ADNOC to offer approximately 3.1 billion shares of ADNOC Gas through marketed offering

ABU DHABI/WAM

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.”
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 21st February 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.