11 Feb, 2023
Abraj Energy Services S.A.O.G. (under
A total of 377,398,000 shares, representing 49 per cent of Abraj's share capital, will be offered, with Musandam Gas Plant LLC ("MGP"), OOCEP Holdings Limited ("OOCEP HL") and OQ Exploration & Production LLC ("OQ EP") (together the “Selling Shareholders"), reserving the right to amend the size of the Offering (defined below) at any time prior to the end of the subscription period at their sole discretion, subject to applicable laws and the approval of the Capital Market Authority of the Sultanate of Oman (the "CMA")The Offering will be split into two categories, i.e. a Category I offer and a discounted Category II offer The Category I Subscription Price Range has been set at between Bzs 242 and Bzs 249 per share, implying a market capitalization of between OMR 186.39 mn to OMR 191.78 mn (c. US$ 484.13 mn and US$ 498.13 mn) The Category II Subscription Price is the Discounted Maximum Price of Bzs 224 per Share, calculated as the Maximum Price of Bzs 249 less a discount of 10 per cent.Minimum limit for subscription:Category I: 803,300 Shares and in multiples of 100 Shares thereafterCategory II: 1,000 Shares and in multiples of 100 Shares thereafter.Maximum limit for subscription: Category I (other than Anchor Investors): 37,739,800 Shares, representing 10 per cent. of the Offer size.Anchor Investors: 75,479,600 Shares, representing 20 per cent. of the Offer sizeCategory II Investors: 803,200 Shares· All investors will be allocated at the same Offer Price (notwithstanding the retail discount), which will be determined based on the Category I bookbuilding processSaudi Omani Investment Company (a wholly owned entity of the Public Investment Fund), Royal Court Affairs and Schlumberger Oman & Co LLC to be anchor investors in the IPO, with a total commitment of OMR 37,588,840 (40% of the Offer Size) Admission of the Shares to listing and trading on the MSX is expected on or about 14 March 2023, subject to receiving all required regulatory approvals Muscat, Oman, 9 February 2023: Abraj Energy Services SAOG (under transformation) (“Abraj" or the “Company") today announces the publication of the Prospectus and details of the subscription period and process for its initial public offering (the “IPO" or the “Offering") on the MSX. Details of the Offering are available in the Prospectus under the Key Documents section on https://abrajenergy.com/sites/IPO as well as at the branches of the collection agents detailed below. Saif Al Hamhami, CEO of Abraj, said: “As one of the leading providers of onshore oilfield drilling and well services in Oman, we are confident in our leading domestic position and strong regional growth opportunities. Since announcing our intention to float on the MSX, we are extremely pleased to have received strong interest from investors. Amid robust sector fundamentals, a favorable market and with our diverse service offerings, including drilling, workover and well services, we believe that Abraj presents an attractive proposition for investors." DETAILS OF THE OFFER PRICE RANGE AND SUBSCRIPTION PROCESS The Offering will be conducted in the manner approved by the CMA and will be offered in a parallel offering as follows. Category ICategory I Offer (large investors) represents a maximum of 85 per cent of the total Offering and will be made available to eligible large and institutional investors in Oman and eligible international institutional investors outside the United States.The Category I Subscription Price Range for the Offering has been set at between Bzs 242 and Bzs 249 per share. The total Offering size is expected to be between OMR 91.33 mn to OMR 93.97 mn (c.US$ 237.22 mn to US$ 244.08 mn), implying a market capitalization at listing of between OMR 186.39 mn and OMR 191.78 mn (c.US$ 484.13 mn and US$ 498.13 mn).The Category I Offer is expected to run from 20 February 2023 to 2 March 2023 Category II Category II Offer (small investors) represents a minimum of 15 per cent of the total Offering, and will be made to eligible retail investors in OmanThe Category II Subscription Price is the Discounted Maximum Price of Bzs 224 per share, calculated as the Maximum Price of Bzs 249 per share less a discount of 10 per cent.If there is excess demand in Category II, the allocation to Category II Investors may be increased up to a maximum of 35 per cent of the Offer size. If the aggregate demand in Category II is less than 15 per cent of the Offer size, then after full allocation to Category II Investors, the balance of the Shares will be made available to Category I Investors for allocation at the Offer Price, if there is oversubscription in Category I.Category II Offer is expected to run from 20 February 2023 to 1 March 2023 All Shares will be issued and allotted to investors at the same Offer Price, which will be determined based on the Category I bookbuilding process. The Offer Price will be decided by the Selling Shareholders in consultation with the Joint Global Coordinators and the CMA on the Pricing Date, expected to be on or around 6 March 2023. Any refunds due to Category II Investors will be calculated based on the difference between (i) the Discounted Maximum Price and (ii) the Offer Price less a discount of 10 per cent. DIVIDEND POLICY In 2023, the Company intends to pay a dividend of OMR 15.4 million for the year ended 31 December 2022, or Bzs 20 per share. In 2024, the Company intends to pay a dividend which is the higher of 85 per cent. of net profit for 2023 or a six per cent increase on the dividend paid in 2023. In 2025, the Company intends to pay a dividend which is the higher of 85 per cent of net profit for 2024 or a six per cent increase on the dividend paid in 2024. GENERAL INFORMATION ABOUT THE OFFERING 377,398,000 shares, equivalent to 49 per cent. of the total issued share capital of Abraj, are being made available via the Offering, with the Selling Shareholders reserving the right to amend the size of the Offering at any time prior to the end of the subscription period at their sole discretion, subject to applicable laws and the approval of the CMA. All the shares being sold by the Selling Shareholders are existing shares and the Company will not receive any proceeds from the sale of the shares in the Offering. Offer expenses will be paid by the Selling Shareholders. Following the Offering, and assuming that the Selling Shareholders sell all of the shares being offered in the Offering and that the size of the Offering is not amended, the Selling Shareholders will continue to hold a stake of 51 per cent of the Company's share capital post the Offering.The admission of the shares to listing and trading on the MSX ("Admission") is expected on or around 14 March 2023. The completion of the Offering and Admission is subject to market conditions and obtaining all necessary regulatory approvals. Ahli Bank S.A.O.G., EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC) and National Bank of Oman S.A.O.G. have been appointed as Joint Global Coordinators, and Ahli Bank S.A.O.G. and National Bank of Oman S.A.O.G. have been appointed as Issue Managers. ANCHOR INVESTORS On 7 February 2023, the Company entered into anchor investment agreements with the Saudi Omani Investment Company (a wholly owned entity of the Public Investment Fund), Royal Court Affairs and Schlumberger Oman & Co LLC (together, the “Anchor Investors"). In aggregate, the Anchor Investors have committed OMR 37,588,840 to the IPO, representing 40% of the offer size, with their shares subject to a 90 day lock-up arrangement, following Admission. ABOUT ABRAJ Abraj Energy Services S.A.O.G. (under transformation) is an indirectly wholly owned subsidiary of OQ S.A.O.C., Oman's leading integrated energy company. Established in 2006, the Company is the leading provider of onshore drilling and well services in Oman, as measured by number of contracted operating drilling rigs as at 30 June 2022. Through its two business segments, (i) Drilling and Workover Services and (ii) Well Services, the Company provides a wide range of complementary onshore oil and gas field services. The Company operates one of the youngest drilling fleets in the MENA region, and benefits from long-term contracts with leading national and international exploration and production companies. Abraj's vision is to be the market leading provider of oil and gas field services in Oman, as well as one of the leading providers of these services in the region.