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Allen & Overy advises the bank syndicate on ADNOC’s successful raise of USD 1.64 billion through innovative share sale and exchangeable bond structure

Allen & Overy has advised the global coordinators and bookrunners in connection with the simultaneous (i) offering by Abu Dhabi National Oil Company (“ADNOC”) of approximately 375 million shares in ADNOC Distribution PJSC through an accelerated equity offering process (the “Share Offering”), representing approximately 3% of the registered share capital of ADNOC Distribution and (ii) issuance by ADNOC of approximately USD 1.195 billion of senior unsecured bonds due 2024 that are exchangeable into existing shares of ADNOC Distribution constituting approximately 7% of the registered share capital of ADNOC Distribution under certain conditions (the “Exchangeable Bond Offering”).

In total, the combined offering resulted in proceeds of USD 1.64 billion for ADNOC. Significant demand came from regional and international investors, reinforcing the attractiveness of ADNOC Distribution and bringing new foreign direct investment into the UAE. 

The deal structure has the potential to increase the free float of ADNOC Distribution to 30% assuming the exchangeable bonds are exchanged and settled in shares, in line with commitments made by ADNOC at the time of ADNOC Distribution's IPO in December 2017 (on which Allen & Overy advised the Joint Global Coordinators).

Citigroup Global Markets Limited and First Abu Dhabi Bank PJSC acted as the Joint Global Coordinators and Joint Bookrunners for the Share Offering. Citigroup Global Markets Limited acted as the Global Coordinator and Bookrunner, with Abu Dhabi Commercial Bank PJSC and First Abu Dhabi Bank PJSC acting as Co-Bookrunners, for the Exchangeable Bond Offering.

The cross border Allen & Overy team was led by Middle East and Turkey regional managing partner Khalid Garousha, with support from London based ICM partners Jamie Durham and Jeff Hendrickson and ICM associate Maggie Casteel

Shearman & Sterling advised ADNOC.

Khalid Garousha commented: “It was a privilege to have been given the opportunity to advise the banks, and support ADNOC, on such an innovative and pioneering deal - the first of its kind in the GCC. The success of the combined offering once again highlights the attractive investment opportunities and environment provided by ADNOC and, more broadly, Abu Dhabi and the UAE. The transaction represents the first ever accelerated equity offering of Abu Dhabi Securities Exchange listed stock and I’m sure will pave the way for many more international style AEOs and ABBs on the ADX and Dubai Financial Market in the very near future. Allen & Overy looks forward to playing its part in making those types of transactions commonplace in the UAE markets.”