned in the Subscription Application or the Lead Receiving Bank is unable to acquire the amount mentioned in the Subscription Application whether due to signature mismatch or any other reasons;

 

  • if the ShareCode is not made available or if the Sharecode  is incorrect;

 

  • if the Subscription Application is found to be duplicated (any acceptance of such duplicate application is solely at the discretion of ADCOOP and the Lead Receiving Bank);

 

  • if the Subscription Application is otherwise found not to be in accordance with the terms of this Prospectus;

 

  • if the eligible member is a natural person and is found to have submitted the Subscription Application other than in his/her personal name (unless he/she is acting as a representative for another eligible member);

 

  • an eligible member has not adhered to conditions of this Prospectus;

 

  • if it is otherwise necessary to reject the Subscription Application to ensure compliance with the provisions of the Cooperative Socaities Law, the Articles of Association of ADCOOP, this Prospectus.

 

ADCOOP may reject the Subscription Application for any of the reasons listed above on the Subscription Closing Date.

Method of payment of subscription amount

Method of payment 

The Subscription Application must be submitted by an eligible member to the Lead Receiving Bank together with the Sharecode with ADCOOP and the eligible member’s bank account number, in addition to payment in full for the amount it wishes to use to subscribe for the New Shares, which is to be paid in one of the following ways:

  • Certified bank cheque (Manager’s Cheque) drawn on a bank licensed and operating in the UAE, in favor of “ADCOOP – Capital Increase Subscription”;

 

  • Debiting an eligible member’s account with the Lead Receiving Bank;

 

Details of the eligible member’s bank account must be completed in the Subscription Application even if the application amount will be paid by Manager’s Cheque.

The subscription amount may not be paid or accepted by the Lead Receiving Bank unless subscription amount has been paid through one of the methods stated above.

 

  1. Timetable for subscription

 

The dates set out below outline the expected timetable for the subscription in the New Shares. However, ADCOOP reserves the right to change any of the dates/times, or to shorten or extend the specified time periods. In which case, ADCOOP  will publish such change(s) during. the subscription period in daily newspapers.

Event Date
Capital Increase Announcement Thursday February 3, 2022

 

Eligibility and Transfers Ceasing Date Friday, February 4, 2022

 

Subscription Commencement Date Tuesday February 8, 2022
Subscription Closing Date Monday February 21, 2022

 

Allocation of shares, commencement of refunds and despatch of allotment letters Saturday, February 26, 2022

 

Expected date of handing over of sharebook to the Registrar Monday, March 7, 2022
Expected date of issuing allotment letters to the old and new members by the registrar Wednesday, March 9, 2022

 

Issuance of new certificates to the old and new members by Registrar Tuesday, March 22, 2022

 

 

  1. Oversubscription:

 

  • The Lead Receiving Bank shall, within (5) five working days from the Subscription Closing Date, allocate the New Shares and notify the eligible members in writing of the number of New Shares resulting from the allotment.

 

  • Oversubscription Refund Method for eligible members: If any application to subscribe for New Shares is rejected, the Lead Receiving Bank will refund all amounts paid by eligible members whose applications were rejected. The Lead Receiving Bank will also refund the amounts paid by the subscribers and the excess of what was allocated to the subscribers within (5) five working days of Subscription Closing Date through the Lead Receiving Bank by transferring to the bank account listed in the subscription application or by cheque sent by registered mail to the address stated in the subscription application (in case the subscriber does not have a bank account mentioned the subscription application).

 

In case of fractions of shares, the number of shares will be rounded to the nearest whole number.

 

  1. Allotment Policy

 

Excluding the New Shares allocated to the strategic shareholders, the allotment of the New Shares to the existing members will be as stated, and in the same order of priority, below:

 

 

  • The Lead Receiving Bank, upon closing the subscription period, allocates the New Shares to the eligible member in accordance with the percentage of each subscriber’s contribution in the ADCOOP’s capital.

