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

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.

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