NMDC Shareholders Approve Recommended Offer to Combine with NPCC to Create a Leading EPC Powerhouse

• The combined entity will create one of the leading integrated oil & gas and marine services EPC players with an established footprint across MENA and South Asia
• Transaction unlocks significant value creation potential for the combined group for shareholders and wider stakeholders through revenue diversification, cost synergies and increased scale and resilience to market cycles
• NMDC would remain listed and become one of the largest companies on the Abu Dhabi Securities Exchange by market capitalisation, providing a positive impact on overall demand and liquidity

Abu Dhabi, United Arab Emirates, 15 December 2020 (AETOSWire): Shareholders of National Marine Dredging Company PJSC (“NMDC”), have voted at the Company’s General Assembly Meeting to approve the recommended offer from General Holding Corporation PJSC (Senaat), which is part of ADQ, and other minority shareholders of National Petroleum Construction Company PJSC (“NPCC”) (together, the “NPCC Shareholders”), to combine NPCC with NMDC. NPCC is a world-class Engineering, Procurement and Construction Company that provides total EPC solutions to both the Offshore and Onshore Oil & Gas sector.

The combination of NMDC and NPCC (the “Combined Group”) will create one of the leading integrated oil & gas and marine services EPC players, with an established footprint across MENA and South Asia. The businesses are complementary, and the transaction would provide significant revenue diversification for the Combined Group. By creating a single platform, the Combined Group is ideally positioned to capture growth opportunities in the UAE and in key regional markets, with strong capabilities across the value chain to support future expansion plans.

NMDC will remain listed on the Abu Dhabi Securities Exchange (“ADX”) following completion of the transaction which is expected by the end of Q1 2021. The Combined Group will be one of the largest companies on the ADX based on market capitalisation, which is expected to have a positive impact on overall demand and liquidity for its shares.

Transaction structure

During NMDC’s General Assembly Meeting, shareholders who hold 88 percent of the shares represented at the meeting approved the NPCC Shareholders' offer, submitted on 15 August 2020. Under the terms of the agreement, the entire issued share capital of NPCC will transfer to NMDC in consideration for the issuance by NMDC to the NPCC shareholders of a convertible instrument.

The convertible instrument is convertible into 575,000,000 ordinary shares of par value AED 1 each in the capital of NMDC, representing 69.70% of the issued share capital of NMDC following conversion. The convertible instrument will be converted into NMDC shares immediately following completion. The price at which the convertible instrument will convert into shares in NMDC is AED 4.40 per share.

The transaction is subject to regulatory and other approvals including approval by the KSA General Authority for Competition and the UAE Securities and Commodities Authority. Subject to the conditions of the transaction having been satisfied, it is expected that completion of the transaction, the issuance of the convertible instrument and the listing of the new NMDC shares will occur before the end of Q1 2021.