DAMAC Real Estate Development Limited – Senior Unsecured 3.5-year Reg S Sukuk Mandate

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN OR INTO THE UNITED STATES OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS AS DEFINED IN REGULATION S (UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO.

DAMAC Real Estate Development Limited (“DAMAC”), rated Ba2 by Moody’s with a stable outlook and BB- by S&P with a positive outlook, a leading developer of high-end properties in the Middle East, has mandated Emirates NBD Capital, HSBC and J.P. Morgan as Joint Global Coordinators and Joint Bookrunners, with Abu Dhabi Commercial Bank, Dubai Islamic Bank, First Abu Dhabi Bank, GFH Financial Group and Mashreqbank as Joint Bookrunners, to arrange a global investor conference call on 2 October at 12:00pm UKT / 3:00pm UAE, along with a series of fixed income investor calls. A 3.5-year benchmark Regulation S, USD-denominated, senior unsecured Sukuk offering may follow, subject to market conditions. FCA/ICMA stabilisation applies.

This announcement is confidential and solely for the use of the person it is addressed to. Release, transmission or distribution to any other person, in whole or in part, is prohibited. The offering and the distribution of this announcement and other information referred to herein may be restricted by law and persons into whose possession this announcement or such other information comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. For a description of certain restrictions on offers, sales and transfers of the securities to which this announcement relates, see the Preliminary Offering Circular dated 2 October 2023 (the Preliminary Offering Circular).

This announcement does not constitute or form part of a prospectus or an offering document, nor does it form part of, and should not be construed as, an offer to sell, or the solicitation or invitation of any offer to buy or subscribe for, or otherwise acquire, any securities of Alpha Star Holding VIII Limited (the Certificates) or an inducement to engage in investment activity for the purpose of Section 21 of the Financial Services and Markets Act 2000 of the United Kingdom (FSMA).

This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for the Certificates in the United States or any other jurisdiction where to do so would be unlawful. The Certificates will only be offered to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S (Regulation S) under the Securities Act. The Certificates have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state of the United States or other jurisdiction.  The Certificates may not be offered, sold, pledged or otherwise transferred directly or indirectly within the United States or to, or for, the account or benefit of U.S. persons (as defined in Regulation S) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state of the United States.

In the United Kingdom,  HSBC Bank plc and J.P. Morgan Securities plc are authorised by the United Kingdom Prudential Regulation Authority and regulated by the Prudential Regulation Authority (the PRA) and the Financial Conduct Authority (the FCA). Emirates NBD Capital is regulated by the Dubai Financial Services Authority. Dubai Islamic Bank PJSC and First Abu Dhabi Bank PJSC are licensed and regulated by the Central Bank of the UAE. Abu Dhabi Commercial Bank PJSC is licensed by the Securities and Commodities Authority of the United Arab Emirates and regulated by the Central Bank of the United Arab Emirates. GFH Financial Group is licensed and regulated by the Central Bank of Bahrain.

This announcement has not been approved by the FCA. The announcement is not being provided to, and must not be passed on to, the general public in the United Kingdom. This announcement is only being made to and is only addressed to or directed at: (a) if the distribution of the securities to which this announcement relates is to be effected by a person who is not an authorised person under FSMA, only the following persons: (i) persons who are Investment Professionals as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (theFinancial Promotion Order), (ii) persons falling within any of the categories of persons described in Article 49 (High net worth companies, unincorporated associations, etc.) of the Financial Promotion Order, and (iii) any other person to whom it may otherwise lawfully be made in accordance with the Financial Promotion Order; and (b) if the distribution is to be effected by a person who is an authorised person under FSMA, only the following persons: (i) persons falling within one of the categories of Investment Professional as defined in Article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (the Promotion of CISs Order), (ii) persons falling within any of the categories of persons described in Article 22 (High net worth companies, unincorporated associations, etc.) of the Promotion of CISs Order, and (iii) any other person to whom it may otherwise lawfully be promoted (all such persons together being referred to as relevant persons), and must not be acted on or relied upon by persons other than relevant persons. Any security, investment or investment activity to which this announcement may relate is only available to any invitation, offer, or agreement to engage in such investment activity, is only available to relevant persons and will be engaged in only with relevant persons. No other person should rely on it or any of its contents.

This announcement is not a recommendation to invest in the Certificates. Certificateholders should conduct their own independent due diligence and consult their own Shari'a advisers as to whether the proposed transaction and the trading of the Certificates (including on the secondary market) is in compliance with Shari'a principles for their own purposes. None of the Joint Lead Managers makes any representation that the transaction, the Certificates or the trading thereof is or will be Shari'a compliant.

MiFID II professionals / ECPs-only – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).

UK MiFIR professionals/ECPs-only- Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).

In connection with Section 309B of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore (the SFA) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP Regulations 2018), Alpha Star VII Limited has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Certificates are capital markets products other than prescribed capital markets products (as defined in the CMP Regulations 2018) and are Specified Investment Products (as defined in MAS Notice SFA 04-N12:  Notice on the Sale of Investment Products and MAS Notice FAA-N16:  Notice on Recommendation on Investment Products).

Offers and sales to professional investors only as defined in the Securities and Futures Ordinance (cap.571) of Hong Kong (the SFO) and any rules made under the SFO.

Investors should not subscribe for the Certificates except on the basis of information contained in the Preliminary Offering Circular and subject to compliance with the offer and distribution restrictions therein.

A rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Similar ratings for different types of issuers and on different types of notes do not necessarily mean the same thing. The significance of each rating should be analysed independently from any other rating.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another e-mail system.

Should you have any questions or require further information, our Investor Relations team is readily available to assist you (investor.relations@damacgroup.com). Your inquiries are important to us, and we look forward to providing any necessary support.

Thank you for your continued trust and partnership with DAMAC.