UAE

L'IMAD bids AED 6.25/share for 100% of AD Ports (23% premium)

On 17 August 2026 AD Ports Group filed with ADX a notification from L'IMAD Holding: Abu Dhabi's sovereign investor, through its wholly owned ADQ (already holding 75.42%), intends to submit a voluntary conditional cash tender offer for up to 100% of the publicly held shares at AED 6.25 per share. That is a 23% premium to the last close (AED 5.10), 25% to the 1-month VWAP, 31% to the 3-month VWAP, and 95% to the IPO price (AED 3.20, February 2022). The cash consideration for the remaining 24.58% is roughly AED 7.8 billion (~$2.1 billion); at the offer price, 100% of the company is valued at roughly AED 31.8 billion ($8.66 billion). We unpack the deal structure, the price benchmarks, what minorities should do now, and what it means for ADX and Abu Dhabi's strategy.

Alexander MartsManaging Director, IRC Restructuring · corporate restructuring & finance

19 August 20268 min read

L'IMAD Holding, through ADQ, on 17 August 2026 notified a voluntary conditional cash tender offer to acquire up to 100% of AD Ports Group at AED 6.25 per share — a 23% premium to the AED 5.10 last close, 25% to the 1-month VWAP of AED 5.02, 31% to the 3-month VWAP of AED 4.76, and 95% to the AED 3.20 IPO price of February 2022; ADQ already holds 75.42%, 100% valuation ~AED 31.8 billion ($8.66 billion), cash consideration for the remaining 24.58% ~AED 7.8 billion (~$2.1 billion); procedure under Capital Market Authority Decision No. (18/R.M) of 2017 (SCA)

Common questions on this topic

What exactly did L'IMAD propose and how much of AD Ports is being bought?

On 17 August 2026 AD Ports Group filed on Abu Dhabi Securities Exchange (ADX) a notification from L'IMAD Holding Company PJSC — the sovereign investment holding of the Government of Abu Dhabi. L'IMAD, through its wholly owned subsidiary ADQ (Abu Dhabi Developmental Holding Company PJSC), intends to submit a voluntary conditional cash offer for up to 100% of the issued and paid-up share capital of AD Ports Group not already held by ADQ. ADQ already owns 75.42%, so the effective buyout target is the remaining 24.58% held by the public. The offer price is AED 6.25 per share in cash. At that price the company is valued at roughly AED 31.8 billion ($8.66 billion) for 100%; the cash outlay for the 24.58% stake alone is around AED 7.8 billion (~$2.1 billion).

Why AED 6.25 — how is the premium constructed?

The UAE regulator, the Securities and Commodities Authority (SCA), requires a voluntary offer initiator to justify the offer price against a set of market benchmarks under Capital Market Authority Decision No. (18/R.M) of 2017. Per the AD Ports disclosure, AED 6.25 represents: a 23% premium to the last close of AED 5.10 (14 August 2026), 25% to the 1-month VWAP of AED 5.02, 31% to the 3-month VWAP of AED 4.76, and 95% to the IPO price of AED 3.20 (8 February 2022). In other words, the price sits above every key market anchor at announcement — which is the standard pattern for a sovereign voluntary offer in the UAE: the initiator prices at the top of the range to reduce challenge risk, speed regulatory clearance, and secure a level of acceptance sufficient to move the listing outcome.

What should an AD Ports minority holder do right now?

The formal tender documentation itself has not been filed yet — on 17 August L'IMAD only notified an intention. The initiator will publish the tender offer document within the timeframe set by SCA; it will contain the acceptance window dates, broker acceptance procedure, tax mechanics and settlement details. Until then no action is required: (1) AD Ports continues to trade normally on ADX and orders execute as usual; (2) holding the position through to formal offer opening is normal — selling into the market only makes sense if you have already decided to reject the offer and accept the current market price; (3) when the document is out, verify the acceptance mechanics with your broker, the dates, and the tax treatment. UAE-resident individuals do not pay personal income tax; UAE corporates book the disposal proceeds in the 9% corporate tax base above the AED 375,000 threshold — standard CT rules.

Is AD Ports leaving ADX — is this a delisting?

The notification does not state a formal delisting outright, but the economic logic points that way: if ADQ receives enough acceptance to move its holding towards 100% (or close to it) and triggers a mandatory squeeze-out procedure, the company could be removed from the listing. Public commentary from the initiator points in the same direction: L'IMAD expects AD Ports' future growth to be «complex, capital intensive and long-term in nature», and full ownership would allow investment without the constraints and short-term expectations of public markets. The final listing outcome depends on the level of acceptance actually achieved, SCA/ADX approvals, and AD Ports' internal corporate procedures — that is, whether a partial free float remains on ADX or the company is delisted entirely will be settled at closing, not on the notification date.

