ADQ Plans a 6.25 Dirham Cash Offer for AD Ports Minority Shares at a 23 Percent Premium
AD Ports Group told the Abu Dhabi Securities Exchange on 17 August that it had received notification of an intention to submit a voluntary conditional cash offer for its shares at 6.25 dirhams each. The offeror is Abu Dhabi Developmental Holding Company, ADQ, acting for L’IMAD Holding Company, of which ADQ is a wholly owned subsidiary.
The step is procedural and its conditions are fully disclosed. This is a notification of intention, not an offer. There is no Offer Document. The transaction is conditional on final written approval from the Securities and Commodities Authority, on antitrust and foreign investment clearances where required, on the offeror completing due diligence on AD Ports to its own satisfaction, on third-party consents identified during that due diligence, on the AD Ports board dispatching a recommendation to shareholders, and on no material adverse effect arising before the unconditional date.
The arithmetic, from the filing. ADQ holds 3.84 billion shares, which the filing states is 75.42 percent. That leaves a minority of 1.25 billion shares, or 24.58 percent. At 6.25 dirhams the minority is worth 7.82 billion dirhams, about 2.13 billion dollars, and the implied value of the whole company is 31.81 billion dirhams, about 8.66 billion dollars.
| AD Ports, offer arithmetic | Shares | Share of capital | Value at 6.25 dirhams |
|---|---|---|---|
| Held by ADQ | 3.84 billion | 75.42% | |
| Minority sought | 1.25 billion | 24.58% | AED 7.82bn |
| Total | 5.09 billion | 100% | AED 31.81bn |
The total is published, not derived. Note 18 of the company’s condensed consolidated financial statements for the six months to 30 June 2026, reviewed and signed on 13 August, states authorised, issued and paid-up capital of 5.09 billion ordinary shares of one dirham each, unchanged from 2025, and records ADQ as majority shareholder with 75.42 percent. The offer is expressed against issued and paid-up capital not already held by ADQ, so that is the basis used here.
The premiums are disclosed and they are wide. The offer is 23 percent above the 14 August close of 5.10 dirhams, 25 percent above the one-month volume weighted average of 5.02, 31 percent above the three-month average of 4.76, and 95 percent above the February 2022 listing price of 3.20.
The shares jumped 14.9 percent on the announcement. They ended at 5.860 dirhams, up 14.902 percent on the day, which leaves a 6.2 percent distance to the 6.25 offer price. A spread of that size after an announcement is customary in conditional proposals, with the market pricing timing and the regulatory approval path until the Offer Document is issued. The data do not isolate which condition the market is weighting most.
Why it matters: The proposal offers minority shareholders a cash exit at a 23 percent premium to the 14 August close and 31 percent to the three-month average, within a disclosed regulatory framework overseen by the Securities and Commodities Authority. The conditions are published in full in the filing, including the absence of irrevocable undertakings and of a termination fee, a level of disclosure that lets shareholders assess the proposal on a stated basis before the Offer Document is issued. The 6.2 percent distance between the market price and the offer price remains the practical gauge of how the approvals are progressing, and it is the number to watch as the conditions are satisfied.
Outlook: The next verifiable step is the Offer Document, which requires the regulator’s final written approval, followed by the AD Ports board’s recommendation to shareholders. L’IMAD’s ports and logistics platform also holds Etihad Rail and Aramex. Rothschild and Co Middle East is financial adviser, with Emirates NBD Capital and First Abu Dhabi Bank as joint lead managers.
Sources: AD Ports Group announcement and ADX filing, both 17 August 2026 · Abu Dhabi Securities Exchange · AD Ports Group condensed consolidated financial statements for the six months to 30 June 2026, note 18. Minority value, implied equity value and the discount to offer calculated by The Edge Research Team.
