OCI, ADNOC and Fertiglobe Announce Price Range and Cornerstone Investment Agreements for Initial Public Offering of Fertiglobe
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”) published by Fertiglobe plc 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 and is in compliance with the laws and regulations of such jurisdictions.
- The price range has been set between AED 2.45 to AED 2.65 per Share, implying an equity value of $5.5 billion to $6 billion
- Inclusive Capital Partners, Abu Dhabi Pension Fund and GIC to become cornerstone investors in the IPO with a combined investment of c. $231 million
- Intention to appoint Mr. Jeffrey Ubben to Fertiglobe Board of Directors post-listing
- Considering the strong market environment, Fertiglobe increases dividend guidance from at least $150 million to at least $200 million for H2 2021 payable in April 2022, and from at least $315 million to at least $400 million for FY 2022
OCI N.V. (Euronext: OCI), Abu Dhabi National Oil Company (“ADNOC”) and Fertiglobe plc (“Fertiglobe” or the “Company”) today announced the offer price range and the opening of the subscription period for the initial public offering (“IPO” or the “Offering”) of Fertiglobe on the Abu Dhabi Securities Exchange (“ADX”).
The price range for the Offering has been set at AED 2.45 to AED 2.65 per share, implying an equity value of $5.5 billion to $6 billion. The final offer price is expected to be announced on 20 October 2021, and admission of the shares to trading on the ADX (the “Admission”) is expected on 27 October 2021.
OCI and ADNOC (together the “Selling Shareholders”) expect to sell 1,145,582,011 Shares representing 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 the end of the subscription period, subject to applicable laws and the approval of the SCA. Assuming all the Shares offered are sold, the size of the Offering will be approximately $765 million to $827 million.
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.
In addition, Fertiglobe announces its intention to appoint Mr. Jeffrey Ubben as an independent member of the Board of Directors; and that the Company has entered into cornerstone investment agreements with (i) a fund managed by Inclusive Capital Partners, L.P. (“In-Cap”), (ii) Abu Dhabi Pension Fund, and (iii) GIC Private Limited, Singapore’s Sovereign Wealth Fund.
Fertiglobe’s IPO provides investors with an attractive opportunity for exposure to the world’s largest seaborne exporter of urea and ammonia combined, with significant non-GDP growth levers, and with the potential for attractive future dividends underpinned by an attractive financial profile with low maintenance capex requirements and strong cash generation. The Company’s production capacity is supported by a young asset base and extensive global storage and distribution infrastructure, with direct access to key ports on the Mediterranean Sea, Red Sea and Arabian Gulf. As an early mover in clean ammonia, Fertiglobe is well positioned to capitalize on the global transition to a hydrogen economy, with ammonia having emerged as one of the most promising products to enable the energy transition.
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: “Since announcing our intention to float we have seen strong interest in the IPO, and we are delighted now to be offering individual and institutional investors the opportunity to participate in this exciting growth story. This IPO represents a milestone moment for ADNOC and Fertiglobe, as well as for the growing depth and development of the UAE’s equity capital markets, in line with the guidance of our nation’s leadership and the UAE ‘Principles of the 50’. Fertiglobe is ideally positioned to play a leading role in a critical global industry, while accessing new opportunities in the rapidly emerging hydrogen economy. As partners, ADNOC and OCI share a vision for sustainable growth and value creation and will remain as long-term and committed shareholders in Fertiglobe.”
Mr. Nassef Sawiris, Executive Chairman of OCI NV and Vice Chairman of Fertiglobe said: “We are proud what we have accomplished since we commenced our strategic Abu Dhabi-based partnership with ADNOC two years ago. We have established a strong track record since Fertiglobe’s creation, and our forthcoming IPO in Abu Dhabi will be a major achievement. Today’s announcement marks another milestone towards unlocking the full potential of Fertiglobe, as we look forward to building further on this successful venture, and we are excited to invite investors to share in our journey. Our complementary partnership with ADNOC has grown from strength to strength, and Fertiglobe’s listing on the ADX, a pre-eminent financial hub in the region, will bolster visibility in the global markets.”
Mr. Ahmed El-Hoshy, OCI NV CEO and Fertiglobe CEO commented: “I am pleased that Jeff has agreed to join our Board of Directors. As a well-known investor focused on the combination of shareholder value and ESG, Jeff’s thought leadership is a welcome addition to our Board as we embark on a new growth path, capitalizing on opportunities and the energy transition ahead. Sustainability is our top priority and in line with our commitment to ESG principles, with environmental, social and governance matters fully integrated into our strategic objectives, we aim to play a key role in enabling the emerging hydrogen economy. We look forward to investing in unique value creating growth opportunities driven by this strategy and returning profits to shareholders through attractive future dividends.”
