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Our IPO

Your guide to our Initial Public Offering

Fertiglobe is the world’s largest seaborne exporter of urea and ammonia combined, the largest nitrogen fertilizer producer by production capacity in the MENA region, and an early mover in clean ammonia.

With plants located in the UAE, Egypt and Algeria, Fertiglobe has an annual production capacity of 6.6 million tons of sellable urea and merchant ammonia. It is underpinned by a young asset base and a robust storage and distribution infrastructure, with direct access to key ports on the Mediterranean, Red Sea and Arabian Gulf.

Fertiglobe is well positioned to capitalize on the global transition to a hydrogen economy as ammonia has emerged as one of the most promising products to drive the hydrogen economy and enable the energy transition.

Fertiglobe’s complementary production and distribution locations bring geographic diversity and enhanced market access, benefitting both existing and new customers.

Fertiglobe is committed to operational and commercial excellence, with a detailed efficiency enhancement strategy focused on safety, plant reliability and integrity, and cash flow optimization.

Headquartered in Abu Dhabi, Fertiglobe was formed as a strategic partnership between OCI and ADNOC in September 2019.

On 5 October, OCI and ADNOC announced their intention to float a 13.8% stake of Fertiglobe on the Abu Dhabi Securities Exchange (ADX) through an Initial Public Offering (IPO).

Through this IPO, Fertiglobe will be able to diversify its investor base, whilst also supporting the growth and expansion of the UAE’s private sector and capital markets.

IPO Documents

Listing Day Announcement

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Final Offer Price Announcement

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Pricing Statement

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Listing Announcement

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International Offering Memorandum (IOM)

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Price Range Announcement

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ITF

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ADX Prospectus

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Table of Contents

1. Company Overview

Headquartered in Abu Dhabi, Fertiglobe plc (“Fertiglobe” or the “Company”) was formed in September 2019 as a strategic partnership between OCI (58%) and ADNOC (42%), creating the world’s largest seaborne exporter of urea and ammonia combined, MENA’s largest producer by production capacity, and an early mover in clean ammonia. As a leading nitrogen fertilizer producer and distributer, the Company is committed to its purpose of responsibly supporting sustainable agriculture. The Company provides an effective and environmentally sound source of nitrogen, the essential nutrient for crop growth, to its customers around the world.

The Company’s portfolio of products comprises ammonia (which is used both as a building block for other fertilizer products and sold to industrial and agricultural customers), urea for agricultural and industrial customers, and Diesel Exhaust Fluid (“DEF”), which is also known as AdBlue in Europe and marketed as AdGreen, for industrial customers. Additional potential future uses of ammonia are currently emerging as part of the nascent clean hydrogen economy, where blue and green ammonia could serve as an efficient energy carrier or as a clean fuel.

Fertiglobe’s production capacity comprises 6.6 million tons of sellable urea and merchant ammonia, produced at its four world-class production facilities in three countries: EFC and EBIC in Egypt, Sorfert in Algeria, and Fertil in the UAE. Fertiglobe has a state-of-the-art asset base with facilities using the best available global technology – approximately 50% of Fertiglobe’s combined urea and ammonia production capacity is under 10 years old– and is in a strong position to build on its existing operational excellence to drive capacity growth and capture future demand.

Fertiglobe’s export-focused production facilities benefit from direct access to six key ports and distribution hubs by the Mediterranean Sea, Red Sea, and the Arabian Gulf. This strategic positioning allows Fertiglobe to easily access the major end-markets for its products (Europe, South Asia, Australia, East Africa, Latin America and the Far East), and to optimize volumes routing East and West of the Suez Canal, creating significant freight optimization and synergies, and allowing us to achieve stronger netback prices. •Fertiglobe’s in-house distribution capabilities give it more control over the placement of its products, enabling it to focus on netback price optimization, as it has the ability to place products in the spot market given its marketing reach and local knowledge, combined with its storage network providing the required flexibility to tap markets at the most opportune windows.

Fertiglobe’s decision making is centralized through a strong leadership team headquartered in Abu Dhabi, which allows the Company to optimize operational and commercial processes to deliver efficiencies across the board.

Fertiglobe is world’s largest seaborne exporter of urea and ammonia combined, MENA’s largest producer by production capacity, and an early mover in clean ammonia.

The Company’s state of the art asset base is favorably positioned in the first quartile of the global cost curve due to industry leading energy efficiencies, access to low cost natural gas, which is the feedstock required in the production of all its products, reduced freight costs due to its favorable locations near key markets and proximity to ports with direct access to key export facilities and own storage infrastructure.

The Company’s state of the art and geographically advantageous footprint facilitates a global approach for its commercial strategy, whichallows us to align our sales and marketing activities to leverage logistical advantages through our global distribution network and cultivate customer relationships to deliver strong netback prices. Our coordinated global sales and marketing organization is supported by strong distribution and logistics capabilities, thereby allowing us to reach customers around the world while seeking to maximize returns.

The Company believes its platform also has a significant competitive advantage compared to other exporters, such as those based in Russia, given it can export from North Africa into Europe on a duty-free basis. In addition, the Company’s North African assets benefit from significant freight cost advantages to Europe and reduced transportation times allowing for flexibility in logistics and higher netbacks.

Furthermore, the Company’s asset base is the newest, on average, compared with most of its global peers, with approximately 50% of its combined urea and ammonia Production Capacity and 53% of its gross ammonia Production Capacity being under 10 years old as at June 2021. By comparison, nearly 80% of the world’s ammonia plants were at least 20 years old as at 31 December 2020.

