Adnoc announces increase in total number of shares

Abu Dhabi National Oil Company (Adnoc) on Monday announced that, as selling shareholder, it 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 Adnoc Logistics & Services, a global energy maritime logistics leader, following approval from the UAE Securities and Commodities Authority (SCA).

Adnoc will now offer 1,405,714,765 ordinary shares, equivalent to 19 per cent of the Company’s total issued share capital. Adnoc had previously announced that it would offer 1,109,774,817 ordinary shares, representing 15 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 $762 million to $769 million (Dhs 2.80 billion to AED 2.83 billion). The final offer price is expected to be announced on Thursday, May 25, 2023.

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 program. 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 also decided, pursuant to its right as set out in the UAE Prospectus, to increase the size of the First Tranche of the Offering (reserved for First Tranche Subscribers (as defined in the UAE Prospectus)) from 9 per cent to 12 per cent of the Offering (representing 168,685,772 ordinary shares). 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) represents 3 per cent of the Offering (equivalent to 42,171,443 ordinary shares), with the remaining 85 per cent of the Offering (equivalent to 1,194,857,550 ordinary shares) reserved for investors in the Professional Investor Offering.

The subscription period for the Offering is unchanged and will continue until: (i) Tuesday, May 23, 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) Wednesday, May 24, 2023, for professional and other investors in a number of countries, including the UAE (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, May 25, 2023. 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 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 Plc 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 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 PJSC, Abu Dhabi Islamic Bank and Al Maryah Community Bank have been appointed as the Receiving Banks.

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.

Agencies