Wednesday 13 / November / 2024
Muscat: OQ Gas Networks S.A.O.G. (under transformation) (“OQGN” or the “Company”) today announces the price range and details of the subscription period for its initial public offering (the “IPO” or the “Offering”) on the MSX. The prospectus has been approved by the Capital Market Authority (CMA), of the Sultanate of Oman, which regulates and develops Oman's financial markets for the capital market and insurance sectors.
Talal Al Awfi, OQ Group Chief Executive Officer and OQGN Chairman, said: “We are immensely proud of this milestone and look forward to the launch of the IPO subscription period. OQGN has a compelling story, a track record of consistent delivery and is now taking a significant step forward to its next phase of growth."
Mansoor Al Abdali, Managing Director of OQGN, said: “We are confident in our position as the exclusive operator of gas transportation network in Oman and in our ability to provide critical infrastructure for both our domestic and international partners. Since announcing our intention to float on the MSX, we are pleased to see our strong position and performance reflected by significant interest from investors including our three, globally renowned, anchor investors. We believe that OQGN represents an attractive investment proposition, and we are excited for what is to come.”
Muteb Al Shathri, Acting CEO of the Saudi Omani Investment Company, said: "The company’s high cash flow visibility, underpinned by a robust regulatory environment and experienced leadership team were critical in determining our investment in OQGN. We are pleased to underline our commitment to the investment by securing an anchor position in the forthcoming IPO. We have confidence in OQGN’s development and trajectory, as well as in Oman as an attractive investment destination and are excited to be part of the largest IPO to date on the Muscat Stock Exchange. This investment underscores our commitment and our long-term investment strategy for Oman."
Mansoor Ebrahim Al-Mahmoud, CEO, QIA, said: Mansoor Ebrahim Al-Mahmoud, CEO, QIA, said: “We are proud to partner with OQGN in its IPO and recognise the critical role OQGN plays in connecting gas producers and customers as part of Oman’s broader infrastructure network. QIA recognizes OQGN’s strong growth potential through further network expansion and adaptation to renewable energy sources."
Pascal De Buck, Chief Executive Officer, Fluxys, said: “This investment aligns perfectly with our strategy to develop low carbon energy value chains through partnerships. As Oman will become a leading export hub for renewable hydrogen, it’s a unique opportunity for Fluxys to play a key role in accelerating the energy transition and bringing renewable hydrogen to Belgium and Europe.”
DETAILS OF THE OFFER PRICE RANGE AND SUBSCRIPTION PROCESS
The Offering will be conducted in the manner as approved by the CMA and will be offered in a parallel offering as follows:
The Selling Shareholders intend to offer up to 49% of OQGN’s total share capital. Immediately following the Offering, a minimum of 51% shareholding will continue to be held by OQ. The Company and the Selling Shareholders reserve the right to amend the size of the Offering at any time prior to the end of the subscription period in their sole discretion, subject to applicable laws and the approval of the CMA.
All the shares being sold by the Selling Shareholders are existing ordinary shares and the Company will not receive any proceeds from the sale of the shares in the Offering, all of which will be paid to the Selling Shareholders. The Offering expenses will be paid by the Selling Shareholders.
Category I Offer: 848,802,288 Offer Shares have been allocated for Category I applicants, as follows: (a) 20 per cent of the Offer Shares (equivalent to 50 per cent of the Category I Offer Shares i.e., 424,401,144 Offer Shares) shall be reserved for subscription by Local Applicants. The allocation of Offer Shares to Local Applicants shall be made on a proportionate basis. Applicants for Offer Shares in the Category I Offer for can apply for a minimum of 100,000 Offer Shares and in multiples of 100 thereafter. (b) 20 per cent of the Offer Shares (equivalent to 50 per cent of the Category I Offer Shares i.e., 424,401,144 Offer Shares) shall be available for subscription by Non-Local Applicants. Allocation of Offer Shares to Non-Local Applicants shall be determined by the Selling Shareholders in consultation with the Joint Global Coordinators.
Anchor investors: 636,601,716 Offer Shares have been allocated for Anchor Investors, being 30 per cent of the Offer. In this respect, the Company has received irrevocable commitments from the Saudi Omani Investment Company, a wholly owned entity of the Public Investment Fund of the Kingdom of Saudi Arabia, Falcon Investments LLC, a subsidiary of Qatar Investment Authority, the sovereign wealth fund of the State of Qatar, and Fluxys International SA/NV. The anchor investors have, in aggregate irrevocably committed OMR 89,124,240 to the IPO representing a purchase price of Bzs 140 per share, subject to the terms contained in their respective anchor investment agreements.
Category II Offer: 636,601,716 Offer Shares have been allocated for Category II, being 30 per cent of the Offer (allocation to Category II Applicants to be made on a proportionate basis). If the aggregate demand in Category II is greater than 30% of the Offer Shares, the CMA may decide that a minimum number of Category II Offer Shares be distributed equally among Category II Applicants, and the remaining Category II Offer Shares shall be allocated on a pro-rata basis. Applicants for Offer Shares in the Category II Offer for can apply for a minimum of 1,000 Offer Shares and in multiples of 100 thereafter. If the aggregate demand in Category II is less than or equal to 30 per cent of the Offer, then after full allocation to the Category II Applicants, the balance of the Offer Shares will be made available to the Category I Applicants in the respective proportion outlined above for allocation at the Offer Price, if there is oversubscription in Category I.
