Abu Dhabi National Oil Company (ADNOC) has announced that, as the Selling Shareholder, it has exercised its right, as stated in the UAE Prospectus, to increase the number of ordinary shares offered in the initial public offering (IPO) of ADNOC Logistics & Services. This decision has been approved by the UAE Securities and Commodities Authority (SCA).
The new offering will consist of 1,405,714,765 ordinary shares, which represents 19 percent of the total issued share capital of the company. Previously, ADNOC had planned to offer 1,109,774,817 ordinary shares, equivalent to 15 percent of the total issued share capital. The decision to increase the size of the offering was driven by significant investor demand across all tranches and reflects ADNOC’s commitment to creating a supportive trading environment for the company’s stock after its admission.
If all the shares in the offering are sold, the estimated size of the offering will range from approximately $762M to $769M (AED 2.80B to AED 2.83B). The final offer price will be announced on Thursday, 25th May, 2023, according to WAM.
Commenting on the Offering upsize, Khaled Al Zaabi, Group CFO of ADNOC, said, “We are delighted to announce that we will be increasing the offer size for the ADNOC Logistics & Services IPO, which is set to be the second-largest market debut so far this year in the Middle East region, marking another remarkable accomplishment for ADNOC in its ongoing value creation programme. We have witnessed exceptional demand across all tranches, with significant interest across the local, regional and global investment community in this unique opportunity, reflecting ADNOC L&S’ strong growth prospects as a critical enabler of Abu Dhabi and the UAE’s supply of energy to the world while driving the decarbonization of the UAE maritime sector. The ADNOC L&S IPO will be the next landmark listing in Abu Dhabi, cementing ADNOC as the key catalyst to attract a broader and deeper pool of global capital, further bolstering the local financial equity market.”
The Selling Shareholder has decided to increase the size of the First Tranche of the Offering from 9 percent to 12 percent of the total Offering. This represents 168,685,772 ordinary shares. The Third Tranche of the Offering represents 3 percent of the Offering, equivalent to 42,171,443 ordinary shares, and is reserved for employees of ADNOC group companies residing in the UAE and UAE national retirees of ADNOC group companies residing in the UAE. The remaining 85 percent of the Offering, equivalent to 1,194,857,550 ordinary shares, is reserved for investors in the Professional Investor Offering.
The subscription period for the Offering remains unchanged. It will continue until Tuesday, 23rd May, 2023, for the UAE Retail Offering, which includes individuals, other investors in the UAE, employees of ADNOC group companies residing in the UAE, and UAE national retirees of ADNOC group companies residing in the UAE.
For professional and other investors in various countries, including the UAE, the subscription period will end on Wednesday, 24th May, 2023, for the Professional Investor Offering. The final offer price per share will be determined through a book building process and is expected to be announced on Thursday, 25th May, 2023. The completion of the Offering and Admission is anticipated to take place on Thursday, 1st June, 2023, subject to market conditions and regulatory approvals in the UAE, including approval for Admission on the ADX.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, HSBC Bank Middle East Limited, and J.P. Morgan Securities have been appointed as Joint Global Coordinators and Joint Bookrunners. Abu Dhabi Commercial Bank, 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 has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank, Abu Dhabi Islamic Bank, and Al Maryah Community Bank have been appointed as the Receiving Banks.HSBC Bank Middle East Limited and its affiliates are not responsible for participating in, marketing, or managing any aspect of the UAE Retail Offering to natural persons.
The Shariah Supervision Committee of First Abu Dhabi Bank and Abu Dhabi Commercial Bank has confirmed that, in their view, the Offering complies with Shariah principles. However, investors should conduct their own due diligence to ensure the Offering’s Shariah compliance for their own purposes. The details of the Offering can be found in the UAE Prospectus, available in Arabic and English for the UAE Retail Offering, and the International Offering Memorandum, available in English for the Professional Investor Offering. Both documents are accessible at https://adnoc.ae/en/adnocls-ipo.
