NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA 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, 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 the potential 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”) which may be published by Fertiglobe plc in due course in connection with the admission of its ordinary shares to trading on the Abu Dhabi Securities Exchange (“ADX”). The International Offering Memorandum, if published, will be addressed only to certain qualified institutional investors located within certain jurisdictions and will be in compliance with the laws and regulations of such jurisdictions.
- Intention to float 13.8% of Fertiglobe, a strategic partnership between ADNOC and OCI created in 2019 and the world’s largest seaborne exporter of urea and ammonia combined, on the Abu Dhabi Securities Exchange
- Positions Fertiglobe and enhances its visibility as a pure play nitrogen company, with a unique position to capitalize on new demand for low-carbon ammonia as hydrogen carrier and clean fuel
- Leverages key strengths and global reach from both shareholders, including ADNOC’s carbon capture and global fuels leadership and OCI’s extensive global ammonia storage and distribution capabilities
- Fertiglobe has attractive dividend capacity supported by a robust capital structure and strong FCF generation across commodity cycles
- OCI intends to maintain >50% ownership of Fertiglobe and the business will remain an important part of OCI’s consolidated growth strategy, including low carbon ammonia, after the intended listing
OCI N.V. (Euronext: OCI), Abu Dhabi National Oil Company (ADNOC) and Fertiglobe plc (Fertiglobe) today announced their intention to proceed with an initial public offering (“IPO” or the “Offering”) of Fertiglobe and to list its shares for trading on the Abu Dhabi Securities Exchange (“ADX”). OCI and ADNOC (together the “Selling Shareholders”) intend to collectively offer 13.8% of Fertiglobe’s issued share capital in the Offering. OCI is expected to indirectly continue to own a majority of Fertiglobe’s share capital post-IPO, while ADNOC is expected to indirectly own at least 36.2% of Fertiglobe’s share capital post-IPO.
Ahmed El Hoshy, OCI NV CEO and Fertiglobe CEO said: “This is an exciting opportunity to introduce to the public markets a key player in the global nitrogen fertilizer and ammonia sector with an attractive growth story, and with the potential for attractive future dividends underpinned by a robust free cash flow profile throughout commodity cycles. We are well positioned to leverage a wide range of value creative opportunities. Not only does the IPO offer access to an increasingly critical global sector that ensures global food security, it is also supporting the global energy transition. Fertiglobe is an early mover in production of blue and green ammonia, which results in low or no carbon emissions and has a myriad of uses as hydrogen carrier and clean fuel, facilitating GHG reductions in industries that make up 80% of current global emissions. Ammonia is for instance emerging as clean alternative to heavy fuel oil used in the hard-to-decarbonize shipping sector, where Fertiglobe is particularly well-positioned given its locations on global trade routes.”
Commenting on the launch of the Fertiglobe IPO process, His Excellency Dr. Sultan Ahmed Al Jaber, UAE Minister of Industry and Advanced Technology and ADNOC Managing Director and Group CEO, and Fertiglobe Chairman said: “The launch of Fertiglobe’s IPO follows the very recent and highly successful listing of ADNOC Drilling on the Abu Dhabi Securities Exchange, exemplifying ADNOC’s pivotal role in driving the growth and diversification of the nation’s economy, supporting the further development of the UAE’s private sector and equity capital markets, and attracting foreign direct investment into Abu Dhabi and the UAE, fully aligned with the recently announced UAE ‘Principles of the 50’.
The Offering will be the first listing of a free zone company onshore in the UAE, and is open to all citizens and residents of the UAE as well as local and international institutional investors in a number of countries. Fertiglobe offers a unique investment opportunity to access an increasingly critical global sector, while also benefiting from emerging opportunities in the low-carbon ammonia value chain and the hydrogen economy. ADNOC, like OCI, will remain a long-term and committed major shareholder in Fertiglobe and will continue to partner with the Company on emerging opportunities, including the development of a new state-of-the-art blue ammonia project at TA’ZIZ in Ruwais, Abu Dhabi.”