Management also believes the Company is well positioned to capitalize on the global transition to a hydrogen economy because ammonia has emerged as one of the most promising products to drive the hydrogen economy and enable the energy transition.

Centrally coordinated out of Abu Dhabi, our strategically developed global distribution network includes branches, agents, and strategic partnerships across Europe, Australia, Africa, Asia, and the Americas, which allows us to effectively reach a diverse customer base, including retailers for urea and industrial customers, across approximately 34 countries in 2020 and provides us with deep market insights given our extensive reach.

The offering is being conducted, among other reasons, to allow the selling shareholders to sell part of their respective shareholding interests, while providing increased trading liquidity in the Shares and raising the Company’s profile with the international investment community.

The announcement of Fertiglobe’s intention to list a minority 13.8% stake through an Initial Public Offering (IPO) on the Abu Dhabi Securities Exchange (ADX) marks the continuation of ADNOC and OCI’s respective value creation strategies.

The IPO is a significant milestone in Fertiglobe’s growth journey and will further enable the Company’s diversification, growth, and development by providing access to new sources of capital and new investors.

As this is the first listing of a free zone company onshore in the UAE, Fertiglobe’s IPO reflects ADNOC’s commitment to helping diversify the nation’s economy, in line with the UAE’s ‘Principles of the 50’, by supporting the growth and development of the UAE’s capital markets. By encouraging international and local participation in ADNOC’s success, the Company can help secure further foreign direct investment in Abu Dhabi and the UAE.

OCI and ADNOC will remain the majority shareholders in the Company post IPO and will continue to work with Fertiglobe as they have done for the past 2 years. OCI is expected to indirectly continue to own a majority of Fertiglobe’s share capital post-IPO, while ADNOC is expected to indirectly own at least 36.2% of Fertiglobe’s share capital post-IPO.

2. IPO & Transaction

ADNOC and OCI intend to sell a combined 13.8% stake in Fertiglobe. After the IPO OCI NV will own 50.0% (plus one share) and ADNOC will own 36.2% of Fertiglobe.

The qualified institutional investor tranche forms 90% of the full offering, with the remaining 10% allotted to retail investors. ADNOC and OCI may amend the size of the retail tranche at any time prior to the end of the subscription period, subject to the approval of the Securities and Commodities Authority (“SCA”) of the UAE.

Any increase in the size of the retail tranche will result in a corresponding reduction in the size of the qualified institutional investor tranche, subject to the size of the qualified institutional investor tranche not falling below 60% of the Offer Shares and the size of the retail tranche not exceeding 40% of the Offer Shares.

The Company is expected to list on, or around, 27 October 2021.

Subscriptions will open on 13 October 2021, with retail subscriptions closing on 18October 2021, and institutional subscriptions closing on 19 October 2021. The final offer price announcement will be made on 20 October 2021.

The Board has adopted 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. Fertiglobe intends to distribute cash dividends twice each financial year, with an initial payment in October of that year in relation to the financial performance for the first six months of that financial year and a second payment in April of the following year in relation to financial performance of the last six months of the financial year, subject to the approval of Shareholders at a general meeting of Fertiglobe.

Fertiglobe’s ability to pay dividends is dependent on a number of factors, including:

  • the availability of distributable reserves and the Company’s capital expenditure plans and other cash requirements in future periods;
  • market conditions and the then current operating environment in the Company’s markets;
  • the Board’s outlook for the Company’s business;
  • future profits and the business plan of the Company (including its ability to perform in accordance with
    the expectations in its business plan);
  • the discretion of the Board; and
  • approval of any dividend payment at a general meeting of the Shareholders.

While there is no assurance that it will be able to do so and subject to the factors described above, following the Offering, Fertiglobe is currently: (i) targeting to pay a dividend of at least USD 150 million in April 2022 for the second half of the year ending 31 December 2021; and (ii) targeting to pay a dividend of at least USD 315 million relating to its financial performance for the year ending 31 December 2022, with 50% of that dividend paid in October 2022 and 50% of that dividend paid in April 2023. 

Fertiglobe’s focus, at this stage, is on completing this initial public offering. In addition, the shares held by OCI and ADNOC following completion of the Offering shall be subject to a lock-up which starts on the date of Listing and ends 12 months thereafter.

Fertiglobe has several competitive strengths that make it a compelling investment story, which are described in the prospectus available here:

  • Largest seaborne exporter of urea and ammonia combined globally
  • Attractive first quartile cost curve position
  • State of the art, young asset base
  • Combination of strategically located asset base and global storage and distribution capabilities with extensive reach to all global markets from advantageous freight locations
  • Early mover advantage in blue and green ammonia
  • Attractive financial profile with low maintenance capex requirements and strong cash generation
  • Significant non-GDP growth levers
  • Supported by strong shareholders, and multiple strategic partnerships

For the six months ended 30 June 2021 and the year ended 31 December 2020, Fertiglobe had revenues of USD 1,260.0 million and USD 1,550.8 million, respectively, a consolidated profit for the period of USD 316.6 million and USD 127.1 million, respectively, and adjusted EBITDA of USD 532.2 million and USD 453.3 million, respectively. In addition, the Company had total assets of USD 4,996.5 million as of 30 June 2021.

