ADNOC Gas plc (the “Company” or “ADNOC Gas”), a world-class integrated gas processing company, today announced the final offer price for the shares offered by the Abu Dhabi National Oil Company “ADNOC” PJSC. (“ADNOC” or the “Selling Shareholder”) in the Initial Public Offering of ADNOC Gas on the Abu Dhabi Securities Exchange, after the successful completion of the price building and IPO process.
The final offer price of shares in ADNOC Gas offered by ADNOC in the offering was set at 2.37 dirhams per share, which means that the market value (at the time of acceptance of the listing) of ADNOC Gas is approximately $50 billion (equivalent to about 182 billion dirhams).
The price range for the IPO was previously set between 2.25 and 2.43 dirhams per share, which means that the offering was priced within the highest levels of the previously announced offering price range in relation to the offering, after the high turnout and demand from local and international investors.
Based on the final offer price, the total offering size is approximately US$2.5 billion (equivalent to approximately AED 9.1 billion).
This confirms that, after the listing is accepted, the IPO of ADNOC Gas will be the largest ever listing on the ADX, surpassing the IPO of another ADNOC group company, Borouge plc, which was successfully listed on the ADX on 3 June 2022.
The price building process through the establishment of a book of subscription orders achieved a total value that exceeded 124 billion US dollars (equivalent to more than 450 billion dirhams) from:
(a) Qualified Institutions in a number of countries, including the United Arab Emirates (the “Qualified Investor Offering”); and (b) individual investors in the UAE who include employees of ADNOC Group companies who are residents in the UAE and retired employees of ADNOC Group companies who are nationals and residents of the country (referred to as the “UAE Retail Offering”); The total exceeded the target value by about 50 times.
Khaled Al Zaabi, Chief Financial Officer of the ADNOC Group, said – on this occasion -: “We are pleased with the unprecedented demand witnessed by the ADNOC gas offering from the segment of individual investors in the UAE as well as from local and international investment institutions, and we are also proud of the record demand achieved by this public offering in relation to public subscriptions.” In the UAE and the Middle East and North Africa region, making ADNOC Gas the largest ever listing on the Abu Dhabi market and the largest public offering in the world so far this year.
He added: “This historic listing is for the fifth company in which ADNOC offered a share of its shares for public subscription during the past few years, and the unique interest by investor segments confirms the attractiveness of ADNOC’s world-class assets and its low-carbon energy asset base, and contributes to Enhancing Abu Dhabi’s leading position as a preferred investment destination for global capital.
He explained: “This IPO represents an attractive investment opportunity and an outstanding achievement in ADNOC’s ongoing program to create and enhance value, as it confirms ADNOC’s pivotal role in stimulating the growth and development of the local economy and diversifying the investment opportunities offered by the financial markets in the UAE. We are looking forward to attracting a wide segment of investors as ADNOC continues its efforts to achieve sustainable growth for the UAE, Abu Dhabi and its shareholders.
The company confirms that the volume of the new offering has been fully allocated after the previously announced increase of 3,837,571,100 ordinary shares, equivalent to about 5% of the company’s total issued capital, which achieved total revenues of about $2.5 billion, and ADNOC will receive its net proceeds. upon final settlement of the shares. Listing acceptance is expected to commence at 10:00 am Gulf time on March 13, 2023, under usual closing conditions, under the symbol “ADNOCGAS” and ISIN number “AEE01195A234”.
Upon acceptance of the listing, ADNOC will own a majority stake of 90% in the company, and Abu Dhabi Pension Fund, Alpha Five Ventures 2 Limited Partnership, AHC Capital Holdings LLC, and 1AM Fund 1 Partnership will subscribe, directly or indirectly. Limited and the entities ultimately controlled by Abu Dhabi Developmental Holding Company P.J.S.C. and the Emirates Investment Authority (hereinafter referred to as the “core investors”), 34% of the offering (through the private placement of qualified investors) and through the basic investment agreements for the public offering (hereinafter referred to as the “primary investment agreements”) and announced On February 23, 2023.
Under certain conditions, the underlying investors will not offer, sell or announce an offer for any of the shares they will own under the underlying investment agreements for a period of 12 months from the date of acceptance of the listing.
And after the completion of the subscription period in the offering, the size of the first tranche (as defined in the prospectus in the UAE) in the offering and reserved for subscribers in the first tranche (as defined in the prospectus in the UAE) was 12%.
The size of the second tranche (as defined in the prospectus in the UAE) (which is reserved for the private placement of qualified investors) is 84%.
The size of the third tranche (as defined in the prospectus in the UAE) in the offering (which is reserved for employees of ADNOC Group companies residing in the UAE and retired employees of ADNOC Group companies who are citizens and residents of the UAE) was determined at 4%.
Investors participating in the private offering for individuals in the UAE will receive a text message confirming the allocation of each of them, on March 8, 2023.
The demand for tranches in the private placement of individuals in the UAE reached more than $ 23 billion (58 times exceeding the target value of the subscription), which is the largest demand for tranches in the private placement of the public offering in the Middle East and North Africa region to date.
Mollis & Company UK Limited Partnership (DIFC Branch) was the firm’s independent financial advisor.
First Abu Dhabi Bank PJSC. and HSBC Bank Middle East Limited as joint bookrunners. Abu Dhabi Commercial Bank PJSC, Arqaam Capital Limited, BNP Paribas, Deutsche Bank AG – London Branch, and EFG Hermes Emirates Limited (which operates jointly with EFG Hermes Emirates LLC) L.L.C) and International Securities LLC joint book managers, while First Abu Dhabi Bank PJSC was the lead receiving bank, Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC and Al Mariah Bank Domestic, banks receiving the subscription.
And the Sharia Supervisory Committee of First Abu Dhabi Bank PJSC issued a statement confirming that the offering, from its point of view, is in compliance with the principles of Islamic Sharia.
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