- ADNOC Logistics & Services plc (the “Company” or “ADNOC L&S”) confirms its intention to offer 1,109,774,817 ordinary shares, representing 15 per cent of the total issued share capital of the Company, in an initial public offering (“IPO” or the “Offering”) and to list its shares on the ADX.
- The price range has been set between AED 1.99 to AED 2.01 per share, implying an equity value of $4.01 billion to $4.05 billion (AED 14.7 billion to AED 14.9 billion).
- Al Seer Marine Supplies & Equipment Co P.J.S.C.; National Marine Dredging Company P.J.S.C.; Alpha Oryx Limited (ultimately owned by Abu Dhabi Development Holding Company LLC), and Abu Dhabi Pension Fund have, directly or indirectly, committed to become cornerstone investors in the IPO with a combined commitment of approximately $180 million.
- The subscription period for the Offering starts today and runs until Tuesday, May 23, 2023, for the UAE Retail Offering.
- The book building period for the Offering starts today and runs until Wednesday, May 24, 2023, for the Professional Investor Offering.
- The final offer price will be determined through a book building process and is expected to be announced on Thursday, May 25, 2023.
- Admission is expected to commence on Thursday, June 1, 2023.
ADNOC L&S, a global energy maritime logistics leader, today announces the offer price range and the opening of the subscription period for its IPO on the ADX.
- DETAILS OF THE OFFER PRICE RANGE
The price range for the Offering has been set between AED 1.99 to AED 2.01 per share, implying an equity value of $4.01 billion to $4.05 billion (AED 14.7 billion to AED 14.9 billion). Abu Dhabi National Oil Company (ADNOC) P.J.S.C. (“ADNOC” or the “Selling Shareholder”) expects to sell 1,109,774,817 ordinary shares, representing 15 per cent of the Company’s issued share capital, with the Selling Shareholder reserving the right to amend the size of the Offering at any time before the end of the subscription period, subject to the applicable laws of the UAE and the approval of the SCA. Assuming all the shares offered are sold, the size of the Offering will be approximately $601 million to $607 million (AED 2.21 billion to AED 2.23 billion). The final offer price is expected to be announced on Thursday, May 25, 2023.
As formally announced on May 10, 2023, the Offering is available to the following subscribers:
• (i) in the UAE Retail Offering (as defined below) to: (a) individuals and other investors in the UAE; (b) employees of ADNOC group companies residing in the UAE; and (c) UAE national retirees of ADNOC group companies residing in the UAE (together, the “UAE Retail Offering”); and
• (ii) to professional and other investors in a number of countries, including the UAE (the “Professional Investor Offering”).
The subscription period for the Offering opens today, May 16, 2023, and will continue until Tuesday, May 23, 2023, for the UAE Retail Offering.
The book building period for the Offering starts today May 16, 2023 and will continue until Wednesday, May 24, 2023, for the Professional Investor Offering. The completion of the Offering and Admission is currently expected to take place on Thursday, June 1, 2023, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval for the Admission. Allotment notifications for the UAE Retail Offering will be sent on Tuesday, May 30, 2023, with refund of surplus investments and dispatch of allotment letters will also commence from Tuesday, May 30, 2023.
Moelis & Company UK LLP DIFC Branch has been appointed as the Independent Financial Advisor to the Company.
Citigroup Global Markets Limited, First Abu Dhabi Bank PJSC, HSBC Bank Middle East Limited and J.P. Morgan Securities Plc have been appointed as Joint Global Coordinators and Joint Bookrunners. Abu Dhabi Commercial Bank PJSC, Arqaam Capital Limited, Crédit Agricole Corporate and Investment Bank, EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC), International Securities L.L.C. and Société Générale have been appointed as Joint Bookrunners. First Abu Dhabi Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC and Al Maryah Community Bank have been appointed as the Receiving Banks.
Neither HSBC Bank Middle East Limited nor any of its respective affiliates is responsible for participating in, marketing or managing any aspect of the UAE Retail Offering to natural persons.
On May 15, 2023, the Selling Shareholder and the Company entered into cornerstone investment agreements with certain cornerstone investors (the “Cornerstone Investors”), including Al Seer Marine Supplies & Equipment Co P.J.S.C.; National Marine Dredging Company P.J.S.C.; Alpha Oryx Limited (ultimately owned by Abu Dhabi Holding Development Company LLC); and Abu Dhabi Pension Fund, who have committed to subscribe for shares in the Offering in amounts equal to $70 million; $30 million; $40 million; and $40 million, respectively. Pursuant to the cornerstone investment agreements, each of the Cornerstone Investors has committed to purchase shares in the Professional Investor Offering at the final offer price. In aggregate, the Cornerstone Investors have committed approximately $180 million to the IPO, subject to the final offer price and based on the current offer size, with their respective shares subject to a twelve-month lock-up arrangement following Admission.
The Shariah Supervision Committee of each of First Abu Dhabi Bank PJSC and Abu Dhabi Commercial Bank PJSC has issued a pronouncement confirming that, in their view, the Offering is compliant with Shariah principles. Investors may not rely on this pronouncement and should undertake their own due diligence to ensure that the Offering is Shariah compliant for their own purposes.
Details of the Offering are available in the Arabic and English language UAE Prospectus with respect to the UAE Retail Offering, and the English language International Offering Memorandum with respect to the Professional Investor Offering. The UAE Prospectus and the International Offering Memorandum are available at https://adnoc.ae/en/adnocls-ipo.
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