How does this compare with the recent TAQA squeeze-out under the same L'IMAD?

These are two separate deals inside one architecture. TAQA — Abu Dhabi National Energy Company — exited ADX on 13 August 2026 through a mandatory squeeze-out of the last 1.88% of minorities at AED 2.70 per share; there ADPower (an L'IMAD subsidiary) already held 98.12%, so the procedure ran on the mandatory track. AD Ports is a different pattern: ADQ (also an L'IMAD subsidiary) holds a smaller 75.42%, and the buyout of the remaining 24.58% is a voluntary offer. The overarching frame is the same: the L'IMAD sovereign umbrella is consolidating Abu Dhabi's strategic assets (energy and utilities, ports and logistics) under direct control. Taken together this is a structural signal — a group of the public champions listed on ADX in 2020–2022 is returning to direct sovereign ownership. The wider frame of UAE business regulation in 2026 is covered in our <a href="/en/economy/regulirovanie-biznesa-oae-2026/">UAE 2026 Business Regulation review</a>.

On 17 August 2026 AD Ports Group filed on Abu Dhabi Securities Exchange (ADX) a notification from L'IMAD Holding Company PJSC — the sovereign investment holding of the Government of Abu Dhabi. Through its wholly owned ADQ (Abu Dhabi Developmental Holding Company PJSC), which already owns 75.42% of the shares, L'IMAD intends to submit a voluntary conditional cash offer for up to 100% of AD Ports Group's publicly held share capital at AED 6.25 per share.

The deal in numbers

Offer price: AED 6.25 per share in cash.
Target: up to 100% of the issued and paid-up share capital not already held by ADQ.
ADQ current stake: 75.42%; effective buyout target is the remaining 24.58% held publicly.
100% company valuation at the offer price — approximately AED 31.8 billion ($8.66 billion).
Cash consideration for the 24.58% — roughly AED 7.8 billion (~$2.1 billion).
Premium to last close AED 5.10 (14 August 2026) — 23%.
Premium to 1-month VWAP AED 5.02 — 25%.
Premium to 3-month VWAP AED 4.76 — 31%.
Premium to IPO price AED 3.20 (8 February 2022) — 95%.
Notification date: 17 August 2026; the formal tender offer document is due within the timeframe set by the regulator.

The primary source is the issuer disclosure filed with ADX on 17 August 2026 («Announcement of Notification to Submit a Voluntary Conditional Cash Offer to Acquire AD Ports Group Shares»); the procedure is governed by Capital Market Authority Decision No. (18/R.M) of 2017 — the Securities and Commodities Authority (SCA) framework for acquisitions and mergers of public joint-stock companies.

Who L'IMAD and ADQ are — and how the ownership stack is set up

L'IMAD Holding Company PJSC is the sovereign investment holding of the Government of Abu Dhabi. Under a consolidated architecture, L'IMAD houses the emirate's key state and sovereign-adjacent assets across strategic sectors — from energy and utilities to ports, logistics and industrial infrastructure. ADQ (Abu Dhabi Developmental Holding Company PJSC) is an L'IMAD subsidiary and one of the region's largest active investment holdings; inside AD Ports Group, ADQ is the controlling shareholder with a 75.42% stake.

AD Ports Group is one of the Middle East's largest ports-and-logistics groups: terminals at Khalifa Port, Zayed Port, Fujairah, Khor Fakkan and Sharjah, Abu Dhabi's economic zones (Khalifa Economic Zone and others), a rapidly growing ro-ro fleet, and a growing portfolio of international acquisitions. The company listed on ADX in February 2022 at AED 3.20 per share; the stock has since re-rated significantly, and the current L'IMAD offer values the business well above the initial listing level.

How the AED 6.25 price is derived

The standard UAE regulatory practice for a voluntary offer requires the price to exceed a set of market benchmarks — that logic sits inside Capital Market Authority Decision No. (18/R.M) of 2017. Per the official AD Ports disclosure, the four key comparisons are:

Vs. close on notification day: AED 5.10 (14 August 2026) — 23% premium.
Vs. 1-month VWAP: AED 5.02 — 25% premium.
Vs. 3-month VWAP: AED 4.76 — 31% premium.
Vs. IPO price: AED 3.20 (8 February 2022) — 95% premium.

