G42 SUCCESSFULLY COMPLETES INSTITUTIONAL OFFERING OF SHARES IN PRESIGHT

G42, the Abu Dhabi-based global technology group announces the successful completion of the sale of 118,000,000 ordinary shares, representing c.2% of the total share capital in Presight AI (ADX Symbol: PRESIGHT) via an accelerated bookbuild offering.

The transaction saw strong demand from investors in the UAE and internationally and successfully achieves G42’s objectives to broaden the institutional ownership of Presight as well as increase the free float to improve trading liquidity.

Shares were priced at AED 3.12 per share, raising net proceeds of c. AED 370m / USD 100m. Settlement of the transaction is expected to occur on or around 10th September 2025.

G42 remains fully committed to supporting Presight’s development and retains its position as the company’s largest shareholder with a retained stake of c.68.5%, which is subject to a 180-day lock-up from the closing of the transaction.

First Abu Dhabi Bank and Jefferies acted as Joint Global Coordinators and Joint Bookrunners and International Securities acted as Joint Bookrunner for the Transaction.

Disclaimer
 

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy, or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of Group 42 Holding Limited (the “Selling Shareholder”) to proceed with the Transaction or any transaction or arrangement referred to herein. None of Jefferies International Limited, First Abu Dhabi Bank PJSC, or International Securities L.L.C. (together the “Joint Bookrunners”) and/or any of their respective subsidiary undertakings, affiliates, or any of their respective directors, officers, employees, advisers, and/or agents are responsible for the contents of this announcement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The Transaction and the distribution of this announcement and other information in connection therewith or herewith in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, and any document or other information referred to herein, comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United Arab Emirates, the United States, Australia, Canada, Japan, South Africa, or Saudi Arabia, or in any jurisdiction in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance with applicable United States law. The offer and sale of the securities referred to herein has not been, and will not be, registered under the U.S. Securities Act or under the applicable securities laws of the United Arab Emirates, Australia, Canada, Japan, South Africa, or Saudi Arabia. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, the United Arab Emirates, Australia, Canada, Japan, Saudi Arabia, or South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, the United Arab Emirates, Australia, Canada, Japan, South Africa, or Saudi Arabia. Any shares sold in the United States pursuant to the Transaction will be sold only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) in reliance on Rule 144A or another exemption from, or transaction not subject to, the registration requirements of the U.S. Securities Act. Copies of this announcement are not being, and should not be, distributed in or sent into the United Arab Emirates, the United States, Australia, Canada, Japan, South Africa, or Saudi Arabia. There will be no public offer of the securities in the United Arab Emirates, the United States, or any other jurisdiction.

This announcement is for distribution only to and is directed only at persons who: (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Order”); (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; (iii) are outside the United Kingdom (“UK”); or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (as amended)(the “FSMA”)) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement is an advertisement and is not a prospectus for the purposes of Regulation (EU) 2017/1129, as amended or superseded (the “Prospectus Regulation”), including as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) and/or part VI of the FSMA. In the UK and member states of the European Economic Area (the “EEA”), this announcement and any offers of securities, if made subsequently, will be only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (including as it forms part of domestic law by virtue of the EUWA). The securities will only be available to, and any invitation, offer, or agreement to subscribe, purchase, or otherwise acquire such securities will be engaged in only with qualified investors. This press release should not be acted upon or relied upon in any member state of the EEA or in the UK by persons who are not qualified investors.

This announcement has not been reviewed, verified, approved, and/or licensed by the Central Bank, the SCA, and/or any other relevant licensing authority in the United Arab Emirates, including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the United Arab Emirates, including the Financial Services Regulatory Authority, the regulatory authority of the Abu Dhabi Global Market (the “ADGM”), and the Dubai Financial Services Authority, the regulatory authority of the Dubai International Financial Centre (the “DIFC”), or any other authority in any other jurisdiction. The Transaction is open only to Professional Investors as defined by the SCA and will not be available to the public in the United Arab Emirates or any other jurisdiction.

This announcement does not contain or constitute a financial promotion in the United Arab Emirates and is not an offer of the securities for sale or a solicitation of an offer to purchase the securities, in the United Arab Emirates, the ADGM, the DIFC, or elsewhere.

This announcement is for distribution only to persons who: (a) are outside the ADGM; or (b) are Authorised Persons or Recognised Bodies (as such terms are defined in the ADGM Financial Services and Markets Regulations 2015 (“FSMR”)); or (c) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of the FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement is for distribution only to persons who: (a) are outside the DIFC; or (b) are persons who meet the Professional Client criteria set out in Rule 2.3.4 of the DFSA Conduct of Business Module (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

No prospectus or offering document has been, or will be, prepared in connection with the Transaction. Any investment decision to buy securities in the Transaction must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by the Selling Shareholders, the Joint Bookrunners, or any of their respective affiliates.

The Joint Bookrunners are acting exclusively for the Selling Shareholder and no one else in connection with the Transaction, and will not regard any other person as a client in relation to the Transaction and will not be responsible to anyone other than the Selling Shareholder for providing the protections afforded to their client, nor for giving advice in relation to the Transaction or any transaction or arrangement referred to in this announcement.

In connection with the Transaction, the Joint Bookrunners, or any of their respective affiliates acting as an investor for their own account, may take up, as a proprietary position, any securities mentioned in this announcement and in that capacity may retain, purchase, or sell for their own account such securities. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may, from time to time, acquire, hold, or dispose of such securities. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

None of the Selling Shareholder, the Joint Bookrunners, and/or any of their respective subsidiary undertakings, affiliates, or any of their respective directors, officers, employees, advisers, agents, or any other person(s) accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness, or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Selling Shareholder, the Company, or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Each prospective investor should proceed on the assumption that it must bear the economic risk of an investment in the securities being offered pursuant to the Transaction. This announcement does not constitute a recommendation concerning the Transaction. The price and value of securities and any income from them can go down as well as up and, in the worst case, you could lose your entire investment.

This announcement contains forward-looking statements about the Selling Shareholder and the Company that are based on current expectations. Words or phrases such as “anticipates”, “expects”, “intends”, “plans”, “targets”, “forecasts”, “projects”, “believes”, “seeks”, “may”, “could”, “should”, “will”, “objectives”, “strategies”, “opportunities” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond the control of the Selling Shareholder and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, the Selling Shareholder, the Joint Bookrunners and/or their respective affiliates, expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.

Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. There is no guarantee that the Transaction will happen and potential investors should not base their financial or investment decisions on the intentions of the Selling Shareholder and/or the Company or any other person in relation to the Transaction at this stage. None of the Selling Shareholder, and/or the Joint Bookrunners makes any representation as to the suitability of the Transaction, as applicable, for the person(s) concerned and potential investors should consult a professional adviser as to the suitability of the Transaction, as applicable, for the person(s) concerned.