ADNOC to Offer Approximately 880 Million Shares of ADNOC Drilling Through a Bookbuild Offering
ADNOC launches offer of approximately 880 million ordinary shares corresponding to approximately 5.5% of the issued and outstanding share capital of ADNOC Drilling through a bookbuild offering to Professional Investors in the UAE and institutional investors elsewhere
Final terms are expected to be announced following completion of the Offering
The Offering is expected to increase ADNOC Drilling’s free float, enhance liquidity of the Company’s shares and provide a pathway to a more diversified shareholder base and broader indexation
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This announcement is for information purposes only and does not constitute a public offer of securities for sale or subscription in any jurisdiction, including the United Arab Emirates, the United States, Australia, Canada, Japan or Saudi Arabia. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.
Abu Dhabi, UAE – May 22, 2024: Abu Dhabi National Oil Company (ADNOC) PJSC (“ADNOC”), the current majority shareholder of 84% of the ordinary shares in ADNOC Drilling PJSC (“ADNOC Drilling” or the “Company”) (ADX Symbol: ADNOCDRILL / ISIN: AEA007301012), announced today its intention to offer approximately 880 million ordinary shares (the “Shares”), corresponding to approximately 5.5% of the issued and outstanding share capital of ADNOC Drilling (the “Offering”), through a bookbuild offering to certain eligible institutional investors in reliance on Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended (the U.S. Securities Act). The Offering is open only to Professional Investors as defined by the UAE Securities and Commodities Authority (SCA) and will not be available to the public in the United Arab Emirates (UAE) or any other jurisdiction.
The bookbuilding period for the Offering will commence immediately and is expected to close on May 23, 2024, subject to acceleration. The final number of Shares to be placed and the offering price will be determined at the close of the bookbuild process. Final terms of the Offering are expected to be announced following the completion of the bookbuilding process for the Offering.
The Offering will consist exclusively of Shares held by ADNOC and allows ADNOC to sell a further stake in ADNOC Drilling to enhance liquidity and trading in ADNOC Drilling’s ordinary shares and diversify its shareholder base. A higher free float is also expected to provide a pathway towards inclusion in the Morgan Stanley Capital International (MSCI) Emerging Market Index, which may take place at the next quarterly review subject to ADNOC Drilling meeting all the relevant inclusion criteria. MSCI inclusion of ADNOC Drilling would contribute to the diversification of the Company’s investor base and significantly broaden awareness of its unique value proposition.
Khaled Al Zaabi, Group Chief Financial Officer at ADNOC, said: “Since its IPO in October 2021, ADNOC Drilling has delivered exceptional growth and superior shareholder returns including a recent dividend policy upgrade. It is poised for further growth as it unlocks the UAE's world-class unconventional energy resources and utilizes innovative technologies through its OFS technology joint venture platform Enersol. As a committed, long-term majority shareholder, this offering aligns with ADNOC's strategic objectives to enhance the liquidity and free float of ADNOC Drilling, diversify its shareholder base and supports value creation. Securing MSCI emerging market index inclusion also underscores ADNOC's role as a key catalyst and critical enabler of the Abu Dhabi financial market.”
The sale supports ADNOC’s commitment to further strengthen the Abu Dhabi equity capital market while creating sustainable value for shareholders across its listed portfolio. Shares in ADNOC Drilling held by ADNOC which are not sold in the Offering will be subject to a lock-up period of six months from the settlement date.
EFG Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC), First Abu Dhabi Bank PJSC, Goldman Sachs International and J.P. Morgan Securities PLC are acting as Joint Global Coordinators and Joint Bookrunners for the Offering.
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