ADQ offers to merge 3 aviation assets into Abu Dhabi Aviation

Gulf Today, Staff Reporter

ADQ, an Abu Dhabi-based investment and holding company, has submitted an offer to Abu Dhabi Aviation to combine its full 100% shareholding of Etihad Engineering and AMMROC, as well as its 50% ownership of GAL, into ADA, with the goal of establishing a diversified aviation services and MRO business, with strategic market access and commercial relationships with the world’s largest global aircraft manufacturers and OEMs.

The transaction is expected to create a globally competitive aviation business headquartered in Abu Dhabi to position the Emirate as a world-leading hub for aviation MRO services, logistics, supply chain and advanced engineering capabilities.

The combined group would have assets of approximately Dhs 9.4 billion (($2.6 billion) with an extensive portfolio of aircrafts, MRO centers and hangars.

Upon closing of the transaction, ADA will issue to ADQ a convertible instrument that would convert into approximately 652 million ordinary shares in the capital of ADA.

The price at which the convertible instrument will convert into shares in ADA is Dhs6.14 per share. The offer implies an equity valuation of approximately Dhs2.7 billion for ADA. Following completion, ADQ would own approximately 59 per cent of the entire issued share capital of ADA.

Mohamed Hassan Alsuwaidi, Managing Director and Chief Executive Officer of ADQ, said: “The proposed transaction will further position Abu Dhabi as a world-leading centre of aviation excellence, combining the strengths of each asset to form a global MRO and aviation services champion to capitalise on growth opportunities in the aviation industry.

The proposed combination will provide a framework to investing in the future development of an advanced aviation ecosystem that supports the sustainable transformation of Abu Dhabi and the UAE’s economy for the long-term.”

If the Board of Abu Dhabi Aviation recommends proceeding with the transaction, it will be subject to shareholder and regulatory approvals.

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, ADQ’s broad portfolio of major enterprises span key sectors of a diversified economy, including energy and utilities, food and agriculture, healthcare and pharma, and mobility and logistics, amongst others. As a strategic partner of Abu Dhabi’s government, ADQ is committed to accelerating the transformation of the emirate into a globally competitive and knowledge-based economy.

Proposed combination of Etihad Engineering, AMMROC and GAL with Abu Dhabi Aviation to create a globally competitive Aviation Services and Maintenance, Repair & Overhaul (MRO) business primed for future growth.

Meanwhile, Bayanat AI PLC, a public company limited by shares incorporated in the Abu Dhabi Global Market, has also announced its intention to offer 571,428,572 shares of the Company for public subscription - which will represent 22.22 percent of its share capital as at the listing date - and list the Company on the First Market of the Abu Dhabi Securities Exchange (ADX).

The subscription period for the listing will open on 21st October and close on 25th October, 2022. The Company intends to list on ADX on 31st October, 2022.

As at listing date, provided that the offering shares are fully subscribed, 77 percent shareholding will be held by Group 42 Holding Ltd.

Commenting on the announcement, Tareq Al Hosani, Chairman of the Board of Directors of the Company, said, “Throughout its 45-year heritage, and since becoming a member of the G42 ecosystem in 2020, Bayanat has been leveraging artificial intelligence and its developmental capabilities to offer differentiated geospatial AI solutions, underpinned by visionary leadership, a capable team of innovators, and a robust customer pipeline. We are confident that the Company is now strategically positioned to enter a new phase of growth with its planned listing on ADX as we look to deliver sustained shareholder value. On this significant occasion, and on behalf of the Board of Directors, I extend my thanks to our shareholders for their continued trust and confidence.

“As part of our ongoing efforts to catalyze positive development across the communities in which we operate, we look to play a significant role in the UAE’s economic growth, as well as that of the region and globally. The promising commercial market for our advanced solutions is expected to grow exponentially within the next five years, and Bayanat’s proven business model and ambitious growth strategy will serve as a foremost determinant of our aspiration to become a powerhouse in global AI-powered geospatial intelligence,” he added.

The subscription period for the listing will open on 21st October and close on 25th October, 2022. The Company intends to list on ADX on 31st October, 2022