Arada Sukuk Limited
12 August 2026
NOT FOR DISTRIBUTION: (A) IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED BELOW); OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
This announcement may contain inside information as defined in Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR") and is disclosed in accordance with the Trustee's obligations under Article 17 of MAR. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain. This announcement has been authorised for release by Jordan Hebert, Director of Arada Sukuk Limited.
12 AUGUST 2026
ARADA SUKUK LIMITED ANNOUNCES CONSENT SOLICITATION
to eligible holders of its outstanding U.S.$ 500,000,000 Trust Certificates due 2027 (the "Certificates")
ARADA SUKUK LIMITED
(Incorporated as an exempted company with limited liability in the Cayman Islands)
(the "Trustee")
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Description of Certificates |
Aggregate Face Amount Outstanding |
ISIN |
Consent Fee |
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U.S.$ 500,000,000 Trust Certificates due 2027 |
U.S.$ 411,702, 000 |
XS2471859251 |
U.S.$ 5.50 per U.S.$ 1,000 in aggregate face amount of the Certificates |
The Trustee invites holders of the Certificates (the "Certificateholders") to consent to certain modifications of the terms and conditions of the Certificates (the "Conditions") and the documents relating to the Certificates pursuant to the proposed Supplemental Declaration of Trust by approving and implementing an extraordinary resolution of the Certificateholders (the "Extraordinary Resolution") by way of Circulating Resolution by Electronic Consent or, where the Extraordinary Resolution has not been approved by Electronic Consent, at a Meeting, for approval of the relevant modifications of the Conditions, all as further described in the consent solicitation memorandum dated 12 August 2026 (the "Consent Solicitation Memorandum" and such invitation in respect of Certificates, the "Consent Solicitation"). Capitalised terms used in this notice and not otherwise defined shall have the meanings given to them in the Consent Solicitation Memorandum.
Background to the Consent Solicitation
Introduction
The purpose of the Consent Solicitation is to enhance Arada Development LLC's ("Arada") ability to optimise its future funding costs and capital structure by providing greater certainty and control to Arada with respect to the intended refinancing of the Certificates via the inclusion of an optional dissolution call right to be exercised at Arada's discretion prior to the Scheduled Dissolution Date (being 8 June 2027).
The Consent Solicitation invites Certificateholders to acknowledge and approve the Extraordinary Resolution to authorise the modification of the Conditions (and documents related thereto) to include a new call right for Arada to redeem, in whole or in part, the Certificates at their face amount (plus any due and unpaid Periodic Distribution Amounts in respect thereof), upon the Trustee giving between 3 to 10 business days' notice of such redemption to the Certificateholders and the Delegate as follows (the "Proposal"):
1. the inclusion of a call right at the option of Arada, by including a new Condition 11.10 as follows:
"11.10 Dissolution at the Option of Arada (Optional Dissolution Call Right)
Arada may, in its sole discretion, deliver to the Trustee a duly completed Exercise Notice, subject to and in accordance with the provisions of the Sale and Substitution Undertaking and, on receipt of such notice, the Trustee shall redeem the Trust Certificates in whole or in part on any Optional Dissolution Date at the Optional Dissolution Amount, on the Trustee giving not less than three Business Days' nor more than 10 Business Days' notice to the Delegate and the Certificateholders in accordance with Condition 18 (Notices) (which notice shall be irrevocable and shall oblige the Trustee to redeem the Trust Certificates, in whole or in part, as applicable, on the relevant Optional Dissolution Date).
"Optional Dissolution Amount" means the sum of:
(a) the face amount of the Trust Certificates to be redeemed; and
(b) any due and unpaid Periodic Distribution Amounts relating to such Trust Certificates.
"Optional Dissolution Call Right" means the right exercisable by the Trustee at the request of Arada pursuant to this Condition 11.10.
"Optional Dissolution Date" means the date on which the Trust Certificates are to be redeemed in accordance with this Condition 11.10, as specified in the relevant Exercise Notice."; and
2. the amendment the following definitions in Condition 1.1 to reflect the inclusion of such call right at the option of Arada in Condition 11.10:
The implementation of the Proposal, following the passing of the Extraordinary Resolution, shall remain subject to the discretion of Arada. Arada reserves the right, in its sole discretion, to determine whether to implement the Proposal and, if it elects to do so, the Implementation Date. Accordingly, the passing of the Extraordinary Resolution shall not oblige Arada to implement the Proposal. In addition, for the avoidance of doubt, any exercise of the Optional Dissolution Call Right shall remain subject to the discretion of Arada.
