- ADNOC Logistics & Services plc has finalized its IPO on ADX at AED 2.01 per share, at the upper end of the previously announced IPO price range.
- The offering was the largest in global IPO demand this year and was significantly oversubscribed by local, regional and international investors, with total IPO demand exceeding USD 125 billion (equivalent to over AED 460 billion), implying an oversubscription level of At a combined 163 times, it was the most oversubscribed level for a UAE book-building IPO.
- The total amount of funds raised in the offering is approximately US$769 million (equivalent to approximately AED 2.83 billion), giving the company an implied market capitalization of approximately US$ 4.05 billion (equivalent to approximately AED 14.9 billion).
- Enrollment is expected to begin on Thursday, June 1, 2023.
Abu Dhabi, United Arab Emirates: Abu Dhabi National Oil Company (ADNOC) PJSC (“ADNOC” or the “Selling Shareholder”) today announced that it has issued an agreement with ADNOC Logistics & Services plc (“the Company” or “ADNOC”) L&S")' initial public offering ("IPO" or "Offering") and ADX listing, following successful completion of the inquiry and public subscription process.
The final offer price for ADNOC L&S shares offered by ADNOC through the offering is set at AED 2.01 per share, implying a market capitalization (at the time of admission) of ADNOC L&S of approximately US$ 4.05 billion (equivalent to approximately AED 14.9 billion) The price range for the IPO was previously set at between AED 1.99 and AED 2.01 per share, meaning that the offering was priced within the previously announced offering amid strong demand from local and international investors. The upper limit of the price range. According to the final offering price, the total issuance size is approximately US$769 million (approximately AED 2.83 billion).
The book-building process resulted in orders totaling over US$125 billion (equivalent to over AED460 billion) from: (i) professional investors in various countries, including the UAE (“Professional Investor Offering”); (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 (collectively the “UAE Retail Products”), implying an aggregate oversubscription level of 163 times , the highest ever level of oversubscription for a UAE book-booked IPO.
Commenting on the historic bookbuilding of the UAE IPO, Khaled Al Zaabi, ADNOC Group Chief Financial Officer, said: "We are delighted to see unprecedented demand for ADNOC L&S shares from retail investors in the UAE, as well as from the local, regional and global investor community. The offering was the largest demand for IPOs globally so far this year and achieved the highest oversubscription ever recorded for a UAE book-booked IPO. This record listing is ADNOC's sixth successful listing in five years and marks our ongoing The next notable achievement in the value creation program. ADNOC L&S is an attractive value proposition underpinned by strong and long-term growth credentials and a progressive dividend payment. Strengthening our role as a key catalyst for attracting global capital, ADNOC Welcoming its new investor base to participate in our continued growth story as we continue to deliver sustainable growth for Abu Dhabi, the UAE and our shareholders." 19% of the company's total issued share capital) has been fully allocated, with gross proceeds of approximately US$769 million, the net proceeds of which will be paid by ADNOC, upon settlement. Admissions are expected to open on 1 June 2023 at 10:00 am UAE time, subject to customary closing conditions, under the ticker symbol "ADNOCLS" and ISIN "AEE01268A239".
Following admission, ADNOC will continue to own an 81% majority 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 (collectively the "Cornerstone Investors") will, in each case, directly or indirectly subscribe for 23.4% of the offering (issued through Professional Investors) through their IPO Cornerstone Investment Agreement announced on May 16, 2023 (collectively, the "Cornerstone Investment Agreements"). Subject to certain conditions, Cornerstone Investors will not offer, sell or announce an offer for any shares they have acquired pursuant to the Cornerstone Investment Agreement within twelve months of admission.
After the close of the subscription period for this offering, the size of the first tranche (as defined in the UAE Prospectus) of this offering (reserved for the first tranche of subscribers (as defined in the UAE Prospectus)) is set at 12%; the second The size of the tranche (as defined in the UAE Prospectus) (reserved for investors in the Professional Investor Offering) is set at 85%; the size of the third tranche of the offering (as defined in the UAE Prospectus) (for investors residing Employees of ADNOC Group companies in the UAE and UAE National Retirees of ADNOC Group companies residing in the UAE) are set at 3%. Investors participating in the UAE retail offering will receive SMS confirmation of their respective allocations on 30 May 2023. The aggregate demand for the various tranches of the UAE retail offering exceeded US$31 billion (more than 269 times oversubscribed).
Moelis & Company UK LLP DIFC Branch acted as the Company's independent financial adviser.
