NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
This announcement is not a prospectus and not an offer of securities for sale or subscription in any jurisdiction, including in or into the United States, Canada, Japan, South Africa, the United Arab Emirates or Australia.
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 any 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, the international offering memorandum (the “International Offering Memorandum”) published by ADNOC Drilling Company PJSC in connection with the admission of its ordinary shares to trading on the Abu Dhabi Securities Exchange (“ADX”).
The International Offering Memorandum is addressed only to certain qualified institutional investors located within certain jurisdictions 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 (the “SCA”) of the United Arab Emirates (the “UAE”) and the information contained in the International Offering Memorandum does not form part of any prospectus published in connection with an offering of shares to retail investors in the UAE. The review of the International Offering Memorandum and any related advertisements does not fall under the SCA’s remit or jurisdiction.
ADNOC Drilling Company today announced its intention to proceed with an initial public offering and to list its shares for trading on the Abu Dhabi Securities Exchange (ADX).
7.5% of ADNOC Drilling’s issued share capital, will be included in the Offering to individuals and other investors in the UAE and to ADNOC Group Companies Employees and ADNOC Group UAE National Retirees (as defined in the UAE Prospectus) (as part of the UAE retail offering) and to qualified institutional and other investors (as part of the qualified investor offering). Abu Dhabi National Oil Company (ADNOC or the Selling Shareholder) retains the right to increase the size of the Offering at any time before pricing of the Offering.
ADNOC Drilling has 107 rigs, of which 96 rigs are owned and 11 rigs are rented, as of June 30, 2021 and the sole provider of drilling rig hire services and associated rig-related services to the ADNOC Group on agreed contractual terms. ADNOC Drilling provides its customers with a full suite of drilling services, including rig hire services and certain associated rig-related services in Abu Dhabi and oilfield services (such as integrated drilling services, wireline, directional drilling, cementing, pressure pumping, logging and fluids, and hydraulic fracturing).
For the year ended 31st December 2020, ADNOC Drilling had revenue of $2,097.9 million, EBITDA of $959.7 million and profit of $569.0 million. For the six months ended 30th June 2021, ADNOC Drilling had revenue of $1,123.5 million, EBITDA of $499.5 million and profit of $281.6 million.
In line with its 2030 strategy, ADNOC has previously embarked on an ambitious transformation program to unlock and create value by expanding its engagement with new strategic partners and global investors. To this end, it has developed an overall strategy for the more active management of its asset portfolio and capital to unlock value and drive growth and returns across its entire value chain. This IPO will constitute a further step in ADNOC’s continued growth trajectory. ADNOC is fully supportive of ADNOC Drilling’s management and business strategy and intends to remain ADNOC Drilling’s long-term majority shareholder.
Commenting on the launch of the ADNOC Drilling IPO process, Dr. Sultan Ahmed Al Jaber, UAE Minister of Industry and Advanced Technology and ADNOC Managing Director and Group CEO, said, "I am delighted to announce our intention to float a minority stake in ADNOC Drilling on the Abu Dhabi Securities Exchange through an IPO. This highly compelling offering, in a company with a robust growth trajectory and attractive dividend policy, is open to all citizens and residents of the UAE in addition to international and local institutional investors. Building on the highly successful listing of ADNOC Distribution in 2017, this offering marks another significant milestone in ADNOC’s ongoing journey in unlocking and maximizing value across our integrated asset base."
Dr. Al Jaber added, "ADNOC Drilling’s planned value creation opportunities, including a major rig fleet expansion and well drilling program, ideally position the company to take full advantage of emerging opportunities across the upstream value chain. As such, ADNOC will remain a committed, long-term majority shareholder in ADNOC Drilling, as we believe the company’s strong market position ensures it is poised for further growth for the benefit of Abu Dhabi, the UAE and future ADNOC Drilling shareholders."
Abdulrahman Abdulla Al Seiari, Chief Executive Officer of ADNOC Drilling, said, "As the sole provider of drilling rig hire services and rig-related services to ADNOC Group on agreed contractual terms, we will continue to play a critical role in enabling ADNOC to deliver on its 2030 crude oil production capacity target of 5 million barrels per day and achieving gas self-sufficiency for the UAE. The success of ADNOC Drilling has been built on the dedication of our people and their deep engineering and technical expertise. We look forward to welcoming our new shareholders to share in the growth of ADNOC Drilling, as we seek to list our shares on the Abu Dhabi Securities Exchange."
Details of the Offering
ADNOC expects to sell 7.5% of the Company’s issued share capital, with ADNOC retaining the right to increase the size of the Offering at any time before pricing of the Offering. It is intended that the Offering will comprise of (i) a public offering to (a) individual and other investors in the UAE and to (b) ADNOC Group Companies Employees and ADNOC Group UAE National Retirees (as defined in the UAE Prospectus) (the "UAE Retail Offering"), and (ii) an offering to qualified institutional and other investors in a number of countries, including in the UAE (the "Qualified Investor Offering"). The offer price per Share (the "Offer Price") will be determined through, and following, a book building process. Retail investors in the UAE Retail Offering will subscribe for the shares at the Offer Price.
All of the shares are being offered by ADNOC which, prior to the Offering, holds 95% of the share capital of the Company. The net proceeds generated by the Offering will be received by ADNOC. The Offering is being conducted, among other reasons, to allow ADNOC to sell part of its shareholding to more actively manage and optimize its portfolio of assets and create new investment opportunities across its business, increase trading liquidity in the shares and raise its profile with the international investment community. ADNOC will continue to own a majority of ADNOC Drilling’s share capital post IPO. Baker Hughes Holding SPV Ltd. which, prior to the Offering, holds 5% of the share capital of the Company, will not be offering any shares for sale in the Offering.
The completion of the Offering and Admission is currently expected to take place in October 2021, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval of Admission to listing and trading on the ADX.
Details of the Offering will be included in an Arabic-language prospectus (the "UAE Prospectus") and public subscription announcement (the "Public Announcement") in respect of the UAE Retail Offering and an English-language International Offering Memorandum in respect of the Qualified Investor Offering. The UAE Prospectus and the Public Announcement will be published today and the International Offering Memorandum is expected to be published in due course.