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Drilling for Value

A leading global drilling operator and Saudi Arabia’s national leader in offshore drilling

Initial Public Offering (IPO)

Embarking on the next stage of the Group's journey

ADES Holding Company (“ADES” or the “Group”) is pleased to announce its intention to offer 30% of its share capital to the public through an IPO and listing its shares on the Main Market of the Saudi Exchange, creating opportunities for investors to participate in one of Saudi Arabia’s most prominent sectors.

The IPO of ADES comprises an offer of 338,718,754 ordinary shares, representing 30% of the Company’s issued share capital through the sale of a mix of existing shares and newly issued shares.

338,718,754

total offer shares

30%

of the Company’s issued share capital (after the capital increase)

101,615,626

sale shares

237,103,128

newly issued shares

100%

offer shares will be allocated to institutional investors

10%

offer shares to be clawed back and offered to retail investors

Message from the
Leadership

Ayman Abbas

Chairman of ADES

Chairman's Message

"Since inception, ADES has grown from a local driller operating predominantly in North Africa to one of the largest drilling operators in the MENA region with a fleet of 85 rigs and operations spanning seven countries, including India where three rigs will be operating in 2023. We are now present in the most attractive drilling markets globally and partner of choice for the largest and most reliable energy suppliers around the world. Our IPO will support us in continuing to deliver growth and cement our position as the leader in the jackup drilling market in Saudi Arabia and globally."

CEO's Message

"ADES’ IPO on the Saudi Exchange marks an important milestone for the Company and is a key step in realising our ambitious growth strategy. Our extensive track record of operational excellence and successful growth, underpinned by our high-quality client relationships, resilient business model and solid backlog, means we are well positioned to deliver strong returns to shareholders. Our IPO offers international and retail investors a highly compelling opportunity to invest in a leading global drilling operator with a growing international footprint."

Dr. Mohamed Farouk

CEO of ADES

85 rigs

in 7 countries

SAR 27.6 billion

total backlog as of 30 June 2023G

98% effective utilisation

rate for the year ended 31 December 2022G

SAR 1.98 billion

total revenue from contracts with customers in H1 2023G (SAR 2.5 billion in FY 2022G)

47.0% EBITDA margin

in H1 2023G (42.5% in 2022G)

0.10 per 200.000 working hours

total recordable injury rate for 2022G (compared to IADC 2022 average rate of 0.67)

Company in numbers

Leading global drilling operator focused on the most attractive and resilient drilling markets with a growing global footprint