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 (joint action with EFG Hermes UAE LLC), International Securities L.L.C. Société Générale acted as joint bookrunners. First Abu Dhabi Bank PJSC acted as lead receiving bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC and Al Maryah Community Bank acted as receiving banks.
abide by sharia law
The respective Shariah Supervisory Committees of First Abu Dhabi Bank PJSC and Abu Dhabi Commercial Bank PJSC have issued statements confirming that they consider the offering to be in compliance with Shariah principles.
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media query
Adnock Group
oliver thompson
Investor/Analyst Inquiries
Abu Dhabi Petroleum Company
Niraj Kumar
Joint Global Coordinators and Joint Bookrunners
- Citigroup Global Markets Limited
- First Abu Dhabi Bank PJSC
- HSBC Bank Middle East Limited
- JP Morgan Securities
joint bookrunner
- Abu Dhabi Commercial Bank PJSC
- Arkham Capital Ltd
- Crédit Agricole and Investment Bank
- EFG-Hermes United Arab Emirates Limited
- International Securities LLC
- Societe Generale
lead beneficiary bank
- First Abu Dhabi Bank PJSC
Beneficiary Bank
- 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
i hold
Theodora Gabra
george allen
disclaimer
The information contained in this announcement is for background information only and is not meant to be complete or complete. No person shall or should rely, for any purpose, on the information contained in this announcement or on its completeness, accuracy or fairness. Information in this announcement is subject to change. No obligation is assumed to update this announcement or to correct any inaccuracies, and the distribution of this announcement should not be deemed a commitment of any kind by ADNOC Logistics & Services plc (“ADNOC L&S”) to proceed with the IPO or any reference herein any transaction or arrangement. This announcement has not been approved by any competent regulatory authority. Joint Global Coordinators, Joint Bookrunners, Moelis & Company UK LLP DIFC Branch (“Moelis & Company”) and/or any of their respective subsidiaries, affiliates or any of their respective directors, officers, employees, advisors and/or agents are responsible for the content of this announcement.
This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to buy or subscribe for any shares or any other securities, nor does it constitute or form part of it (or any part thereof) or its factual distribution, form the basis of, or be relied upon or serve as an inducement to enter into, any contract or commitment. Investors should not purchase any shares mentioned in this announcement except in accordance with the information contained in the International Offering Memorandum issued by ADNOC L&S in connection with the proposed admission. In certain jurisdictions, initial public offerings and the distribution of this announcement and other information relating to the initial public offering may be restricted by law and persons in possession of this announcement, any documents or other information referred to herein should inform themselves and abide by any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
In particular, nothing in this announcement contains or constitutes the making or solicitation of an offer to buy or subscribe for securities to any person in the United States of America, Australia, Canada, the United Arab Emirates or Japan or any jurisdiction for whom or in which such an offer or solicitation would be unlawful. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States of America except to Requirements and transactions governed by applicable state law. The offering and sale of securities mentioned herein has not been and will not be registered under the securities laws or the applicable securities laws of the United States of America, Australia, Canada or Japan. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to or for the benefit of any national, resident or citizen of Australia, Canada or Japan. Any securities sold in the United States of America will be sold only to qualified institutional buyers (as defined in Section 144A of the Securities Act) pursuant to Rule 144A or other exemption or in transactions not subject to the registration requirements of the Securities Act. There will be no public offering of securities in any jurisdiction other than the United States of America or the United Arab Emirates. Copies of this announcement are not and should not be distributed or sent in the United States of America, Australia, Canada or Japan.