Key Terms and Conditions of the Consent Solicitation
Rationale for the Consent Solicitation
The purpose of the Consent Solicitation is to modify the Conditions and to provide that the Certificateholders acknowledge and approve the Extraordinary Resolution to modify the Conditions to include a call right at the option of Arada and amendments to existing definitions in the Conditions to reflect the inclusion of such call right at the option of Arada.
The Consent Solicitation seeks to enhance Arada's ability to optimise its future funding costs and capital structure by providing greater certainty and control to Arada with respect to the intended refinancing of the Certificates via the inclusion of an optional dissolution call right to be exercised at Arada's discretion prior to the Scheduled Dissolution Date (being 8 June 2027).
Consent Fee
The deadline for receipt by the Information and Tabulation Agent of valid Electronic Voting Instructions from Eligible Certificateholders wishing to vote in favour of the Extraordinary Resolution and to be eligible to receive an amount equal to U.S.$ 5.50 per U.S.$ 1,000 in aggregate face amount of the relevant Certificates (the "Consent Fee") is 4.00 p.m. (London time) on 21 August 2026 (as the same may be extended, the "Consent Fee Deadline"). In order for any Certificateholder to be eligible to receive the Consent Fee, the relevant Electronic Voting Instruction must be given in favour of the Extraordinary Resolution by the Consent Fee Deadline. If the Extraordinary Resolution is passed, either through the granting of Electronic Consent or at a Meeting, and the satisfaction of the other conditions set out in the Consent Solicitation Memorandum (including the implementation of the Proposal, in Arada's sole discretion), the Consent Fee will be paid by the Trustee no later than the second Business Day following the date on which the Optional Dissolution Call Right is exercised (the "Fee Payment Date"). Accordingly, the Fee Payment Date may occur on a date substantially later than the Consent Fee Deadline or the Expiration Deadline. For the avoidance of doubt, the entitlement of an Eligible Certificateholder to receive the Consent Fee will not be affected by any sale, transfer or other disposal of its Certificates following the passing of the Extraordinary Resolution.
Meeting
The notice convening the Meeting (the "Notice of Circulating Resolution by Electronic Consent and of Meeting") to be held at the offices of Greenberg Traurig, LLP, The Shard, Level 8, 32 London Bridge Street, London SE1 9SG, United Kingdom on 3 September 2026 at 10.00 a.m. (London time) has been given to Certificateholders in accordance with the relevant Conditions on the date of the Consent Solicitation Memorandum. The form of the Notice of Circulating Resolution by Electronic Consent and of Meeting in respect of the Certificates is set out in Annex A to the Consent Solicitation Memorandum.
Circulating Resolution by Electronic Consent
A Circulating Resolution by Electronic Consent requires a majority in favour consisting of Eligible Certificateholders holding not less than 75 per cent. in aggregate face amount of the Certificates outstanding. Delivery of an electronic instruction in respect of the Circulating Resolution by Electronic Consent is made upon the valid submission of an Electronic Voting Instruction. If Electronic Consent is granted, the Extraordinary Resolution in respect of the Certificates will take effect at the earlier of, if Electronic Consent has been granted by the Consent Fee Deadline, the Consent Fee Deadline and, if Electronic Consent has been granted by the Expiration Deadline, the Expiration Deadline, as if such Extraordinary Resolution was passed at the relevant Meeting, and shall be binding on all Certificateholders whether or not they participated in the Electronic Consent. In such circumstance, (i) the Extraordinary Resolution will not be put to a Meeting and such Meeting shall be cancelled by way of notice to the Certificateholders through the Clearing Systems as soon as practicable after such Electronic Consent is granted, (ii) the Certificates that are the subject of such Electronic Voting Instructions will be unblocked on the date falling one Business Day following the announcement by the Trustee that Electronic Consent in respect of the Certificates has been granted, and (iii) Electronic Voting Instructions received by the Information and Tabulation Agent after the Consent Fee Deadline will be rejected. No Consent Fee will be payable in respect of any Electronic Voting Instructions received by the Information and Tabulation Agent after the Consent Fee Deadline.