Nassef Sawiris, Executive Chairman of OCI NV and Vice Chairman of Fertiglobe said: “We are pleased to be announcing Fertiglobe’s intention to float on the ADX, which marks another milestone in Fertiglobe’s growth journey since its creation in 2019. As this partnership with ADNOC develops, Fertiglobe continues to show the multitude of benefits we envisaged when we created it and Fertiglobe is increasingly becoming the ideal platform to capture the opportunities offered by the emerging yet rapidly growing hydrogen economy and generate strong cash flows. As a pure play nitrogen company and an early mover in clean ammonia, it enhances the visibility of Fertiglobe in the marketplace including its financial performance attributes that support a robust dividend capacity, commercial positioning, and unlocking of various strategic avenues of growth. Importantly, Fertiglobe continues to leverage key strengths from both ADNOC and OCI who have a shared vision of value creation and sustainable development.”
Offering highlights
- Intention to list on ADX.
- First listing of a free zone company onshore in the UAE.
- Offering size is expected to be 13.8% of Fertiglobe’s issued share capital, with the Selling Shareholders reserving the right to amend the size of the Offering at any time before pricing of the Offering, subject to applicable laws and the approval of the Securities and Commodities Authority (“SCA”) of the United Arab Emirates.
- All shares to be offered shall represent the sale of existing shares held indirectly by OCI and ADNOC.
- Admission of the shares to trading on the ADX (the “Admission”) is expected in late October 2021.
- The Offering will be made available to individual and other investors as part of the UAE retail offering as well as to qualified investors as part of the qualified investor offering.
- Citigroup Global Markets Limited, First Abu Dhabi Bank PJSC, HSBC Bank Middle East Limited and Morgan Stanley & Co. International plc have been appointed as Joint Global Coordinators. EFG-Hermes UAE Limited, Goldman Sachs International and International Securities L.L.C have been appointed as Joint Bookrunners. First Abu Dhabi Bank PJSC has been appointed as the Lead Receiving Bank. Al Maryah Community Bank LLC has been appointed as a Receiving Bank.
- The Internal Sharia Supervision Committees of First Abu Dhabi Bank PJSC and HSBC Bank Middle East Limited have issued (or are expected to issue) pronouncements confirming that, in their view, the Offering is compliant with Shariah principles. Investors may not rely on these pronouncements and should undertake their own due diligence to ensure that the Offering is Shariah compliant for their own purposes.
Details of the offering
The Selling Shareholders expect to sell 13.8% of the Company’s issued share capital, with the Selling Shareholders reserving the right to amend the size of the Offering at any time before pricing of the Offering, subject to applicable laws and the approval of the SCA. It is intended that the Offering will comprise of (i) a public offering to individual and other investors in the UAE (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 bookbuilding 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 the Selling Shareholders which, prior to the Offering, collectively hold 100% of the share capital of the Company. The net proceeds generated by the Offering will be received by the Selling Shareholders. The Offering is being conducted, among other reasons, to allow the Selling Shareholders to sell part of their shareholdings to more actively manage and optimize their portfolio of assets, while providing increased trading liquidity in the Company’s shares and raise the Company’s profile with the international investment community. OCI is expected to indirectly own a majority (at least 50% plus one share) of Fertiglobe’s share capital post-IPO, while ADNOC is expected to indirectly own at least 36.2% of Fertiglobe’s share capital post-IPO.
The completion of the Offering and Admission is currently expected to take place in late 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.
Please visit www.fertiglobe.com/our-ipo to access these and other documents.
Fertiglobe highlights
Headquartered in Abu Dhabi, Fertiglobe was formed in September 2019 as a strategic partnership between OCI (58%) and ADNOC (42%), creating the world’s largest seaborne exporter of urea and ammonia combined, the Middle East and North Africa (MENA) region’s largest producer by production capacity, and an early mover in clean ammonia.
