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ADNOC Gas plc (“ADNOC Gas” or the “Company” and together with the ADNOC Gas Business taken as a whole, as the context requires, the “Group”, and “we” and “our” as used herein refer to the Group) is a world-class, large-scale and integrated gas processing company. We believe we are a progressive energy company with a determined focus on sustainability across our business. We operate across the gas value chain, from receipt of raw gas feedstock from ADNOC through its large, long-life operations for gas processing and fractionation to the sale of products to customers. We manage and operate a vast network of pipelines, spanning approximately 3,260km in length (of which we own approximately 2,640 km). Our operations comprise key infrastructure assets currently supplying over 60% of the UAE’s sales gas needs and we market our products (ourselves or through the ADNOC group) to end-customers in over 20 countries.

We purchase our rich feedstock from ADNOC (which benefits from among the lowest emission intensity reserves globally) through a 25-year Gas Supply and Payment Agreement ("GSPA"), providing it with reliable access to production from ADNOC’s upstream gas operations in Abu Dhabi, which is estimated to hold 95% of the UAE's natural gas reserves.

We produce an attractive product mix, including methane (also referred to as sales gas), ethane, propane and butane (propane and butane together, "liquid petroleum gases" or "LPG"), paraffinic naphtha (together with ethane and LPG, "natural gas liquids" or "NGLs"), condensate and sulphur. In addition, through our liquefaction operations, we produce liquefied natural gas ("LNG").

Our industrial gases business, which represents a smaller part of our operations, produces vital industrial gases such as gaseous and liquid nitrogen, liquid oxygen and a mix of krypton and xenon, and is expected to play a critical role in growing the UAE's industrial sector and achieving its low carbon hydrogen economy ambitions through our contribution to the production of low carbon ammonia.

Our domestic gas processing products (sales gas and ethane) are mostly transported through our managed pipeline network, while our international gas processing products are mostly sold to ADNOC Global Trading ("AGT") to be marketed globally, and our LNG is marketed globally through Abu Dhabi Gas Liquefaction Company Limited ("ALNG") which is part of the Group.

Our growth strategy is as follows:
  1. Position the Group to benefit from ADNOC’s plans to accelerate monetisation of Abu Dhabi’s hydrocarbon resources while advancing the UAE’s objectives of becoming a gas net-exporter and of gas self-sufficiency.
    • We are focused on increasing our production capacity to maximize output in order to benefit from the ADNOC Group’s 2030 integrated strategy, which includes increasing capacity of oil, gas and low carbon/renewable energy production as part of its accelerated growth strategy.
  2. Continue our efforts to be at the forefront of the energy transition by implementing our ESG targets which are aligned with ADNOC's sustainability strategy and goals.
    • Through a decarbonisation roadmap, we are aiming to support ADNOC in fulfilling our target of 25% reduction in GHG emissions intensity by 2030 (as compared to the 2019 baseline) and help drive towards ADNOC’s net zero emission (in operations) ambition by 2050.
    • We believe our abatement plan has the potential to reduce our projected GHG emissions by over 40% by 2030 (compared to the projected 2030 unabated profile) and a 20% reduction vs 2022 unabated profile even after accounting for the growth in our business. A large portion of this potential GHG reduction is expected to be achieved by way of carbon capture through the deployment of technologies that aim to leverage the UAE's natural geological advantage.
  3. Enhance the value of our products to further enable ADNOC’s petrochemicals business and optimise our gas processing product mix, increasing the share of higher margin products, while extending market reach domestically and in export markets.
    • Our growth strategy relies on upgrading and debottlenecking gas processing capacity and enhancing the growth of liquids recovery and liquefaction capacity, which we believe will result in an increase in the share of high-margin products output.

The assets used by ADNOC Gas Business to produce our products are split between gas processing operations and LNG operations, which are owned by the Company or the Joint Ventures and operated by those Joint Ventures.

