ADES Holding Company announces its IPO offer price range and commencement of the institutional book building

ADES Holding Company (“ADES” or the “Group” or the “Company), a leading oil and gas drilling and production services provider in the Middle East and North Africa region (the “MENA” region), today announces the price range for its initial public offering (“IPO” or the “Offering”), as well as commencement of the institutional book-building period for Participating Parties.

The price range for the Offering has been set between SAR 12.50 and SAR 13.50 per share (the “Price Range”). The institutional book-building period commences today, 10 September 2023, and will end on 14 September 2023.

On 21 June 2023, the Capital Market Authority (“CMA”) approved the Company’s application for registering its share capital and Offering of 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 final offer price of the Offer Shares will be determined at the end of the book-building period.

For more information about the IPO, please visit: https://ipo.adesgroup.com/

BACKGROUND TO THE OFFERING

• The CMA and Saudi Exchange approvals have been obtained for the Offering and listing as outlined below:
• The IPO of ADES comprises an offer of 338,718,754 ordinary shares, representing 30% of the Company’s issued share capital (post capital increase) through the sale of a mix of existing shares and newly issued shares.
• 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 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 Subscribers and Participating Parties, including Participating Parties outside the United States in “offshore transactions” in accordance with Regulation S under the Securities Act.
• A maximum of 338,718,754 shares, representing 100% of total Offer Shares, will be allocated to Participating Parties.
• The Financial Advisors 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.

• With respect to the Offering, the Company appointed EFG Hermes KSA (“Hermes”), Goldman Sachs Saudi Arabia (“Goldman Sachs”), J.P. Morgan Saudi Arabia (“P. Morgan”) and SNB Capital Company (“SNB Capital”) as its financial advisors (collectively referred to as the “Financial Advisors”) and global coordinators. In addition, the Company has appointed SNB Capital Company as Lead Manager (the “Lead Manager”) in relation to the Offering. The Company has also appointed Hermes, Goldman Sachs, J.P. Morgan, SNB Capital, GIB Capital, HSBC Saudi Arabia, Al Rajhi Capital and Saudi Fransi Capital as bookrunners and underwriters (the “Underwriters”) in relation to the Offering.
• Arab National Bank (“ANB”), Alrajhi Bank (“Alrajhi”), Riyad Bank and The Saudi National Bank (“SNB”) have been appointed as receiving entities (collectively, the “Receiving Entities”) for the Individual Subscribers’ tranche.
• Lazard Saudi Arabia (“Lazard”) has been appointed as Independent Advisor to the Company.

• The Offering will be restricted to the following groups of subscribers:

  • Tranche (A): Participating Parties: this tranche comprises the parties entitled to participate in the book-building process as specified in the Instructions for Book Building Process and Allocation Method in Initial Public Offerings issued by the board of the CMA, which includes investment funds, companies, Qualified Foreign Investors, GCC corporate investors and certain other foreign investors pursuant to swap arrangements (collectively the “Participating Parties” and each a ”Participating Party”). The number of the Offer Shares provisionally allocated to the Participating Parties is 338,718,754 Offer Shares, representing 100% of the total Offer Shares. Final allocation shall be after the end of the individual subscription period, and if there is sufficient demand from the Individual Subscribers (as defined below), the Joint Financial Advisors, in consultation with the Company, will have the right to reduce the number of Offer Shares allocated to Participating Parties to 304,846,879 Shares, representing 90% of the total Offer Shares.

• Tranche (B): Individual Subscribers: this tranche comprises Saudi Arabian natural persons, including any Saudi female divorcee or widow with minor children from a marriage to a non-Saudi individual who can subscribe for her own benefit or on behalf of her minor children on the condition that she proves that she is a divorcee or widow and the mother of her minor children, in addition to any non-Saudi natural person who is a resident in the Kingdom, or GCC nationals, who have a bank account and an active stock portfolio with one of the Capital Market Institution affiliated with the Receiving Agent through which the subscription is being made. The subscription will be considered invalid in the absence of an active share portfolio account with one of the Capital Market Institutions affiliated to the Receiving Agent through which the subscription is intended. (collectively, the “Individual Subscribers” and each a “Individual Subscriber”). A subscription for shares made by a person in the name of his divorcee will be deemed invalid and the law will be enforced against such an applicant if a transaction of this nature is proved to have occurred. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be considered. A maximum of 33,871,875 Shares, representing 10% of the total Offer Shares, will be allocated to Individual Subscribers. If Individual Subscribers do not subscribe for all the shares allocated to them, the Joint Financial Advisors may reduce the number of shares allotted to them in proportion to the number of shares for which they subscribed.

• Book-building and Subscription Procedures for Participating Parties:

  • Participating Parties registered in the Kingdom may obtain Bid Forms from the Bookrunner during the book-building period. Participating Parties not registered in the Kingdom may submit requests to participate in bidding via phone or email through the Bookrunners, without needing to complete or sign a Bid Form. Subscription Forms can be obtained from the Joint Financial Advisors after the provisional allocation. A signed Subscription Form must be submitted to one of the Bookrunners, which represents a legally binding agreement between the Selling Shareholder and the Participating Party submitting the application. For more details, please refer to the Offering prospectus.

• Subscription Procedures for Individual Subscribers:

  • Subscription Application Forms will be available during the Offering Period on the websites of the Receiving Agents offering this service. Subscribers can also subscribe through the internet, telephone banking or ATMs of any of the Receiving Agents that provide these services to its customers, provided that the following requirements are satisfied:

    1. The Individual Subscriber has a bank account at a Receiving Agent which offers such services.
    2. No changes have been made to the Subscriber’s personal information since their subscription in a recent offering.
    3. The Individual Subscriber must have an active portfolio account with one of the Capital Market Institutions affiliated to the Receiving Agent through which the subscription is intended.
  • In addition to the foregoing, all Individual Subscribers, whether they are Saudi or GCC nationals or others, must have an active stock portfolio at a Capital Market Institution affiliated with the Receiving Agent through which the subscription is being made.
  • All Individual Subscribers must comply with the above terms. Subscriptions in violation of the above-mentioned terms will be rendered void, including not having an active stock portfolio with one of the Capital Market Institutions affiliated with the Receiving Agent through which the subscription is being made. In such case, the subscription application will be rejected and the amounts paid in connection with the rejected application will be refunded.

EXPECTED OFFERING TIMELINE

Note: The above timetable and dates therein are indicative. Actual dates will be communicated through announcements appearing on the websites of the Saudi Exchange (www.saudiexchange.sa) and the websites of the Joint Financial Advisors.