ADNOC Gas announces offer price range

The price range for the Offering has been set between AED2.25 to AED2.43 per share, implying an equity value of $47.0 billion to $50.8 billion (AED172.7 billion to AED186.5 billion).

Abu Dhabi National Oil Company (ADNOC or the Selling Shareholder) expects to sell 3,070,056,880 ordinary shares, representing approximately 4 percent of the Company’s issued share capital, with the Selling Shareholder reserving the right to amend the size of the Offering at any time before the end of the subscription period, subject to the applicable laws of the UAE and the approval of the Securities and Commodities Authority.

Assuming all the shares offered are sold, the size of the Offering will be approximately $1.9 billion to $2.0 billion (AED6.9 billion to AED7.5 billion). The final offer price is expected to be announced on Friday, 3rd March 2023.

The Offering is available to the following subscribers in the UAE Retail Offering to individuals and other investors in the UAE; employees of ADNOC group companies residing in the UAE; and UAE national retirees of ADNOC group companies residing in the UAE.

Also, it is available to qualified institutional and other investors in a number of countries, including the UAE (the Qualified Investor Offering).

The subscription period for the Offering opens today, 23rd February, and will continue until Wednesday, 1st March, for the UAE Retail Offering.

The book-building period for the Offering starts today, 23rd February, 2023, and will continue until Thursday, 2nd March, 2023, for the Qualified Investor Offering.

The completion of the Offering and Admission is currently expected to take place on Monday, 13th March, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval for the Admission.

Allotment notifications for the UAE Retail Offering will be sent on Wednesday, 8th March, with a refund of surplus investments, and dispatch of allotment letters will also commence from Wednesday, 8th March.

Moelis & Company UK LLP DIFC Branch has been appointed as the Independent Financial Advisor to the Company.

First Abu Dhabi Bank and HSBC Bank Middle East Limited have been appointed as Joint Global Coordinators.

Abu Dhabi Commercial Bank, 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 has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank, Abu Dhabi Islamic Bank 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.

On 22nd February, 2023, the Selling Shareholder and the Company entered into cornerstone investment agreements with certain cornerstone investors (Cornerstone Investors), including Abu Dhabi Pension Fund, Alpha Wave Ventures II LP, IHC Capital Holding LLC and OneIM Fund I LP which have committed to subscribe for shares in the Offering in amounts equal to $125 million; $225 million; $50 million; and $225 million, respectively.

Additionally, entities ultimately controlled by ADQ and the Emirates Investment Authority have committed to subscribe for shares in the Offering in amounts equal to $150 million and $75 million, respectively.

Pursuant to the cornerstone investment agreements, each of the Cornerstone Investors has committed to purchase shares in the Qualified Investor Offering at the final offer price.

In aggregate, the Cornerstone Investors have committed up to c. $850 million to the IPO, subject to the final offer price and based on the current offer size, with their respective shares subject to a twelve-month lock-up arrangement following Admission.

The Shariah Supervision Committee of First Abu Dhabi Bank 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.