Investment Highlights

  • ADES has built an extensive track record of operational excellence, formed longstanding relationships with well-regarded clients and developed a deep understanding of market volatility.
  • The Group grew from a local driller operating predominantly in North Africa to one of the largest drilling operators in the MENA region with a fleet of 85 rigs and operations spanning seven countries, including India where three rigs will be operating in 2023.
  • Over the past decade, the Group expanded its footprint across key geographies, leveraging its ability to identify underserved, niche profitable markets and acquiring value-accretive, distressed assets and companies.
  • In line with its targeted expansion preliminary in the GCC countries, the Group’s backlog increased from SAR 3.5 billion (USD 0.9 billion in 2020G to SAR 27.4 billion (USD 7.3 billion) in 2022G with 97% coming from GCC.
  • The Group is the largest shallow water driller in the market in which it operates46 and has become the partner of choice for key energy suppliers in its markets.
  • The Group is present in the most attractive drilling markets globally. The Middle East is characterised by low extraction costs, non-harsh environments, and a predominance of drilling intensive legacy fields, making the region less affected by short-term oil price volatility.
  • The Group is the national leader in offshore drilling in the Kingdom of Saudi Arabia and is the largest jack-up rig operator for Saudi Aramco. It has 33 jack-up rigs contracted in the Kingdom of Saudi Arabia, all of which have been added since 2016G, translating to an approximately 36% market share as at 31 December 2022G.
  • The Group benefits from high barriers to entry in markets in which it operates, such as significant capital requirements to acquire new assets, a stringent pre-qualification process, local content requirements, rig supply chain constraints, long lead time to build new rigs, and stringent technical specifications for rigs.
  • With its existing large fleet of 46 jack-up rigs, the Group is the largest offshore jackup rig operator in its markets and is well-positioned to benefit from the increased demand for and scarcity of jack-up rigs in the future.
  • The Group is one of the leading drillers in terms of local content due to its ability to provide a substantial portion of services utilizing local workforce in each individual market.
  • The Group’s business model is primarily focused on resilient sub-segments of the drilling industry and is founded on a lean cost structure, which has allowed it to achieve a track record of profitable growth throughout cyclical market conditions in the oil and gas industry.
  • The Group operates primarily in regions with low costs of production that are dominated by NOCs and is focused on the largest and most resilient drilling markets across the MENA region, namely the Kingdom of Saudi Arabia, Kuwait and Qatar, which are key for the global security of energy supply.
  • The Group’s lean cost structure is characterised by a high-skill, low-cost, local workforce, an in-house maintenance and technical team, and lean organisational structure, enabling the Group to save on operating costs by maximising the utilisation and efficiencies of acquired rigs.
  • Supported by a solid backlog, the Group has a proven ability to perform through cycles and maintained actual utilization rates of 89%, 94% and 98% in 2020G, 2021G and 2022G, respectively.
  • The Group’s revenue from contracts with customers has increased from SAR 1.695 billion (USD 452 million) in 2020G and SAR 1.514 billion (USD 404 million) in 2021G to SAR 2.467 billion (USD 658 million) in 2022G.
  • The Group maintained a steady EBITDA margin since 2014G, despite significant volatility in the price of oil and gas, with an average of 42.3% between 2020G and 2022G
  • The Group put in place a project management framework structured around four key pillars, program management, shipyards, staffing, and procurement and logistics, to ensure seamless and efficient delivery of future deployments of rigs to its clients.
  • The Group has cultivated a client base dominated by the largest global NOCs, who are focused on delivering on long-term strategies and are less susceptible to short-term energy price cycles.
  • In line with its targeted expansion preliminary in the GCC countries, the Group’s backlog increased from SAR 3.5 billion (USD 0.9 billion in 2020G to SAR 27.4 billion (USD 7.3 billion) in 2022G with 97% coming from GCC.
  • The Group is well-positioned to benefit from Saudi Aramco’s growth plans because it has aligned its capabilities and asset base to Saudi Aramco’s needs and requirements.
  • The Group is currently delivering one of the largest rig deployment programs ever awarded to a driller by Saudi Aramco after winning two large tenders in 2022G consisting of a total of 16 rigs, in addition to three contracted rigs that were transferred to the Group after it acquired Seadrill rigs. As at May 2023G, 7 drilling rigs have been deployed into operation and 12 drilling rigs are still under preparation and are scheduled for delivery during the fourth quarter of 2023G.
  • The Group’s operational excellence and strong health and safety records underpin its strong client relationships and long-standing contracts, enabling it to generate predictable cash flows and a substantial backlog.
  • In line with its targeted expansion preliminary in the GCC countries, the Group’s backlog increased from SAR 3.5 billion (USD 0.9 billion in 2020G to SAR 27.4 billion (USD 7.3 billion) in 2022G with 97% coming from GCC.
  • The Group’s client contracts have a weighted average residual contract term of 5.8 years.
  • The Group takes a disciplined and non-speculative approach to acquiring assets and makes acquisitions primarily using:
    • a “buy to contract” method, in which it secures a contract before finalising the acquisition, or;
    • a “contract acquisition” method, in which it acquires an asset with an ongoing contract that can be novated to the Group.
  • The Group has a strong track record of procuring, commissioning and successfully integrating the rigs it acquires in a short period.
  • The Group has proven to be extremely nimble in capturing market opportunities and pivoted quickly from acquiring legacy assets to acquiring premium assets since 2021G, when the prices of premium assets dropped and returns on these investments met the Group’s relevant investment thresholds.
  • In 2022G, the Group completed the acquisition of 24 rigs and entered into a final agreement to acquire a further two rigs.
  • The Group targets payback up to five to seven years, depending on the asset, contract framework and country of investment.
  • In addition to the acquisitive growth, the Group has also grown organically due to its lean cost structure and strong client relationships.
  • The Group, through its subsidiaries, is an active member of industry organisations such as International Marine Contractors Association (“IMCA”) and the International Association of Drilling Contractors (“IADC”), and all the operational offshore rigs in its fleet are either IACS-certified or pending recertification.
  • The Group has consistently maintained a strong position within Saudi Aramco’s Rigs Efficiency Index (“REI”), a key performance indicator considered by Saudi Aramco when awarding long-term contracts, with an average REI score of 90 for the three years ended 31 March 2023, as well as a “high performance” or above rating for 20 out of a total of 25 rigs contracted and operational with Saudi Aramco.
  • The Group’s longstanding commitment to HSE has enabled it to maintain a strong safety track record, with zero employee fatalities and a total recordable injury rate of 0.1 per 200,000 working hours, which is lower than the IADC worldwide standard rate of 0.67 as at 31 December 2022G.
  • The Group is developing new tools to improve safety records, such as the “Rig Eye”, an on-site camera-based artificial intelligence system to increase operational efficiency and prevent rig accidents.
  • ADES is considered to be among the first drillers to launch a project with the aim to reduce emissions from engines by 6% by 2030G and is currently testing new ways to reduce emissions to meet clients’ targets.
  • The management team comprises diverse, high-calibre professionals with a deep understanding of the industry’s dynamics and inefficiencies and significant industry experience gained from global and local corporations.
  • The management’s diverse professional backgrounds are a key strength as they facilitate the Group’s ability to transfer best practices from different industries and introduce innovative solutions to address complex client needs.
  • The Group also has backing from long-term shareholders who provide unique market access and strategic know-how. ADES Investments Holding Limited, the PIF and Zamil Investment Limited own 54.5%, 35.5% and 10.0% stakes in the Company, respectively, thereby being key strategic supporters of the Group’s growth.