AED 6.25 clears every one of the four anchors at once. Economically this mirrors regional practice for large sovereign voluntary offers: the initiator picks the top of the range to (a) reduce challenge risk from minorities, (b) move SCA clearance through without friction, and (c) secure enough acceptance to determine the listing outcome.

Regulatory process and timeline

The tender documentation itself has not yet been filed as of 17 August — the AD Ports disclosure notifies an intention by L'IMAD/ADQ to submit a voluntary conditional cash offer. From there, the SCA framework runs its usual sequence: filing of the full tender offer document; regulator approval; opening of the acceptance window; minority acceptance through brokers; offer close; settlement to sellers via the ADX depository. Exact dates for each step will be set inside the offer document itself. A wider view of UAE business regulation in 2026 — from corporate tax to public-company M&A rules — is in our UAE 2026 Business Regulation review.

AD Ports' corporate governance requires formal board acknowledgment and standard procedures; on the capital side, the deal follows PJSC M&A procedures. The ultimate delisting decision is taken at deal close — conditional on the acceptance level achieved and the regulator's stance.

Financial and legal advisers

Per public information, L'IMAD has appointed Rothschild & Co Middle East Limited as financial adviser to the offer. Joint-lead receiving banks are Emirates NBD Bank PJSC and First Abu Dhabi Bank PJSC; joint-lead managers are Emirates NBD Capital LLC and First Abu Dhabi Bank PJSC; co-lead manager is EFG Hermes UAE Limited. Legal adviser: Allen Overy Shearman Sterling LLP. Having the top three local banks in joint-lead receiving-bank and joint-lead manager roles points to acceptance mechanics designed for large-scale participation by retail and institutional minorities through familiar UAE channels.

What an AD Ports minority holder should do now

The practical picture is simple — the regulatory procedure runs on rails, minimum action is required at this stage:

Wait for the formal tender offer document. Nothing to accept before it is published — 17 August is only a notification of intent.
ADX trading continues normally. Buy and sell orders in AD Ports execute as usual; the procedure does not demand sudden decisions.
When the document is out, verify with your broker: offer opening and closing dates, acceptance and signing procedure, settlement date, payment details, and tax treatment in your jurisdiction.
Tax frame. UAE-resident individuals pay no personal income tax; UAE corporates book the disposal proceeds in the 9% corporate tax base above the AED 375,000 threshold — standard CT rules. Non-residents check the treatment at home.
If you stay in. If you decide not to accept, note that in deals of this class a high acceptance level opens the door to a subsequent mandatory squeeze-out (as with TAQA/ADPower on 13 August 2026): in that scenario the price is set by a regulator-defined formula — the highest of four benchmarks — and settlement runs through the ADX Central Securities Depository without minority action at the settlement stage.

What it means for ADX and Abu Dhabi's strategy

Formally, an AD Ports exit (if it materialises through the offer) reduces ADX free float. In practice the impact on indices and liquidity is offset: a 23% premium is real cash for minorities, and the signal itself — a large sovereign consolidation at a premium — is broadly positive for institutional investors. It confirms that the UAE public-company M&A framework runs on a transparent formula, and that the initiator is willing to pay above market for speed and certainty.

At the strategic level, this is L'IMAD's second major delisting move in two weeks: on 13 August the mandatory squeeze-out of the last 1.88% of TAQA (Abu Dhabi National Energy Company) closed via ADPower at AED 2.70 per share — TAQA exited ADX in full; AD Ports is now next in the queue. The overall logic: a set of the public champions taken to ADX in the last cycle (energy and utilities, ports and logistics) is returning to direct sovereign ownership under the L'IMAD umbrella. The public rationale — stated by the initiator itself — is that further growth needs «complex, capital intensive and long-term» investment, which is more efficient outside public-market constraints. The broader macro backdrop is covered in our UAE 2026 economic outlook.

Bottom line

The 17 August 2026 notification opens what could be ADX's largest deal of the year: L'IMAD, through ADQ, is entering a voluntary offer at AED 6.25 per share for AD Ports Group, valuing 100% of the company at roughly AED 31.8 billion ($8.66 billion). The price carries simultaneous premiums to spot, 1-month and 3-month VWAP and the IPO price; the procedure runs under the SCA framework. The key decision window for minorities opens with the formal tender offer document; until then, no action is required — trading continues normally, and any specific-situation analysis is best done with your broker and tax adviser.

This article is informational and does not constitute investment, legal or tax advice. Formal ADX / AD Ports Group disclosures, the tender acceptance window, and the tax treatment in any given jurisdiction should be verified with your broker and a specialist adviser.

Topics:UAEAbu DhabiADXM&AAD PortsL'IMADADQEconomyInvestment