ADNOC to offer up to 222 million shares in ADNOC L&S by way of bookbuild offering

Abu Dhabi National Oil Company (ADNOC) PJSC (ADNOC), the current majority shareholder of 81% of the ordinary shares in ADNOC L&S (ADNOC L&S or the Company), announced today its intention to offer up to 222 million ordinary shares (the Shares), corresponding to approximately 3% of the issued and outstanding share capital of ADNOC L&S (the Offering), through a bookbuild offering to certain eligible institutional investors in reliance on Rule 144A and Regulation S of the U.S. Securities Act of 1933, as amended (the U.S. Securities Act).

The Offering is open only to Professional Investors (as defined by the UAE Securities and Commodities Authority (SCA)) in the United Arab Emirates (UAE) and institutional investors elsewhere and will not be available to the public in the UAE or any other jurisdiction.

The bookbuilding period for the Offering will commence immediately and is expected to close pre-market open on August 29, 2025, subject to acceleration. The final number of Shares to be placed and the offering price will be determined at the close of the bookbuilding process. The final terms of the Offering are expected to be announced following the completion of the bookbuilding process. Settlement of the Offering is expected to occur on or around September 3, 2025.

The Offering allows ADNOC to sell a further stake in ADNOC L&S to enhance liquidity and trading in ADNOC L&S’s ordinary shares and diversify the Company’s shareholder base. A higher free float is also expected to provide a path to inclusion in the MSCI Emerging Market Index, which may take place at the next quarterly review subject to ADNOC L&S meeting all the relevant inclusion criteria. If ADNOC L&S is included in the MSCI index, it is expected to contribute to the further diversification of the Company’s investor base and strengthen awareness of its differentiated proposition as a leader in global energy maritime logistics.

ADNOC L&S delivered record Q2 2025 results with revenue up 40% YoY and EBITDA growing 31% YoY, surpassing market expectations. Integrated Logistics delivered strong growth even in weaker markets demonstrating the value of the Company’s strategic diversification and resilient business model. In line with the strong momentum, the Company upgraded its full-year guidance demonstrating its confidence in delivering long-term value to shareholders.

Shares in ADNOC L&S held by ADNOC, the ultimate majority beneficiary, which are not sold in the Offering will be subject to a six-month share sale lock-up period from the settlement date, subject to customary carve-outs.

First Abu Dhabi Bank PJSC, J.P. Morgan Securities plc, International Securities LLC, BOCI Asia Limited, and China International Capital Corporation Hong Kong Securities Limited are acting as Joint Global Coordinators and Joint Bookrunners for the Offering.

 WAM