As a first mover in its markets, Fertiglobe has been able to secure long-term, competitive natural gas supply contracts in Algeria, Egypt, and the UAE. In Egypt, the abundance of natural gas continues to increase on the back of significant discoveries made over recent years and as recently as September 2020 with the announced new gas discovery in the Nile Delta. Fertiglobe’s natural gas cost is estimated to be USD 2.8/MMBtu (fixed weighted average price) until 31 December 2021 and approximately USD 3.0/MMBtu for 2022, while the supply contracts are long term with remaining tenors between 7 to 23 years.

As a result of its favorable gas price contracts, lower conversion costs and strategic freight locations, Fertiglobe is situated in the first quartile of the exporter cost curve for both ammonia and urea with some of the lowest cash costs and delivered costs to key export destinations in the industry.

Existing shares held by ADNOC and OCI are being offered for sale. No new shares are being issued as part of the Offering. OCI will hold 50.0% of the shares (plus one share) and ADNOC 36.2% after the IPO.

As this is a secondary offering, the Company will not receive any proceeds from the Offering. All expenses of the Offering will be borne by the Selling Shareholders including any selling commissions and any discretionary fees. The Offering is being conducted, among other reasons, to allow the Selling Shareholders to sell part of their respective shareholding interests, while providing increased trading liquidity in the shares and raising our profile with the international investment community. 

The ADX is Fertiglobe’s local exchange and a natural home market for the Company. Listing on the ADX gives the Company exposure to the region’s large community of sophisticated investors, whilst still being able to attract international investors to the offering, as well as the citizens and residents of the UAE.

3. Strategy & Outlook

Fertiglobe’s growth story is based on five key areas, which are summarized below and described in the prospectus available here:

1. Continue developing our global commercial strategy by capitalizing on our market reach and strategic locations.

Fertiglobe intends to accelerate its global commercial expansion by increasing its sales and marketing platform’s physical presence by establishing new strategically positioned offices and distribution partnerships, increasing our physical presence from 7 markets today to 16 by 2025. Fertiglobe is concentrating its expansion on higher growth / emerging countries both East and West of the Suez Canal, a global approach that is enabled by the Company’s asset and production footprint in the Middle East and North Africa and differentiates it from competitors either focused on Asia or the Americas only.

2. Leverage existing ammonia production capabilities and logistics infrastructure to capitalize on the global shift to blue and green ammonia.

Fertiglobe intends to leverage its established ammonia platform to capitalize on the potential global shift to blue and green ammonia. As part of the accelerated global shift to clean energy, hydrogen is expected to play a vital role in achieving the world’s decarbonization ambitions and thus hydrogen demand is expected to grow significantly over the next decade. Management believes that the Group is well positioned to capitalize on the global transition to a hydrogen economy because ammonia has emerged as one of the most promising products to drive the hydrogen economy and enable the energy transition.

3. Capitalize on favorable positioning to grow the Company’s product portfolio through strategic market and geographic expansion.

Fertiglobe’s products are nitrogen-based fertilizers, namely ammonia and urea, which are core fertilizers applied to crops and represent 57% of a crop’s annual nutrient requirements. Fertiglobe believes that declining arable land, combined with a growing global population and global dietary requirements will result in sustained nitrogen-based fertilizer demand growth for the foreseeable future.

4. Maximize cash flow generation by decreasing controllable costs through its operational excellence program.

In addition to generating strong free cash flows by maximizing netbacks, Fertiglobe has launched an Operational Excellence program focused on maximizing asset reliability and energy efficiency, optimizing capital expenditure, and strictly reviewing controllable costs.

5. Maintain industry-leading HSE performance.

Fertiglobe is committed to providing a safe and healthy workplace by fostering a culture of zero injuries at all production sites and implementing the highest international safety standards to avoid any potential risks to people, communities, assets, or the environment.

Fertilizer demand has been insulated from the adverse effects of COVID-19 in 2020, and demand has grown year- on-year as governments placed emphasis on ensuring food security amid the pandemic. Global urea demand reached 171.9 million metric tons in 2020 (+3.3% / >5 Mt), with record demand from Brazil and India, two of the largest importing countries. Demand for industrial urea (i.e. non-fertilizer use), however, decreased 4.5% year-on- year as COVID-19 hampered industrial production.

Global urea demand is forecast to exceed 174 million metric tons in 2021, driven by continued growth in fertilizer demand with highly favourable agricultural market fundamentals and supportive farmer affordability levels underscored by high crop prices and extremely low grains stocks-to-use ratios that will take at least two years to replenish, amplifying the need for nitrogen fertilizers application to ease food security concerns. Lower than expected crop yields in Brazil, US and China given droughts and floods during 2021 has also contributed to expectations of higher grains prices in 2022 and 2023 and increases in grains planted area areas in grain exporting regions. Beyond 2023, urea demand is expected to grow at trend growth levels, which is approximately 3.2 Mt per annum.

Industrial urea demand is also rebounding sharply in 2021 (+8.2%) and strong growth is expected over the medium- term driven by higher industrial production and increasing demand for resins, DEF and denitrification for thermal coal power generation in Asia.

On the ammonia side, in addition to robust growth in fertilizer and industrial demand, 8 million tons of incremental low carbon ammonia demand is expected in the medium term, adding to a merchant market that is only 20 million tons, marking a structural shift in this industry.

4. Environmental, Social, and Corporate Governance (ESG)

Fertiglobe is committed to ESG principles, with environmental, social and governance matters fully integrated into its strategic objectives. As a leading nitrogen fertilizer producer and distributor, it is cognizant of its responsibility to encourage sustainable practices in its policies, operations, supply chains, and communities. It is committed to its purpose of cultivating a sustainable world and believe its products are essential to achieving global food security. It has aligned its strategic priorities to create sustainable value for all its stakeholders—its customers, its employees, its communities, and its shareholders—and develop a greener future for the world. Fertiglobe continues to make significant progress towards strengthening its ESG policies and practices.

