
Dubai Holding Announces Increase in Size of Initial Public Offering of Dubai Residential REIT
Dubai, UAE – 19 May 2025 Dubai Holding, through its wholly owned subsidiary DHAM REIT Management LLC (the “Fund Manager”), today announces that, following approval from the UAE Securities and Commodities Authority (the “SCA”), it increased the Offering size of the initial public offering (“IPO” or the “Offering”) of Dubai Residential REIT, a Shariah-compliant income-generating closed-ended real estate investment fund under establishment and one of the largest owners and operators of residential real estate in Dubai (the “REIT”), to 1,950,000,000 Units from 1,625,000,000 Units, which would result in floating 15.0% of the REIT’s issued unit capital, instead of the previously announced 12.5%.
DHAM REIT Management LLC exercised its right to increase the number of Units driven by the strong demand from domestic and international investors and oversubscription across all tranches. Upon listing on the Dubai Financial Market (“DFM”), DHAM Investments LLC, a subsidiary of Dubai Holding, will continue to own a majority 85% stake in the REIT.
Based on the unchanged Offer Price Range of AED 1.07 to AED 1.10 per Offer Unit (the “Offer Unit”), the revised Offering size is expected to be between AED 2,087 million (USD 568 million) and AED 2,145 million (USD 584 million), implying a market capitalisation at listing of between AED 13.9 billion (USD 3.8 billion) and AED 14.3 billion (USD 3.9 billion).
SUBSCRIPTION PROCESS
As previously announced, Dubai Residential REIT’s Offering consists of two tranches. The revised Offering size entails the following:
1.The First Tranche, the UAE Retail Offer, remains unchanged at 162,500,000 Units, and is open to retail investors and eligible entities holding a National Investor Number (NIN) with the DFM
2.The Second Tranche, the Institutional Offering, is increased from 1,462,500,000 Units to 1,787,500,000 Units, and is open to qualified institutional investors (“Professional Investors”) outside the United States under Regulation S, subject to applicable UAE laws and SCA approval.
Each successful Subscriber in the First Tranche will be guaranteed a minimum allocation of 2,000 Units, provided that the total number of Units issued under the minimum guaranteed allocation does not exceed the Tranche size and remains within the limits and conditions set out in the Prospectus.
Investors in both tranches can subscribe to the Offering, which opened on 13 May 2025, and will close on 20 May 2025. The final Offer Price will be determined through a book-building process conducted in consultation with the Joint Global Coordinators, the Fund Manager and the Selling Unitholder, and is expected to be announced on 21 May 2025.
The completion of the Offering and admission of Units to trading on the DFM (“Admission”) is expected to take place on or around 28 May 2025. The Units are expected to trade under the symbol “DUBAIRESI”.
The details of the Offering are available in the Prospectus and public subscription announcement (the "Public Announcement"), and in an English-language international offering memorandum (the "International Offering Memorandum"), all available at http://ipo.dubairesidential.ae/.
Subject to the REIT Board’s approval and other provisions of the UAE prospectus, Dubai Residential REIT intends to adopt a semi-annual dividend distribution policy, making payments in April and September of each year, starting from September 2025. The REIT expects that the sum of its first two dividend payments, expected to be made in September 2025 and April 2026, will be the higher of: (i) AED 1,100 million; and (ii) an amount equal to 80% of profit for the period before changes in fair value of investment property, in respect of its financial results for the year ending 31 December 2025, subject at all times to Board approval. For the financial results for the year ending 31 December 2026 and thereafter, Dubai Residential REIT intends to distribute at least 80% of profit for the period before changes in fair value of investment property for each accounting period, subject to Board approval. The Offer Price Range implies a gross dividend yield of 7.9% at the bottom of the price range and 7.7% at the top of the price range for the year ending 31 December 2025.
Citigroup Global Markets Limited, Emirates NBD Capital PSC, and Morgan Stanley & Co. International plc have been appointed as Joint Global Coordinators and Joint Bookrunners. Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Arqaam Capital Limited acting in conjunction with Arqaam Securities LLC, and First Abu Dhabi Bank PJSC are acting as joint bookrunners (together with the Joint Global Coordinators, the "Banks") for the Offering.
Pursuant to an underwriting agreement entered into between Dubai Residential REIT, the Selling Unitholder, the Fund Manager and the Banks (the "Underwriting Agreement"), the Selling Unitholder will be subject to a lock-up (in connection with the Units) from the date of the Underwriting Agreement up to 180 days after Admission, subject to certain customary carveouts and consent by the Joint Global Coordinators. Dubai Residential REIT will also be subject to a lock-up for the same duration.
In connection with the Offering, the Selling Unitholder will allocate proceeds from the sale of up to 243,750,000 Offer Units to xCube LLC, a DFM-authorised price stabilisation manager appointed by the Fund Manager. These proceeds may be used, in accordance with applicable laws and DFM Trading Rules, to conduct stabilisation transactions on the DFM. The Banks and their respective directors, officers, employees, agents, and affiliates will not be involved in, responsible for, or benefit from any such transactions, which will be carried out solely by xCube LLC.
Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC, Al Maryah Community Bank LLC, Commercial Bank of Dubai, Emirates Islamic Bank PJSC, First Abu Dhabi Bank PJSC, and Mashreq Bank PSC have also been appointed as Receiving Banks.
For more information about the Offering, please visit: http://ipo.dubairesidential.ae/