ADES Holding Company Announces Its Intention to Float on The Saudi Exchange

ADES Holding Company (“ADES” or the “Company”) and together with its subsidiaries (the “Group”), a leading oil and gas drilling and production services provider in the Middle East and North Africa region (the “MENA” region), today announces its intention to proceed with an initial public offering (“IPO” or the “Offering”) and the listing of its shares (“Shares”) on the Saudi Exchange’s Main Market.

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 (the “Sale Shares”) by ADES Investments Holding Ltd., the Public Investment Fund (“PIF”) and Zamil Group Investment Ltd. (in proportion to their existing shareholding), together referred to as (the “Selling Shareholders”), and the issuance of 237,103,128 new shares (the “New Shares”) (referred to with the Sale Shares as (the “Offer Shares” and each as an “Offer Share”) 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, totalling 30% of the issued share capital (after issuance of the New Shares and the Company’s capital increase).

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 Offering proceeds after deducting IPO-related expenses will be distributed to the Selling Shareholders pro rata based on their shareholding in the Sale Shares, with the remaining proceeds used to reduce part of the Group’s outstanding debt and finance the Group’s strategy to achieve its growth objectives.

The final pricing of the Offer Shares will be announced on Monday 13/03/1445H Corresponding to 18 September 2023G.

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.

Ayman Abbas, Chairman of ADES, commented: “Since inception, ADES has grown from a local driller operating predominantly in North Africa to one of the largest drilling operators in the MENA region with a fleet of 85 rigs and operations spanning seven countries, including India where three rigs will be operating in 2023. We are now present in the most attractive drilling markets globally and partner of choice for the largest and most reliable energy suppliers around the world. Our IPO will support us in continuing to deliver growth and cement our position as the leader in the jackup drilling market in Saudi Arabia and globally.”

Mohamed Farouk, CEO of ADES, commented: “ADES’ IPO on the Saudi Exchange marks an important milestone for the Company and is a key step in realising our ambitious growth strategy. Our extensive track record of operational excellence and successful growth, underpinned by our high-quality client relationships, resilient business model and solid backlog, means we are well positioned to deliver strong returns to shareholders. Our IPO offers international and retail investors a highly compelling opportunity to invest in a leading global drilling operator with a growing international footprint.”