Going forward, Fertiglobe will continue to work diligently to identify, evaluate and develop sustainability initiatives that reduce its environmental impact, grow its green portfolio, and innovate more effective ways of reaching the world’s carbon neutral goals, whilst also adopting a disciplined investment strategy. The Company currently conducts or is involved in evaluating a number of projects, including:

  • DEF (Diesel Exhaust Fluid) is a urea solution that can be injected into SCR (Selective Catalytic Reduction) systems to lower harmful vehicle exhaust emissions from diesel engines. DEF demand growth in the U.S. and Europe over the next decade is mainly supported by replacement of older non- SCR-equipped vehicles and increased dosing rates in newer generation diesel engines. Both EFC and Fertil have installed proven DEF production technologies. Fertil produces a small amount of DEF to serve local demand, and both facilities can quickly ramp up production as the DEF market develops.
  • Lower carbon fertilizers: Fertiglobe is well positioned to add inhibitors and/or slow release to urea in order to better position its product in Europe given emerging regulatory changes to straight urea application, increase nutrient use efficiency and support farmers with better yields and farming operations, and reduce farmland GHG emissions related to fertilizer application.
  • Blue and green ammonia: With 4.5 million metric tons of gross ammonia capacity, Fertiglobe is well- positioned to develop blue and green ammonia capabilities and have developed two pilot projects at Fertil and EBIC to establish proof of concept. At Fertil, it is evaluating options to produce blue ammonia beginning with a small-scale pilot that can be scaled up over the next two to three years. At EBIC, it has launched a feasibility study to assess its green ammonia production optionality and are scaling the Company’s renewable energy purchases in the medium term. Fertiglobe has also recently announced its participation in the TA’ZIZ project, a 1 million metric ton per year greenfield blue ammonia project in partnership with ADNOC and ADQ.

Fertiglobe is also committed to working towards global food security – through various programs, the Company is working with its partners around the world to maximize yields, strengthen crops, and accelerate growth to meet the world’s rising food demands.

Additional potential future uses of ammonia are emerging as part of the nascent clean hydrogen economy.

Fertiglobe is an early mover in production of blue and green ammonia, which results in low or no carbon emissions and has a myriad of uses as a hydrogen carrier and clean fuel, facilitating GHG reductions in industries that make up 80% of current global emissions. Ammonia is for instance emerging as a clean alternative to heavy fuel oil used in the hard-to-decarbonize shipping sector, where Fertiglobe is particularly well-positioned given its locations on global trade routes.

Ammonia is a carbon-free molecule and therefore burning it in an internal combustion engine leads to zero CO2 emission. Additionally, ammonia becomes a low / no-carbon fuel when it is produced from renewable energy sources like electricity from wind and solar energy (known as “green ammonia”) or from fossil sources associated with carbon-capture and storage technologies (known as “blue ammonia”).

Ammonia is also sulfur-free, therefore it does not require any SOx removal system on the exhaust to comply with environmental limitations on sulfur emission for shipping and any NOx generated during ammonia combustion can be removed from exhaust gases with SCR technology.

It can also have a strategic role in the transition phase. With global infrastructure already in place, ammonia can bridge the transition from “grey” (i.e. produced using fossil fuels) to “green / blue” until the industry has fully scaled up to products based solely on renewable energy sources, progressively lowering the CO2 footprint of the shipping industry.

5. How to invest in the IPO

The offer period for the IPO will commence on 13 October 2021 and will close for individual investors on 18 October 2021, and for qualified institutional subscribers on 19 October 2021. Final pricing will be announced on 20 October 2021 and all investors will then be informed of allocations. The Company is expected to complete its ADX listing on or around 27 October 2021.

The IPO is structured as defined below. Every subscriber must hold a NIN with the ADX and a bank account number in order to be eligible to apply for Offer Shares.

First Tranche – Individual Subscribers & Other Investors

The First Tranche offer will be made pursuant to the Prospectus, 10% (ten per cent) of the Offer Shares, representing 114,558,201 (one hundred fourteen million five hundred fifty-eight thousand two hundred one) Shares, are allocated to the First Tranche. The First Tranche is restricted to the following persons:

Individual Subscribers

Natural persons (including Qualified High Net Worth Individual Subscribers (as described under the Second Tranche, who do not participate in the Second) who have a bank account (except for any person who is resident in the United States within the meaning of the US Securities Act 1933, as amended (the “US Securities Act”). There are no other citizenship or residence requirements to qualify as an Individual Subscriber. Minors are permitted to apply for Offer Shares in accordance with the procedures applied by the Receiving Banks and the laws in force in this regard.

Other Investors

Other investors (companies and establishments) who do not participate in the Second Tranche and who have a bank account, (except for any person who is resident in the United States within the meaning of the US Securities Act, as amended).

All First Tranche Subscribers must hold a NIN with the ADX.

The Selling Shareholders reserve the right to amend the size of the First Tranche at any time prior to the end of the subscription period at their sole discretion, subject to the approval of the SCA. Any increase in the size of the First Tranche will result in a corresponding reduction in the size of the Second Tranche, provided that the subscription percentage of the subscribers in the Second Tranche does not fall below 60% of the Offer Shares and the subscription percentage of the subscribers in the First Tranche does not exceed 40% of the Offer Shares in aggregate.