If Electronic Consent in respect of the Certificates not be granted by the Expiration Deadline, Certificateholders will be notified by way of notice through the Clearing Systems as soon as practicable after the Expiration Deadline as to whether (i) the Extraordinary Resolution in respect of the Certificates will be considered at the Meeting on 3 September 2026 by the relevant Certificateholders; or (ii) the Consent Solicitation will be terminated and the Meeting cancelled. In such circumstance, if Certificateholders are notified that the Extraordinary Resolution in respect of the Certificates will be considered at the Meeting on 3 September 2026 then such Meeting may not be cancelled.
General
Set out below is an indicative timetable showing one possible outcome for the timing of the Consent Solicitation, which will depend, among other things, on timely receipt (and non-revocation) of Electronic Voting Instructions, the rights of the Trustee (where applicable) to extend, waive any condition of, amend and/or terminate the Consent Solicitation (other than the terms of the relevant Extraordinary Resolution) as described in the Consent Solicitation Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.
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Date |
Action |
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12 August 2026 (At least 21 Clear Days before the Meeting) |
Announcement of Consent Solicitation Notice of Circulating Resolution by Electronic Consent and of Meeting published through the respective publication methods specified by the ISM and Nasdaq Dubai and delivered to Clearing Systems for further communication to Direct Participants. Consent Solicitation Memorandum and the draft of the Supplemental Declaration of Trust available from the Transaction Website (https://projects.sodali.com/arada), subject to registration and eligibility confirmation, operated by the Information and Tabulation Agent. From this date, Certificateholders may arrange for the relevant Certificates held by Clearstream, Luxembourg and/or Euroclear in their accounts to be blocked in such accounts and held to the order and under the control of the Information and Tabulation Agent in order to give valid Electronic Voting Instructions. |
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21 August 2026 4.00 p.m. (London time) |
Consent Fee Deadline Deadline for receipt by the Information and Tabulation Agent of valid Electronic Voting Instructions from Eligible Certificateholders in favour of the Extraordinary Resolution for such Eligible Certificateholders to be eligible to receive the Consent Fee. Certificateholders may continue to submit valid Electronic Voting Instructions after the Consent Fee Deadline but before the Expiration Deadline if the relevant Electronic Consent is not granted. |
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As soon as reasonably practicable after the Consent Fee Deadline |
Announcement of the results of the Electronic Consent at the Consent Fee Deadline Announcement of the results of the Electronic Consent at the Consent Fee Deadline, and whether the Extraordinary Resolution has been passed. Such announcement to be published through the respective publication methods specified by the ISM and Nasdaq Dubai, delivered to the Clearing Systems and available on the Transaction Website. If the relevant Electronic Consent is granted and the Extraordinary Resolution takes effect at the Consent Fee Deadline, Electronic Voting Instructions received by the Information and Tabulation Agent after the Consent Fee Deadline will be rejected. No Consent Fee will be payable in respect of any Electronic Voting Instructions received by the Information and Tabulation Agent after the Consent Fee Deadline. |
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31 August 2026 4.00 p.m. (London time) |
Expiration Deadline Deadline for receipt by the Information and Tabulation Agent of all Electronic Voting Instructions in order for Certificateholders to be able to participate in the Consent Solicitation. Deadline for making any other arrangements to attend or be represented at the Meeting. |
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As soon as reasonably practicable after the Expiration Deadline |
Announcement of the results of the Electronic Consent at the Expiration Deadline Announcement of the results of the Electronic Consent at the Expiration Deadline, and whether the Extraordinary Resolution has been passed. No Consent Fee will be payable in respect of any Electronic Voting Instructions received by the Information and Tabulation Agent after the Consent Fee Deadline. Such announcement to be published through the respective publication methods specified by the ISM and Nasdaq Dubai, delivered to the Clearing Systems and available on the Transaction Website. If Electronic Consent in respect of the Certificates is not granted by the Expiration Deadline, Certificateholders will be notified by way of notice through the Clearing Systems as soon as practicable after the Expiration Deadline as to whether (i) the Extraordinary Resolution in respect of the Certificates will be considered at the Meeting on 3 September 2026 by the relevant Certificateholders; or (ii) the Consent Solicitation will be terminated and the Meeting cancelled. In such circumstance, if Certificateholders are notified that the Extraordinary Resolution in respect of the Certificates will be considered at the Meeting on 3 September 2026 then such Meeting may not be cancelled. |
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3 September 2026 From 10.00 a.m. (London time) |