Fertiglobe has a state-of-the-art, young and strategically located asset base, secure long-term competitive natural gas supply contracts and a position in the first quartile of lowest cost producers in the global ammonia and urea industry.
The Company’s portfolio of products comprises ammonia (which is used both as a building block for other fertilizer products and sold to industrial customers), urea for agricultural and industrial customers, and Diesel Exhaust Fluid (“DEF”), which is also known as AdBlue in Europe and marketed as AdGreen for industrial customers.
Additional potential future uses of ammonia are currently emerging as part of the nascent clean hydrogen economy, where blue and green ammonia could serve as an efficient energy carrier and as a clean fuel. Fertiglobe has already announced several clean ammonia projects including a partnership with ADNOC/ADQ in a world-scale 1mtpa blue ammonia project and is studying how to utilize the region’s abundant solar and wind resources to produce green ammonia in Egypt.
Fertiglobe’s capital structure and dividend policy
Fertiglobe’s board of directors has adopted a robust dividend policy designed to return to shareholders substantially all of its distributable free cash flow after providing for growth opportunities and while maintaining an investment grade credit profile. Fertiglobe intends to distribute cash dividends twice each financial year, with an initial payment in October of that year in relation to the financial performance for the first six months of that financial year and a second payment in April of the following year in relation to financial performance of the last six months of the financial year, subject to the approval of shareholders at a general meeting. Dividends will be paid in cash.
While there is no assurance that Fertiglobe will be able to do so and subject to a number of factors, Fertiglobe is targeting to pay a dividend of at least $150 million in April 2022 for the second half of the year ending 31 December 2021 and a dividend of at least $315 million relating to its financial performance for the year ending 31 December 2022, with 50% of that dividend paid in October 2022 and 50% of that dividend paid in April 2023.
In September 2021, OCI announced a capital structure reset for Fertiglobe, closing $1.1 billion in bridge financing at attractive rates, part of which will be used to refinance existing debt. In addition, a new 5-year $300 million revolving credit facility has been put in place. The new capital structure provides ample liquidity, giving flexibility to lower cash interest, and supporting future growth opportunities in clean ammonia and other decarbonization initiatives, in addition to paying sustained and attractive dividends through the cycle, while maintaining an investment grade profile.
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 Fertiglobe to proceed with the IPO or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. None of the Joint Global Coordinators, the 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.
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. Investors should not purchase any shares referred to in this announcement except on the basis of information in the International Offering Memorandum to be published by Fertiglobe in due course in connection with the proposed admission of the shares to listing and trading on the Abu Dhabi Securities Exchange. The IPO and the distribution of this announcement and other information in connection with the IPO 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 States, Australia, Canada, the United Arab Emirates or Japan, or in any jurisdiction to whom or 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 “Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of the United States, Australia, Canada or Japan. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. Any securities sold in the United States will be sold only to qualified institutional buyers (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A. There will be no public offer of the securities in the United States or any jurisdiction other than the UAE. Copies of this announcement are not being, and should not be, distributed in or sent into the United States, Australia, Canada, the United Arab Emirates or Japan.
In the European Economic Area (the “EEA”), this announcement and this Offering are only addressed to and directed at persons in member states of the EEA who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (“EU Qualified Investors”). In the United Kingdom, this announcement and this Offering are only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended), which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (“UK Qualified Investors”). This announcement must not be acted or relied on (i) in any member state of the EEA, by persons who are not EU Qualified Investors and (ii) in the United Kingdom, by persons who are not UK Qualified Investors. Any securities, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities, and any investment activity, to which this announcement relates (i) in any member state of the EEA is available only to, and may be engaged in only with, EU Qualified Investors; and (ii) in the United Kingdom is available only to, and may be engaged only with, UK Qualified Investors.
