Fertiglobe, a 58:42 partnership between OCI and ADNOC, today announced the offer price range and the opening of the subscription period for its initial public offering (IPO) on the Abu Dhabi Securities Exchange (ADX).
The opening of the subscription period for the IPO commences Wednesday, 13th October 2021, and will continue until Monday, 18th October 2021 for the First Tranche (offering to individual and other investors in the UAE, or the “UAE Retail Offering”), and Tuesday 19th 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 for the Offering has been set at AED2.45 to AED2.65 per share, implying an equity value of $5.5 billion to $6 billion. The final offer price is expected to be announced on Wednesday 20th October 2021. Admission of the shares to trading on the ADX is expected on Wednesday 27th October 2021.
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 sise 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 sise of the Offering will be approximately $765 million to $827 million.
In addition, Fertiglobe announced its intention to appoint Jeffrey Ubben as an independent member of the Board of Directors; and that the Company has entered into cornerstone investment agreements with: a fund managed by Inclusive Capital Partners L.P. (“In-Cap”); Abu Dhabi Pension Fund, and 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 capitalise on the global transition to a hydrogen economy, with ammonia having emerged as one of the most promising products to enable the energy transition.
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.”
Cornerstone Investors
On 12th 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. $231 million (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 sise of more than $100 billion, GIC is amongst the world’s largest fund management companies.
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 31st 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.
