• Overwhelming demand of c. OMR 4bn (c. USD 10bn) for OQGN shares from local, regional and international investors with books c. 14x covered (including anchors)
  • Exceptionally strong support from institutional investors, raising c. OMR 3.4bn (excluding anchors), resulting in oversubscription levels of c. 29x for the Category I offering
  • Over 155,000 individual subscribers participated in the subscription, generating more than OMR 480m for the Category II offering
  • The impressive results of the subscription process reflect the deep confidence of the global investor community in Oman's long-term vision for its capital markets and critical infrastructure
  • Final offer price for the Category I offering is set at Bzs 140 per share, which is the top of the price range. Final offer price for the Category II offering is set at Bzs 126 per share, which provides a 10% discount on the offer price of Bzs 140
  • The IPO of OQGN has raised over OMR 288m (c. USD 750m), representing a landmark milestone for OQ and the Muscat Stock Exchange (“MSX”)
  • OQGN is expected to commence trading on the MSX on 24 October 2023 under the symbol “OQGN”, with a market capitalisation at listing of OMR 606m (c. USD 1.6bn)

Muscat, Oman — OQ Gas Networks S.A.O.G. (under transformation) (“OQGN” or the “Company”) today announces that, following the successful completion of the bookbuilding and public subscription process for its initial public offering (“IPO” or the “Offering”), it has set the final offer price at Bzs 140 per share.

Having received overwhelming demand from investors, the final offer price was set at the top of the price range by OQ in its capacity as the selling shareholder. A total of c. 2.1bn ordinary shares, representing 49% of OQGN’s issued share capital, were offered, which will generate approximately OMR 288m (c. USD 750m) of gross proceeds for the selling shareholder upon settlement, making the OQGN IPO the largest ever IPO in Oman. This includes commitments from anchor investors amounting to approximately OMR 89m (c. USD 230m). Immediately following completion of the OQGN IPO, OQ will continue to own 51% of OQGN’s share capital.

The offering saw strong investor demand and oversubscription for both the Category I offering and Category II offering. Total demand for OQGN shares amounted to c. OMR 4bn (c. USD 10bn). Including anchor investors the book for the IPO was c. 14x oversubscribed.

OQGN shares are expected to commence trading on the MSX on 24 October 2023, under the symbol “OQGN” and ISIN “OM0000009072”. Upon listing the Company will have a market capitalisation of OMR 606m (c. USD 1.6bn), which will make OQGN the third largest company on the MSX by market capitalisation.

-Ends-

About OQGN

OQGN holds a natural monopoly over critical gas transportation infrastructure in Oman as the exclusive owner and operator of the NGTN. OQGN aims to champion the management and development of the NGTN through innovative and sustainable solutions. With the support of its around 480 talented individuals as at 30 June 2023, the Company prioritizes maintaining high standards of operation and maintenance, which is reflected in the OQGN’s operational track-record, having delivered 99.99% gas availability over the last 10 years and recorded no gas supply interruptions in 2022. OQGN’s health and safety record is also testament to its commitment to applicable occupational health and safety standards. OQGN actively considers the interests of society at large and the economic development of Oman in the course of its operations and strives to maximize its engagement in and contribution to the Omani communities and supporting the Government’s efforts towards environmental sustainability.

For more information about OQGN, please visit: https://oqgn.om/

MEDIA ENQUIRIES à OQGN_Media@kekstcnc.com  

  • Kekst CNC (as Financial Communications Advisor)
  • Gregor Riemann | Christopher Deifuß

INVESTOR RELATIONS ENQUIRIES à Ir.oqgn@oq.com

JOINT GLOBAL COORDINATORS

  • Bank Muscat S.A.O.G
  • BofA Securities
  • EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC)

ISSUE MANAGER

  • Bank Muscat--

DISCLAIMER

This announcement is an advertisement for the purposes of the Prospectus Regulation EU 2017/129 and underlying legislation. It is not a prospectus. A copy of the prospectus published by OQGN is available for inspection on OQGN’s website at http://oqgnuat.gct.om/ipo.html, subject to certain access restrictions.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information in this announcement is subject to change. No obligation is undertaken to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of OQGN to proceed with the Offering or any transaction or arrangement referred to herein. This announcement has not been approved by any competent regulatory authority. None of the Joint Global Coordinators, the Issue Manager, the Collection Agents or any of their respective subsidiaries, affiliates or any of their respective directors, officers, employees, advisers or agents are responsible for the contents of this announcement.

