DP World : Tender Results

Final Results Announcement DP World Limited

18 September 2018

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

18 September 2018

Further to its announcement on 10 September 2018, DP World Limited (the "Company") hereby announces the final results of its invitation to the holders of the outstanding certificates detailed below (the "Certificates"), issued by JAFZ Sukuk (2019) Limited (the "Issuer"), to tender any and all of such Certificates for purchase by the Company for cash (the "Offer"), subject to satisfaction or waiver of the New Financing Condition and the other conditions described in the Tender Offer Memorandum.

Aggregate

Description of	Principal Amount	Certificates subject
Certificates	Issuer	ISIN	Outstanding	Purchase Price	to the Offer
U.S.$650,000,000 Trust	JAFZ Sukuk	XS0794821453	U.S.$650,000,000	U.S.$1,032.50 per	Any and all
Certificates due 2019	(2019) Limited	U.S.$1,000 in
principal amount

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated 10 September 2018 (the "Tender Offer Memorandum").

Final Results of the Offer

The Company is pleased to announce that, subject to satisfaction or waiver of the New Financing Condition on or prior to the Tender Offer Settlement Date, it will accept all Certificates validly submitted for purchase pursuant to the Offer and provides the final results of the Offer as follows:

Aggregate principal amount of Certificates tendered: U.S.$413,461,000

Aggregate principal amount of Certificates to be accepted for purchase: U.S.$413,461,000 Settlement

The Tender Offer Settlement Date is expected to be 26 September 2018.

General

The complete terms and conditions of the Offer are set forth in the Tender Offer Memorandum.

The Company retained Citigroup Global Markets Limited, First Abu Dhabi Bank PJSC, HSBC Bank plc, Abu Dhabi Commercial Bank PJSC, Dubai Islamic Bank PJSC and Emirates NBD P.J.S.C. to act as Dealer Managers for the Offer.

If you need further information about the Offer, please contact any of the Dealer Managers or the Tender Agent.

Contact Details:

THE LEAD DEALER MANAGERS

Citigroup Global Markets Limited Citigroup Centre

Canada Square London E14 5LB United Kingdom

Telephone: [phone] Attention: Liability Management Group Email:[e-mail]

First Abu Dhabi Bank PJSC

P.O. Box 2960

Abu Dhabi

United Arab Emirates

Telephone: [phone]

Attention: Debt Capital Markets & Liability Management Group Email:DCM&[e-mail]

HSBC Bank plc

8 Canada Square London E14 5HQ United Kingdom

Telephone: [phone] Attention: Liability Management Group Email:[e-mail]

THE CO-DEALER MANAGERS

Abu Dhabi Commercial Bank PJSC Head Office, PO Box 939

Sheikh Zayed Bin Sultan Street Abu Dhabi

United Arab Emirates

Telephone: [phone]

Attention: Ludovic Nobili, Head - Investment Banking Group Email:[e-mail]

Dubai Islamic Bank PJSC PO Box 1080

Dubai

United Arab Emirates

Telephone: [phone] Attention: Debt Capital Markets Email:[e-mail]

Emirates NBD P.J.S.C.

c/o Emirates NBD Capital Limited 12th floor, The Gate, West Wing DIFC, Dubai

United Arab Emirates PO Box: 506710

Telephone: [phone] Email:[e-mail]

THE TENDER AGENT

Citibank, N.A., London Branch Citigroup Centre

Canada Square Canary Wharf London E14 5LB United Kingdom

Telephone: [phone] Attention: Exchange Team Email:[e-mail]

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum and the announcement published on 10 September 2018. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum comes are required by the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

None of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Certificates or the Offer contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates is acting for any Certificateholder, or will be responsible to any Certificateholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Certificates which is material in the context of the Offer and which is not otherwise publicly available.