Salem_Mohammed Al Darei

ADNOC Gas Sets Final Offer Price for IPO

ADNOC Gas, the Abu Dhabi state-owned energy company, has set the final offer price for its initial public offering (‘IPO’) at AED2.37 per share, placing the market capitalization of the company at USD50 billion, based on the time of admission to the ADX. The offering was priced towards the higher end of the previously announced range of AED2.25 to AED2.43 per share, following robust demand from both local and international investors. 

The book-building process generated orders totalling more than $124 billion, implying an oversubscription level of over 50 times from qualified institutional investors and UAE retail investors. ADNOC will retain a majority 90% stake in the company following the IPO. 

The increased offering size of 3,837,571,100 ordinary shares has been fully allocated, resulting in gross proceeds of approximately USD2.5 billion, which ADNOC will receive upon settlement. The IPO will be the largest-ever listing on the ADX, surpassing that of another ADNOC group company, Borouge, which successfully listed on the ADX on June 3, 2022. 

Admission is scheduled to take place on March 13, 2023, subject to customary closing conditions, under the ticker symbol “ADNOCGAS” and ISIN “AEE01195A234”. The Cornerstone Investors, which include Abu Dhabi Pension Fund, Alpha Wave Ventures II, IHC Capital Holding, OneIM Fund I, and entities ultimately controlled by ADQ and the Emirates Investment Authority, will directly or indirectly subscribe to 34% of the offering via their IPO cornerstone investment agreements. 

Following the IPO, the Third Tranche of the offering will be reserved for employees of ADNOC group companies residing in the UAE and UAE national retirees of ADNOC group companies residing in the UAE, with the size of the tranche set at 4%. The Second Tranche, reserved for investors in the Qualified Investor Offering, will be 84% of the offering. Investors participating in the UAE Retail Offering will receive an SMS confirmation of their respective allocation on March 8, 2023. 

The UAE Retail Offering saw total demand exceeding $23 billion, making it the largest-ever demand for retail tranches in a MENA IPO to date. Following the IPO, the Cornerstone Investors have agreed not to offer, sell, or announce an offer of any shares they have acquired under the Cornerstone Investment Agreements for twelve months. 

Overall, ADNOC Gas’s IPO has generated significant interest from both local and international investors, underscoring the strong appetite for high-quality energy assets in the region. The success of the IPO bodes well for the future growth and development of ADNOC Gas and the wider UAE energy sector. 

ADNOC’s chief legal counsel, Salem Mohammed Al Darei (pictured) heads the legal department. 

The advisors 

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

First Abu Dhabi Bank and HSBC Bank Middle East Limited acted as Joint Global Coordinators. Abu Dhabi Commercial Bank, Arqaam Capital Limited, BNP PARIBAS, Deutsche Bank, London Branch, EFG-Hermes UAE (acting in conjunction with EFG Hermes UAE) and International Securities acted as Joint Bookrunners. 

Allen & Overy has advised the underwriters on the initial public offering (IPO) and listing of ADNOC Gas Plc (ADNOC Gas) on the Abu Dhabi Securities Exchange (ADX). The Allen & Overy team was led by Abu Dhabi based Partner Khalid Garousha and US Securities Partner Jeff Hendrickson, supported by a cross border team involving lawyers in the UAE and London.

First Abu Dhabi Bank acted as the Lead Receiving Bank. Abu Dhabi Commercial Bank, Abu Dhabi Islamic Bank and Al Maryah Community Bank acted as the Receiving Banks. 

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.