In the European Economic Area (“EEA”), this announcement and this offering are directed only to persons who are “accredited investors” within the meaning of Article 2(e) of the Regulation (EU) in member states of the EEA. ) 2017/1129 (as amended) ("EU Prospectus Regulation") ("EU Accredited Investor"). In the United Kingdom, this announcement and this offering are directed only to "accredited investors" within the meaning of Article 2(e) of the EU Prospectus Regulations, which by virtue of the European Union (Withdrawal) Act 2018 (as amended and together with the any statutory instrument made by the powers of the EUWA, collectively referred to as "EUWA")) and also (i) a person with professional experience in investment-related matters falls within the definition of "investment professional"
Section 19(5) of the Financial Services and Markets Act 2000 (Financial Facilitation) Act 2005 (the "Act"), as amended ("the Act"); High net worth bodies corporate, unincorporated associations and partnerships, and trustees of high value trusts; (iii) other persons to whom information may be lawfully communicated (all such persons are "Related Persons"). In the Republic of South Africa ("South Africa"), this announcement and the offering are only available to investors falling within the scope of the exemptions provided for in Section 96(1)(a) or (b) of the Republic of South Africa. Companies Act No. 71 of 2008 ("South African Companies Act"), as amended ("Exempted Body"). Accordingly, the Offering does not constitute a "public offering" or a "secondary offering" (as that term is defined in South African Companies Act). In Australia, this announcement is made available and sent only to selected investors who can demonstrate that they fall within one or more of the available investor classes under section 708 of the Corporations Act 2001 (Cth) (the "Corporations Act"). This announcement must not be taken or relied upon: (i) in any member state of the European Economic Area, by persons who are not EU Qualified Investors; (ii) in the United Kingdom, by unrelated persons; (iii) in South Africa, by by a person who is not an exempt body, and (iv) in Australia, by a person who does not fall within one or more of the available investor categories under section 708 of the Corporations Act. Any securities, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such securities, and any investment activity in connection with this announcement: (i) in any member state of the EEA are offered only to, and may participate in, only EU Qualified Investors; (ii) in the UK only to, and may engage with, Relevant Persons only; (iii) in South Africa only to, and likely to work with, Exempted Institutions, and (iv) in Australia, only Participation in Section 708 of the Corporations Act applies to, and may be limited to, one or more of the following categories of investors.
This announcement has not been endorsed by the Central Bank of the United Arab Emirates (“UAE CB”), the SCA and/or any other relevant licensing authority in the UAE (including pursuant to the laws and regulations of any free zone established and operating within the UAE, including the Financial Services Regulatory Authority (“FSRA”) ”), the regulator of ADGM, DFSA, the Regulatory Authority Center of Dubai International Finance (“DIFC”) or any other authority in any other jurisdiction.
Declaration of Exempt Offers (DIFC): This announcement relates to potential exempt offers that may be made at the DIFC in accordance with the DFSA Rulebook. It is intended to be distributed only to those types of people specified in the rules. It may not be delivered to or relied upon by any other person.
The DFSA is not responsible for reviewing or verifying any documents relating to an offer of exemption. The DFSA has not approved this announcement and has not taken steps to verify the information contained therein and therefore accepts no responsibility for it. The securities covered by this announcement may be illiquid and/or subject to restrictions on resale. Prospective purchasers and subscribers of securities mentioned herein should conduct their own due diligence on the securities. If you do not understand the contents of this announcement, you should consult an authorized financial advisor.
This announcement is distributed only to persons who: (a) are outside the DIFC; (b) are persons who meet the professional client criteria set out in Rule 2.3.4 of the DFSA Business Conduct Module; (c) are an invitation in connection with the offer or sale of any securities or persons to whom the Incentive may otherwise be lawfully conveyed or arranged to be conveyed (all such persons are collectively referred to in this paragraph as "Relevant Persons"). This announcement is only aimed at related parties, and non-related parties should not act or rely on it. Any investment or investment activities involved in this announcement are open to and conducted only with relevant persons.
Exempt Offer Statement (ADGM): This announcement concerns a potential exempt offer that may be made under the FSRA Market Rules. This announcement is intended to be distributed only to the types of persons specified in the market rules. It may not be delivered to or relied upon by any other person. The FSRA is not responsible for reviewing or verifying any documents relating to an offer of exemption. The FSRA has not approved this bulletin and has not taken steps to verify the information contained therein and therefore accepts no responsibility for it. The securities covered by this announcement may be illiquid and/or subject to restrictions on resale. Prospective purchasers of securities mentioned herein should conduct their own due diligence on the securities. If you do not understand the contents of this announcement, you should consult an authorized financial advisor.
This notice is distributed only to persons who: (a) are not members of ADGM; (b) are authorized persons or authorized bodies (such terms are defined in the Financial Services and Markets Regulations 2015 (“FSMR”)); (c) are Persons who are invited or induced to engage in investment activities (within the meaning of section 18 of the FSMR) in connection with the issue or sale of any securities, may otherwise lawfully communicate or cause to be communicated (all such for the purposes of this paragraph, such persons collectively referred to as the "Related Persons"). This announcement is only aimed at related parties, and non-related parties should not act or rely on it. Any investment or investment activities involved in this announcement are open to and conducted only with relevant persons.
Notice to potential investors in the Kingdom of Saudi Arabia: This document may not be distributed in the Kingdom of Saudi Arabia except to persons permitted by the Rules on Offers of Securities and Continuing Obligations issued by the Board of Directors of the Capital Markets Authority (“Capital Markets Authority”) pursuant to December 2017 Resolution No. 3-123-2017 G of 27 January, based on the Capital Markets Law promulgated by Royal Decree No. M/30 of 2/6/1424H, approved by the Board of Directors of the Capital Market Authority No. 8-5-2023G of 18 January 2023 .