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with or act as an inducement to enter into, any contract or commitment whatsoever. Investors should not purchase any shares referred to in this announcement except on the basis of information in the Offering Document published by OQGN in connection with the proposed admission of the shares to listing and trading on the MSX (the “Admission”). The Offering and the distribution of this announcement and other information in connection with the Offering in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for, or otherwise invest in, securities in the United States. The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction in the United States, or under the applicable securities laws of Canada, Australia or Japan. The securities may not be offered or sold in the United States absent registration except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Canada, Australia or Japan or to, or for the account or benefit of, any national, resident or citizen of Canada, Australia or Japan. There will be no public offer of securities in the United States or any jurisdiction other than Oman. Copies of this announcement are not being, and should not be, distributed in or sent into the United States, Canada, Australia or Japan.

This announcement is being distributed to and is only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated (all such persons in (i), (ii), (iii) and (iv) above, together, being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. In the United Kingdom, this announcement is only addressed to and is only directed at “qualified investors” within the meaning of the Prospectus Regulation (as defined below) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and no person that is not a qualified investor may act or rely on this announcement or any of its contents.

In any member state of the European Economic Area, this announcement is only addressed to and is only directed at “qualified investors” in such member state within the meaning of Article 2(e) of Regulation EU 2017/1129 (the “Prospectus Regulation”), and no person that is not a qualified investor may act or rely on this announcement or any of its contents.

In the Sultanate of Oman: this announcement and the information contained in it is strictly private and confidential and is being distributed to a select number of investors/recipients and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of this announcement, you should consult an authorised financial adviser. This announcement does not constitute an offer of securities in Oman as contemplated by the Commercial Companies Law of Oman (Royal Decree 18/2019) or Article 28 of the Omani Securities Law (Royal Decree 46/2022) (the “Relevant Oman Laws”). This announcement will only be made available to investors in Oman in accordance with the provisions of Relevant Oman Laws.  This announcement has not been filed with or approved by the Omani Capital Market Authority or any other regulatory authority in Oman. Any person in Oman to whom this announcement is made available and who invests in the securities concerned will be deemed to have represented and warranted that they are sophisticated investors (i.e., investors that have experience in investing in local and international securities, are financially solvent and have knowledge of the risks associated with investing in securities) and are acquainted with the documents relating to the concerned issuance and the risks and rewards associated with investment in such securities.

In the United Arab Emirates (outside of the financial free zones established pursuant to UAE Federal Law No.8 of 2004): this announcement is strictly private and confidential and is being distributed to a limited number of investors/recipients and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of this announcement, you should consult an authorised financial adviser. By receiving this announcement, the person or entity to whom it has been issued understands, acknowledges and agrees that this announcement has not been approved by or filed with the United Arab Emirates (“UAE”) Central Bank, the Securities and Commodities Authority (the “SCA”) or any other authorities in the UAE. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE and no subscription to any securities or other investments may or will be consummated within the UAE. Securities may not be marketed, offered or sold directly or indirectly to the public in the UAE without the approval of the SCA. This announcement does not constitute a public offer of securities in the UAE in accordance with the Federal Commercial Companies Law, No. 32 of 2021 (as amended or replaced from time to time) or otherwise. This announcement may be distributed in the UAE only to “professional investors” (as defined in SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time)) and may not be provided to any person other than the original recipient. Nothing contained in this announcement is intended to constitute investment, legal, tax, accounting or other professional advice. This announcement is for your information only and nothing in this announcement is intended to endorse or recommend a particular course of action. Any person considering acquiring securities should consult with an appropriate professional for specific advice rendered based on their respective situation.

In the Dubai International Financial Centre (“DIFC”): this announcement relates to an Offering which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”). The DFSA has not approved this announcement nor has any responsibility for reviewing or verifying any document or other documents in connection with the Offering. Accordingly, the DFSA has not approved this announcement or any other associated documents nor taken any steps to verify the information set out in this announcement, and has no responsibility for it. The Offering has not been offered and will not be offered to any persons in the DIFC except on that basis that an offer is:

  • an “Exempt Offer” in accordance with the Markets Rules (“MKT”) module of the DFSA Rulebook; and
  • made only to persons who meet the “Deemed Professional Client” criteria set out in the Conduct of Business (“COB”) Module of the DFSA Rulebook (the “COB Module”).

