ADNOC Logistics & Services plc — M&A Activity 2024

Jun 5, 2024

ADNOC Classification: Public

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ADNOC Logistics & Services to Acquire Navig8

Deal instantly positions ADNOC L&S as a global company in energy maritime logistics, expanding its reach with Navig8’s presence in 15 cities across five continents

Transaction is immediately value accretive, projected to boost ADNOC L&S earnings per share by at least 20% in the first full year

In 2023 Navig8 delivered EBITDA of around $400 million; transaction unlocks new growth opportunities and higher returns for ADNOC L&S

ADNOC L&S will unlock significant value through combined cost optimization and synergies, targeting over $100 million

Acquisition delivers on transformational growth strategy, building on Company’s strong track record in M&A activity, with ADNOC L&S progressing towards $5 billion+ strategic investment target just one year on from public listing

Navig8 is an international shipping pool operator and commercial management company with a fleet of modern tankers

This disclosure was updated on 06 June 2024 to clarify that the $100 million (AED367 million) savings target is over the lifespan of the project, and not per annum

Abu Dhabi, UAE – June 3, 2024: ADNOC Logistics and Services Plc (“ADNOC L&S” or the “Company”) (ADX symbol ADNOCLS / ISIN AEE01268A239), a global energy maritime logistics company, today announced an agreement to acquire Navig8 TopCo Holdings Inc. (“Navig8”) an international shipping pool operator and commercial management company with an owned fleet of 32 modern tankers and a presence in 15 cities across five continents.

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ADNOC Classification: Public

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The agreement, which is subject to customary regulatory approvals, will accelerate the Company’s global expansion as it progresses towards its medium-term strategic growth investment target, just one year after its listing.

Financial and Strategic Highlights

• Agreement terms : Under the terms of the agreement, ADNOC L&S will acquire 80% of Navig8 for $1.04 billion (AED3.8 billion) with economic ownership transfer effective from 1 January 2024, and further acquire the remaining 20% ownership in 2027 for a deferred consideration of $335 million to $450 million (AED1.2 billion to AED1.7 billion).

• Immediately value accretive : The acquisition will be immediately value accretive, aligning with the ADNOC L&S transformational growth strategy and investment target. The first full year of investment is projected to boost earnings per share by at least 20% for ADNOC L&S shareholders. Moreover, Navig8 delivered over $400 million (AED1.5 billion) EBITDA in 2023, equivalent to 44% of ADNOC L&S’ EBITDA in the same period.

• Synergies : ADNOC L&S will unlock significant value through cost saving synergies, with savings targets of over $100 million (AED367 million) over the lifespan of the project already identified through optimizing technical management costs and bunker spend.

• Global expansion: Navig8’s global footprint in 15 cities across five continents, and an owned fleet of 32 modern tankers, will greatly enhance ADNOC L&S’ international profile and expand its blue-chip customer base.

• New capabilities and enhanced services: ADNOC L&S’ service offering will include pooling, commercial management, bunker trading, technical management and ESGfocused digital solutions.

Captain Abdulkareem Al Masabi, CEO of ADNOC L&S , said: “This value accretive acquisition marks another major milestone as we deliver on our transformational growth strategy. The addition of Navig8’s presence in 15 international cities, fleet of tankers and worldclass services will expand our geographical footprint and service offering, cementing our position as a leading global energy maritime logistics and services company.”

ADNOC Classification: Public

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Following the successful completion of the acquisition, the current Navig8 management team will continue to operate the business on a day-to-day basis, while maintaining its current operations under the existing Navig8 brand, to ensure continued strength in business performance, while leveraging the complementary benefits of its partnership with ADNOC L&S.

Nicolas Busch, CEO of Navig8 , said: “Navig8 is excited by ADNOC L&S’ investment into the company, which is a great credit to the hard work and dedication of the Navig8 global team over the last 17 years making this partnership possible. The opportunity to work collaboratively with ADNOC L&S and the wider ADNOC Group brings together their extensive knowledge of energy markets with Navig8’s unique presence in the maritime sector. This will allow us to enhance the service and value we deliver to both our customers and the Navig8 group. We are very proud to support ADNOC L&S as they increase their global footprint.”

Accelerated Growth Trajectory

Last year, at the time of its public listing, ADNOC L&S committed to investing $4-5 billion (AED14.7-AED18.3 billion) over the medium term. Following its strong Q1 2024 financial performance and earnings outlook guidance upgrade, driven by continuing growth in activities across all business segments, the Company revised its growth guidance upwards with the intention to invest in excess of $5 billion (AED18.4 billion) in energy-related maritime logistics over the medium term, to meet growing demand in the UAE and beyond.

The Company experienced robust Q1 2024 financial results, reporting a 34% increase in net profit year-on-year, and an increase of 42% in revenues year-on-year. ADNOC L&S had a record-breaking IPO in 2023 that was 163 times oversubscribed, making it the most in-demand IPO worldwide at the time of listing, and the second largest IPO in the MENA region 2023. Since listing, ADNOC L&S’ share price has appreciated more than 100%. This is the latest in a series of successful M&A deals undertaken by the Company since its IPO.

“At the time of our public listing one year ago, we made a commitment to our shareholders and the market to accelerate our strategic investments over the medium term. We are progressing towards achieving our strategic growth investment target with major expansions of our fleet and global footprint. The acquisition of Navig8, combined with our recent shipbuilding activities, demonstrates that ADNOC L&S is delivering on our strategy to maximize shareholder value,” Captain Al Masabi said.

ADNOC Classification: Public

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About ADNOC Logistics & Services Plc

ADNOC Logistics & Services Plc, listed on the Abu Dhabi Securities Exchange (ADX symbol ADNOCLS / ISIN “AEE01268A239”) is a global energy maritime logistics company based in Abu Dhabi. Through its three business units; integrated logistics, shipping and marine services, ADNOC L&S serves more than 100 customers in over 50 countries.

For media enquiries, please contact: media@adnocls.ae For investor enquiries, please contact: IR@adnocls.ae To find out more, visit: www.adnocls.ae

About Navig8

Established in 2007 and operating in 15 cities across five continents, Navig8 is a fully integrated provider of shipping management services. As owner, operator and active charterer, Navig8 offers industry-leading access to information from across the globe.

For media inquiries, please contact: media@navig8group.com To find out more, visit: https://www.navig8group.com/