DEWA announces offer price range and start of the subscription period for IPO

• Price range has been set at between AED 2.25 and AED 2.48 per share, implying a market capitalisation of between AED 112.50 billion (US$ 30.63 billion) and AED 124.00 billion (US$ 33.76 billion), which would make DEWA the largest company on the DFM by market capitalisation
• A total of 3.25 billion shares, equivalent to 6.5% of DEWA’s existing shares, will be offered, with the Selling Shareholder reserving the right to increase the size of the Offering
• Emirates Investment Authority, ADQ, UAE Strategic Investment Fund, Multiply Group, Alpha Dhabi Partners and Investment Holdings Est. to become cornerstone investors in the IPO with a total commitment of up to c. AED 4.7 billion (c. US$ 1.3 billion)
• The IPO subscription period starts today and runs until 2 April 2022 for the UAE Retail Offering and 5 April 2022 for the Qualified Investor Offering
• The final offer price will be determined through a book building process and is expected to be announced on 6 April 2022
• Admission of the shares to trading on the DFM is expected on 12 April 2022

His Excellency Saeed Mohammed Al Tayer, Managing Director & Chief Executive Officer of DEWA, said:
“DEWA has a fundamental role to play in the growth of Dubai’s economy and is central to the Emirate’s transition to net zero carbon emissions by 2050. This IPO represents an opportunity for investors to participate in a unique growth story that is underpinned by the ambition of Dubai and the United Arab Emirates. Since announcing our intention to float on the Dubai Financial Market last week, we have received strong interest from local and international investors that recognise our determination to shape a green future for Dubai. This interest also reflects the confidence in DEWA, which keeps pace with Dubai’s expanding economy and population by developing a world-class competitive infrastructure to consolidate Dubai’s position as a global city and provide electricity and water services according to the highest global standards of availability, reliability, quality and efficiency, while maintaining a world-class governance system and continuous record of good governance across all its operations. We are looking forward to welcoming our new shareholders when we formally list in the coming weeks.”

Dubai Electricity and Water Authority PJSC (“DEWA” or “the Company” or “the Group”), the exclusive provider of electricity and potable water in Dubai and the majority owner of Empower, the world's largest district cooling services operator by connected capacity, announces the price range and start of the subscription period for its initial public offering (“IPO or the “Offering”) on the Dubai Financial Market (“DFM”).

Details of the offering price range
The price range for the Offering has been set at between AED 2.25 and AED 2.48 per share.

A total of 3.25 billion shares, equivalent to 6.5% of DEWA’s existing shares, will be offered, with the Selling Shareholder reserving the right to increase the size of the Offering at any time prior to the end of the subscription period at its sole discretion, subject to applicable laws and approval of the Securities & Commodities Authority (SCA). All shares to be offered shall represent the sale of existing shares held by the Government of Dubai.

The total Offering size is expected to be between AED 7.31 billion (US$ 1.99 billion) and AED 8.06 billion (US$ 2.19 billion), implying a market capitalisation at listing of between AED 112.50 billion (US$ 30.63 billion) and AED 124.00 billion (US$ 33.76 billion), which would make DEWA the largest company on the DFM by market capitalisation.

Subscription Process
As previously announced, the Offering is available to the following subscribers:
•    to individual and other investors and to eligible DEWA employees (as defined in the UAE Prospectus) as part of the UAE Retail Offering and;
•    to professional investors and other investors in a number of countries outside the United States of America, including in the UAE, as part of the Qualified Investor Offering.

The IPO subscription period starts today and runs until 2 April 2022 for the UAE Retail Offering and 5 April 2022 for the Qualified Investor Offering.

The final offer price will be determined through a book building process and is expected to be announced on 6 April 2022.

The completion of the Offering and Admission is currently expected to take place on 12 April 2022, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval of Admission to listing and trading on the DFM.

Details of the Offering are available in the UAE Prospectus with respect to the UAE Retail Offering and the English-language International Offering Memorandum with respect to the Qualified Investor Offering. The UAE Prospectus and the International Offering Memorandum are available at www.dewa.gov.ae/ipo. There is also a dedicated IPO call centre number: 800-DEWA-IPO (800-3392476).

