Dubai, UAE: A D N H Catering plc (“ADNH Catering”, together with its subsidiaries, the “Group”), a leading food and support services provider in the UAE incorporated in the Abu Dhabi Global Market (the “ADGM”), today announces the price range for the sale of its shares (the “Shares”, each a “Share”) (the “Offer Price Range”) and start of the subscription period for its initial public offering (the “IPO” or the “Offering”) on the Abu Dhabi Securities Exchange (the “ADX”).

KEY HIGHLIGHTS

  • The Offer Price Range has been set between AED 0.91 and AED 0.96 per Share, implying a market capitalisation at the time of listing of between AED 2.05 billion (c. $557 million) and AED 2.16 billion (c. $588 million).
  • Abu Dhabi National Hotels Company PJSC will make available in the Offering a part of its shareholding in ADNH Catering comprised of 900,000,000 Shares with a nominal value of AED 0.10 each, representing 40% of ADNH Catering’s total issued share capital (the “Offer Shares”).
  • All of the Offer Shares are existing shares held by Abu Dhabi National Hotels Company PJSC, a comprehensive semi-government hospitality group in Abu Dhabi, as the selling shareholder (the “Selling Shareholder” or “ADNH Group”), who reserves the right to amend the size of the Offering at any time prior to the end of the subscription period at its sole discretion, subject to applicable laws and the approval of the Securities & Commodities Authority (the “SCA”).
  • The subscription period will start today and is expected to close on Monday 14 October 2024 for the UAE Retail Offering and Eligible Employee Offering and on Tuesday 15 October 2024 for the Qualified Investor Offering.
  • The final offer price (“Final Offer Price”) will be determined through a book building process and is expected to be announced on Wednesday 16 October 2024.
  • Admission of the Shares to trading on ADX (the “Admission”) is expected to take place on Wednesday 23 October 2024.

Clive Cowley, Chief Executive Officer of ADNH Catering, said:

“We are excited to announce the start of the book building process for our IPO, a significant milestone for our company as our shareholder offers a 40% stake to local and international investors seeking to participate in the growth of a leading regional player. Our market-leading position in the UAE, coupled with strong and resilient financial performance, ideally positions us to deliver long-term value to shareholders while capitalising on new opportunities and building deeper relationships with our existing clients. With exposure to high-growth sectors such as healthcare and education, and an expanding geographic footprint in Abu Dhabi and Dubai, we also see significant potential in Saudi Arabia, especially in the Eastern Region, Jeddah, and Riyadh, where we are already making excellent progress on expanding our operations. We look forward to welcoming new shareholders to join in our journey."

DETAILS OF THE OFFER PRICE RANGE

The price range for the Offering has been set between AED 0.91 and AED 0.96 per share. The total Offering size is therefore expected to be between AED 819 million (c. $223 million) and AED 864 million (c. $235 million), implying a market capitalisation at the time of listing of between AED 2.05 billion (c. $557 million) and AED 2.16 billion (c. $588 million). The Final Offer Price is expected to be announced on Wednesday 16 October 2024.

All of the Offer Shares are existing shares held by the Selling Shareholder, who reserves the right to amend the size of the Offering at any time prior to the end of the subscription period at its sole discretion, subject to applicable laws and the approval of the SCA.    

PRICE STABILISATION

In connection with the Offering, the Company and the Selling Shareholder have appointed BHM Capital Financial Services PSC (the "Stabilisation Manager"), who may, to the extent permitted by applicable law, and for stabilisation purposes, effect stabilising transactions with a view to supporting the market price of the Shares, in each case at a higher level than that which might otherwise prevail in the open market and at a price at or below the Final Offer Price. The Stabilisation Manager will be appointed for a time period commencing on the date of trading of the Shares on ADX and ending no later than 30 calendar days thereafter (the "Stabilisation Period"). As part of the Offering, the Selling Shareholder will sell 90,000,000 Shares, representing 10% of the Offer Shares, and such Shares will be allocated to investors as part of the normal allocation process for the Offering.

SUBSCRIPTION PROCESS

As previously announced, the Offering is available to the following subscribers:

  • A public offering (the “UAE Retail Offering”) to natural persons and other investors who hold a national investor number with the ADX (as defined in the UAE Prospectus and referred to as “First Tranche” subscribers) and to ADNH Group Eligible Employees (as defined in the UAE Prospectus and referred to as “Third Tranche” subscribers; the “Eligible Employee Offering”); and
  • An offering to Professional Investors (“Professional Investors” as defined in the UAE Prospectus), and other investors in a number of countries, including in the UAE, outside the United States of America in reliance on Regulation S under the United States Securities Act of 1933 (as amended) and pursuant to the Exempt Offers (the “Qualified Investor Offering” and as referred to in the UAE Prospectus as “Second Tranche” subscribers).

The IPO subscription period starts today and runs until Monday 14 October 2024 for the UAE Retail Offering and Eligible Employee Offering and until Tuesday 15 October 2024 for the Qualified Investor Offering.