This announcement must not, therefore, be delivered to, or relied on by, any other type of person. The Offering to which this announcement relates may be illiquid and/or subject to restrictions on its resale. Prospective purchasers should conduct their own due diligence on the Offering. The DFSA has not taken steps to verify the information set out in this announcement, and has no responsibility for it. If you do not understand the contents of this Offering or are unsure whether the securities to which this Offering relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser. This announcement is only addressed to and is only directed at “Deemed Professional Clients” as defined in the DFSA Rulebook, COB Module. This announcement is not directed at Retail Clients as defined in the COB Module.

In the Abu Dhabi Global Market (“ADGM”): this announcement relates to an Offering which is not subject to any form of regulation or approval by the Financial Services Regulatory Authority (“FSRA”). The FSRA has not approved this announcement nor has any responsibility for reviewing or verifying any document or other documents in connection with the Offering. Accordingly, the FSRA has not approved this announcement or any other associated documents nor taken any steps to verify the information set out in this announcement, and has no responsibility for it. The shares have not been offered and will not be offered to any persons in the ADGM except on the basis that an offer is: (i) an “Exempt Offer” in accordance with the FSRA Financial Services and Markets Regulations 2015 and Markets Rules; and (ii) made only to persons who meet the “Deemed Professional Client” criteria set out in the FSRA Conduct of Business Rulebook. The FSRA has not taken steps to verify the information set out in this announcement, and has no responsibility for it. If you do not understand the contents of this Offering or are unsure whether the securities to which the Offering relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser.

In the Kingdom of Saudi Arabia: this announcement may not be distributed in the Kingdom of Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Board of the Capital Market Authority (the “Capital Market Authority”) pursuant to resolution number 3-123-2017, dated 27 December 2017G (as amended by resolution of the Board of the Capital Market Authority number 1-94-2022 dated 22 August 2022G). The Capital Market Authority does not make any representation as to the accuracy or completeness of this announcement, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this announcement. Prospective purchasers of the securities referred to herein should conduct their own due diligence on the accuracy of the information relating to the securities.

In the Kingdom of Bahrain: any offering of securities of the Company to which this announcement relates does not and will not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the Central Bank and Financial Institutions Law 2006 (Decree Law No. 64 of 2006). This announcement has not been and will not be registered as a prospectus with the Central Bank of Bahrain (the “CBB”). Accordingly, no securities may be offered, sold or made the subject of an invitation for subscription or purchase nor will this announcement or materials be used in connection with any offer, sale or invitation to subscribe or purchase securities, whether directly or indirectly, to persons in the Kingdom of Bahrain, other than as marketing to accredited investors for an offer outside the Kingdom of Bahrain.

The CBB has not reviewed, approved or registered this announcement and it has not in any way considered the merits of the securities to be marketed for investment, whether in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and completeness of the statements and information contained in this announcement and expressly disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the content of this announcement. No offer of securities will be made to the public in the Kingdom of Bahrain and this announcement must be read by the addressee only and must not be issued, passed to, or made available to the public generally.

In Kuwait: the securities of the Company to which the announcement relates have not been and will not be offered, sold, promoted or advertised in Kuwait except on the basis that an offer is made in compliance with Decree Law No. 31 of 1990 and the implementing regulations thereto, as amended, and Law No. 7 of 2010 and the bylaws thereto, as amended governing the issue, offering and sale of securities. No private or public offering of any securities is being made in Kuwait, and no agreement relating to the sale of any securities will be concluded in Kuwait. No marketing or solicitation or inducement activities are being used to offer or market any securities in Kuwait.

If you do not understand the contents of this announcement you should consult an authorised financial adviser.

None of the Selling Shareholders, OQGN, the Joint Global Coordinators, the Issue Manager, the Collection Agents or any of their respective subsidiaries, affiliates or any of their respective directors, officers, employees, advisers, agents or any other person(s) accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to OQGN or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

This announcement does not constitute a recommendation concerning the Offering. The price and value of securities and any income from them can go down as well as up and you could lose your entire investment. Past performance is not a guide to future performance. Information in this announcement cannot be relied upon as a guide to future performance. Before purchasing any securities in OQGN, persons viewing this announcement should ensure that they fully understand and accept the risks which are set out in the Offering Document. There is no guarantee that the Offering will take place and potential investors should not base their financial or investment decisions on the intentions of OQGN or any other person in relation to the Offering at this stage. Nothing contained herein constitutes or should be construed as: (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you. Potential investors should consult a professional adviser as to the suitability of the Offering for the person(s) concerned.