If all the Offer Shares in the First Tranche are not fully subscribed, the unsubscribed Offer Shares will be available to Second Tranche Subscribers, or alternatively (in consultation with SCA) the Selling Shareholders may (i) extend the Closing Date for the First Tranche and the Second Tranche and/or (ii) accept the Offering at the level of applications received.

The minimum application size for subscribers in this Tranche is AED 5,000 with any additional application in increments of AED 1,000.

There is no maximum application size for subscribers in this Tranche.

Second Tranche – Qualified Institutional Subscribers

The Second Tranche offer will be made pursuant to the Second Tranche Document, 90% (ninety per cent) of the Offer Shares, representing 1,031,023,810 (one billion thirty-one million twenty-three thousand eight hundred ten) Shares, are allocated to the Second Tranche, which is restricted to the following persons:

First: Qualified Institutional Subscribers

Juridical persons capable of making investments on their own, and who satisfy any of the following conditions:

  • the federal government of the UAE and governments of each Emirate in the UAE, governmental corporations and authorities and companies wholly owned by any of them; or
  • foreign governments, and their organisations, corporations and authorities, or entities wholly owned by them; or
  • international organizations and entities; or
  • bodies licensed by SCA or similar regulatory bodies; or
  • legal persons who, as of the date of their last financial statements, satisfy at least two of the following
    requirements:
    • total assets are valued at AED 75,000,000 (seventy-five million dirhams);
    • net annual revenues of AED 150,000,000 (one hundred fifty million dirhams);
    • have net worth or paid-up capital with a minimum of AED 7,000,000 (seven million dirhams),

and who, in each case, have been approved by the Company and the Selling Shareholders, in consultation with the Joint Lead Managers and to which the following characteristics apply: (a) a person in the United States who is a qualified institutional buyer (“QIB”), as defined in Rule 144A under the US Securities Act (“Rule 144A”) and to whom an offer can be made in accordance with Rule 144A, (b) a person outside the United States to whom an offer can be made in reliance on Regulation S, (c) a person in the Dubai International Financial Center (“DIFC”) to whom an offer can be made pursuant to an exemption from registration under the Market Rules Module of the DFSA’s Rulebook, or (d) a person in the Abu Dhabi Global Market (“ADGM”) to whom an offer can be made pursuant to an exemption from registration under the FSMR Regulations Markets Rules and made only to persons who meet the Professional Client criteria set out in the FSRA Conduct of Business Rulebook.

Second: Natural persons who have been approved by the Company and the Selling Shareholders in consultation with the Joint Lead Managers (excluding HSBC Bank Middle East Limited), and who are certified by the SCA or a similar regulatory authority to conduct any tasks associated with financial activities or services.

Third: Natural persons who have been approved by the Company and the Selling Shareholders in consultation with the Joint Lead Managers (excluding HSBC Bank Middle East Limited) and who fulfil the following conditions:

  1. have a net worth, excluding his or her principal residence, amounting to at least AED4,000,000 (four million dirhams);
  2. have an annual income of not less than AED 1,000,000 (one million dirhams); and
  3. undertake that he has the sufficient knowledge and experience in the field of the relevant investment and its risks, or that he is represented by an entity licensed by SCA in a manner that does not contravene the terms of its licensing.

All Second Tranche Subscribers must hold an NIN with the ADX.

If all of the Offer Shares in the Second Tranche are not fully subscribed, then the Offer will be withdrawn.

The minimum application size for the subscribers in the Second Tranche is AED 1,000,000.

There is no maximum application size for subscribers in the Second Tranche.

Subscribers must complete the application form relevant to their Tranche, providing all required details. Subscribers who do not provide the NIN with ADX and bank account will not be eligible for subscription and will not be allocated any Offer Shares.

Subscribers may only apply in one Tranche. In the event a person applies in more than one Tranche, then the Receiving Banks and the Joint Lead Managers may disregard one or both of such applications.

The Receiving Bank through which the subscription is made will issue to the Subscriber an acknowledgement of receipt which the Subscriber has to keep until the Subscriber receives the allotment notice. One copy of the subscription application after being submitted, signed and stamped by the Receiving Bank shall be considered an acknowledgement for receipt of the subscription application. This receipt shall include the data of the Subscriber, address, amount paid, details of the payment method, and date of the investment. The acknowledgement in the case of Electronic Applications via online internet banking, mobile banking application and ATM would provide basic information of the application such as NIN number, Amount, Date and Customer bank account details.

If the address of the Subscriber is not filled in correctly, the Company, the Selling Shareholders, the Joint Lead Managers and the Receiving Banks take no responsibility for non-receipt of such allotment advice.

Subscribers may apply for shares in only one Tranche. In the event a person applies in more than one tranche, the Receiving Banks and the Joint Lead Managers may disregard one or both of such applications.

Each subscriber in the First Tranche may submit one subscription application only:

  1. in the case of a subscription application by a natural person, in his or her personal name (unless he or she is acting as a representative for another Subscriber, in which case the subscription application will be submitted in the name of such Subscriber); or
  2. in the case of a subscription application by a corporate entity, in its corporate name. In case a Subscriber submits more than one application in his or her personal name or its corporate name, the Receiving Banks and the Joint Lead Managers reserve the right to disqualify all or some of the Subscription Applications submitted by such Subscriber and not to allocate any Offer Shares to such Subscriber.