The gas processing plants (excluding the Ruwais fractionation and sulphur granulation plants) which are among the largest integrated gas processing plants in the world, have access to over 10 bscfd of gas processing capacity (of which 9 bscfd is processed directly by the Group and 1 bscfd is processed by ASG before being sold to us as integrated gas) and liquid processing capacity of 29 mtpa (excluding the Ruwais Sulphur Granulation Plant).

ALNG has liquids processing capacity of approximately 8 mtpa, of which comprise 6 mtpa of LNG liquefaction and 2 mtpa of non-LNG liquids processing, including LPG and paraffinic naphtha.

ADNOC Gas is a world-class, large-scale integrated gas processing company. The Group operates across the gas value chain, from receipt of raw gas feedstock from ADNOC through large, long-life, operations for gas processing and fractionation to the sale of its products to domestic and international customers. We believe we are a progressive energy company with a determined focus on sustainability across our business and we are seeking to be a leader in our field.

We believe we benefit from several competitive strengths that position us as an attractive investment opportunity including:

  • We are a world-class integrated gas processing company that is vital to ADNOC and to the Abu Dhabi and UAE energy ecosystems. We are integral to the UAE’s gas and energy ambitions of self-sufficiency and becoming a net gas exporter. Our operations comprise key infrastructure assets that constitute a vital part of the Abu Dhabi and the UAE energy ecosystems, currently supplying more than 60% of the UAE's sales gas needs. Through a 25-year Gas Supply and Payment Agreement ("GSPA"), we have access to the production from ADNOC's upstream gas operations in Abu Dhabi, which is estimated to hold more than 95% of the UAE's natural gas reserves.
  • With ESG at the core of our operations, and in line with ADNOC's vision, we are focused on decarbonisation efforts and believe we are able to help drive the energy transition in the UAE. Through our decarbonisation roadmap, we aim to support ADNOC in fulfilling its 25% reduction target in the greenhouse gas emissions intensity by 2030 (as compared to our 2019 baseline) and drive towards ADNOC's ambition of net zero operations emissions by 2050.
  • Our exceptional asset base delivers optimised yields and volumes, capacity utilisation, availability and reliability.
  • Our differentiated platform benefits from a combination of favourable cost structure with rich, largely contracted molecules that mix attractive margins with dependable demand.
  • We expect to benefit from projected robust, long-term demand globally through our tangible growth opportunities. As the lowest emission hydrocarbon, demand for gas is expected to continue to grow as the world looks to decarbonise its energy systems in the coming years. ADNOC Gas is advantageously located in a strategically situated corridor with easy access to the largest and growing markets which offers optionality to ship products both to Asia and Europe with sales in the spot market enabling selection of an optimal supply destination.
  • We have a highly experienced management team with a long track record in our business backed by a highly supportive shareholder.
Before making any decision on whether to invest in the ADNOC Gas IPO, we encourage interested parties to read the Prospectus in full. More detailed information about the Company is available in the Prospectus here. Any investment decision or purchase of securities should only be made, and will be deemed to have been made, on the basis of the information contained in the Prospectus.

3,837,571,100 Shares are expected to be sold in the IPO by the Company’s shareholder, ADNOC, representing approximately 5% of the total issued share capital of the Company.

To the extent the Board determines to pay a dividend in respect of a given period, ADNOC Gas intends to distribute cash dividends twice each financial year, (each, a “reference year”), with an initial payment in the fourth quarter of the reference year in relation to the financial performance for the first six months of that reference year and a second payment in the second quarter of the financial year following the reference year in relation to financial performance of the last six months of the reference year, subject to the approval of Shareholders at a general meeting.

Subject to the below, and while there is no assurance that the Company will pay dividends or, if a dividend is paid, what the amount of such dividend will be, the Company is currently targeting to pay a fixed dividend amount of USD 1,625 million in the fourth quarter of 2023 in respect of the first half of the year ended 31 December 2023; and a further USD 1,625 million in the second quarter of 2024 in respect of the second half of the year ended 31 December 2023. Thereafter, we expect to grow the annual target dividend amount from USD 3,250 million (which is equal to the annualized dividend for the year ended 31 December 2023) by a growth rate of 5% per annum on a dividend per share basis over the period 2024-2027.