This announcement contains certain “forward-looking statements” which relate to, among other things, the Company’s plans, objectives, goals, targets, strategies, future operational performance and anticipated developments in markets in which the Company operates and in which it may operate in the future. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company’s control and all of which are based on the Company’s current beliefs and expectations about future events. These forward-looking statements generally can be identified by the use of forward-looking terminology, including terms such as “aim”, “anticipate”, “assume”, “believe”, “continue”, “could”, “expect”, “estimate”, “goal”, “intend”, “may”, “objective”, “plan”, “potential”, “predict”, “project”, “risk”, “shall”, “should”, “target”, “will”, “will continue”, “will pursue”, “would”, and their negative, or other variations thereon or comparable terminology. Similarly, statements that describe the Company’s strategies, objectives, plans, goals, future events or intentions are also forward-looking statements. They appear in a number of places throughout this announcement and include statements regarding intentions, beliefs and current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies, dividend policy and the industry in which the Company operates. These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions and are based on the beliefs of the Company’s management, as well as the assumptions made by, and information currently available to, the Company’s management. All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual outcomes, including among other things, the Company’s results of operations, financial condition, cash flows, liquidity, financial projections, financial targets and growth to differ materially from those contemplated by the relevant forward-looking statement. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Selling Shareholders, OQGN, the Joint Global Coordinators, the Issue Manager and the Collection Agents and/or their respective affiliates, expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law.

The date of Admission may be influenced by things such as market conditions. The Company may decide not to go ahead with the Offering and there is no guarantee that Admission will occur, at all or in accordance with the timing indicated in this announcement. You should not base your financial decisions on OQGN’s intentions in relation to Admission at this stage.  Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.  Persons considering making such investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the documents referred to herein, constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase and potential investors must be able to bear the risk of loss, including a total loss, on their investment. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.

Bank Muscat SAOG (“Bank Muscat”), EFG-Hermes UAE Limited, EFG Hermes UAE LLC (acting in conjunction with EFG Hermes UAE Limited) (together, “EFG”) and Merrill Lynch International (“BofA Securities”) have been appointed as joint global coordinators (collectively, the “Joint Global Coordinators”) and Bank Muscat has been appointed as issue manager of the Offering (the “Issue Manager”). BofA Securities is not acting on, or otherwise involved in, the Offering to investors in Oman. Bank Muscat is authorised and regulated by the Central Bank of Oman (“CBO”) and the CMA. EFG-Hermes UAE Limited is authorised and regulated by the Dubai Financial Services Authority. EFG Hermes UAE LLC is authorised and regulated by the UAE Securities and Commodities Authority. BofA Securities is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Ahli Bank SAOG, Bank Dhofar SAOG, Bank Muscat, EFG Hermes Oman LLC (Vision Capital), Horizons Capital Markets SAOC, National Bank of Oman SAOG, Oman Arab Bank SAOG, Sohar International SAOG, Ubhar Capital SAOC and United Securities LLC have been appointed as collection agents (the “Collection Agents”).

The Joint Global Coordinators, the Issue Manager and the Collection Agents are acting exclusively for the Company and the Selling Shareholders and no one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the Selling Shareholders for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offering, each of the Joint Global Coordinators, the Issue Manager and the Collection Agents and any of their affiliates may take up a portion of the shares in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the Offering Document to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, each of the Joint Global Coordinators, the Issue Manager and the Collection Agents and any of their affiliates acting in such capacity. In addition, certain of the Joint Global Coordinators, the Issue Manager and the Collection Agents or their affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which they or their affiliates may from time to time acquire, hold or dispose of shares. None of the Joint Global Coordinators, the Issue Manager or the Collection Agents or any of their respective affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Information to Distributors - UK Product Governance: Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements”), and/or any equivalent requirements elsewhere, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements and/or any equivalent requirements elsewhere) may otherwise have with respect thereto, the shares the subject of the Offer have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Global Coordinators will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

The contents of the Company’s website are not incorporated by reference into, and do not form part of, this announcement.

Disclaimer

NOT FOR RELEASE, PUBLICATION, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is not a prospectus and is not an offer of securities for sale or subscription in any jurisdiction, including in or into the United States, Canada, Australia or Japan.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the potential offering will be made pursuant to, and any investor should make its investment decision solely on the basis of the information that is contained in, as the case may be, the final prospectus or international offering memorandum (each an “Offering Document”, including in each case any supplement thereto) published by OQ Gas Networks SAOG (under transformation) ("OQGN" or the "Company") in connection with the admission of its ordinary shares to trading on the Muscat Stock Exchange (the "MSX").