ADES Holding Company, together with its subsidiaries (the “Group”), a prominent oil and gas drilling and production services provider in the MENA announces today its intention to proceed with an initial public offering (IPO) and the listing of its shares on the Saudi Exchange’s Main Market. The company has a fleet of 85 rigs and operations spanning seven countries in the region, including India where three rigs will be operating in 2023.
On 21 June 2023, the Capital Market Authority (“CMA”) approved the Company’s application for registering its share capital and Offering 338,718,754 ordinary shares of the Company’s total capital by way of sale of 101,615,626 existing shares by ADES Investments Holding Ltd., the Public Investment Fund (“PIF”) and Zamil Group Investment Ltd. and the issuance of 237,103,128 new shares for public offering through a capital increase.
The Sale Shares represent 9% and the New Shares represent 21% of the Company’s issued share capital upon completion of the Offering, totaling 30% of the issued share capital.
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The Company will also issue 33,871,875 new shares to be allocated to the employees of the Company and its Subsidiaries, which shall be maintained as treasury shares until they are transferred to the employees in accordance with the provisions of the long-term incentive scheme.
The final pricing of the Offer Shares will be announced on September 18, 2023.
Offering overview
- The IPO of ADES comprises an offer of 338,718,754 ordinary shares, representing 30% of the Company’s issued share capital (after the increase) through the sale of a mix of existing shares and newly issued shares.
- The Offer Shares will be listed and traded on the Saudi Exchange’s Main Market following the completion of the IPO and listing formalities with the CMA and the Saudi Exchange.
- The Offer Shares will be offered for subscription to individual investors (“Individual Subscribers”) and institutional investors (“Participating Parties”), including Participating Parties outside the United States in “offshore transactions” in accordance with Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”).
- A maximum of 338,718,754 shares, representing 100% of total Offer Shares, to be initially allocated to Participating Parties
- The financial advisors (as defined below) may, in coordination with the Company, reduce the number of shares allocated to Participating Parties to 304,846,879 shares, representing 90% of total Offer Shares, to accommodate for Individual Subscriber demand.
- A maximum of 33,871,875 ordinary shares, representing 10% of the total Offer Shares, will be allocated to Individual Subscribers. Individual Subscribers must, at the time of subscription, have an active stock portfolio at a Capital Market Institution associated with the Receiving Agent being subscribed through, otherwise, subscriptions will be rendered void and the amounts paid will be refunded.
- The final Offering price will be determined at the end of the book-building process.
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