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ADNOC Logistics & Services plc (the “Company” and together with the ADNOC Logistics & Services plc business taken as a whole, as the context requires, the “Group”, and “we” and “our” as used herein refer to the Group) is a global energy maritime logistics leader and the dedicated and vital logistics arm for ADNOC, the state-owned energy company of the Emirate of Abu Dhabi in the UAE.  

The Company provides market-leading, reliable and cost-competitive maritime and logistics solutions across ADNOC’s entire value chain through its three key business units:
  1. Integrated Logistics through which we believe we are one of the largest end-to-end, fully integrated energy logistics service providers for the energy sector and one of the largest owners and operators of self-propelled, self-elevating jack-up barges. In addition, we operate what we believe is one of the largest energy logistics bases in the GCC region in Mussafah and one of the largest single warehouses in the Middle East in KEZAD.
  2. Shipping through which we believe we own and operate one of the largest diversified shipping fleets in the GCC region of more than 500 modern and technologically advanced vessels, including 56 owned vessels, six VLGCs owned by AW Shipping Limited and vessels which are either contractually committed or contracted and under construction for scheduled delivery between 2023 and 2026. We provide market leading commercial shipping and ship management as well as chartering services for the transport of crude oil, refined products, dry bulk and gas (LPG and LNG).
  3. Marine Services which operates a fleet of 65 specialised vessels. Through this business unit, we provide a wide range of specialist services relating to marine terminals, all petroleum port operations in the Emirate of Abu Dhabi and oil spill and hazardous and noxious substances response operations. We are one of the largest oil spill and hazardous and noxious substances responders in the UAE.

Our growth strategy is as follows:
  1. Expand the scope of services provided to ADNOC Group:
    • ADNOC and the UAE have made significant investments in the energy sector and expect to continue to do so, with ADNOC announcing in late 2022 its USD 150 billion investment program for the five-year period 2023 to 2027 (inclusive).
    • As the logistics and maritime service provider of choice to the ADNOC Group companies, we expect ADNOC’s sizeable investment program to serve as a major growth catalyst for us, providing numerous opportunities to our business both directly and indirectly.
    • We are targeting a two-fold increase in ADNOC’s production volumes to be transported by us by 2030, while growing our share of ADNOC’s increased exports in the future.
    • Our strategy envisages maximising our share of ADNOC’s targeted logistics spend, hence increasing volumes, services and our owned fleet in order to deliver added operational efficiencies.
    • We intend to make additional investments targeted at supporting ADNOC’s exports of hydrogen derivatives and expanding our marine services solutions.
  2. We are focused on decarbonisation efforts and believe we are able to help drive the energy transition in the UAE.
    • Our aim is to contribute to achieving the UAE’s 2050 net-zero target in line with the International Maritime Organisation’s decarbonisation targets. We aim to lower the annual greenhouse gas emissions from international shipping by at least half by 2050 (compared with the 2008 levels) to reduce carbon intensity of international shipping, in particular to lower the carbon dioxide emissions per transport by at least 40% by 2030 while aiming towards 70% by 2050 compared to 2008.
    • We have invested or committed approximately USD 2 billion in environment-friendly, new-build vessels with scheduled delivery dates between 2023 and 2026. Furthermore, we have reduced the fuel consumption of our LNG fleet in 2015 by 40% compared to 2012 and, with the delivery of our new modern vessels, expect to further significantly reduce the fuel consumption in the medium term.
  3. Expand our relationships with, and scope of services provided to, our existing and new clients.

    4. We see significant potential in further leveraging and strengthening relationships with our existing clients and expanding the scope of our services to new clients.

    Shipping
    • As part of our growth strategy supported by our business plan and internal forecasting models, we intend to increase the scope of our international shipping services and our fleet size in the future to benefit from changing global trade patterns and forecasted growth of global oil and gas production, sulphur exports and global expansion of operations by our clients.

    Integrated Logistics Services Platform (ILSP) Model
    • In March 2023, we together with ADNOC Offshore, launched our Integrated Logistics Services Platform (ILSP) at our base in Mussafah. It is one of the largest turnkey offshore logistics offerings in the world designed to enable coordinated end-to-end management of energy logistics and maritime operations. We believe that our ILSP services will contribute significantly to the growth and margin expansion in our Integrated Logistics business unit in the future.

