International Holdings Company (IHC) (ADX:IHC), one of the UAE’s foremost holding companies with investments in diversified operating businesses, signed today an Implementation agreement to acquire PAL Cooling Holding LLC (PAL) - subject to final shareholders and regulatory approval - which allows International Holdings Company to enter into the utilities market. The acquisition will see the two companies conduct a share-swap arrangement, with IHC acquiring PAL’s entire share capital in exchange for PAL's shareholders receiving 1,311,428,571 of IHC’s newly issued ordinary shares as a strategic investor

The acquisition represents a move into a new strategic area for IHC, strengthening the organization’s position as a well-diversified holding company with a portfolio of high-quality investments.  The arrangement also marks another step in IHC’s long-term strategy to create and sustain long-term value for its shareholders.

Following the acquisition, IHC’s business interests will include one of UAE’s core district cooling assets, in addition to industrial aquaculture, agricultural, and real estate projects. The utilities space is one of the GCC’s most promising growth sectors, and by acquiring PAL’s portfolio, IHC will gain a number of advantages. These include a higher certainty of continuous cash flow, enhanced profitability, and various cost efficiencies across the company’s current pool of assets. Also, the acquisition also spells good news for IHC’s shareholders. As an ‘accretive acquisition’, the agreement will increase IHC’s earnings per share, while also seeing the combined value of the two companies rise higher than the sum of IHC and PAL as separate entities.

For PAL and its shareholders, the transaction will accelerate PAL's strategy as a provider of cleaner, more cost-effective cooling in the GCC’s growing district cooling sector, which today makes a significant contribution to the UAE’s diversification agenda.

“The Addition of PAL and its business to our group marks an important milestone in IHC’s strategic journey and a defining moment in the future prosperity of each organization,” commented H.E. Hamad Abdulla Al Shamsi, Chairman of International Holdings Company PJSC. “Continued profitable growth and creating shareholder value are our main priorities, and we’re achieving both by bringing an organization with such resilience and high growth potential under our wing. The strength of PAL’s portfolio and ambition for the future makes it an ideal fit for IHC as we look to reach new heights across our entire investment pool,” added Al Shamsi.

To date, PAL’s UAE network of district cooling plants comprise a design capacity of 245,000 Refrigeration Tonnes (“RT”), with a current installed capacity of 85,000 RT. PAL also holds long term concessions of over 450,000 RT and a healthy pipeline of future developments, alongside client partnerships with a number of leading development partners. The demand for district cooling and PAL’s services continue to rise as GCC nations focus on progress across their sustainability agendas. District cooling consumes up to 50 percent less electricity compared to conventional air-cooled chillers, while producing fewer CO2 emissions. The technology helps in reducing peak electricity consumption, particularly during the summer months when demand for air cooling is highest.

IHC is being advised by Ernst & Young Corporate Finance Limited as the M&A advisor, alongside White & Case as legal advisor, PwC Middle East as financial due diligence advisor, Colliers International as real estate valuer, and Mott Macdonald as the technical due diligence advisor.

Meanwhile, PAL shareholders have appointed SHUAA Capital psc as its M&A advisor, Linklaters as its legal advisor, and Grant Thornton for financial due diligence. IHC and PAL shareholders have  appointed KPMG Lower Gulf Limited as joint independent valuer.

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