ADNOC announces final offer price and record demand for the IPO of ADNOC Logistics & Services plc

By Press Release, 25 May 2023

Abu Dhabi, UAE — Abu Dhabi National Oil Company (ADNOC) PJSC (“ADNOC” or the “Selling Shareholder”), today announces the final offer price (the “Final Offer Price”) for the shares offered by it in connection with the initial public offering (the “IPO” or “Offering”) and listing on the ADX of ADNOC Logistics & Services plc (the “Company” or “ADNOC L&S”), a global energy maritime logistics leader, following the successful conclusion of the bookbuild and public subscription process.

The Final Offer Price for the shares in ADNOC L&S offered by ADNOC via the Offering has been set at AED 2.01 per share, implying a market capitalization (at the time of Admission) of ADNOC L&S of approximately $4.05 billion (equivalent to approximately AED 14.9 billion). The price range for the IPO was previously set between AED 1.99 to AED 2.01 per share, meaning that the Offering was priced at the top end of the previously announced price range of the Offering, following significant demand from both local and international investors. Based on the Final Offer Price, the total offering size is approximately $769 million (equivalent to approximately AED 2.83 billion).

The bookbuilding process generated orders of over $125 billion (equivalent to over AED 460 billion) in aggregate from: (i) professional investors in a number of countries, including the UAE (the “Professional Investor Offering”); and (ii) UAE retail investors, including employees of ADNOC group companies residing in the UAE and UAE national retirees of ADNOC group companies residing in the UAE (together, the “UAE Retail Offering”), implying an oversubscription level of 163 times in aggregate, the highest-ever oversubscription level for a UAE bookbuild IPO.

Commenting on the historic bookbuild for a UAE IPO, Khaled Al Zaabi, Group CFO of ADNOC said: “We are delighted with the unparalleled demand for ADNOC L&S shares from UAE retail investors as well as the local, regional, and global investor community. This Offering saw the largest demand globally for an IPO this year to date and achieved the highest-ever oversubscription for a UAE bookbuild IPO. This record-setting listing is the sixth company ADNOC has successfully brought to market within five years and marks the next remarkable achievement in our ongoing value creation program. ADNOC L&S is a highly attractive value proposition, underpinned by strong and long-term growth credentials and a progressive dividend pay-out. Cementing our role as a critical catalyst in attracting global capital, ADNOC welcomes its new investor base to partake in our continued growth story, as we continue to deliver sustainable growth for Abu Dhabi, the UAE, and our shareholders.” The Company confirms that the previously announced increased Offering size of 1,405,714,765 ordinary shares, equivalent to 19% of the Company’s total issued share capital, has been fully allocated, resulting in gross proceeds of approximately $769 million, the net proceeds of which will be received by ADNOC, upon settlement. Admission is expected to take place at 10:00 AM UAE time on June 1, 2023, subject to customary closing conditions, under the ticker symbol “ADNOCLS” and ISIN “AEE01268A239”.

Upon Admission, ADNOC will continue to own a majority 81% stake in the Company. 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 Development Holding Company LLC), and Abu Dhabi Pension Fund (together, the “Cornerstone Investors”) will, in each case, directly or indirectly, subscribe for 23.4% of the Offering (via the Professional Investor Offering) through their IPO cornerstone investment agreements (together, the “Cornerstone Investment Agreements”) announced on May 16, 2023. The Cornerstone Investors, subject to certain conditions, will not offer, sell or announce an offer of any shares they have acquired under the Cornerstone Investment Agreements for a period of twelve-months following Admission.

Following the completion of the subscription period of the Offering, the size of the First Tranche (as defined in the UAE Prospectus) of the Offering (reserved for First Tranche Subscribers (as defined in the UAE Prospectus)) was set at 12%; the size of the Second Tranche (as defined in the UAE Prospectus) (reserved for investors in the Professional Investor Offering) was set at 85%; and the size of the Third Tranche (as defined in the UAE Prospectus) 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) was set at 3%. Investors participating in the UAE Retail Offering will receive an SMS confirmation of their respective allocation on May 30, 2023. Total demand across the tranches in the UAE Retail Offering amounted to more than $31 billion (in excess of 269 times oversubscribed).

Moelis & Company UK LLP DIFC Branch acted as the Independent Financial Advisor to the Company.

Citigroup Global Markets Limited, First Abu Dhabi Bank PJSC, HSBC Bank Middle East Limited and J.P. Morgan Securities Plc acted as Joint Global Coordinators and Joint Bookrunners. Abu Dhabi Commercial Bank PJSC, 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 acted as Joint Bookrunners. First Abu Dhabi Bank PJSC acted as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC and Al Maryah Community Bank acted as the Receiving Banks.

Sharia Compliance

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.

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