    Offshore logistics services for the engineering, procurement and construction (EPC) sector
    • We aim to capture new growth areas by partnering with and supporting EPC contractors with offshore services, in particular through our jack-up barges which are required across all stages from development to decommissioning of a field, including dredging and construction of artificial islands.
    • We are one of the largest owners and operators of self-propelled, self-elevating jack-up barges, a leading provider of offshore support vessels and subsea services in the GCC region, with operations across the UAE, KSA, Qatar and China. As a result, we believe that we are well positioned to add significant value to EPC contractors given our experience, existing infrastructure and asset base.
  4. Enlarge geographic footprint and operations
    • We intend to continue to pursue our growth strategy aimed at enlarging our geographic footprint and operations outside of the UAE opportunistically and in line with our growth strategy and targeted expansion plans while leveraging our relationship with the ADNOC Group companies.
    • In particular, we believe that the increasing offshore energy exploration in North Africa and the GCC region, including in Morocco, Egypt, Sudan, Jordan, Saudi Arabia and Qatar, and demand for jack-up barges and offshore marine and other services in those and other regions, including in China and the Far East, present potential opportunities for our geographic expansion in the future.
  5. Explore entering into new business verticals
    • We aim to actively explore entering into new business verticals, including services relating to decarbonisation, which we believe present further growth opportunities for our business.
    • We intend to pursue this growth strategy by focusing on various verticals, including: owning and operating green carriers, advising clients on decarbonisation, emissions abatement and other solutions and exploring further opportunities and investments in the hydrogen vessels, storage and distribution sectors.

We provide market-leading, reliable and cost-competitive maritime and logistics solutions through our three key business units:
  1. Integrated Logistics
    • We provide integrated logistics solutions for the energy sector and have a strategic presence in all ADNOC offshore and onshore sites, enabling fast response to client needs. Our operations are conducted through a vast integrated logistics network, including nine natural and artificial islands, more than 70 offshore locations, more than 50 jack-up rigs and supporting barges. We operate more than 330 jack-up rig and barge moves, more than 190 offshore vessels supporting integrated logistics, 4,500 logistics equipment items and more than 460,000 square meters of storage space (as of 31 December 2022).
  2. Shipping
    • We offer market-leading commercial and ship management and well as chartering services for the transport of crude oil, refined products, dry bulk and gas ensuring reliable supply of energy and bulk commodities to all our clients. Our fleet is diversified across dry bulk and container, tankers and gas shipping.
    • As at 31 March 2023, we owned and operated one of the largest diversified, modern and advanced shipping fleets in the GCC region of more than 500 modern and technologically advanced vessels, including 56 owned vessels, six VLGCs owned by AW Shipping Limited and vessels which are either committed or contracted and under construction for scheduled delivery between 2023 and 2026, of which 46 were on water.
    • As part of our growth strategy, we seek to grow the fleet of our owned vessels in the future. As at 31 December 2022, the average age of our owned fleet was approximately 11 years (excluding the new build ordered vessels, which will reduce the fleet’s average age).
    • Our Shipping business unit is comprised of three business lines which are also our separate reportable segments: (i) dry bulk shipping (which includes containers), (ii) tankers, and (iii) gas carriers.
  3. Marine Services
    • Our Marine Services business unit provides a comprehensive range of specialist marine terminal and port operations services covering the full range of petroleum ports operations, diving services and oil spill response.
    • We operate a marine service fleet of 65 owned vessels (which includes two mini dive support vessels and two ASD tugs under construction), including providing for port operations including pilot boats, mooring boats, tug boats and oil spill and maintenance. As at 31 December 2022, our fleet (excluding two mini dive support vessels and two ASD tugs under construction) had an average age of nine years.

We are a global energy maritime logistics leader and the dedicated and vital logistics arm for the ADNOC Group providing critical and highly specialised services across ADNOC’s entire value chain. We provide market-leading, reliable and cost-competitive maritime and logistics solutions through several key business units.