Subscribers shall submit the following documents along with their subscription application forms:

For individuals who are UAE or GCC nationals or nationals of any other country:

  • The original and a copy of a valid passport or Emirates identity card; and
  • In case the signatory is different from the Subscriber:
    • The duly notarized power of attorney held by that signatory or a certified copy by UAE-regulated persons/bodies, such as a notary public, or as otherwise duly regulated in the country;
    • The original passport/Emirates ID of the signatory for verification of signature and a copy of the original passport/Emirates ID; and
    • A copy of the passport/Emirates ID of the Subscriber for verification of signature.
  • In case the signatory is a guardian of a minor, the following will be submitted:
    • Original and copy of the guardian’s passport/Emirates ID for verification of signature;
    • Original and copy of the minor’s passport; and
    • If the guardian is appointed by the court, original and copy of the guardianship deed attested by the court and other competent authorities (e.g. notary public).

For corporate bodies including banks, financial institutions, investment funds and other companies and establishments:

  • UAE registered corporate bodies:
    • The original and a copy of a trade license or commercial registration for verification or a certified copy by one of the following UAE-regulated persons/bodies; a notary public or as otherwise duly regulated in the country.
    • The original and a copy of the document that authorizes the signatory to sign on behalf of the subscriber and to represent the subscriber, to submit the application, and to accept the terms and conditions stipulated in the Prospectus and in the subscription form; and
    • The original and a copy of the passport/Emirates ID of the signatory.
    • Foreign corporate bodies: the documents will differ according to the nature of the corporate body and its domicile. Accordingly, please consult with the Joint Lead Managers to obtain the list of required documents.

Please also refer to questions 5.12 and 5.13 for further requirements in respect of e-subscriptions.

The First Tranche: 

The offering of shares is divided as follows:

The first tranche: Size: 10% (ten per cent) of the Offer Shares, representing 114,558,201 (one hundred fourteen million five hundred fifty-eight thousand two hundred one) shares. The selling shareholders reserve the right to amend the size of the first tranche at any time prior to the end of the subscription period at their sole discretion, subject to the approval of the SCA. Any increase in the size of the first tranche will result in a corresponding reduction in the size of the Second Tranche provided that the subscription percentage of the subscribers in the second tranche does not fall below 60% of the Offer Shares and the subscription percentage of the subscribers in the First Tranche does not exceed 40% of the Offer Shares in aggregate.

Minimum application size:

AED 5,000, with any additional application in increments of AED 1,000.

Maximum application size:

There is no maximum application size.

Allocation policy:

In case of over-subscription in the First Tranche, Offer Shares will be allocated to First Tranche Subscribers pro rata to each Subscriber’s subscription application amount based on the final offer price. Applications will be scaled back on the same basis if the First Tranche is over-subscribed. Any fractional entitlements resulting from the pro rata distribution of Offer Shares will be rounded down to the nearest whole number. Shares will be allocated in accordance with the aforementioned allotment policy, based on the Final Offer Price.

Unsubscribed Offer Shares:

If all of the Offer Shares allocated to the First Tranche are not fully subscribed, the unsubscribed Offer Shares shall be available to Second Tranche subscribers, or alternatively (in consultation with SCA) the Selling Shareholders may extend the Closing Date for the First Tranche and the Second Tranche, and/or close the Offering at the level of applications received.

The Second Tranche:

90% (ninety per cent) of the Offer Shares representing 1,031,023,810 (one billion thirty-one million twenty-three thousand eight hundred ten) Shares.

Minimum application size:

The minimum application size is AED 1,000,000.

Maximum application size:

There is no maximum application size.

Allocation policy:

Allocations within the Second Tranche will be determined by the Company and the Selling Shareholders, in consultation with the Joint Lead Managers (excluding HSBC Bank Middle East Limited in connection with any Offering to natural persons). It is therefore possible that subscribers who have submitted applications in this tranche may not be allocated any Offer Shares or that they are allocated a number of Offer Shares lower than the number of Offer Shares mentioned in their subscription application.

Discretionary allocation:

The Company and the Selling Shareholders reserve the right to allocate Offer Shares in the Second Tranche in any way as they deem necessary.

Unsubscribed Offer Shares:

If all the Offer Shares allocated to the Second Tranche are not fully subscribed, then the Offer will be withdrawn. If the Offer is withdrawn, the subscription amounts will be fully refunded to the Subscribers, along with any accrued profits.

The final offer price and the final offering size will be announced on 20 October 2021 after the closing of the subscription for the second tranche on 19 October 2021.

The minimum subscription for Offer Shares in the First Tranche has been set at AED 5,000, with any additional investment to be made in increments of at least AED 1,000. The minimum subscription for Offer Shares in the Second Tranche has been set at AED 1,000,000 (see the section on “Subscription Amounts” in the first section of the Prospectus for further details).

No maximum subscription in Offer Shares has been set.

There are multiple channels available, including:

  • Through the ADX SAHMI app (UAE Pass registration is mandatory to use the SAHMI platform)
  • Through accredited brokerage firms
  • Through customer service offices at all branches of the Abu Dhabi Securities Exchange
  • By calling the ADX call centre number 800239

The required documents to set up a NIN include:

  • UAE Nationals: valid copy of Emirates ID
  • UAE Residents: valid copy of Emirates ID and passport
  • Non-UAE Residents: valid copy of passport plus another form of ID from country of residence and an IBAN letter from the relevant bank account

Method of payment for First Tranche:

The subscription application must be submitted by a Subscriber to the Receiving Banks and the NIN with ADX and the Subscriber’s bank account number must be provided, together with payment in full for the amount it wishes to use to subscribe for the Offer Shares, which is to be paid in one of the following ways:

  • Certified bank cheque (Manager’s cheque) drawn on a bank licensed and operating in the UAE, in favor of “Fertiglobe plc– IPO”; or
  • Debiting a Subscriber’s account with a Receiving Bank; or
  • Electronic subscriptions

Details of the Subscriber’s bank account must be completed on the subscription application form even if the application amount will be paid by Manager’s cheque.

