- ADNOC has announced it will offer up approximately 375 million shares of ADNOC Distribution
- The shares are being offered at AED4.36 apiece
The Abu Dhabi National Oil Company announced on Wednesday that it would offer up approximately 375 million shares. ADNOC, along with its subsidiaries, currently holds around 80 percent shares in ADNOC Distribution.
The shares make up approximately 3 percent of ADNOC Distribution’s registered share capital, and are being offered at AED4.36 apiece, say local reports.
ADNOC also plans to issue senior unsecured bonds due in 2024 worth $1.195 billion, and these can be exchanged into ADNOC Distribution’s existing common shares.
These will constitute approximately 7 percent of the company’s registered share capital under certain conditions, under a private placement to certain eligible investors outside the United States under Regulation S under the US Securities Act.
The combined offering will not be available to the public in the UAE or any other jurisdiction, said the report.
Together, the share offering and, assuming exchange and settlement in shares of all of the exchangeable bonds under their terms, the exchangeable bond offering, represent a combined offering by ADNOC of approximately 10 percent of the registered share capital of ADNOC Distribution. The blended price of the Combined Offering of AED4.82 is approximately 5 percent above the three-month volume-weighted average share price of ADNOC Distribution.
The exchangeable bond offering will have a maturity of three years and will be issued at an issue price of 100 percent with a coupon of 0.70 percent per annum, payable semi-annually as arrears in June and December each year. The exchange premium will be 15 percent above the reference price of ADNOC Distribution shares, resulting in an exchange price of AED5.01.
The sale supports ADNOC’s commitment to increase the free float in ADNOC Distribution following the company’s Initial Public Offering in December 2017. Morgan Stanley Capital International announced on May 11 this year that ADNOC Distribution has been included as part of the MSCI Emerging Markets Index, effective May 27. The company will be one of only nine UAE publicly listed companies to be part of the index.
The final terms of the combined offering are expected to be announced following the completion of its bookbuilding process. Settlement of the share offering is expected to occur on or about May 31, and settlement of the exchangeable bond offering is expected to occur on or about June 4.
ADNOC has agreed to a lock-up period of 90 calendar days from the settlement date under the terms of both the Share Offering and Exchangeable Bond Offering. An application is expected to be made for admission of the exchangeable bonds for listing and trading on the Vienna MTF, an exchange-regulated market operated by the Vienna Stock Exchange.