Cornerstone Investors
On 23 March 2022, the Company entered into cornerstone investment agreements with the Emirates Investment Authority (through one of its investment vehicles), ADQ (through one of its investment vehicles), the UAE Strategic Investment Fund, the Multiply Group (through one of its investment vehicles), Alpha Dhabi Partners Holding LLC, and Investment Holdings Est. (together, the “Cornerstone Investors”), pursuant to which each of the Cornerstone Investors severally (and neither jointly nor jointly and severally) has committed to purchase shares in the Qualified Investor Offering at the Offer Price. In aggregate, the Cornerstone Investors have committed up to c. AED 4.7 billion (c. US$ 1.3 billion) to the IPO, subject to the final offer price and based on the current offer size, with their shares subject to a 180-day lock-up arrangement.  

Emirates Investment Authority (“EIA”) is the only sovereign wealth fund for the Federal Government of UAE. As a custodian of the Federal assets of the United Arab Emirates, EIA is mandated to strategically invest funds allocated by the Federal Government to create long-term value for the UAE and contribute to the future prosperity of the country.

Established in 2018, ADQ is an Abu Dhabi-based investment and holding company with a broad portfolio of major enterprises. Its investments span key sectors of the UAE’s diversified economy including energy and utilities, food and agriculture, healthcare and life sciences, and mobility and logistics, amongst others. As a strategic partner of Abu Dhabi’s government, ADQ is committed to accelerating the transformation of the emirate into a globally competitive and knowledge-based economy.

Subsequent to HH Sheikh Maktoum bin Mohammed bin Rashid Al Maktoum’s announcement on the planned Listing of 10 Government-owned companies on the DFM, the UAE Strategic Investment Fund 1 SP was established to act as a strategic long-only investor in key Dubai IPOs. The UAE Strategic Investment Fund 1 SP is a segregated portfolio of Emirates NBD AM SPC managed by Emirates NBD Asset Management, one of the largest and longest established asset managers in the Middle East with an established track record of investing in, amongst other asset classes, listed equities within the MENA region via segregated mandates and mutual funds.

Multiply Group is an Abu Dhabi-based holding company with global presence and its activities include, among other things, making investments in infrastructure projects, investment in institutions and management of commercial enterprises.

Alpha Dhabi Holding PJSC is a UAE listed conglomerate, established in 2013, and is one of the fastest growing Abu Dhabi based investment holding companies, with more than 100 businesses spread across healthcare, agriculture, petrochemicals and other industries as well as real estate, construction and hospitality. With over 85,000 employees, ADH is a strategic contributor to the UAE economy and is committed to drive continuous growth for its stakeholders through investments in emerging businesses, supporting innovation and diversity.

Established in 2003 and headquartered in Abu Dhabi, Investment Holdings Establishment is a leading conglomerate with numerous investments across a range of sectors.

Emirates NBD Capital Limited has been appointed as the Financial Advisor while Moelis & Company UK LLP DIFC Branch has been appointed as the Independent Financial Advisor to DEWA.

Citigroup Global Markets Limited, Emirates NBD Capital Limited and HSBC Bank Middle East Limited have been appointed as Joint Global Coordinators, and Credit Suisse International, EFG-Hermes UAE Limited, First Abu Dhabi Bank PJSC and Goldman Sachs International have been appointed as Joint Bookrunners.

Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC, Ajman Bank, Al Maryah Community Bank L.L.C, Dubai Islamic Bank, Emirates Islamic Bank, First Abu Dhabi Bank, Mashreq Bank and Sharjah Islamic Bank have been appointed as Receiving Banks.

The Internal Sharia Supervision Committees of Emirates NBD Bank PJSC and HSBC Bank Middle East Limited have issued pronouncements confirming that, in their view, the Offering is compliant with Shariah principles. Investors may not rely on these pronouncements and should undertake their own due diligence to ensure that the Offering is Shariah compliant for their own purposes.