We believe we benefit from several competitive strengths:

  • We are a mission-critical energy logistics service provider to ADNOC, Abu Dhabi and the UAE. We believe that we are a key enabler of the global flow and export of energy commodities, in particular the oil and gas production in the UAE which is managed by the ADNOC Group. Our offshore energy logistics services are vital to enabling offshore production of oil in the UAE while our marine services help to ensure uninterrupted operations of the petroleum ports in Abu Dhabi and safety of sea operations through oil spill response hazardous and noxious substances response operations.
  • We are a global, fully-integrated energy maritime logistics leader with a world class asset base, providing end-to-end services in the global energy maritime logistics industry through our three key business units: Integrated Logistics, Shipping and Marine Services.
  • We have highly visible cash flows, underpinned by Long-Term Agreements and ADNOC Group companies as anchor clients. A long-term contractual framework with our anchor client underpins our revenue and cash flows, and helps us achieve high returns with limited variability.
  • We have a highly experienced senior management team driving robust financial performance.
Before making any decision on whether to invest in the ADNOC Logistics and Services IPO, we encourage interested parties to read the relevant offering documents in full. More detailed information about the Company is available in the offering documents 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 offering documents.

1,405,714,765 shares are expected to be sold in the IPO by the Company’s shareholder, ADNOC, representing 19% of the total issued share capital of the Company. ADNOC reserves the right to amend the size of the offering at any time prior to the end of the subscription period in its sole discretion.

The Board has adopted a dividend policy for the Group which will look to maximise shareholder value and reflect its strong earnings potential and cash flow generation, while allowing it to retain sufficient capital to fund ongoing operating requirements and to invest in our long-term growth (including opportunistic capital expenditures and acquisitions).

Subject to the below, the Company intends to pay dividends twice each financial year, with an initial payment of the first-half results being paid in the fourth quarter of that year, and a second payment following second-half results being paid in the second quarter of the following calendar year. Subject to the below, the Company intends to pay a fixed dividend amount of USD 195 million for the second quarter and the second half of the year 2023 (equivalent to annualised dividends of USD 260 million relating to the performance for the year 2023), out of which USD 65 million for the second quarter of the year 2023 is expected to be paid in the fourth quarter of the year 2023 and the remaining USD 130 million for the second half of the year 2023 is expected to be paid in the second quarter of the year 2024. The Company intends to pay dividends in cash.

Thereafter, the Company expects to increase the 2023 annual dividend per share on a progressive basis by at least 5% annual growth over the medium term, while regularly reviewing the policy in light of value-accretive growth opportunities.

The Company’s ability to pay dividends is dependent on a number of factors, including:
  • the availability of distributable reserves, the Company’s capital expenditure plans, the Company’s financial framework and other cash requirements in support of achieving our strategy in future periods,
  • existing and future debt finance capacity, debt covenants, and other factors impacting continuing availability of credit and compliance with existing and anticipated financing terms,
  • market conditions, the then-current operating environment in our markets and the outlook for our business,
  • levels 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 the outlook for our business, and
  • approval of any dividend payment at a general meeting of our shareholders.

The offer period is expected to commence and the Offer Price Range to be announced on 16 May 2023 and close on 23 May 2023 for First Tranche (General Public) and Third Tranche (ADNOC Group Companies Employees and UAE National Retirees) subscribers and on 24 May 2023 for Second Tranche (Professional Investors) subscribers.

Subscribers in the First Tranche and Third Tranche should expect to be informed of allocations on 30 May 2023 by SMS from ADX. Investors in the Second Tranche should expect to be informed of their allocations on 25 May 2023. The Company is expected to complete its listing on ADX on or around 1 June 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 1,405,714,765 Shares split into three tranches:

First Tranche (1) : Open to eligible 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 177,563,970 Shares, are allocated to the First Tranche.

Second Tranche (2) : Open to eligible Professional Investors. All Subscribers in the Second Tranche must hold a NIN with ADX. 85% of the Offer Shares, amounting to up to 1,194,857,550 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 hold a NIN with ADX and have a bank account and do not participate in the First Tranche nor the Second 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”).

3% of the Offer Shares, representing 33,293,245 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
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