Meeting* Meeting to be held at the offices of Greenberg Traurig, LLP at The Shard, Level 8, 32 London Bridge Street, London SE1 9SG, United Kingdom. |
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As soon as reasonably practicable after the Meeting |
Announcement of the results of the Meeting Announcement of the results of the Meeting, if the Extraordinary Resolution has been passed, and whether the Eligibility Condition has been satisfied. Such announcement to be published through the respective publication methods specified by the ISM and Nasdaq Dubai and delivered to the Clearing Systems and available on the Transaction Website. |
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* If Electronic Consent is granted, the Extraordinary Resolution will take effect at the earlier of, if Electronic Consent has been granted by the Consent Fee Deadline, the Consent Fee Deadline and, if Electronic Consent has been granted by the Expiration Deadline, the Expiration Deadline, as if such Extraordinary Resolution was passed at the Meeting, and shall be binding on all Certificateholders whether or not they participated in the Electronic Consent. In such circumstance, (i) the Extraordinary Resolution will not be put to a Meeting and such Meeting shall be cancelled by way of notice to the Certificateholders through the Clearing Systems as soon as practicable after such Electronic Consent is granted, (ii) the Certificates that are the subject of such Electronic Voting Instructions will be unblocked on the date falling one Business Day following the announcement by the Trustee that Electronic Consent in respect of the Certificates has been granted and (iii) Electronic Voting Instructions received by the Information and Tabulation Agent after the Consent Fee Deadline will be rejected. No Consent Fee will be payable in respect of any Electronic Voting Instructions received by the Information and Tabulation Agent after the Consent Fee Deadline. |
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At the discretion of Arada |
Implementation Date (if any) Subject to either (i) Electronic Consent being granted; or (ii) if the Eligibility Condition is satisfied, the Extraordinary Resolution being passed at a Meeting, the date on which the Supplemental Declaration of Trust is entered into, if Arada implements the Proposal. |
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No later than the second Business Day following the date of the exercise of the Optional Dissolution Call Right |
Fee Payment Date The date for payment by the Trustee of the Consent Fee, in the event that: 1. either (i) Electronic Consent has been granted; or (ii) if the Eligibility Condition is satisfied, the Extraordinary Resolution is successfully passed at a Meeting; 2. the Proposal is implemented on the Implementation Date; and 3. the Optional Dissolution Call Right is exercised. |
Certificateholders are advised to check with any bank, securities broker or other intermediary through which they hold Certificates when such intermediary would require to receive instructions from a Certificateholder in order for that Certificateholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Consent Solicitation before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Electronic Voting Instructions will be earlier than the relevant deadlines specified above.
Further Information
A complete description of the terms and conditions of the Consent Solicitation is set out in the Consent Solicitation Memorandum. A copy of the Consent Solicitation Memorandum is available to eligible persons from the Transaction Website (https://projects.sodali.com/arada), subject to registration and eligibility confirmation or upon request from the Information and Tabulation Agent.
Before making a decision with respect to the Proposal, Certificateholders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations".
Further detail about the Consent Solicitation can be obtained from:
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The Solicitation Agents |
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Mashreqbank psc Mashreqbank Global Headquarters Al Umniyati Street, Burj Khalifa Community P.O. Box 1250, Dubai United Arab Emirates Attention: Liability Management team Email: DCM@mashreq.com
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Standard Chartered Bank 7th Floor Building One, Gate Precinct Dubai International Financial Centre P.O. Box 999, Dubai United Arab Emirates Attention: Liability Management Email: liability_management@sc.com
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The Information and Tabulation Agent |
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Sodali & Co Ltd The Leadenhall Building 122 Leadenhall Street London, EC3V 4AB United Kingdom Transaction website: https://projects.sodali.com/arada Email: arada@investor.sodali.com
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Distribution Restrictions
This announcement and the Consent Solicitation Memorandum do not constitute an offer or an invitation to participate in the Consent Solicitation in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer or invitation under applicable securities laws. The distribution of the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Consent Solicitation Memorandum comes are required by each of the Trustee, Arada, the Solicitation Agents and the Information and Tabulation Agent to inform themselves about, and to observe, any such restrictions.
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