This progressive dividend policy is designed to reflect our expectation of strong cash flow and our expected long-term earning potential, while allowing us to retain sufficient flexibility to fund continued investment in long-term growth opportunities.

The Company's ability to pay dividends is dependent on a number of factors, including:
  • the availability of positive net income distributable reserves, the Company's capital expenditure plans, credit rating considerations and other cash requirements in support of our strategy in future periods;
  • market conditions, the then-current operating environment in our markets and the outlook for the Group's business;
  • level of expected future profits and our business plan (including our ability to perform in accordance with the expectations in our business plan);
  • the discretion of our Board, based on its outlook for our business; and
  • approval of any dividend payment at a general meeting of our shareholders

The offer period will commence and the Offer Price Range will be announced on 23 February 2023 and will close on 1 March 2023 for First Tranche and Third Tranche subscribers and on 2 March 2023 for Second Tranche.

Investors in the First Tranche and Third Tranche will be informed of allocations on 8 March 2023 by SMS from ADX. The Company is expected to complete its listing on ADX on or around 13 March 2023.

A NIN is an investor identification number that is issued by ADX through which all transactions on the exchange can be initiated included clearing, settlement and trading transaction. All subscribers to the IPO require an ADX NIN to apply for shares.

The offering comprises 3,837,571,100 shares split into three tranches:

First Tranche (1): Open to individual subscribers and other investors who do not qualify as Professional Investors. A NIN with ADX and bank account number is required for applying for shares. 12% of the Offer Shares, representing up to 460,508,532 Shares, are allocated to the First Tranche.

Second Tranche (2): Open to all Professional Investors. All Subscribers in the Second Tranche must hold a NIN with ADX. 84% of the Offer Shares, amounting to up to 3,223,559,724 Shares are allocated to the Second Tranche

Third Tranche (3): Open to natural persons (including Assessed Professional Investors (as described under the Second Tranche)), who have a bank account and do not participate in the First Tranche and who are:

  • Relevant individuals employed by any of the ADNOC Group Companies residing in the UAE (“ADNOC Group Companies Employees”); or
  • Retired employees of the ADNOC Group Companies who are UAE nationals and residing in the UAE (“UAE National Retirees”)

4% of the Offer Shares, representing 153,502,844 Shares are allocated to the Third Tranche.

The Lead Receiving Bank is:

  • First Abu Dhabi Bank: +971 2 616 1800.

The other Receiving Banks are:

  • Abu Dhabi Islamic Bank: + 971 2 652 0878
  • Abu Dhabi Commercial Bank: +971 600 502 030
  • Al Maryah Community Bank: +971 600 571 111

It is critically important to us that everything we do as a business is carried out in a sustainable, socially conscious, and environmentally responsible manner. Our leadership showed a vested interest in promoting sustainable development and environmental protection as a building block of our operational excellence as early as the 1970s when Sheikh Zayed laid the foundations of environmental sustainability through a historical directive to cease unnecessary routine flaring.

Even in the face of the sheer scale and the complexity of our operations, we remain committed to the decarbonisation of our operations and to the UAE’s and ADNOC’s sustainability goals. Through our decarbonisation roadmap, ADNOC Gas is aiming to support ADNOC in fulfilling its 25% reduction target in greenhouse gas (GHG) emissions intensity by 2030 (as compared to our 2019 baseline) and drive towards ADNOC’s ambition of net zero operations emissions by 2050.

In 2021, we succeeded in reducing the absolute emissions in our business by almost 10% (as compared to the 2018 baseline) and have achieved a 69% hazardous waste recycling rate (by tonnage). We also believe that we have a well-defined abatement plan with the potential to reduce our emissions by about 20% by 2030 as compared to our 2022 emission profile, which represents a reduction of over 40% as compared to our 2030 unabated profile.

We are also passionate about ensuring the development of our people and fulfil their potential at ADNOC Gas through centres of excellence and training programs.

To advance our governance goals, we have adopted ADNOC Group's robust and well-developed policies and standards, which apply to us as well as those who represent the Group and all third parties and contractors with whom we do business.

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