Al Tamimi & Company advises ADNOC Gas on landmark USD2.84 billion Secondary Public Offering

Al Tamimi & Company has announced its role in advising ADNOC Gas on the successful completion of its secondary public offering valued at USD2.84 billion. This offering, which represents 4 per cent of ADNOC Gas’ share capital, marks the largest-ever placement on the Abu Dhabi Securities Exchange (ADX) and the UAE’s first fully marketed offering.

Al Tamimi & Company had previously advised ADNOC Group on the initial public offering (IPO) of ADNOC Gas in 2023. The secondary offering launched on February 20, 2025. The offering saw 3.07 billion shares made available to institutional investors, with total demand reaching AED46 billion (USD12.5 billion), oversubscribed by 4.4 times. This remarkable result highlights the strong interest from institutional investors and positions the offering as one of the largest in the UAE for 2025.

The deal, which expanded ADNOC Gas’ free float from 5 per cent to 9 per cent, was carefully structured to enhance market liquidity while maintaining the integrity of ADNOC Gas’ capital structure, ensuring no dilution to existing shareholders. Al Tamimi & Company’s team, led by Andrew Tarbuck and Haya Al Barqawi, provided UAE legal counsel to the transaction.

Al Tamimi & Company worked closely with ADNOC’s international counsel, Gibson Dunn LLP, and with the banks managing the transaction, including BofA Securities, Citi, EFG-Hermes, First Abu Dhabi Bank, HSBC, and International Securities.

The successful execution of this offering is a milestone for ADNOC Gas and the UAE’s capital markets, as it not only marks the largest share placement in ADX history but also paves the way for ADNOC Gas to be included in major global indices such as MSCI Emerging Markets and FTSE Emerging Markets. This inclusion is expected to attract long-term passive investment, driving further growth and stability for ADNOC Gas in the global market.

Andrew Tarbuck, head of corporate commercial at Al Tamimi & Company, said, “We are extremely proud to have been part of this landmark transaction. The success of this secondary public offering reflects the strength and credibility of ADNOC Gas, and it is a clear testament to the sophistication of the UAE’s capital markets. Our team’s role in advising ADNOC Group on this high-profile deal reinforces our commitment to providing exceptional legal support in the region’s most complex and strategic transactions.”

Haya Al Barqawi, Associate at Al Tamimi & Company, supported Andrew Tarbuck throughout the deal.