The shares held by the Selling Shareholders following completion of the Offering shall be subject to a lockup which starts on the date of Admission and ends 180 calendar days thereafter, subject to customary exceptions and waiver by the Joint Global Coordinators. The Company will also be subject to a lock-up starting on the date of Admission and ending 180 calendar days thereafter, subject to customary exceptions and waiver by the Joint Global Coordinators. Shares purchased by the Anchor Investors are subject to a 90-day lock-up, following Admission. Admission of the Shares to listing and trading on the MSX is expected on or about 24 October 2023, subject to receiving all required regulatory approvals.
The completion of the Offering and Admission is subject to market conditions and obtaining all necessary regulatory approvals.
Bank Muscat S.A.O.G., BofA Securities and EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC) have been appointed as Joint Global Coordinators, and Bank Muscat has been appointed as Issue Manager.
Full details of the Offering are available in the Prospectus under the Key Documents section on https://oqgn.om/ipo , as well as at the branches of the collection agents detailed below.
IMPORTANT DATES
Commencement of Management Roadshow (Local Applicants): 20 September 2023
Commencement of Management Roadshow (Non-Local Applicants): 26 September 2023
Date of listing and trading on MSX (expected): 24 October 2023
Category I Institutional
(Non-Individuals)
Offer opening date: 26 September 2023
Offer closing date: 09 October 2023
Category II Retail
(Individuals)
Offer opening date: 26 September 2023
Offer closing date: 05 October 2023
DIVIDEND POLICY
The Company intends to maintain a robust dividend policy designed to return to Shareholders substantially all of its distributable free cash flow after providing for growth opportunities and while maintaining an investment-grade credit profile.
In January 2024, the Company intends to pay a dividend of OMR 33,000,000 for the first 9 months of 2023 and expects to pay a second dividend distribution of around OMR 11,000,000 for the last three months of 2023, around April 2024.
The Company currently expects to pay a dividend in respect of the fiscal year ending 31 December 2024, which will be the higher of 90% of the Company’s profit for the year ending 31 December 2024 or a 5% increase on the aggregate dividends paid for 2023.
For 2025, the Company expects to pay a dividend, which will be the higher of 90% of the profit for the year ending 31 December 2025 or a 5% increase on the dividends paid for 2024.
The Company’s ability to pay dividends is dependent on a number of factors, including the availability of distributable reserves, its capital expenditure plans and other cash requirements in future periods, as well as the necessary approvals.
During the years ended 31 December 2020, 2021 and 2022, the Company did not distribute any dividends.
SHARIA COMPLIANCE
Shariyah Review Bureau ("SRB") is a Shariah Advisory firm licensed by the Central Bank of Bahrain. It has issued a pronouncement confirming that, in its view, based on the circumstances as at the date of this pronouncement, the Offering is Sharia compliant in accordance with pertinent Sharia principles of the AAOIFI Sharia standards as of the date of this statement. The pronouncement is not intended to be and does not constitute a legal, financial, or investment advice and SRB shall not bear any liability in this context. Investors are advised to conduct their own due diligence and consult with their own Sharia advisors before making any investment decisions based on the pronouncement.
ABOUT ANCHOR INVESTORS
Saudi Omani Investment Company / PIF
Saudi Omani Investment Company (SOIC) is a wholly owned entity of the Public Investment Fund of the Kingdom of Saudi Arabia. SOIC aims to support The Public Investment Fund (PIF) efforts to explore new investment opportunities in the MENA region that foster the creation of long-term strategic economic partnerships to achieve sustainable returns and optimize PIF's assets in line with Vision 2030.
PIF is one of the largest and most impactful sovereign wealth funds in the world. Since 2015, when the Board was reconstituted and oversight transferred to the Council of Economic and Development Affairs, the Fund’s board of directors has been chaired by His Royal Highness Crown Prince Mohammad bin Salman bin Abdulaziz, Prime Minister, Chairman of the Council of Economic and Development Affairs, and Chairman of the Public Investment Fund. PIF has a leading role in advancing Saudi Arabia’s economic transformation and diversification, as well as contributing to shaping the future of the global economy. Since 2017, PIF has established 84 companies. More information about PIF can be found at: www.pif.gov.sa
Qatar Investment Authority
Qatar Investment Authority (“QIA”) is the sovereign wealth fund of the State of Qatar. QIA was founded in 2005 to invest and manage the state reserve funds. QIA is among the largest and most active sovereign wealth funds globally. QIA invests across a wide range of asset classes and regions as well as in partnership with leading institutions around the world to build a global and diversified investment portfolio with a long-term perspective that can deliver sustainable returns and contribute to the prosperity of the State of Qatar. For more information on QIA, visit its website at www.qia.qa .
Fluxys International SA/NV
Fluxys International is a 100% subsidiary of Fluxys. Headquartered in Belgium, Fluxys is a fully independent infrastructure group with 1,300 employees active in gas transmission & storage and liquefied natural gas terminalling. Through its associated companies across the world, Fluxys operates 24,000 kilometres of pipeline and liquefied natural gas terminals totalling a yearly regasification capacity of 380 TWh. Among Fluxys’ subsidiaries is Euronext listed Fluxys Belgium, owner and operator of the infrastructure for gas transmission & storage and liquefied natural gas terminalling in Belgium. As a purpose-led company, Fluxys together with its stakeholders contributes to a better society by shaping a bright energy future. Building on the unique assets of its infrastructure and its commercial and technical expertise, Fluxys is committed to transporting hydrogen, biomethane or any other carbon-neutral energy carrier as well as CO2, accommodating the capture, usage and storage of the latter. https://www.fluxys.com