Capital Markets Authority makes no representations as to the accuracy or completeness of this announcement and expressly disclaims any liability for any loss arising or arising from reliance on any part of this announcement. Prospective purchasers of securities mentioned herein should perform their own due diligence as to the accuracy of information relating to the securities. If you do not understand the contents of this announcement, you should consult an authorized financial advisor.
Only for the Product Governance Requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook ("UK Product Governance Requirements") and/or any equivalent requirements determined to be applicable elsewhere and disclaims all and any "Manufacturer" ( for the purposes of the UK product stewardship requirements) and/or any equivalent requirements elsewhere (to the extent determined to be applicable) for any liability which may arise in tort, contract or otherwise A product approval process which has determined that securities: (i) are compatible with the ultimate target market for retail investors and investors who meet the criteria for professional clients and qualified counterparties, each as defined in Chapter 3 of the FCA Business Conduct Manual and (ii) be eligible for distribution through all permitted distribution channels (“Target Market Assessment”). Notwithstanding the target market assessment, Distributors are cautioned that: the price of the securities may fall and investors may lose all or part of their investment; the securities do not offer guaranteed income and capital protection; investments in the securities issued in this offering are suitable only and do not require guarantees Income or capital protection investors who (alone or in conjunction with appropriate financial or other advisors) are able to assess the merits and risks of such investments and who has sufficient resources to cover any losses that may result therefrom. The target market assessment does not affect any contractual, legal or regulatory sales restrictions in connection with this offering. In addition, it is worth noting that despite conducting a target market assessment, the underwriters will only source investors who meet the criteria of professional clients and qualified counterparties.
For the avoidance of doubt, the Target Market Evaluation does not constitute: (b) a recommendation to invest in, purchase or take any other action in relation to securities to any investor or group of investors.
Only for product governance requirements contained in: (a) Directive 2014/65/EU (as amended, “MiFID II”); (b) Commission Delegated Directive (EU) 2017/593 No. 9 supplementing MiFID II and Article 10; (c) local implementation measures (collectively referred to as the "MiFID II Product Governance Requirements"), and disclaims all liability for any "Manufacturer" (with respect to MiFID II Products), whether in tort, contract or otherwise responsibility
Governance requirements) may be relevant here, and the securities covered by this announcement have undergone a product approval process which has determined that such securities are: (i) compatible with the ultimate target market for retail investors and investors who meet the requirements of professional clients and qualified Counterparty criteria, as defined in MiFID II; (ii) Eligible for distribution through all distribution channels permitted by MiFID II (“Target Market Assessment”). Notwithstanding a target market assessment, distributors should be aware that: the price of the securities may fall and investors may lose all or part of their investment; the securities do not offer guaranteed income and capital protection; investments in the securities issued in this offering are suitable only and do not require guarantees Income or capital protection investors who (alone or in conjunction with appropriate financial or other advisors) are able to assess the merits and risks of such investments and who has sufficient resources to cover any losses that may result therefrom. The target market assessment does not affect any contractual, legal or regulatory sales restrictions in connection with this offering. In addition, it is worth noting that despite conducting a target market assessment, the underwriters will only source investors who meet the criteria of professional clients and qualified counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for purposes of MiFID II; (b) a recommendation to any investor or group of investors to invest in, purchase or take any other action in relation to securities .
In relation to Brexit, the Joint Global Coordinators and Joint Bookrunners may, at their sole discretion, undertake obligations in relation to potential offerings by any of their affiliates located in the EEA. If you do not understand the contents of this announcement, you should consult an authorized financial advisor.
Selling Shareholders, ADNOC L&S, Joint Global Coordinators, Joint Bookrunners, Moelis & Company and/or any of their respective subsidiaries, affiliates or any of their respective directors, officers, employees, consultants, agents or any other Neither(s) assumes any responsibility or liability for the truth, accuracy, completeness or fairness of the information or opinions contained in this announcement (or whether any information is omitted from this announcement), or makes any express or implied representation or warranty ) or any other information relating to ADNOC L&S or its affiliates, whether in written, oral, visual or electronic form, however transmitted or made available, or for any loss whatsoever arising out of the use of this announcement or its contents or otherwise related to this.
