Notes Business
Bond Business (ADGM)
BITEX HOLDINGS LTD / ADGM (Abu Dhabi Global Market) SPV
Scheme
Scheme Overview
Zero-coupon bonds (notes) are planned to be issued in series, with the SPV “BITEX HOLDINGS LTD” to be established in ADGM as the issuer. The structure is designed so that the funds raised are used to acquire UAE real estate (primarily off-plan), and redemption is made from the fixed redemption gain arising from the sale of the properties after completion. By aligning both the location of the assets and the jurisdiction of the issuer within the UAE, the risks associated with creating security and enforcing rights are minimized.
Issuer
The ADGM SPV “BITEX HOLDINGS LTD”. It sits under the FSRA, an internationally recognized regulator, and is governed by a common law legal framework.
Product Features
Zero-coupon bonds issued in series. UAE real estate (primarily off-plan) is acquired, and redemption is made from the fixed redemption gain arising from the sale after completion.
Offering Method
Private placement to a small number of investors in Japan (49 or fewer) and an ADGM Exempt Offer. No public offering will be made.
Schedule
The issuance of Series 1 is planned for November 2026.
Governance
Investor Protection and Governance
Segregated management of funds and checks by third parties are built into the scheme from the design stage.
Segregated Receipt and Payment of Funds
Funds are received and paid on a segregated basis through an escrow arrangement and a paying agent.
Joint Signature System
Payments at or above a set amount require joint signatures, including that of an independent director.
Third-Party Custody of Collateral
Collateral (a real estate mortgage or a pledge over SPV shares) is held by a security agent as a third party.
Investment Committee
An investment committee, joined by an independent external observer, approves every acquisition and sale.
Annual Audit
An annual audit is carried out for each series by an ADGM-registered auditor.
Complete Segregation Between Series
The assets and liabilities of each series are managed on a completely segregated basis.
This page is an introduction to an overview of the business and is not intended to solicit the acquisition of securities. The information set out here reflects plans as of the present time and is subject to change in the future. Any investment decision should be made on the basis of the information set out in the formal offering documents.