Our Leadership

Decades of experience across the value chain

Board of Directors

Ayman Abbas

Chairman

Dr. Mohamed Farouk

Vice Chairman

Fadi Al Said

Director

Muteb Al Shathri

Director

Hatem Soliman

Director

Abdulrahman Al Zamil

Director

Management Team

Dr. Mohamed Farouk

Group CEO & Vice Chairman

Hussein Badawy

Chief Financial Officer

Morcos Ekladious

Group General Counsel

Montaser Samy

Vice President - Saudi Arabia

Mehdi Hamel

Global Director of Safety, Health,
Environment and Risk Management

Ahmed Abdelhady

Chief Commercial
and Strategy Officer

Mohammed Saad

Vice Chairman of the Company
for Asset Management

Manoj Parmesh

Chief Human Resources Officer

Wissam Al Adany

Chief Information Officer

Ammar Abbas

Vice President
Supply Chain Management

Ayman Abbas

Chairman

Ayman Mamdouh Mohamed Fathi Abbas has been involved in ADES Group’s Board since inception and has held position of Chairman since 2003. He has played a key role in transforming the Company into a global player.

In addition to his positions on the Board of ADES Group, Mr. Ayman has held executive positions in several organizations, including Director General for Schneider Electric Engineering Services, and Executive Chairman for ADES International Holding Ltd. He was also previously Chairman for Tenth of Ramadan for Pharmaceutical Industries and Diagnostic Reagents (Rameda) SAE, an Egyptian joint stock company listed on the EGX, and ADES Egypt.