This announcement does not constitute a recommendation on this IPO. The price and value of securities, and any income derived therefrom, can go down as well as up, and in the worst case scenario, you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement is not intended to be a guide to future performance. Before purchasing any securities of ADNOC L&S, persons viewing this announcement should ensure that they fully understand and accept the risks set forth in the UAE prospectus and the International Offering Memorandum prepared and issued for the IPO. There can be no assurance that the IPO will occur and potential investors should not base their financial or investment decisions on the intentions of ADNOC L&S or any other person connected with the IPO at this stage. Potential investors should consult professional advisors as to whether an IPO is suitable for the person concerned.
This announcement contains "forward-looking" statements, beliefs or opinions, including statements about ADNOC L&S' business, financial condition, results of operations, liquidity, prospects, growth, strategies and plans and the industry in which ADNOC L&S operates. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond ADNOC L&S' control, all of which are based on ADNOC L&S' current beliefs and expectations regarding future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes," "anticipates," "may," "will," "may," "should," "should," "risks," "intends," " Estimates," "Target," "Plan," "Forecast," "Continue," "Assume," "Position," or "Expect" or the negative thereof, other variations or similar terms or by discussing financial condition, prospects, capital resources , strategy, plan, purpose, goal, future event or intention. These forward-looking statements include all matters that are not historical facts and that involve predictions. Forward-looking statements can, and often do, differ materially from actual results. They appear in various places in this announcement and include statements about the intentions, beliefs or current expectations of the directors of ADNOC L&S with respect to future events and are subject to risks relating to future events as well as other risks, uncertainties and assumptions related to Affects ADNOC L&S business, involving, among other things, the results of operations, financial condition, prospects, growth and strategies of ADNOC L&S and the industry in which it operates.
There can be no assurance that such results will be achieved in the future; actual events or results may differ materially due to risks and uncertainties faced by ADNOC L&S. Such risks and uncertainties could cause actual results to differ materially from future results indicated, expressed or implied in such forward-looking statements. Forward-looking statements contained in this announcement speak only as of the date of this announcement. Selling Shareholders, ADNOC L&S, the Joint Global Coordinators, the Joint Bookrunners, Moelis & Company and/or their respective affiliates expressly disclaim any obligation or undertake to release publicly any updates to any forward-looking statements contained in this announcement or revised to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based, unless required by applicable law.
Citigroup Global Markets Limited and J.P. Morgan Securities Plc are both authorized by the Prudential Regulation Authority (“PRA”) and regulated by the Financial Conduct Authority (“FCA”) and the PRA. First Abu Dhabi Bank PJSC and Abu Dhabi Commercial Bank PJSC are authorized and regulated in the UAE by the Central Bank of the UAE and the SCA. HSBC Bank Middle East Limited is regulated under the lead of the Dubai Financial Services Authority and regulated by the Central Bank of the United Arab Emirates and the SCA to carry out licensed activities in the United Arab Emirates. EFG Hermes UAE LLC is
Regulated by the SCA. Crédit Agricole Corporate and Investment Bank and Société Générale are authorized and regulated by the European Central Bank, Autorité de Contrôle Prudentiel et de Résolution (French Authority for Prudential Regulation and Resolution) and Autorité des Marchés Financiers (French financial market regulator). International Securities LLC is regulated by the SCA. Both Arqaam Capital Limited and EFG-Hermes UAE Limited are regulated by the Dubai Financial Services Authority.
The Joint Global Coordinators, Joint Bookrunners and Moelis & Company are acting only on behalf of the Company and no other persons in connection with this offering. They do not consider any other person to be their respective client in connection with this offering and are not responsible to anyone outside the company for the protection of their respective clients or for advice regarding this offering, this announcement or references herein any transaction, arrangement or other matter.
As far as this offering is concerned, the joint global coordinators, joint bookrunners and any of their affiliates may take part of the shares in this offering as a major position, and in this capacity may retain, buy, sell, offer for their own Account sales of such shares and other securities of ADNOC L&S or related investments in connection with the offering or otherwise. Accordingly, references in the International Offering Memorandum to shares being issued, offered, subscribed for, acquired, placed or otherwise dealt in shall be understood to include any issue or offer, or subscription, acquisition, placement or transaction, per the joint global coordinating persons, joint bookrunners and any affiliates acting in such capacity. In addition, certain of the Joint Global Coordinators, Joint Bookrunners or their affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors, whereby they or their affiliates may from time to time acquire, hold or dispose of shares in . Neither the Joint Global Coordinators, the Joint Bookrunners nor any of their affiliates intends to disclose the scope of any such investments or transactions except in accordance with any legal or regulatory obligation.