TIDM38DM
RNS Number : 1143F
DP World Crescent Limited
10 July 2019
FIRST SUPPLEMENT DATED 8 JULY 2019 TO THE BASE PROSPECTUS DATED
5 SEPTEMBER 2018
DP WORLD CRESCENT LIMITED
(incorporated in the Cayman Islands as an exempted company with
limited liability)
U.S.$3,000,000,000
Trust Certificate Issuance Programme
This base prospectus supplement (the "Supplement") is
supplemental to, forms part of, and must be read and construed in
conjunction with, the base prospectus dated 5 September 2018 (the
"Base Prospectus") prepared by DP World Crescent Limited (the
"Trustee") and DP World PLC (the "Company") in connection with the
Trustee's Trust Certificate Issuance Programme (the "Programme")
for the issuance of up to U.S.$3,000,000,000 in aggregate nominal
amount of trust certificates (the "Certificates"). Terms defined in
the Base Prospectus shall, unless the context otherwise requires,
have the same meaning when used in this Supplement.
This Supplement has been approved by the United Kingdom
Financial Conduct Authority (the "U.K. Listing Authority") in its
capacity as the United Kingdom competent authority for the purposes
of Part VI of the Financial Services and Markets Act 2000, as
amended (the "FSMA").
This Supplement constitutes a supplementary prospectus for the
purposes of Section 87G of the FSMA and, together with the Base
Prospectus, comprises a base prospectus for the purposes of
Directive 2003/71/EC (as amended or superseded) (the "Prospectus
Directive").
This Supplement complies with the requirements of Part 2 of the
Markets Law (DIFC Law No. 1 of 2012) (the "Markets Law") and
Chapter 2 of the Markets Rules (the "Markets Rules"). This
Supplement has been approved by the Dubai Financial Services
Authority (the "DFSA") under Rule 2.6 of the Markets Rules and is
an Approved Prospectus for the purposes of Article 14 of the
Markets Law. The DFSA does not accept any responsibility for the
content of the information included in this Supplement, including
the accuracy or completeness of such information. The liability for
the content of this Supplement lies with the Trustee and the
Company. The DFSA has also not assessed the suitability of the
Certificates to which this Supplement relates to any particular
investor or type of investor. If you do not understand the contents
of this Supplement or are unsure whether the Certificates to which
this Supplement relates are suitable for your individual investment
objectives and circumstances, you should consult an authorised
financial advisor.
The purpose of this Supplement is to: (a) incorporate by
reference into the Base Prospectus the audited consolidated
financial statements of the Group as at and for the year ended 31
December 2018 and the independent auditors' report thereon; (b)
amend the Base Prospectus in order to reflect an increase in the
size of the Programme (the "Programme Limit") from
U.S.$3,000,000,000 to U.S.$5,000,000,000; and (c) disclose certain
material developments in respect of the Group since 5 September
2018.
Terms defined in the Base Prospectus shall, unless the context
requires otherwise, have the same meaning when used in this
Supplement.
IMPORTANT NOTICES
Each of the Trustee and the Company accepts responsibility for
the information contained in this Supplement and declares that,
having taken all reasonable care to ensure that such is the case,
the information contained in this Supplement is, to the best of its
knowledge, in accordance with the facts and does not omit anything
likely to affect the import of such information.
Information which is updated by reference to one section of the
Base Prospectus may be repeated or referred to in other sections of
the Base Prospectus. Accordingly, to the extent that there is any
inconsistency between: (a) any statement in this Supplement or any
statement incorporated by reference into the Base Prospectus by
this Supplement; and (b) any other statement in, or incorporated by
reference into, the Base Prospectus, the statements in (a) above
will prevail.
None of the Arrangers, the Dealers, the Delegate or the Agents
have independently verified the information contained herein.
Accordingly, no representation, warranty or undertaking in respect
thereof, express or implied, is made. None of the Arrangers, the
Dealers, the Delegate or the Agents or any of their respective
affiliates accepts any responsibility for: (i) the accuracy or
completeness of the contents of this Supplement or any information
incorporated by reference into this document; (ii) any other
statement made, or purported to be made, by a Dealer or on its
behalf in connection with the Trustee, the Company, this Supplement
or the issue and offering of Certificates under the Programme; or
(iii) any acts or omissions of the Trustee, the Company or any
other person in connection with this Supplement or the issue and
offering of Certificates under the Programme. Each of the Dealers,
the Delegate and the Agents accordingly disclaims all and any
liability whether arising in tort or contract or otherwise which it
might otherwise have in respect of this Supplement or any such
statement. Neither this Supplement nor any other information
supplied in connection with the Programme or any Certificates: (1)
is intended to provide the basis of any credit or other evaluation;
or (2) should be considered as a recommendation by the Trustee, the
Company, the Dealers, the Delegate or Agents that any recipient of
this Supplement or any other information supplied in connection
with the Programme or any Certificates should purchase any
Certificates. Each investor contemplating purchasing any
Certificates should make its own independent investigation of the
financial condition and affairs, and its own appraisal of the
creditworthiness, of the Trustee and the Company.