Mr. Ayman holds a Bachelor’s degree in Business Administration from the American University in Cairo, Egypt.

Dr. Mohamed Farouk

Vice Chairman

Dr. Mohamed Farouk Mohamed Abdelmeguid Abdelkhalek has been a member of the ADES’s Board and has served as chief executive officer since 2012, during which time he has led the Company’s expansion into new markets and services as ADES transforms into a leading global rig operator headquartered in Al Khobar- Saudi Arabia since 2022.

Dr. Farouk joined the Group from Invensys Operations Management (IOM), a FTSE 100 company, where he was most recently senior vice president for global delivery and operations based in Texas. He served earlier with Invensys as Director of Invensys Global Engineering Excellence Centers in Egypt, India, China and Argentina, prior to which he was the General Manager of Invensys Engineering and Services in Egypt. He began his career in 1991 as a Project Engineer at ConiSys Egypt, a provider of control and instrumentation systems technology.

Dr. Farouk holds a PhD in systems engineering and control from Case Western Reserve University of Ohio, USA. He was subsequently an associate professor of electrical engineering at Cairo University. His past directorships include service to the board Schneider Electric for Process Systems; he is currently the Non-Executive Chairman of Schneider Electric Engineering and services Egypt, and Board Member of Rameda Pharmaceutical.

Muteb Al Shathri

Director

Muteb Mohammed Saad Alshathri brings extensive industry experience to his role as Board Member at ADES Group. He is heavily involved in Saudi Arabia’s investment funds, as well as Vice Chairman of the Saudi Jordanian Investment Company, the Saudi Sudanese Investment Company, the Saudi Bahranian Investment Company and the Saudi Iraqi Investment Company. He is also a Board Member at the Saudi Egyptian Investment Fund, and the Saudi Tourism Fund.

Additionally, Mr. Muteb is also a Senior Director at the Saudi Public Investment Fund, Chairman of the Board of Depa PLC, Vice Chairman of the Board of Qassim Cement, and a Board Member in the Saudi Ceramic Company and Capital Bank. He previously served as an Advisor at Saudi Aramco and Manager at Riyadh Investment Company.

Mr. Muteb graduated from Northwest University with a bachelor’s degree in Industrial Engineering, and later earned an MBA from Harvard University.

Fadi Al Said

Director

Fadi Adel Mohamed Al Said brings a wealth of experience to ADES Group’s Board. He also currently sits on the Boards of B-TECH, Depa PLC, and the Saudi Jordanian Investment Fund (SJIF).

He also holds the position of Senior Director at the Saudi Public Investment Fund (PIF), the sovereign wealth fund of Saudi Arabia.

Previously, Mr. Fadi held several executive positions, including Managing Director and Head of MENA Investments for Lazard Asset Management in the UAE, and Manager and Head of MENA Investments for ING Investment Management.

Mr. Fadi graduated from the University of Jordan with a Bachelor of Economics, and earned an MBA from Cass Business School. He is also a CFA charterholder.

Hatem Soliman

Director

Hatem Ahmed Elsayed Soliman is a highly experienced sector professional who serves as a Board Member at ADES Group and a Director for ADES Holding Company. He is also a Director for several companies including OEC, a leading Brazilian company operating in the engineering, procurement, and construction field, ABYSS Services, an Australian Company operating in the Artificial Intelligence (AI) sector, Intro Group, and Ocyan, a Brazilian deep water drilling company.

Mr. Hatem has previously served as Board Member at both Exten and ADES International and was also Senior Adviser to Schlumberger’s Global CEO between 2017 and 2018. Prior to that, he served as Executive President of the Middle East, Asia, Pacific regions and Latin America at Schlumberger.

Mr. Hatem holds a bachelor’s degree in Electrical Engineering, which he received from Helwan University.

Abdullrahman Al Zamil

Director

Abdullrahman Khalid Abdullah Al Zamil has been a member of ADES Groups’ Board of Directors since 2021, he is also the Chairman of the Board at both Al Zamil Food Industries, and sits as President and Executive Board of Directors on the Board of Al Zamil Investment Group.