Mr. Jeff Ubben, Founder and Managing Partner of Inclusive Capital Partners and future Fertiglobe independent Board Member said: “Inclusive Capital Partners is focused on driving long-term value through active partnerships, and we are excited about Fertiglobe. The Company combines the strong fundamentals of nitrogen fertilizers as a way to increase crop yields with the long-term opportunity presented by hydrogen and ammonia in a low-carbon economy. We believe that Fertiglobe is well-positioned to leverage its know-how, experience and unique ammonia network to support future decarbonization efforts of vital industrial and agricultural sectors.”
On 12 October 2021, subsidiaries of OCI NV and Abu Dhabi National Oil Company, and the Company entered into cornerstone investment agreements pursuant to which the following cornerstone investors committed to purchase shares in the Qualified Investor Offering at the final offer price and subject to a three-month lock-up arrangement following Admission, with aggregate commitments amounting to c. $231million (c. AED 847 million):
- A fund managed by Inclusive Capital Partners, L.P., an SEC-registered Investment Adviser based in San Francisco, California, USA. In-Cap was formed in 2020, and seeks long-term shareholder value through active partnerships with companies whose core businesses contribute to the health of the planet and its inhabitants;
- The Abu Dhabi Pension Fund is an important Abu Dhabi Government entity. The Fund was founded in 2000 to manage contributions, pensions and end-of-service benefits for UAE nationals working in or retired from the government and private sectors in the Emirate of Abu Dhabi and their beneficiaries; and
- GIC Private Limited (“GIC”) is a global investment management company established in 1981 to manage Singapore’s foreign reserves. GIC invests internationally in equities, fixed income, foreign exchange, commodities, money markets, alternative investments, real estate and private equity. With its current portfolio size of more than $100 billion, GIC is amongst the world’s largest fund management companies.
Following Admission, the Board intends to appoint Mr. Jeffrey Ubben as new independent Director.
Mr. Jeffrey Ubben is a Founder, Managing Partner, and the Portfolio Manager of Inclusive Capital Partners. Previously, Mr. Ubben founded ValueAct Capital. Mr. Ubben is also a Founder and served as Portfolio Manager of the ValueAct Spring Fund. Mr. Ubben is a non-executive director of The Exxon Mobil Corporation, AppHarvest, Enviva Partners, LP, and Nikola Corporation. He is a former director of The AES Corporation, former chairman and director of Martha Stewart Living Omnimedia, Inc., and a former director of Sara Lee Corp., Twenty-First Century Fox Inc., Willis Towers Watson plc, and several other public and private companies. In addition, Mr. Ubben serves on the boards of Duke University, the World Wildlife Fund and the E.O. Wilson Biodiversity Foundation.
Fertiglobe’s dividend policy
The Board of Directors has adopted a robust dividend policy designed to return to shareholders substantially all of the Company’s 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. Any dividends will be paid in cash.
Considering the strong trading environment for ammonia and urea, Fertiglobe has decided to increase guidance for dividend payments:
- Fertiglobe expects to distribute a dividend of at least $200 million (increased from the previous guidance of at least $150 million) to be paid in April 2022 for the second half of the year ended 31 December 2021; and
- The final amount of the dividend for the financial year ended 31 December 2022 will depend on the trading environment. Based on the current market outlook, Fertiglobe expects to distribute a dividend of at least $400 million (increased from the previous guidance of at least $315 million), with 50% of that dividend paid in October 2022 and 50% of that dividend paid in April 2023.
The guidance provided above is based on the Company’s current business plan and targets. However, the payment of dividends is subject to a number of factors as set out in the UAE Prospectus and the International Offering Memorandum and there is no assurance that any of the dividends described above or going forward will be paid or, if a dividend is paid, what the amount of such dividend will be (including for the three-month period ended 31 December 2021 and the year ended 31 December 2022).
The opening of the subscription period for the IPO commences today (Wednesday 13 October 2021) and will continue until Monday 18 October 2021 for the First Tranche (offering to individual and other investors in the UAE, or the “UAE Retail Offering”), and Tuesday 19 October 2021 for the Second Tranche (offering to qualified institutional and other investors in a number of countries, including in the UAE, or the “Qualified Investor Offering”).
- The price range has been set between AED 2.45 to AED 2.65 per Share, implying an equity value of $5.5 billion to $6 billion
- The final offer price is expected to be announced on Wednesday 20 October 2021
- Admission of the shares to trading on the ADX is expected on 27 October 2021
- First listing of a free zone company onshore in the UAE
- All shares to be offered shall represent the sale of existing shares held indirectly by OCI and ADNOC
Details of the Offering are 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 documents are available on the Company’s website.
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 and 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 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.
Please visit www.fertiglobe.com/our-ipo for further information.