ABU DHABI 9 December 2017: Abu Dhabi National Oil Company for Distribution PJSC (the “Company” or “ADNOC Distribution”), the UAE’s number one fuel retailer and distributor and the operator of the UAE’s largest retail network by number of stores, today announced the successful pricing for the initial public offering of its ordinary shares.
The pricing for the offering has been set at AED2.50 per ordinary share, the company said in a statement today.
Based on the Offer Price, the Company’s market capitalisation at listing will be approximately AED31.3 billion (US$ 8.5 billion).The number of shares included in the offering is 1,250,000,000 which represents 10 percent of the share capital.
Immediately following the offering, Abu Dhabi National Oil Company (“ADNOC Group”), the Company’s parent, will continue to own 90 percent of the share capital. The value of ordinary shares sold in the offering totals AED3.1 billion (US$851 million).
Final allocations were approximately 90 percent for qualified investors (60 percent local, 30 percent international) and 10 percent for individual and other investors.
Listing and trading on the Abu Dhabi Securities Exchange (ADX) is expected to commence at 10:00 a.m. on 13 December 2017 under the symbol “ADNOCDIST”.
Dr. Sultan bin Ahmad Sultan Al Jaber, Minister of State and ADNOC Group CEO, said, “We are pleased to announce today the offer price for shares in the landmark IPO of ADNOC Distribution, the largest IPO on the Abu Dhabi Securities Exchange in over a decade. This important and strategic offering represents a unique opportunity for investors to own a stake in the UAE’s number one fuel retail brand, and largest network of retail convenience stores. ADNOC Distribution’s strong business model, unique market position and attractive growth prospects has garnered healthy and solid demand for the IPO, which has set a new benchmark for the UAE equity capital markets. ADNOC Distribution will continue to receive the full support and commitment of the ADNOC Group as it begins the next phase of its growth and transformation, as one of the UAE’s leading listed companies.”
ADNOC Distribution is the first IPO on the ADX in the last 6 years and the largest IPO on the ADX in the last 10 years. It is also a strategically important and landmark IPO for the ADNOC Group and the UAE.
At listing, the Company is expected to have the fourth largest capitalisation on the ADX.
ADNOC Distribution will be the only large retail sector stock on the ADX, helping to diversify and grow the number of industry sectors represented on the exchange. This IPO is the first ever international offering on the ADX.
The transaction marks the first IPO on the ADX using a Book Building process, in-line with international best practice. This has led to substantial interest and engagement from high quality, global institutional investors allowing for increased Foreign Direct Investment into the UAE, on top of the high demand and interest from local retail investors.
The Offering was multiple times oversubscribed on the qualified investor tranche at a price of AED 2.50 per share. The retail or individual investor tranche of the Offering was oversubscribed by 22 times on the original retail tranche size; owing to this exceptional level of oversubscription, it was decided to increase the retail tranche size to 10% of the Offering, allowing retail investors to further participate in this unique opportunity.
Significant interest and demand from UAE-based investors paves the way for further interest and investment in similar, future transactions.
A transformative transaction for the ADX, the IPO created significant new demand for ADX NIN numbers helping facilitate the further development and growth of the ADX.
The IPO represents the first IPO of an ADNOC subsidiary company and creates a new platform and route for further value creation.
The Offering represents a further step in ADNOC’s new value creation strategy, and the more proactive management of its portfolio of assets and capital, to unlock value and drive growth. ADNOC retains a 90 percent shareholding in the Company and is fully aligned with other shareholders as the Company looks to further growth.
The company in its announcement statement said that the discussion under the heading “Selling Restrictions” in the Offering Memorandum is supplemented as follows: “Canada The Shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the Shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this offering circular (including any amendment thereto) contain a misrepresentation, provided that the remedies of rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal adviser.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this Global Offering.
Allotment Notices and Refunds A notice to successful subscribers in the first tranche will be sent by way of SMS advising the number of shares allotted and the refund amount. This will be followed by a notice sent by registered mail. Notification of the final allocation of the shares offered for sale, and the refund of surplus amounts and accrued interest (if any), following the closing of the subscription period and prior to the listing of the Company’s shares shall be performed solely by, and processed through the method which the payment of the original application amount was made.”
For further information about the Offering, those concerned are advised to visit the IPO microsite at: investors.adnocdistribution.ae. Investors can also visit: www.adx.ae or call the ADX customer services on 800239 or the First Abu Dhabi Bank call center on +97126161800.
Alena Knott