In addition, Mr. Abdullrahman is also Board member at many renowned companies, including Innovative Energy, MLM Investments, Dhahran Expo, Gulf Stabilizers Industries, and Yamama Factories for Red Bricks and Clay Products. In addition to being the Chairman of Zamil Food Industries, he is also the chairman of the company’s Executive Committee.

Mr. Abdullrahman holds a bachelor’s degree in Finance and Economics from King Fahd University, as well as a Master’s Degree in Executive MBA from London Business School.

Transaction Milestones

28

Aug 2023

Intention to Float

10

Sep 2023

Price Range Announcement and Institutional Book Building

20

Sep 2023

Final price announcement

26-28

Sep 2023

Retail Subscription period

04

Oct 2023

Announcement of the final allocation of the Offer Shares

10

Oct 2023

Refund of excess subscription amounts (if any)

How to subscribe

Frequently Asked
Questions

On 21 June 2023, the Capital Market Authority (“CMA”) approved the Company’s application for registering its share capital and Offering of 338,718,754 ordinary shares of the Company’s total capital by way of sale of 101,615,626 existing shares (the “Sale Shares”) by ADES Investments Holding Ltd., the Public Investment Fund (“PIF”) and Zamil Group Investment Ltd. (in proportion to their existing shareholding), together referred to as (the “Selling Shareholders”), and the issuance of 237,103,128 new shares (the “New Shares”) (referred to with the Sale Shares as the “Offer Shares” and each as an “Offer Share”) through a capital increase.

The Sale Shares represent 9% and the New Shares represent 21% of the Company’s issued share capital upon completion of the Offering, totalling 30% of the issued share capital (after issuance of the New Shares and the Company’s capital increase).

Please contact one of the selling agents listed below: SNB Capital Company (Lead Manager), Goldman Sachs Saudi Arabia, EFG Hermes Saudi Arabia and J.P. Morgan Saudi Arabia, as the Financial Advisors and Global Coordinators, or one of the Bookrunners (EFG Hermes Saudi Arabia, Goldman Sachs, J.P. Morgan Saudi Arabia, SNB Capital, GIB Capital, HSBC Saudi Arabia, Al Rajhi Capital and Saudi Fransi Capital) who can advise you on the process to invest. You may download the prospectus from the downloads section on this webpage for more details. We also recommend discussing your investment related queries with your financial advisor.

Subscription to the offer is available to: (1) Participating Parties: This tranche comprises the parties entitled to participate in the book-building process as specified under the Book-Building Instructions; and (2) Individual Subscribers: This tranche comprises Saudi Arabian nationals, in addition to any non-Saudi natural person who is resident in the Kingdom and any GCC natural person, provided they have a bank account with one of the Receiving Entities and an active stock portfolio with an affiliated Capital Market Institution. You may download the prospectus from the downloads section on this webpage for more details.

The final price of the share will be set after the institutional book-building process is complete.

Subscription FAQs

Key Documents

ITF Press Release

download

Prospectus

download

International Offering Circular

download

Price Range Announcement

download

Final Offer Price Announcement

download

Individual Subscriber Subscription Results Announcement

download

Joint financial advisors, bookrunners, global coordinators and underwriters

EFG Hermes

Email Website

Email Website

JP Morgan

Email Website

SNB Capital

Email Website

GIB Capital

Email Website

HSBC Saudi Arabia

Email Website

Al Rajhi Capital

Email Website

Saudi Fransi Capital

Email Website

Receiving banks

ANB

Website

alrajhi bank

Email Website

riyadh bank

Email Website

SNB

Email Website

Disclaimer

The following pages contain information relating to a proposed transaction by ADES Holding Company (the "Company"). This information may not be accessed by residents of certain countries based on applicable securities regulations.