Save as disclosed in this Supplement, no other significant new
factor, material mistake or inaccuracy relating to the information
included in the Base Prospectus which is capable of affecting the
assessment of the Certificates issued under the Programme has
arisen or been noted, as the case may be, since publication of the
Base Prospectus.
Copies of this Supplement, the Base Prospectus and the documents
incorporated by reference are available for viewing at the market
news section of the London Stock Exchange website
(http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html)
and on the Dubai Financial Service Authority's website
(https://www.dfsa.ae/DFSA-Listing-Authority/Approved-Documents) and
during normal business hours from the registered office of the
Trustee at the offices of Conyers Trust Company (Cayman) Limited,
Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman
KY1-1111, Cayman Islands and copies may be obtained during normal
business hours from the registered office of the Issuing and Paying
Agent at Winchester House, 1 Great Winchester Street, London EC2N
2DB, United Kingdom.
This Supplement and the Base Prospectus do not constitute an
offer to sell or the solicitation of an offer to buy any
Certificates by or on behalf of the Trustee, the Company or any
Dealer in any jurisdiction to any person to whom it is unlawful to
make the offer or solicitation in such jurisdiction. For a more
complete description of certain restrictions on offers and sales of
the Certificates described in this Supplement and the Base
Prospectus, see "Subscription and Sale and Transfer and Selling
Restrictions" in the Base Prospectus.
An investor which has agreed, prior to the date of publication
of this Supplement, to purchase or subscribe Certificates may
withdraw its acceptance before the end of the period of two working
days beginning with the first working day after the date on which
this Supplement is published, in accordance with the Prospectus
Directive and Section 87Q(4) to (6) (inclusive) of the FSMA.
The Certificates have not been and will not be registered under
the United States Securities Act of 1933, as amended (the
"Securities Act") or any U.S. state securities laws and the
Certificates may not be offered, sold or delivered within the
United States or to, or for the account or the benefit of, U.S.
persons (as defined under Regulation S under the Securities Act)
unless an exemption from the registration requirements of the
Securities Act is available and the offer or sale is made in
accordance with all applicable securities laws of any state of the
United States and any other jurisdiction.
UPDATES TO THE BASE PROSPECTUS
With effect from the date of this Supplement, the information
appearing in, or incorporated by reference into, the Base
Prospectus, shall be amended and/or supplemented by the information
set out as follows:
PUBLICATION OF THE GROUP'S YEAR 2018 FINANCIAL STATEMENTS
On 14 March 2019, the Group published its audited consolidated
financial statements as at and for the year ended 31 December 2018,
together with the independent auditors' report thereon (the "Year
End Financial Statements").
A copy of the Year End Financial Statements has been filed with
the U.K. Listing Authority and the DFSA and the Year End Financial
Statements are incorporated by reference in, and form part of, this
Supplement in their entirety and, by virtue of this Supplement,
form part of the Base Prospectus.
A copy of the Year End Financial Statements can be viewed on the
website of the Company at:
https://www.dpworld.com/-/media/82C51A91422A4AEBB83655E376DD2472.ashx.
For the avoidance of doubt, any documents incorporated by
reference in the Year End Financial Statements shall not form part
of this Supplement or the Base Prospectus. Any parts of the Year
End Financial Statements which are not expressly incorporated by
reference in this Supplement as provided above are either not
relevant for investors or are covered elsewhere in this
Supplement.
The sub-section headed "Significant or Material Change" on page
216 of the Base Prospectus shall be deemed to be replaced in its
entirety with the following paragraph:
"There has been no significant change in the financial or
trading position of the Company or the Group and there has been no
material adverse change in the prospects of the Company or the
Group, in each case, since 31 December 2018."
INCREASE IN THE PROGRAMME LIMIT
As of the date of this Supplement, the Programme Limit has been
increased from U.S.$3,000,000,000 to U.S.$5,000,000,000.
Accordingly, the aggregate face amount of all Certificates from
time to time outstanding under the Programme will not at any time
exceed U.S.$5,000,000,000 (or its equivalent in other
currencies).
RECENT DEVELOPMENTS
The following shall be added to the first bullet point under the
sub-section headed "Legal Proceedings" on page 165 of the Base
Prospectus:
"CCTL's appeal was allowed by the Division Bench of Madras High
Court following which CPT filed a special leave petition in the
Supreme Court against the Division Bench's order. The special leave
petition was heard on 4 February 2019 where the Supreme Court
dismissed this petition and upheld the arbitration award in favour
of CCTL."
