ADNOC Gas Plc Announces Increase In The Total Number of Shares Offered In Its IPO and An Upsize of the UAE Retail Offering
• New Offering size of 3,837,571,100 ordinary shares set by ADNOC implies an offering of approximately 5 per cent of ADNOC Gas’ total issued share capital (increased from the previous Offering size of approximately 4 per cent of the Company’s issued share capital), which shall, following completion of the IPO (as defined below) and Admission, make the IPO the largest-ever listing on the ADX.
• The decision to increase the size of the IPO (as defined below) is based on significant investor demand across all tranches.
• The size of the First Tranche and the Third Tranche (each as defined in the UAE Prospectus) of the Offering has been increased to 12 per cent of the Offering (representing 460,508,532 ordinary shares) and 4 per cent of the Offering (representing 153,502,844 ordinary shares) respectively, with 3,223,559,724 ordinary shares (equivalent to 84 per cent of the Offering) reserved for investors in the Qualified Investor Offering (as defined below).
• As previously announced, the price range of 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).
• The subscription period for the UAE Retail Offering and the Qualified Investor Offering remains unchanged and will close on Wednesday, March 1, 2023 and Thursday, March 2, 2023, respectively.
• 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 occur on Monday, March 13, 2023.
According to the company’s website press release on February 27, 2023, ADNOC Gas plc (the “Company” or “ADNOC Gas”), the world-class integrated gas processing company, today announces that, following approval from the SCA, its selling shareholder, Abu Dhabi National Oil Company (ADNOC) P.J.S.C. (“ADNOC” or the “Selling Shareholder”) has exercised its right set out in the UAE Prospectus to increase the number of ordinary shares offered in the initial public offering (the “IPO” or “Offering”) of the Company.
ADNOC will now offer 3,837,571,100 ordinary shares, equivalent to approximately 5 per cent of the Company’s total issued share capital. ADNOC had previously announced that it would offer 3,070,056,880 ordinary shares, representing approximately 4 per cent of the total issued share capital of the Company and has made the decision to increase the size of the Offering based on significant investor demand across all tranches and to reflect ADNOC’s commitment to a supportive trading environment for the Company’s stock post-Admission. Assuming all of the shares in the Offering are sold, the size of the Offering will be approximately $2.4 billion to $2.5 billion (AED 8.6 billion to AED 9.3 billion). The final offer price is expected to be announced on Friday, March 3, 2023.
Khaled Al Zaabi, Group CFO of ADNOC, commented: “We are delighted to announce that we will be increasing the offer size for the IPO of ADNOC Gas, which is set to be the largest-ever market debut on the ADX to date, and also marks the next remarkable milestone for ADNOC and our ongoing value creation journey. We have witnessed substantial investor demand across all tranches, reflecting ADNOC Gas’ status as a key component of Abu Dhabi and the UAE’s energy ecosystem, and a vital contributor to drive decarbonization and the energy transition in the UAE. The Offering size increase reaffirms ADNOC Gas as a highly compelling investment opportunity and we look forward to welcoming both local and international investors to join ADNOC and partake in the Company’s future growth. This listing is another pivotal landmark for the local financial market, as Abu Dhabi continues to attract a wider and deeper pool of global capital.”
The Selling Shareholder has also decided, pursuant to its right as set out in the UAE Prospectus, to increase the size of: (i) the First Tranche of the Offering (reserved for First Tranche Subscribers (as defined in the UAE Prospectus)) from 10 per cent to 12 per cent (representing 460,508,532 ordinary shares); and (ii) the Third Tranche of the Offering (reserved for employees of ADNOC group companies residing in the UAE and UAE national retirees of ADNOC group companies residing in the UAE) from 2 per cent to 4 per cent (representing 153,502,844 ordinary shares). The remaining 84 percent of the Offering (representing 3,223,559,724 ordinary shares) has been reserved for investors in the Qualified Investor Offering.
The subscription period for the Offering is unchanged and will continue until: (i) Wednesday, March 1, 2023, as part of a UAE public offering 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) Thursday, March 2, 2023, for qualified institutional and other investors in a number of countries, including the UAE (the “Qualified Investor Offering”). The final offer price per share will be determined through a book building process and is expected to be announced on Friday, March 3, 2023. 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 Admission on the ADX.
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.
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.
MEDIA ENQUIRIES
ADNOC GROUP
Oliver Thompson +971 2 707 5950
INVESTOR / ANALYST ENQUIRIES
ADNOC GAS
Peter Van Driel +971 2 707 3177
Joint Global Coordinators
First Abu Dhabi Bank PJSC
HSBC Bank Middle East Limited
Joint Bookrunners
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)
International Securities L.L.C.
Lead Receiving Bank
First Abu Dhabi Bank PJSC
Receiving Banks
Abu Dhabi Commercial Bank PJSC
Abu Dhabi Islamic Bank PJSC
Al Maryah Community Bank
Independent Financial Advisor
Moelis & Company UK LLP DIFC
Branch
Financial Communications Advisor
Teneo
Andy Parnis +971 50 457 2394
Stephen Smith +971 58 546 1588
