L’imad’s AD Ports Offer Clears All Key Conditions: AED 6.25 per Share, Payment and Share Transfer No Later Than 9 October 2026

Published: 2026-09-08

On 8 September 2026 AD Ports Group told the Abu Dhabi Securities Exchange (ADX) that ADQ has confirmed the satisfaction of every condition of its voluntary cash offer for the AD Ports shares it does not already own, apart from routine notifications still to be filed with the Capital Market Authority (CMA) and ADX. ADQ, the wholly owned subsidiary of the Abu Dhabi sovereign investor L’imad, is paying AED 6.25 in cash per share for up to 1,251,248,000 shares, or 24.58% of the company, on top of the 75.42% it already holds. Payment of the offer price and the transfer of tendered shares to ADQ are expected no later than 9 October 2026. The offer stays open until 3:00 pm UAE time on 15 September 2026, and the AD Ports board has already recommended that shareholders accept it on the strength of a fairness opinion from HSBC.

What was announced on 8 September

The filing is short but decisive. AD Ports Group said it had received notification and confirmation from ADQ that all conditions set out in the Offer Document had been satisfied, save for the customary notifications required to be submitted to the CMA and ADX. With the substantive conditions cleared, the two remaining steps are mechanical: paying the accepting shareholders and registering the acquired shares in ADQ’s name. Both are expected to be completed no later than 9 October 2026.

The timing is tighter than the offer document required. That document said the offer was expected to become unconditional within three months of the 15 September closing date, which would have allowed the process to run until mid-December. Instead ADQ has cleared the conditions a week before the offer even closes, and settlement will follow within weeks rather than months. Our earlier article on the announcement of the L’imad offer for AD Ports explains how the deal was structured on 17 August.

The regulator named in the filing, the Capital Market Authority, is the federal securities regulator that replaced the Securities and Commodities Authority (SCA) on 1 January 2026 under Federal Decree-Law No. 32 of 2025 and Federal Decree-Law No. 33 of 2025. Some press reports still use the old SCA name; the offer document and the AD Ports filings use CMA.

The offer at a glance

Timeline: from intention to settlement

Which conditions had to be satisfied

The Offer Document set two groups of conditions. The first: no government, regulator, court or other third party in any jurisdiction takes or threatens action that would materially restrict, prohibit or delay the offer, or impose material additional obligations on it. The second: all necessary notifications, filings and applications are made, all waiting periods expire, and all required authorisations, consents and approvals are obtained. Both groups have now been met. The offer was not conditional on a minimum level of acceptances. ADQ set out to buy up to 100% of the shares it did not own, so whatever is validly tendered by the closing date will be acquired.

The process runs under the CMA Board Chairman’s Decision No. (18/RM) of 2017 on the rules of acquisition and merger of public joint stock companies and Administrative Decision No. (62/R.T) of 2017 on the technical requirements. Under those rules the offer period must last between 28 and 60 days from publication of the offer document unless the regulator approves otherwise. The 18 August to 15 September window is 28 days, the minimum allowed.

How settlement will work for shareholders

The mechanics are set out in the offer document and are worth knowing in detail, because the money moves only along one route.

• Acceptances are submitted electronically through the Emirates NBD portal (ipo.emiratesnbd.com/en/adports) or the FAB IPO subscription portal, or on paper at participating branches of the two joint lead receiving banks. A shareholder needs an ADX National Investor Number (NIN) and details of the holding.
• The shares must sit in a depository account linked to the NIN with ADX and the Abu Dhabi Central Securities Depository (ADCSD). Transfers can be made through ADX digital channels, including the ADX app, or with the transfer form annexed to the offer document.
• Once submitted, an acceptance cannot be withdrawn.
• Payment is made within three business days after the Unconditional Date by transfer to the bank account registered against the shareholder’s NIN. Where no valid bank account is registered, the money is withheld until the records are updated with ADX and ADCSD.
• Tendered shares pass to ADQ free of liens and encumbrances, together with the right to any dividend declared after the Unconditional Date.
• Deadline: 3:00 pm UAE time on 15 September 2026, unless ADQ extends the period by up to 14 days.

Why the board said yes

The AD Ports board met at 3:00 pm on 26 August 2026 and reviewed the fairness opinion of HSBC Bank Middle East Limited, ADGM Branch, which it had appointed as independent financial adviser five days earlier. HSBC concluded that AED 6.25 per share is fair, from a financial perspective, to the holders of those shares. The analysis relied on discounted cash flow valuation, current and historical share prices, and publicly available financial and market information. On that basis the board resolved to recommend that holders of the offer shares accept, and approved the shareholders’ circular.

The recommendation came days after AD Ports posted its strongest quarter yet. In Q2 2026 net profit rose 88% year on year to AED 836 million on revenue of AED 7.08 billion, up 47%, and EBITDA reached AED 1.74 billion, up 49%. First-half revenue was AED 12.83 billion (+36%) with net profit of AED 1.49 billion (+64%). We reviewed the numbers in our article on the record Q2 2026 results of AD Ports Group. The stock closed at AED 6.04 on 26 August, almost 27% above its level at the start of the year and 89% above the IPO price of AED 3.20 from February 2022.

L’imad’s second take-private in a month

AD Ports is the second ADX-listed company that L’imad has moved to own outright this summer. Abu Dhabi Power Corporation, another L’imad subsidiary, completed the mandatory acquisition of all remaining shares in TAQA on 13 August 2026; the TAQA board resolved to delist on 25 August, and the shares left ADX on 1 September. We described that process in our article on the TAQA delisting after the L’imad buyout.

