ADNOC Logistics & Services, a prominent leader in the global energy maritime logistics sector, has made a significant announcement regarding its IPO on the Abu Dhabi Securities Exchange (ADX). ADNOC L&S has revealed the offer price range for its IPO, which is set between AED 1.99 to AED 2.01 per share.
This price range indicates that the equity value is estimated from $4.01B to $4.05B (equivalent to AED 14.7B to AED 14.9B). ADNOC L&S IPO allows investors to participate in the company’s growth and prospects in the energy maritime logistics industry.
Abu Dhabi National Oil Company plans to sell 1,109,774,817 shares, which is equivalent to about a 15% stake in the company’s issued share capital. However, the Selling Shareholder retains the flexibility to adjust the size of the offering before the end of the subscription period, as permitted by UAE laws and subject to the approval of the Securities and Commodities Authority (SCA).
If all the shares offered are successfully sold, the estimated size of the offering will be approximately $601M to $607M (equivalent to AED 2.21B to AED 2.23B). The final offer price will be disclosed on Thursday, May 25, 2023, providing further clarity to interested investors.
As of the official announcement made on May 10, 2023, the offering is open to the following categories of subscribers:
UAE Retail Offering:
1. individuals and other investors residing in the United Arab Emirates.
2. employees of ADNOC group companies who live in the UAE.
3. and UAE national retirees of ADNOC group companies residing in the UAE.
They are eligible to participate in the offering under the UAE Retail Offering.
Professional Investor Offering:
This category is open to professionals and other investors from various countries, including the UAE. These investors, who meet the criteria for professional investor status, have the opportunity to participate in the offering.
ADNOC aims to provide investment opportunities to both retail investors in the UAE and professional investors from different countries, ensuring a wider base of participation in the offering.
The subscription period for the offering of shares opens on May 16, 2023, until May 23, 2023, for the UAE Retail Offering. The book-building period for the Offering commences on May 16, 2023, and will remain open until May 24, 2023, specifically for the Professional Investor Offering.
The completion of the Offering and Admission is anticipated to take place on June 1, 2023. However, this timeline is subject to prevailing market conditions and the receipt of necessary regulatory approvals in the UAE, including approval for the Admission process.
For the UAE Retail Offering, allotment notifications will be issued on May 30, 2023. Additionally, the refund of surplus investments and the dispatch of allotment letters will also commence from May 30, 2023, providing relevant information and further instructions to the subscribers participating in the UAE Retail Offering.
ADNOC L&S has appointed Moelis & Company UK LLP DIFC Branch as its Independent Financial Advisor.
For the Offering, the following institutions have been appointed:
- Citigroup Global Markets Limited, First Abu Dhabi Bank PJSC, HSBC Bank Middle East Limited, and J.P. Morgan Securities Plc are the Joint Global Coordinators and Joint Bookrunners.
- Abu Dhabi Commercial Bank PJSC, Arqaam Capital Limited, Crédit Agricole Corporate, and Investment Bank, EFG-Hermes UAE Limited (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.
It is important to note that HSBC Bank Middle East Limited and its affiliates do not bear any responsibility for participating in, marketing, or managing any aspect of the UAE Retail Offering to natural persons.
As of May 15, 2023, the Selling Shareholder and the Company have entered into cornerstone investment agreements with specific cornerstone investors, namely 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.
These Cornerstone Investors have made commitments to subscribe for shares in the Offering.
The subscription amounts pledged by the Cornerstone Investors are as follows: $70 million by Al Seer Marine Supplies & Equipment Co P.J.S.C., $30 million by National Marine Dredging Company P.J.S.C., $40 million by Alpha Oryx Limited, and $40 million by Abu Dhabi Pension Fund.
Under the terms of the cornerstone investment agreements, each of the Cornerstone Investors has committed to purchasing shares in the Professional Investor Offering at the final offer price.
Collectively, Cornerstone Investors have committed approximately $180 million to the ADNOC L&S IPO, taking into account the current offer size and subject to the final offer price. After the Admission process, the shares owned by Cornerstone Investors will be subject to a twelve-month lock-up arrangement.
The Shariah Supervision Committees of First Abu Dhabi Bank PJSC and Abu Dhabi Commercial Bank PJSC have independently reviewed the Offering and have issued a pronouncement stating that, in their assessment, the Offering complies with Shariah principles.
However, it is important to note that investors should not solely rely on this pronouncement. They are advised to conduct their due diligence to ensure that the Offering aligns with their own Shariah-compliant requirements and preferences.
Comprehensive information regarding the Offering can be found in two separate documents. The UAE Retail Offering details are available in both Arabic and English in the UAE Prospectus. On the other hand, the Professional Investor Offering information can be found in the English-language International Offering Memorandum.