The subscription amount may not be paid or accepted by us using any of the following methods:

  • In cash;
  • Cheques (not certified); or
  • Any other mode of payment other than mentioned those just mentioned.

The Receiving Bank may also have its own electronic channels (ATMs, on-line internet banking applications, mobile banking applications, etc.) interfaced with the ADX eKtetab IPO system. By submitting the electronic subscription application, the customer submitting the application is accepting the Offering terms and conditions on behalf of the Subscriber and is the relevant Receiving Bank to pay the total subscription amount by debiting the amount from the respective bank account of the customer and transferring the same to the offer account in favour of “Fertiglobe IPO” held at the Receiving Bank, as detailed in the subscription application.

The submission of an electronic application will be deemed to be sufficient for the purposes of fulfilling the identification requirements and accordingly, the supporting documentation in relation to applications will not apply to electronic applications under this section. Notification of the final allocation of Offer Shares and the refund of proceeds for unallocated Offer Shares (if any) and any interest thereon following the closing of the offer period and prior to the listing of the Shares shall be performed solely by, and processed through, the Receiving Bank in which the electronic subscription application was submitted.

Subscription applications may also be received through UAE Central Bank Fund Transfer (“FTS”) mode. The investor choosing the FTS method will be required to provide their valid NIN with ADX along with the value of Offer Shares subscribed for in the special instructions field.

FAB E-Subscription

Access https://www.bankfab.com/en-ae/cib/iposubscription

Refer to the “How to subscribe page” and follow the instructions and submit subscriptions for the First Tranche.

Subscription applications submitted to Al Maryah Community Bank LLC may be made through electronic channels for individual subscribers. Other investors should submit their application to the branch of Al Maryah Community Bank LLC listed below.

Access “https://www.mbank.ae/IPO” and refer to the section “How to subscribe” for instructions on subscribing to the First Tranche through Al Maryah Community Bank LLC’s Mbank UAE app on your mobile device (the app is available for download on the Apple App store and Google Play).

In case of any issues with subscribing electronically, applications will be submitted to the following Al Maryah Community Bank branch between 8 a.m. and 5 p.m.: Al Maryah Community Bank LLC, 454 Shakhbout Bin Sultan Street, Abu Dhabi, UAE.

Note: Subscription applications through Al Maryah Community Bank LLC will only be accepted if made by UAE residents.

To apply through ADX ePortal Subscriptions, please access:

For Arabic – https://www.adx.ae/Arabic/Pages/ProductsandServices/ipo.aspx

For English – https://www.adx.ae/English/Pages/ProductsandServices/ipo.aspx

Refer to the “ADX IPO ePortal Subscription Instructions” page and follow the instructions. Click on the IPO Subscription Link provided to subscribe for the First Tranche. (Applicable only for investors who do not have accounts with the Receiving Bank). 

Subscription amounts paid by way of cheque must be submitted by 12pm (mid-day) on 16 October 2021.

Subscription for retail investors will close on 18 October 2021 but please note that:

  • Subscription amounts paid by way of cheque must be submitted by 12pm (mid-day) on 16 October 2021.
  • Subscription applications received through FTS must be made before 12pm (mid-day) on 17 October 2021.
  • Subscription through Receiving Banks designated branches must be made before 1.00 PM on 18 October 2021.

Book building is a mechanism, pursuant to which the price is set prior to the offering.

The book building process comprises the following steps:

  1. The issuing company hires one or more investment banks to act as underwriters who are tasked with assisting the issuing company determining the price range at which the security can be sold for and drafting a prospectus to send out to the investors.
  2. The appointed investment banks invite certain qualified investors, normally, but not restricted to, large-scale sophisticated buyers and fund managers, to submit bids on the number of shares that they are interested in buying and the prices that they would be willing to pay for such shares and recording the qualified investors’ opinions in the register specifically for recording the subscription orders for the shares offered.
  3. The book is “built” by listing and evaluating the aggregated demand for the issue from the submitted bids. The underwriters analyse the information and, based on that analysis, determine with the issuing company and its selling shareholders the final price for the shares, which is termed the final offer price.
  4. Shares for submitted bids pertaining to the Second Tranche, are then allocated among the accepted bidders, at the discretion of the issuing company and its selling shareholders.
6. Individual and Other Tranche

On 26 October 2021 an SMS notification will be sent regarding final allocation.

Commencement of refunds related to the investment surplus to the Investors as well as commencement of dispatch of registered mail relating to allotment of shares will be communicated on 26 October 2021. 

Within five (5) working days of the allocation (which will occur on 26 October 2021), the surplus subscription amounts, and any accrued profit resulting thereon, shall be refunded to subscribers in the first tranche who did not receive Offer Shares.

Further subscription amounts and any accrued profit resulting thereon shall be refunded to the subscribers in the First Tranche whose applications have been rejected.

Please contact your relationship manager at the Receiving Bank for further details.

Trading is expected to begin on or around 27 October 2021, subject to regulatory approvals. From this date, shares in the Company will be available to buy and sell.