In the United Kingdom, this document is for distribution only to (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Order; (iii) persons outside of the United Kingdom or (iv) 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 (all such persons together being “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 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 (if published) will not form part of any prospectus which may be 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. This announcement has not been reviewed, verified, approved and/or licensed by the Central Bank of the UAE, the SCA and/or any other relevant licensing authority in the UAE including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, including the Financial Services Regulatory Authority, a 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.
Exempt offer statement (DIFC): This announcement relates to a potential Exempt Offer which may be made in the DIFC in accordance with the Dubai Financial Services Authority’s (“DFSA”) Rulebook. It is intended for distribution only to persons of a type specified in those rules. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this announcement nor taken steps to verify the information set out in it and has no responsibility for it. The securities to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers and subscribers of the securities referred to herein should conduct their own due diligence on the securities. If you do not understand the contents of this announcement, you should consult an authorised financial adviser.
This announcement is for distribution only to persons who (a) are outside the Dubai International Financial Centre, (b) are persons who meet the Professional Client criteria set out in Rule 2.3.4 of the DFSA Conduct of Business Module or (c) are persons to whom an invitation or inducement 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.
Exempt Offer Statement (ADGM): This announcement relates to a potential Exempt Offer which may be made in accordance with the Market Rules of the ADGM Financial Services Regulatory Authority. This announcement is intended for distribution only to persons of a type specified in the Market Rules. It must not be delivered to, or relied on by, any other person. The ADGM Financial Services Regulatory Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The ADGM Financial Services Regulatory Authority has not approved this announcement nor taken steps to verify the information set out in it, and has no responsibility for it. The securities to which this announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the securities referred to herein should conduct their own due diligence on the securities. If you do not understand the contents of this announcement you should consult an authorised financial advisor.
This announcement is for distribution only to persons who (a) are outside the Abu Dhabi Global Market, or (b) are Authorised Persons or Recognised Bodies (as such terms are defined in the 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 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.
Notice to Prospective Investors in the Kingdom of Saudi Arabia: This document may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations (the “Saudi Regulations”) issued by the Board of the Capital Market Page 8 of 10 Authority (the “Capital Market Authority”) pursuant to resolution number 3-123-2017, dated 27 December 2017G, based on the Capital Market Law issued by Royal Decree No. M/30 dated 2/6/1424H (as amended by Resolution of the Board of the Capital Market Authority number 1-7-2021 dated 14 January 2021G).
The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Prospective purchasers of the securities referred to herein should conduct their own due diligence on the accuracy of the information relating to the securities. If you do not understand the contents of this document, you should consult an authorised financial advisor
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) and/or any equivalent requirements elsewhere to the extent determined to be applicable) may otherwise have with respect thereto, the securities to which this announcement relates have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, “distributors” should note that: the price of the securities may decline and investors could lose all or part of their investment; the securities offer no guaranteed income and no capital protection; and an investment in the securities to be issued in the Offering is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offering. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the securities.
Each distributor is responsible for undertaking its own target market assessment in respect of the securities and determining appropriate distribution channels.
In connection with the withdrawal of the United Kingdom from the European Union, the Joint Global Coordinators and the Joint Bookrunners may, at their discretion, undertake their obligations in connection with the potential Offering by any of their affiliates based in the EEA
If you do not understand the contents of this announcement you should consult an authorized financial adviser.
None of OCI, ADNOC, Fertiglobe, the Joint Global Coordinators, the 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 Fertiglobe 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.
This announcement does not constitute a recommendation concerning the IPO. 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. Before purchasing any securities in Fertiglobe, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus and the International Offering Memorandum prepared for the IPO, when published. There is no guarantee that the IPO will take place and potential investors should not base their financial or investment decisions on the intentions of Fertiglobe or any other person in relation to the IPO at this stage. Potential investors should consult a professional adviser as to the suitability of the IPO for the person(s) concerned.
This announcement contains “forward looking” statements, beliefs