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Disclaimer - Important

ELECTRONIC VERSIONS OF THE MATERIALS (THESE 'MATERIALS') YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ADES HOLDING COMPANY IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES, OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.

IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials

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Viewing the information in these Materials may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view these Materials.

The materials are for information purposes only and do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, the Republic of South Africaor in any jurisdiction in which such offers or sales are unlawful (the "Excluded Jurisdictions").  Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada, Japan or the Republic of South Africa.  Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.

The materials are only addressed to and directed at Saudi persons, non-Saudi natural persons who are resident in the Kingdom and GCC persons. 

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Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Materials are not being, and must not be, released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents, (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

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General

The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. The Company accepts no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.

Neither these Materials nor anything contained therein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors may only subscribe in the securities referred to in these materials on the basis of a duly approved prospectus to be issued and published in due course (the "Prospectus"). Copies of the Prospectus will, following publication, be available in the Company’s registered office and its website at https://adesgroup.com/. These Materials are not an offer document for the purposes of the the Rules on the Offer of Securities and Continuing Obligations (OSCOs) and should not be construed as such. The CMA and the Saudi Exchange do not take any responsibility for the contents of these Materials, do not make any representations as to their accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of these Materials.

There is no guarantee that the Offering will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering at this stage. These Materials do not constitute a recommendation concerning the Offering. Acquiring shares to which these Materials relate may expose an investor to a significant risk of losing the entire amount invested. Persons considering investment should consult an investment advisor or an authorized person specializing in advising on such investments.

Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guide to future performance, whether of the Company or its securities.

Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.

In the event of any discrepancy between these Materials and the Arabic language Prospectus, the Arabic language Prospectus will prevail.

These Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Company does not accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these Materials, you consent to receiving it in electronic form.

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Disclaimer - Important

ELECTRONIC VERSIONS OF THE MATERIALS (THESE 'MATERIALS') YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY ADES HOLDING COMPANY IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES, OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.

IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials.

Overseas persons

Viewing the information in these Materials may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view these Materials.

The materials are for information purposes only and do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such offers or sales are unlawful (the "Excluded Jurisdictions").  Any securities issued in connection with an offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or jurisdiction of the United States, Australia, Canada, Japan or the Republic of South Africa.  Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.

The materials are only addressed to and directed at persons in member states of the European Economic Area (the "EEA"), who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129), as amended ("Qualified Investors"). 

In the United Kingdom, the materials are being distributed only to, and is directed only at, persons who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented (including by the UK Prospectus Amendment Regulations 2019 and Financial Services and Markets Act 2000 (Prospectus) Regulations 2019), and who are persons (i) having professional experience in matters relating to investments so as to qualify them as “investment professionals” under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) together being “Relevant Persons”).  Any investment or investment activity to which the materials relate is available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of the EEA and will only be engaged with such persons.

Basis of access

Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.

Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Materials are not being, and must not be, released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents, (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

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These materials must not be, released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, Japan, the Republic of South Africa or any jurisdiction in which such offers or sales are unlawful.  Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa.

General

The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. The Company accepts no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.

There is no guarantee that the Offering will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering at this stage. These Materials do not constitute a recommendation concerning the Offering. Acquiring shares to which these Materials relate may expose an investor to a significant risk of losing the entire amount invested. Persons considering investment should consult an investment advisor or an authorized person specializing in advising on such investments.

Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guide to future performance, whether of the Company or its securities.

Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.

The international offering circular prepared in connection with the Offering is the sole legally binding document containing information about the Company and the Offering outside of the Kingdom of Saudi Arabia. In the event of any discrepancy between these Materials and the international offering circular, the international offering circular will prevail. Copies of the international offering circular will, following publication, be available from the Company’s registered office and its website at https://adesgroup.com/.

These Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Company does not accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these Materials, you consent to receiving it in electronic form.

You are responsible for protecting against viruses and other destructive items. Your receipt of these Materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature

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