Abu Dhabi, UAE – Abu Dhabi National Oil Company (ADNOC) PJSC (“ADNOC”), the current majority shareholder of 90% of the ordinary shares in ADNOC Gas plc (“ADNOC Gas” or the “Company”) (ADX Symbol: ADNOCGAS / ISIN: AEE01195A234), announced today its intention to offer approximately 3.1 billion shares through a Marketed Offering (“the Offering”).

OFFERING HIGHLIGHTS

  • 3,070,056,880 shares are being made available in the Offering, representing 4% of the issued and outstanding share capital of ADNOC Gas (the “Shares”).
  • The Offering will commence immediately and is expected to close on February 21, 2025, subject to acceleration of closing at ADNOC’s sole discretion.
  • Offering will be subject to a customary 180-day lock-up for ADNOC and ADNOC Gas respectively, subject to certain exceptions and unless waived by the Joint Global Coordinators (as defined below).
  • In relation to the Offering, ADNOC Gas may hold a series of meetings with institutional investors ahead of the closing of the Offering.

Commenting on the launch of the Offering, Khaled Al Zaabi, Group Chief Financial Officer at ADNOC said: “Since its IPO in March 2023, ADNOC Gas has consistently delivered strong growth, robust financial performance and superior shareholder returns. As a world-class integrated gas processing company, ADNOC Gas is ideally positioned for further expansion as the company will continue to supply a majority of the domestic market, while pursuing an ambitious growth strategy. As a committed, long-term majority shareholder, this Offering aligns with ADNOC's strategic objectives to enhance the liquidity and free float of ADNOC Gas, while providing a pathway to a more diversified shareholder base and indexation through this secondary placement.”

DETAILS OF THE OFFERING

ADNOC intends to offer approximately 3.1 billion of the issued and outstanding share capital of ADNOC Gas. The Offering will be open to qualified institutional and other investors in a number of countries, including the United Arab Emirates (“UAE”) 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 UAE or any other jurisdiction.

All of the Shares are being offered by ADNOC which, prior to the Offering, holds approximately 90% of the share capital of the Company. The final number of Shares to be placed and the Offering price will be determined at the close of the bookbuild process in accordance with the Block Trade Rules of the Abu Dhabi Securities Exchange (ADX). Final terms of the Offering are expected to be announced following the completion of the bookbuilding process for the Offering. The net proceeds generated by the Offering will be received by ADNOC. All expenses of the Offering will be borne by ADNOC. Accordingly, ADNOC Gas will not receive any proceeds from the Offering, and the Offering will not result in any dilution of the shares of the Company or for shares held by other shareholders in the Company.

The Offering is being conducted to enhance trading and liquidity in ADNOC Gas’ 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 and the Financial Times Stock Exchange (FTSE) Emerging Market Index, which may take place at the next quarterly review subject to ADNOC Gas meeting all the relevant inclusion criteria. Index inclusion of ADNOC Gas would further contribute to the diversification of the Company’s investor base and significantly broaden awareness of its value proposition within the international investment community.

ADNOC Gas has continued to deliver consistent growth and profitability as evidenced by the Company’s full year 2024 financial results, generating adjusted net income of $5 billion (the highest since its IPO), with a net income of $1.38 billion in the fourth quarter of 2024, in each case significantly ahead of the applicable Bloomberg consensus.

This strong performance is in line with the Company’s most recent strategy update (announced in November 2024), outlining ADNOC Gas’ refreshed growth pipeline, including the planned future acquisition of Ruwais LNG and its progress in achieving its target of over 40% adjusted EBITDA growth by 2029. This growth is supported by ADNOC Gas’ strong balance sheet and free cash flow generation which also provides a progressive dividend policy with projected 5% per annum increase in dividend per share over the coming years.

The Offering also supports ADNOC’s ongoing commitment to further enhance the Abu Dhabi equity capital market while generating sustainable returns for investors across its listed portfolio. Commencing immediately, the Offering is expected to close on February 21, 2025, subject to acceleration of closing at ADNOC’s sole discretion. In connection with the Offering, ADNOC Group and ADNOC Gas will respectively be subject to a lock-up period of 180 days from the settlement date, subject to certain exceptions and unless waived by the Joint Global Coordinators (as defined below).