 

  • The remaining unsubscribed New Shares will be allocated to the existing members who subscribed for New Shares in excess of their Rights Ratio. Lead Receiving Bank shall allocate New Shares to those members who subscribed for New Shares in excess of the Rights Ratio pro rata to the excess amount paid by each of them.

 

  • In case the New Shares are not fully subscribed by the existing members, the Board of ADCOOP will approve the increase in share capital only to the extent of total subscriptions by the existing members and strategic shareholders even if the total of paid subscriptions is less than the amount of target capital increase set out above.

 

  • In the case of fractions, the number of allocated shares will be rounded to the nearest number. In all cases, the allotment of New Shares shall be subject to the overall cap on shareholding in ADCOOP of 10% after capital increase as per Article (5) of the Cooperative Societies Law and Article (17) of the ADCOOP’s Articles of Association.

 

 

Investors Relations:

 

For any queries related to subscription please contact ADCOOP’s (*) on (*).

 

 

 

Annex (1)

Participating Branches

 

S.No Branch name Branch Location-Area Working hours Timings for Receiving Subscriptions Branch Address
1 Khubeirah Abu Dhabi 8 am to 2 pm (Monday- Thursday) & 8 am to 12:30 pm (Friday) &

8 am to 2 pm (Saturday)

8 am to 1 pm (Monday- Thursday) & 8 am to 11 Am (Friday) &

8 am to 1 pm (Saturday)

Near Spinneys Khalidya Street Abu Dhabi
2 Al Batin Abu Dhabi 8 am to 2 pm (Monday- Thursday) & 8 am to 12:30 pm (Friday) &

8 am to 2 pm (Saturday)

8 am to 1 pm (Monday- Thursday) & 8 am to 11 Am (Friday) &

8 am to 1 pm (Saturday)

Street No. 9 Next to Bateen Bus Terminal and Al Bateen Mall;PO BOX:7644
3 Salam Street Abu Dhabi 8 am to 2 pm (Monday- Thursday) & 8 am to 12:30 pm (Friday) &

8 am to 2 pm (Saturday)

8 am to 1 pm (Monday- Thursday) & 8 am to 11 Am (Friday) &

8 am to 1 pm (Saturday)

Salam Street, Abu Dhabi
4 Oud Al Touba Al Ain – Abu Dhabi 8 am to 2 pm (Monday- Thursday) & 8 am to 12:30 pm (Friday) &

8 am to 2 pm (Saturday)

8 am to 1 pm (Monday- Thursday) & 8 am to 11 Am (Friday) &

8 am to 1 pm (Saturday)

Oud Al Touba Area, National housing loans bulding, Ali  Bin Abi Talieb street,
Al Ain.
5 Bur Dubai Dubai 8 am to 2 pm (Monday- Thursday) & 8 am to 12:30 pm (Friday) &

8 am to 2 pm (Saturday)

8 am to 1 pm (Monday- Thursday) & 8 am to 11 Am (Friday) &

8 am to 1 pm (Saturday)

Abdulla Al Rostamani Building, Khalid Bin Walid Road, Bur Dubai; PO BOX:115689
6 Sheikh Zayed Rd. Dubai 8 am to 2 pm (Monday- Thursday) & 8 am to 12:30 pm (Friday) &

8 am to 2 pm (Saturday)

8 am to 1 pm (Monday- Thursday) & 8 am to 11 Am (Friday) &

8 am to 1 pm (Saturday)

ALQUZE NEXT TO GOLDEN DAIMOND ;PO BOX:52053
7 Sharjah Sharjah 8 am to 2 pm (Monday- Thursday) & 8 am to 12:30 pm (Friday) &

8 am to 2 pm (Saturday)

8 am to 1 pm (Monday- Thursday) & 8 am to 11 Am (Friday) &

8 am to 1 pm (Saturday)

Al Reem Plaza, Ground floor Buheira Corniche, Sharjah;PO BOX:1109