List of Participating Branches
Lead Receiving Bank - First Abu Dhabi Bank PJSC
Branch Name
Branch Location-Area
Customer Timing
IPO Subscription Timings
Branch Address
1
Business Park, Abu Dhabi
Abu Dhabi
08: am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Khalifa Park Al Qurm, PO BOX: 6316
2
Al Ain New
Al Ain – Abu Dhabi
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Al Ain New PO BOX: 17822
3
FAB One Tower, Abu Dhabi
Abu Dhabi
08:00 am to 03:00 pm (Sat- Thur);
8 am to 1 pm – Sat – Thurs.
Intersection of Shaikh Khalifa street and Baniyas street, PO BOX: 2993
4
Al Batin
Abu Dhabi
08:00 am to 03:00 pm (Sat- Thur);
8 am to 1 pm – Sat – Thurs.
Street No. 9 Next to Bateen Bus Terminal and Al Bateen Mall; PO BOX: 7644
5
Sheikh Rashid Road Branch
Abu Dhabi
08:00 am to 02:00 pm (Sat- Thur);
8 am to 1 pm – Sat – Thurs.
Airport Street – Ramy Hotel Building – Abu Dhabi
6
Bur Dubai
Dubai
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Abdulla Al Rostamani Building, Khalid Bin Walid Road, Bur Dubai; PO BOX: 115689
7
Sheikh Zayed Rd.
Dubai
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
ALQUZE NEXT TO GOLDEN DAIMOND; PO BOX: 52053
8
Jumeirah Branch
Dubai
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Link International Building, Jumeirah Beach Road Umm Suqeim
9
Deira Branch (ABS)
Dubai
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Abu Baker Al Siddique Rd, Deira
10
Jabal Ali Branch
Dubai
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Near Gate No.5, Adjacent to Dubai Chamber Office
11
RAK (LNBAD)
RAK
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
FAB RAK (LNBAD), Corniche Al Qawasim Road, Near to NMC Royal Medical Center, RAK
12
Fujairah
Fujairah
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Opposite to Plaza Theatre Hamdan Bin Abdulla street; PO BOX: 79
13
Sharjah
Sharjah
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Al Reem Plaza, Ground floor Buheira Corniche, Sharjah; PO BOX: 1109
14
Umm Al-Quwain
UAQ
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Building No 211, King Faisal Road Al Maidan Area, Umm Al Quwain; PO BOX: 733
15
Ajman
Ajman
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Lulu Center, Al Ittihad street, Downtown, Ajman
16
Salam Street
Abu Dhabi
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Salam Street, Abu Dhabi
17
Khubeirah
Abu Dhabi
08:00 am to 02:00 pm (Sat- Thur);
8 am to 1 pm – Sat – Thurs.
Near Spinneys, Khalidya Street Abu Dhabi
18
Oud Al Touba
Al Ain – Abu Dhabi
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Oud Al Touba Area, National housing loans bulding, Ali Bin Abi Talieb street, Al Ain
19
Ruwais
Abu Dhabi
08:00 am to 02:00 pm (Sat- Wed); 08:00 am to 01:00 pm (Thu)
8 am to 1 pm – Sat – Thurs.
Central Market, ADNOC Housing complex, Ruwais
20
ADNOC HO
Abu Dhabi
08:00 am to 03:00 pm (Sun – Thu)
8 am to 1 pm – Sat – Thurs.
ADNOC HQ – ABU DHABI Corniche Street
21
ZADCO – Khalifa Energy Complex
Abu Dhabi
08:00 am to 03:00 pm (Sun – Thu)
8 am to 1 pm – Sat – Thurs.
ZADCO CASH OFFICE – Corniche Street, Abu Dhabi
Receiving Bank – Al Maryah Community Bank LLC
Branch Name
Branch Location-Area
Customer Timing
IPO Subscription Timings
Branch Address
1
Business Park, Abu Dhabi
Al Maryah Community Bank LLC
08:00 am to 05:00 pm (Sat- Thurs);
8 am to 5 pm – Sat – Thurs.
454 Shakhbout Bin Sultan Street, Abu Dhabi, UAE

How can I subscribe for shares?

The subscription application must be submitted to First Abu Dhabi Bank or Al Maryah Community Bank – contact details listed below and in the Prospectus – along with the NIN and your bank account number, together with payment in full for the amount you wish to use to subscribe for the Offer Shares, which is to be paid in one of the following ways:

  • Certified bank cheque (Manager’s cheque) drawn on a bank licensed and operating in the UAE, in favor of Fertiglobe plc – IPO; or
  • Debiting a Subscriber’s account with First Abu Dhabi Bank or Al Maryah Community Bank; or
  • Electronic Subscriptions (please refer to the section on Electronic Subscription in the Prospectus and FAQ).

Details of your bank account must be completed on the subscription application form even if the application amount will be paid by Manager’s cheque. The subscription amount may not be paid or accepted by First Abu Dhabi Bank or Al Maryah Community Bank using any of the following methods:

  • In cash;
  • Cheques (not certified); or
  • Any other mode of payment other than mentioned above.

Please read the ADX Prospectus or FAQs  for further detail on the subscription process for First Abu Dhabi Bank or Al Maryah Community Bank and ADX. Alternatively, please call customer support below.

  • First Abu Dhabi Bank or Al Maryah Community Bank: +971 2 616 1800
  • Al Maryah Community Bank: 600 57 1111
  • ADX: adx.ae or 800239
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