ADNOC GAS PLC ANNOUNCES OFFER PRICE RANGE AND OPENING OF SUBSCRIPTION PERIOD FOR IPO

•    ADNOC Gas plc (the “Company” or “ADNOC Gas”) confirms its intention to offer 3,070,056,880 ordinary shares, representing approximately 4 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 2.25 to AED 2.43 per share, implying an equity value of $47.0 billion to $50.8 billion (AED 172.7 billion to AED 186.5 billion).
•    Abu Dhabi Pension Fund, Alpha Wave Ventures II, LP, IHC Capital Holding LLC, OneIM Fund I LP, and entities ultimately controlled by ADQ and the Emirates Investment Authority have, directly or indirectly, committed to become cornerstone investors in the IPO with a combined commitment of c. $850 million.
•    The subscription period for the Offering starts today and runs until Wednesday, March 1, 2023, for the UAE Retail Offering
•    The book building period for the Offering starts today and runs until Thursday, March 2, 2023, for the Qualified Investor Offering.
•    The final offer price will be determined through a book building process and is expected to be announced on Friday, March 3, 2023.
•    Admission is expected to commence on Monday, March 13, 2023.
Abu Dhabi, February 23, 2023: ADNOC Gas, the world-class integrated gas processing company, 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 2.25 to AED 2.43 per share, implying an equity value of $47.0 billion to $50.8 billion (AED 172.7 billion to AED 186.5 billion). Abu Dhabi National Oil Company (ADNOC) P.J.S.C. (“ADNOC” or the “Selling Shareholder”) expects to sell 3,070,056,880 ordinary shares, representing approximately 4 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 $1.9 billion to $2.0 billion (AED 6.9 billion to AED 7.5 billion). The final offer price is expected to be announced on Friday, March 3, 2023.

SUBSCRIPTION PROCESS

As formally announced on February 17, 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 qualified institutional and other investors in a number of countries, including the UAE (the “Qualified Investor Offering”).
The subscription period for the Offering opens today, February 23, 2023, and will continue until Wednesday, March 1, 2023, for the UAE Retail Offering.

The book building period for the Offering starts today, February 23, 2023 and will continue until Thursday, March 2, 2023, for the Qualified Investor Offering. The completion of the Offering and Admission is currently expected to take place on Monday, March 13, 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 Wednesday, March 8, 2023, with refund of surplus investments and dispatch of allotment letters will also commence from Wednesday, March 8, 2023.

Moelis & Company UK LLP DIFC Branch has been appointed as the Independent Financial Advisor to the Company.

First Abu Dhabi Bank PJSC and HSBC Bank Middle East Limited have been appointed as Joint Global Coordinators. Abu Dhabi Commercial Bank PJSC, Arqaam Capital Limited, BNP PARIBAS, Deutsche Bank AG, London Branch, EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC) and International Securities L.L.C. 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.

CORNERSTONE INVESTORS

On February 22, 2023, the Selling Shareholder and the Company entered into cornerstone investment agreements with certain cornerstone investors (the “Cornerstone Investors”), including Abu Dhabi Pension Fund, Alpha Wave Ventures II LP, IHC Capital Holding LLC and OneIM Fund I LP which have committed to subscribe for shares in the Offering in amounts equal to $125 million; $225 million; $50 million; and $225 million, respectively. Additionally, entities ultimately controlled by ADQ and the Emirates Investment Authority have committed to subscribe for shares in the Offering in amounts equal to $150 million and $75 million, respectively.  Pursuant to the cornerstone investment agreements, each of the Cornerstone Investors has committed to purchase shares in the Qualified Investor Offering at the final offer price. In aggregate, the Cornerstone Investors have committed up to c. $850 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 First Abu Dhabi Bank PJSC has issued a pronouncement confirming that, in its 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 Qualified Investor Offering. The UAE Prospectus and the International Offering Memorandum are available at www.adnoc.ae/adnocgas-IPO.

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