Ashurst advises ADNOC in real estate investment partnership with Abu Dhabi Pension Fund

March 2021

Ashurst has advised the Abu Dhabi National Oil Company (“ADNOC”) on its strategic real estate investment partnership with the Abu Dhabi Pension Fund (“ADPF”). The partnership will see ADPF invest in an ADNOC entity that holds lease rights to a diversified portfolio of real estate assets located in the Emirate of Abu Dhabi (the “Portfolio”), which are valued at USD5.5 billion. This transaction follows the USD2.7 billion investment relating to the same assets in September last year by accounts and entities owned and/or advised by Apollo Global Management Inc. and a group of institutional investors, on which Ashurst also advised ADNOC.

Under the terms of the transaction, ADPF will acquire a 31 per cent shareholding in Abu Dhabi Energy Real Estate Company – Sole Proprietorship LLC (“ADEREC”), the company which holds ADNOC’s 51 per cent stake in Abu Dhabi Property Leasing Holding Company RSC Limited ( “ADPLHC”), for USD900 million. ADPLHC holds long-term leasehold interests in the Portfolio and was created to leverage the rental income streams. Following the completion of the transaction, ADNOC will hold 69 per cent and ADPF 31 per cent of ADEREC, whilst Apollo and its subsidiaries will continue to directly hold 49 per cent of ADPLHC.

ADNOC will continue to maintain full ownership and control over the Portfolio, as well as responsibility for all operations and maintenance.

The Ashurst team was led by partner Stuart James, assisted by senior associate Johnson Lo and associates Rushal Noor and Caitlin McPhee.

Stuart James commented,”It was a privilege to advise ADNOC on this important transaction with ADPF, another local investment partnership to deliver growth and drive value from ADNOC’s high quality assets for the benefit of the UAE. The deal again highlights ADNOC’s success in creating attractive long term investment opportunities for local as well as international investors, and its critical role in driving the country’s growth and economic diversification strategy.”