Tender Offer by TC MENA Holdings LTD

Mandatory Cash Tender Offer by TC MENA Holdings LTD to acquire up to 100% shares of Gulf Cement Co. PJSC at AED 0.75 per share

If you are a shareholder in Gulf Cement Co. PJSC and you decide to accept the Offer, you will be entitled to receive AED 0.75 in cash for per share in Gulf Cement
Tender Offer Opening Date
14 March 2025
Tender Offer Closing Date
3PM on 24 April 2025
Offer Document
FAQ
Acceptance Form
Annex to the Offer Document

How To Accept the Offer

Physical Application

Submit a physical Acceptance Form duly completed and signed to Receiving Bank/Agent.

Electronic Application

Submit an Electronic Acceptance Form duly completed and signed to [email protected]

Contact Us

Should you have any queries, please reach us on 800 ENBD IPO

  • The Offer is being made by TC MENA Holdings LTD (“TC MENA”, the “Offeror”), a limited liability company incorporated in the Abu Dhabi Global Market (“ADGM”)
  • TC MENA is a private company limited by shares incorporated in the ADGM under company number 15714.
  • The shares in the Offeror are owned 90% by Buzzi S.p.A, a public joint stock company, listed in the Italian stock exchange market (around USD 10bn market cap as of March 10th) and incorporated in Italy, and 10% by Diarkis Holdings Ltd, a company incorporated in the ADGM and registered under company number 15562. The shares in Diarkis Holdings Ltd are 100% legally and beneficially owned by Mr. Jose Bernardo Sena Peralta (together, the "Ultimate Offerors").
    As at the date of this notification, TC MENA owns 154,215,626 Ordinary Shares (as defined below) (the "Offerors’ Interest"), equal to the 37.56% of the Target Share Capital

  • TC MENA has sent an Offer Document to shareholders to acquire up to the remaining 62.44% of the issued and paid-up ordinary shares of Gulf Cement.
  • This will be through a cash offer of AED 0.75 per share.
  • Offer represents a 39.3% premium to the 1-month and a 34.2% premium to the 3-month volume weighted average price to the last undisturbed price as of 11 March 2025.
  • TC MENA has also received irrevocable commitments from investors willing to tender the shares for a comprehensive amount of ca. 4% of the target share capital

  • TC MENA shareholders are active investors in the cement and building material sector with a portfolio of significant assets in the space globally, including several facilities in the USA. The acquisition of Gulf Cement would give them access to additional production facilities in a region in which they are not already present.

S.No Branch Name Emirates Working Hours Address Contact
1 Deira Branch Dubai Monday to Thursday

(8:00 AM - 3:00 PM)
Friday

(8:00 AM - 12:00 PM)
Saturday

(8:00 AM - 3:00 PM) 		Ground Floor, new Emirates NBD Building at Abra Rd, Deira, Dubai 800 ENBDIPO (800 3623476)
2 Jumeirah Branch Dubai Monday to Thursday

(8:00 AM - 3:00 PM)
Friday
(8:00 AM - 3:00 PM)
Saturday

(8:00 AM - 3:00 PM) 		Emirates NBD Building, Al Wasl Rd Intersection, Umm Suqueim 3, Jumeirah, Dubai 800 ENBDIPO (800 3623476)
3 Abu Dhabi Main Branch Abu Dhabi Monday to Thursday

(8:00 AM - 3:00 PM)
Friday

(8:00 AM - 3:00 PM)
 Ground Floor, Al Neem Building, Shaikh Khalifa street , Abu Dhabi 800 ENBDIPO (800 3623476)
4 Ajman Branch Ajman Monday to Thursday

(8:00 AM - 3:00 PM)
Friday

(8:00 AM - 12:00 PM)
Saturday

(8:00 AM - 3:00 PM)
 Emirates NBD Building, Sheikh Rashid Bin Humaid St, Al Sawan, Ajman 800 ENBDIPO (800 3623476)