Up to 10% of the Offer Shares will be made available for allocation to existing shareholders of ADNH Group who apply in either the First Tranche or the Second Tranche only in priority to other applicants.

The completion of the Offering and Admission is currently expected to take place on or around Wednesday 23 October 2024, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval of admission to listing and trading on the ADX.

Pursuant to an underwriting agreement to be entered into between the Company, the Selling Shareholder and the Joint Global Coordinators prior to the date of Admission (the “Underwriting Agreement”), the Shares held by the Selling Shareholder following Admission shall be subject to a lock-up period, which ends 180 days after the date of Admission.

The details of the Offering are included in an Arabic-language prospectus (the “UAE Prospectus”) and public subscription announcement (the “Public Announcement”) with respect to the UAE Retail Offering, and in an English-language international offering memorandum (the “International Offering Memorandum”) with respect to the Qualified Investor Offering. The UAE Prospectus and the Public Announcement were published on 30 September 2024, and the International Offering Memorandum was published on 7 October 2024. The UAE Prospectus and the International Offering Memorandum are available at the following link: https://ipo.adnhc.me.

Citigroup Global Markets Limited and First Abu Dhabi Bank PJSC have been appointed as Joint Global Coordinators and Joint Bookrunners. Emirates NBD Capital PSC and Abu Dhabi Commercial Bank PJSC have been appointed as Joint Bookrunners.

First Abu Dhabi Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC, Emirates NBD Bank PJSC and Emirates Islamic Bank PJSC have been appointed as Receiving Banks.

The Internal Shariah Supervision Committee of First Abu Dhabi Bank PJSC has issued a pronouncement confirming that, in their view, the Offering is compliant with Shariah principles. Investors should undertake their own due diligence to ensure that the Offering is Shariah compliant for their own purposes.

ABOUT ADNH CATERING

ADNH Catering has a strong heritage in the UAE, built on over 45 years of experience in the food and support services industry. The Group offers a comprehensive range of services, including food preparation and service, as well as support services including general (non-technical) cleaning, housekeeping, pest control, and procurement services. With a significant market presence in the UAE and operations extending to Saudi Arabia, ADNH Catering has earned a reputation for excellence.

Recent awards received by ADNH Catering include the 'Best Company to Work For – Large' and 'Best Retention & Recruitment Strategy' awards at the UAE Employee Happiness Awards 2022/23. In 2024, ADNH Catering became fully owned by ADNH and further expanded its portfolio with major contracts in hospitality and healthcare.

ABOUT ABU DHABI NATIONAL HOTELS

ADNH was founded in 1976 as a hotel owner and asset manager. Over the years, it has evolved into a comprehensive hospitality group, offering a wide range of services including hotels, restaurants, destination management, catering, and transportation.

Under its hotels division, ADNH not only owns but also operates, manages, and serves as a franchise manager for a broad portfolio of properties. Among its owned assets are some of the most prestigious and recognised hotels, including The Ritz-Carlton Abu Dhabi, Grand Canal; Park Hyatt Abu Dhabi Hotel and Villas; Sheraton Abu Dhabi Hotel & Resort; Le Meridien Abu Dhabi; Radisson Blu Hotel & Resort Al Ain; Radisson Blu Hotel & Resort Abu Dhabi, Corniche; Sofitel Dubai Jumeirah Beach; Kempinski The Boulevard Dubai; Kempinski Central Avenue Dubai; JW Marriott Hotel Marina; Hotel Boulevard, Autograph Collection; and The Heritage Hotel, Autograph Collection.

In addition, ADNH has developed a robust operator division, managing a portfolio of hotels and hotel apartments in prime city locations, including the Radisson Blu Hotel Ajman. Beyond hospitality, ADNH’s diverse portfolio extends to other sectors, encompassing ADNH Catering, franchised Em Sherif restaurants, High Spirits, Al Ghazal Transport, Sunshine Travel & Tours, the National Facility Management Company by ADNH, M Five Services, and Abu Dhabi National General Security Guard Co. L.L.C.

INVESTOR ENQUIRIES
ADNH Catering
Usman Saeed, Head of Investor Relations
usman.saeed@adnhc.ae

MEDIA ENQUIRIES
Teneo (Financial Communications Adviser)
Andy Parnis, Managing Director
ADNHC@teneo.com

Farah Mouallem, Vice President
ADNHC@teneo.com

LISTING ADVISER
First Abu Dhabi Bank PJSC

JOINT GLOBAL COORDINATORS
Citigroup Global Markets Limited
First Abu Dhabi Bank PJSC

JOINT BOOKRUNNERS
Citigroup Global Markets Limited
First Abu Dhabi Bank PJSC
Emirates NBD Capital PSC
Abu Dhabi Commercial Bank PJSC

LEAD RECEIVING BANK
First Abu Dhabi Bank PJSC

RECEIVING BANKS
Abu Dhabi Commercial Bank PJSC
Abu Dhabi Islamic Bank PJSC
Emirates NBD Bank PJSC
Emirates Islamic Bank PJSC