DP World : Final Results Announcement

3f6ba400-66d5-43e9-9cc0-7adfd6d1b0e1.pdf

Final Results Announcement DP World Limited

25 May 2016

NOT FOR DISTRIBUTION 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 IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

25 May 2016

Further to its announcements on 16 May 2016 and 24 May 2016, DP World Limited (the "Company") hereby announces the final results of its invitation to the holders of the outstanding certificates detailed below (the "Certificates) issued by DP World Sukuk Limited (the "Issuer"), to tender such Certificates for purchase by the Company for cash (the "Offer"), subject to satisfaction or waiver of the New Financing Condition and the other conditions described in the Tender Offer Memorandum.

Description of Certificates	Issuer	ISIN1	Aggregate Principal Amount Outstanding	Purchase Price
U.S.$1,500,000,000 Trust Certificates (Sukuk al- Mudaraba) due 2017	DP World Sukuk Limited	XS0307408152	U.S.$1,421,980,000	U.S.$10,555.00 per U.S.$10,000 in aggregate principal amount

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the tender offer memorandum dated 16 May 2016 (the "Tender Offer Memorandum").

Final Results of the Offer

The Company is pleased to announce that, subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, it will, having increased the Maximum Purchase Consideration, accept all Certificates validly submitted for purchase pursuant to the Offer and provides the final results of the Offer as follows:

Aggregate principal amount of Certificates tendered: U.S.$1,112,700,000 Aggregate principal amount of Certificates accepted: U.S.$1,112,700,000 Pro ration Factor: Not applicable

Settlement

The Settlement Date for the Offer is expected to be 31 May 2016.

General

The complete terms and conditions of the Offer are set forth in the Tender Offer Memorandum

The Company retained Deutsche Bank AG, London Branch, HSBC Bank plc, Citigroup Global Markets Limited and Dubai Islamic Bank PJSC to act as Dealer Managers for the Offer.

1 Holders of Rule 144A Certificates with ISIN US23330NAA00 or who hold interests in the Certificates through DTC will not be permitted to participate in the Offer and are not included in the Aggregate Principal Amount Outstanding.

If you need further information about the Offer, please contact any of the Dealer Managers or the Tender Agent.

Contact Details: THE LEAD DEALER MANAGERS Citigroup Global Markets Limited

Citigroup Centre Canada Square London E14 5LB United Kingdom

Telephone: +44 20 7986 8969 Attention: Liability Management Group

Email: liabilitymanagement.europe@citi.com

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street London EC2N 2DB United Kingdom

Telephone: +44 (0)207 545 8011 Attention: Liability Management Group Email: liability.management@db.com

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom

Telephone: +44 (0)20 7992 6237 Attention: Liability Management Group Email: liability.management@hsbcib.com

THE CO-DEALER MANAGER Dubai Islamic Bank PJSC

PO Box 1080

Dubai

United Arab Emirates

Telephone: +971 4 295 3000 Attention: Debt Capital Market Email: DIBDCM@dib.ae

THE TENDER AGENT Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street London EC2N 2DB United Kingdom

Telephone: +44 (0)20 7547 5000

Attention: Global Securities Services - Corporate Trust Email: xchange.offer@db.com

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum and the announcements published on 16 May 2016 and 24 May 2016. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement

or the Tender Offer Memorandum comes are required by the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

None of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for the accuracy or completeness of the information concerning the Company, the Certificates or the Offer contained in this announcement or in the Tender Offer Memorandum. None of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates is acting for any Certificateholder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers, the Tender Agent and any of their respective directors, officers, employees, agents or affiliates assumes any responsibility for any failure by the Company to disclose information with regard to the Company or the Certificates which is material in the context of the Offer and which is not otherwise publicly available.