The following shall be added to the second bullet point under
the sub-section headed "Legal Proceedings" on page 165 of the Base
Prospectus:
"In a further arbitral award on 29 March 2019, the LCIA
confirmed that Djibouti must pay to Doraleh Container Terminal S.A.
("DCT") an amount of: (a) U.S.$148.8 million (plus compound
interest at 3 per cent. per annum) for non-payment of royalties for
traffic not transferred to DCT once it became operational; and (b)
U.S.$385.7 million (plus simple interest at 3 per cent. per annum)
for breach of exclusivity by developing container facilities at
Doraleh Multipurpose Terminal, with further damages possible if
Doraleh International Container Terminals is built by
Djibouti."
The following shall be added as a new sub-section on page 165 of
the Base Prospectus under the section headed "Description of the
Company":
"Recent Developments
With effect from 12 November 2018, the Company changed its form
from a company limited by shares to a public company. As of the
same date, the Company amended its legal name from "DP World
Limited" to "DP World PLC".
On 13 January 2019, the Group entered into an agreement to
acquire a 99.2 per cent. stake in Puertos y Logistica S.A. (Chile)
("Pulogsa") from Minera Valparaiso, other shareholders associated
with the Matte Group and minority shareholders. The acquisition was
completed in April 2019 for an aggregate consideration of
approximately U.S.$499 million. Pulogsa operates a long-term
concession for Puerto Central in San Antonio in Chile's Central
Region V and also owns and operates Puerto Lirquen in Chile's
Southern Region VIII. Pulogsa is listed on the Santiago stock
exchange.
On 23 January 2019, the Group announced its acquisition of an
additional, controlling stake in DP World Australia (Holding) Pty
Ltd ("DP World Australia"). The transaction was completed in
February 2019 and, immediately after the completion of the
acquisition, the Group held a 60.25 per cent. stake in DP World
Australia.
On 20 February 2019, the Group announced its acquisition of the
holding company of P&O Ferries and P&O Ferrymasters from
Dubai World for a purchase consideration of approximately U.S.$409
million. P&O Ferries is a pan-European integrated logistics
business consisting of: (a) a market leading roll-on roll-off
ferries operation; and (b) a European transportation and logistics
solutions provider, P&O Ferrymasters. The transaction was
completed in July 2019.
In April 2019, the Group's concession in Indonesia ended. The
Group operated this concession through its joint venture, PT
Terminal Petikemas Surabaya (in which the Group held a 49 per cent.
stake).
On 2 May 2019, the Group announced a development project in Port
Rashid in Dubai which will be developed by Emaar Development PJSC
("Emaar"). Emaar will utilise this land for developing the Mina
Rashid area and the Group will receive approximately U.S.$450
million between the fourth and ninth year after commencement of
operations as well as 30 per cent. of future profits. The
transaction was completed in June 2019.
On 9 May 2019, the Group announced the acquisition of Fraser
Surrey Docks from Macquarie Infrastructure Partners. Fraser Surrey
Docks is a large, multi-purpose marine terminal located in the
greater Vancouver area of British Columbia, Canada. The transaction
is subject to customary completion conditions and is expected to
close in the second half of 2019.
On 23 May 2019, Hindustan Infralog Private Limited (which is a
joint venture between the Group and the National Investment and
Infrastructure Fund) announced the acquisition of a 76 per cent.
stake in KRIBHCO Infrastructure Limited ("KRIL"). KRIL operates
three major inland container depots/private freight terminals at
Pali in Haryana (India), Modinagar in Uttar Pradesh (India) and
Hazira in Gujarat (India). KRIL also has a strong presence in
India's National Capital Region, including a terminal located on a
notified double stack route. The transaction is subject to
customary completion conditions and is expected to close in the
second half of 2019.
On 19 June 2019, an aggregate amount of U.S.$232 million was
paid in connection with the final redemption of the
U.S.$650,000,000 trust certificates due 2019 issued by JAFZ Sukuk
(2019) Limited.
On 1 July 2019, the Group announced the acquisition of 100 per
cent. of Topaz Energy and Marine Limited ("Topaz") from Renaissance
Services SAOG and Standard Chartered Private Equity/Affirma Capital
for an enterprise value of U.S.$1,079 million. Topaz is a leading
international provider of critical marine logistics and solutions
to the global energy industry. It operates a modern and versatile
fleet of 117 vessels, predominantly in the Caspian Sea, MENA and
West Africa regions. The transaction is subject to customary
completion conditions and regulatory approvals and is expected to
close in the second half of 2019."
http://www.rns-pdf.londonstockexchange.com/rns/1143F_1-2019-7-10.pdf
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contact rns@lseg.com or visit www.rns.com.
END
PDILLFLLDIIILIA
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