The AD Ports offer follows the same logic. In the offer document L’imad describes the group’s growth as complex, capital intensive and long-term, likely to require equity raises or a heavier debt load that public investors focused on short-term and medium-term returns may not welcome, and notes that recent acquisitions have already lifted leverage. Full ownership, it argues, lets AD Ports pursue capital investment programmes and strategic transactions without that tension.

L’imad, a sovereign investment platform of the Government of Abu Dhabi, groups its holdings into platforms covering ports and logistics, energy and utilities, urban development, vital industries, aviation and industrials. Its ports and logistics platform also includes Etihad Rail and Aramex, so a fully owned AD Ports becomes part of a wider state-controlled transport network rather than a standalone listed company.

The 8 September filing does not mention delisting, and no timetable for removing AD Ports from ADX has been published. The results announcement due on 16 September will show how close ADQ has come to 100%.

What it means for businesses in the UAE

For most companies AD Ports is a counterparty rather than an investment. They ship through Khalifa Port, hold licences in KEZAD (Khalifa Economic Zones Abu Dhabi), or contract with the group’s maritime, logistics and digital units. Those five clusters, Ports, Economic Cities and Free Zones, Maritime and Shipping, Logistics and Digital, are not affected by the change in share ownership. The practical points are these.

• Shareholders, including corporate treasuries and family offices that hold ADX stocks, have until 3:00 pm on 15 September to tender. Anyone who does not accept keeps shares in a company that may be delisted later; the filing gives no squeeze-out date.
• The bank account linked to the ADX NIN must be current, because settlement goes only to that account.
• KEZAD tenants and port users: licences, leases and concession terms are contracts with the operating companies and do not change with the ownership of the parent.
• Capital markets: at an implied value of AED 31.8 billion, AD Ports becomes the second large sovereign-backed take-private on ADX in 2026 after TAQA, in a year when ADX-listed companies grew profits by 38% in the first half and the UAE accounted for 80% of GCC M&A deal value.

Checklist for AD Ports shareholders

• Check that your AD Ports shares are held in a depository account linked to your ADX NIN with ADCSD; move them through the ADX app or a broker if they are not.
• Confirm that a valid bank account is registered against the NIN in the ADX and ADCSD records.
• Decide on the whole holding or a part of it: the offer may be accepted in respect of all or some of your shares.
• Submit the acceptance electronically via Emirates NBD or FAB, or on paper at a participating branch, before 3:00 pm on 15 September 2026.
• Keep the confirmation: an acceptance cannot be withdrawn once submitted.
• Expect the cash within three business days after the Unconditional Date and no later than 9 October 2026.

How Atlant Capital can help

Atlant Capital works with founders and investors who build their business around the UAE’s trade infrastructure, from KEZAD and Khalifa Port to the free zones of Dubai. We handle company setup on the mainland and in free zones, including holding and investment-holding structures for shareholders who keep listed and private assets in the UAE, corporate and personal bank accounts with the banks that also act as receiving banks in offers like this one, and work permits and residence visas for owners and staff. Accounting, audit and tax filings are performed by licensed accounting firms from our partner network. To discuss a structure, contact us.

Conclusion

The 8 September filing turns the L’imad offer for AD Ports from a proposal into a near-certainty: the conditions are met, the price of AED 6.25 per share is fixed, the board and HSBC have endorsed it, and the money is due by 9 October 2026. What remains open is the acceptance level, to be announced on 16 September, and the future of the listing itself. For businesses using the ports and zones nothing changes at the operating level; for the Abu Dhabi capital market the deal confirms a pattern set by TAQA a month earlier, where sovereign owners take strategic infrastructure private at a premium once its growth needs outrun what a listed structure can comfortably fund.

FAQ

Has the ADQ offer for AD Ports become unconditional?

On 8 September 2026 AD Ports Group announced that ADQ had confirmed the satisfaction of all conditions in the Offer Document, except for customary notifications still to be submitted to the Capital Market Authority and ADX. Payment of the AED 6.25 per share offer price and the transfer of tendered shares to ADQ are expected no later than 9 October 2026.

How much will AD Ports shareholders receive, and when?

Accepting shareholders receive AED 6.25 in cash for each share tendered. Under the offer document payment is made within three business days after the Unconditional Date, and the company has said it will happen no later than 9 October 2026. The cash goes to the bank account registered against the shareholder’s ADX NIN; if no valid account is registered, payment is withheld until the records are updated.

What happens if I do not tender my AD Ports shares by 15 September 2026?

The offer is voluntary and was not conditional on a minimum acceptance level, so ADQ will acquire only the shares that are validly tendered by 3:00 pm on 15 September 2026, or later if the period is extended by up to 14 days. Shareholders who do not accept keep their shares. No squeeze-out or delisting timetable has been published for AD Ports, although TAQA, another L’imad company, left ADX on 1 September 2026 after a full buyout.

Will AD Ports Group be delisted from ADX?

The offer targets up to 100% of the shares, and the 8 September filing does not mention delisting. The results announcement expected on 16 September 2026 will show how much of the remaining 24.58% has been tendered. In the TAQA case, full ownership by a L’imad subsidiary was followed by a board resolution to delist and removal from ADX within three weeks.