BofA Securities, Citi, EFG-Hermes, First Abu Dhabi Bank, HSBC and International Securities are acting as Joint Global Coordinators and Joint Bookrunners for the Offering.

-Ends- 

About ADNOC

ADNOC is a leading diversified energy and petrochemicals group wholly owned by the Emirate of Abu Dhabi. ADNOC’s objective is to maximize the value of the Emirate’s vast hydrocarbon reserves through responsible and sustainable exploration and production to support the United Arab Emirates’ economic growth and diversification. To find out more, visit: www.adnoc.ae

For media enquiries, please contact media@adnoc.ae

For investor relations enquiries, please contact IR@adnoc.ae

About ADNOC Gas

*ADNOC Gas which refers to ADNOC Gas Plc and its subsidiaries (ADX: ADNOCGAS), listed on the ADX (ADX symbol: “ADNOCGAS” / ISIN: “AEE01195A234”), is a world-class, large-scale integrated gas processing company. It operates across the gas value chain, from receipt of feedstock from ADNOC (through large, long-life operations for gas processing and fractionation) to the sale of products to domestic and international customers. ADNOC Gas supplies approximately 60% of the UAE’s sales gas needs and supplies end-customers in over twenty countries. To find out more, visit: www.adnocgas.ae

Cautionary statement on forward-looking information

This news release contains forward-looking statements about ADNOC and ADNOC Gas that are based on management’s current expectations, estimates and projections about the petroleum, gas and other related industries. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “forecasts,” “projects,” “believes,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” ”guidance,” “focus,” “on schedule,” “on track,” "is slated,” “goals,” “objectives,” “strategies,” “opportunities,” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which are beyond the control

of ADNOC and/or ADNOC Gas and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required, ADNOC, ADNOC Gas, the Joint Global Coordinators and Joint Bookrunners and/or their respective affiliates, expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.

Disclaimer

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of ADNOC and/or ADNOC Gas to proceed with the Offering or any transaction or arrangement referred to herein. None of Merrill Lynch International (“BofA Securities”) Citigroup Global Markets Limited, EFG Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC), First Abu Dhabi Bank PJSC, HSBC Bank Middle East Limited  and International Securities L.L.C. (“International Securities”) (together the “Joint Global Coordinators and Joint Bookrunners”) and/or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers and/or agents are responsible for the contents of this announcement. The Joint Bookrunners are acting exclusively for ADNOC and ADNOC Gas and no one else in connection with the Offering, and will not regard any other person as a client in relation to the Offering and will not be responsible to anyone other than ADNOC and ADNOC Gas for providing the protections afforded to their respective clients, nor for giving advice in relation to the Offering or any transaction or arrangement referred to in 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 purchase or subscribe for any Shares or any other  securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. The Offering and the distribution of this announcement and other information in connection therewith or herewith in certain jurisdictions may be restricted by law, and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United Arab Emirates, the United States, Australia, Canada, Japan or Saudi Arabia, or in any jurisdiction in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States unless registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance with applicable United States state law. The offer and sale of the securities referred to herein have not been and will not be registered under the U.S. Securities Act or under the applicable securities laws of the United Arab Emirates, Australia, Canada, Japan or Saudi Arabia. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United Arab Emirates, Australia, Canada, Japan, Saudi Arabia or to, or for the account or benefit of, any national, resident or citizen of the United Arab Emirates, Australia, Canada, Japan or Saudi Arabia. Any Shares sold in the United States pursuant to the Offering will be sold only to qualified institutional buyers (as defined in Rule 144A under the U.S. Securities Act) in reliance on Rule 144A or another exemption from, or transaction not subject to, the registration requirements of the U.S. Securities Act. Copies of this announcement are not being, and should not be, distributed in or sent into the United Arab Emirates, the United States, Australia, Canada, Japan or Saudi Arabia. There will be no public offer of the securities in the United Arab Emirates, the United States or any other jurisdiction.

This announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Order, (iii) are outside the United Kingdom (UK), or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

The press release is an advertisement and is not a prospectus for the purposes of Regulation, as amended or superseded (EU) 2017/1129 (the "Prospectus Regulation") including as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") and/or part VI of the Financial Services and Markets Act 2000 of the United Kingdom. In the United Kingdom and member states of the European Economic Area (EEA), this announcement and any offers of securities, if made subsequently, will be only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of the Prospectus Regulation (including as it forms part of domestic law by virtue of the EUWA). The securities will only be available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with qualified investors. This press release should not be acted upon or relied upon in any member state of the EEA or in the United Kingdom by persons who are not qualified investors.

This announcement has not been reviewed, verified, approved and/or licensed by the Central Bank of the United Arab Emirates, the SCA and/or any other relevant licensing authority in the United Arab Emirates, including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the United Arab Emirates, including the Financial Services Regulatory Authority, the regulatory authority of the Abu Dhabi Global Market (“ADGM”), and the Dubai Financial Services Authority, a regulatory authority of the Dubai International Financial Centre (“DIFC”), or any other authority in any other jurisdiction. The Offering is open only to Professional Investors as defined by the SCA, and will not be available to the public in the United Arab Emirates or any other jurisdiction.

This announcement does not contain or constitute a financial promotion in the United Arab Emirates, and is not an offer of the securities for sale or a solicitation of an offer to purchase the securities, in the United Arab Emirates, the ADGM, the DIFC or elsewhere.

This announcement is for distribution only to persons who (a) are outside the ADGM, or (b) are Authorised Persons or Recognised Bodies (as such terms are defined in the ADGM Financial Services and Markets Regulations 2015 (“FSMR”)), or (c) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 18 of the FSMR) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

This announcement is for distribution only to persons who (a) are outside the DIFC, or (b) are persons who meet the Professional Client criteria set out in Rule 2.3.4 of the DFSA Conduct of Business Module (all such persons together being referred to as “relevant persons” for the purposes of this paragraph). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. No PRIIPs/UK PRIIPs key information document (“KID”) has been prepared as not available to retail in EEA or in the UK.

In connection with the Offering, the Joint Global Coordinators and Joint Bookrunners or any of their respective affiliates acting as an investor for their own account may take up as a proprietary position any securities mentioned in this announcement and in that capacity may retain, purchase or sell for their own account such securities. In addition, they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of such securities. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

None of ADNOC, ADNOC Gas, the Joint Global Coordinators and Joint Bookrunners and/or any of their respective subsidiary undertakings, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to ADNOC, ADNOC Gas or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Each prospective investor should proceed on the assumption that it must bear the economic risk of an investment in the securities being offered pursuant to the Offering. This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up and, in the worst case, you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. There is no guarantee that the Offering will happen and potential investors should not base their financial or investment decisions on the intentions of ADNOC and/or ADNOC Gas or any other person in relation to the Offering at this stage. None of ADNOC, ADNOC Gas and/or the Joint Global Coordinators and Joint Bookrunners makes any representation as to the suitability of the Offering, as applicable, for the person(s) concerned and potential investors should consult a professional adviser as to the suitability of the Offering, as applicable, for the person(s) concerned.

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.

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.

Any offer to acquire shares pursuant to the offering will be made pursuant to, and any investor should make its investment decision solely on the basis of the information that is contained in, an international offering memorandum (the “International Offering Memorandum”) published by ADNOC Gas plc and addressed only to certain qualified institutional investors located within certain jurisdictions and in compliance with the laws and regulations of such jurisdictions. The International Offering Memorandum has not been, and will not be, approved by the Securities and Commodities Authority of the UAE (the “SCA”) or any regulator in the UAE or elsewhere. The review of the International Offering Memorandum, the information contained in the International Offering Memorandum and any related advertisements does not fall under the SCA’s remit or jurisdiction. The offering will not include a public subscription in the United Arab Emirates and there will be no local prospectus published. 

This announcement has not been reviewed, verified, approved and/or licensed by the Central Bank of the United Arab Emirates or the SCA.