Frequently Asked Questions
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In-Kind Dividend Distribution
1. What is Agility Public Warehousing Company KSCP’s in-kind dividend distribution? What percentage of the shares will be distributed? To whom would this in-kind dividend be distributed?
On March 27, 2024, Agility Public Warehousing Company KSCP (“APWC”) announced an interim dividend distribution that included in-kind dividends representing 49% of the issued share capital of Agility (the “Distribution Shares”). Agility (“Agility”) is an ADGM company pursuing a listing of its shares on the Abu Dhabi Securities Exchange (ADX).
Investors who held APWC shares on the Record Date (end of trading, 18 April 2024) will be entitled to receive the in-kind dividend distribution.
Agility: The Entity Listing on the ADX
1. Who is Agility and what does the company do?
Agility is a wholly owned subsidiary of APWC that manages certain operations and assets, notably Menzies Aviation, the company’s investment in Tristar Transport LLC, the operations of Agility Logistics Parks outside Kuwait, and its investment in DSV.
Post distribution and listing, Agility will be owned at 51% by APWC.
Please refer to Agility’s Listing Prospectus for further information.
2. Which geographies does Agility operate in?
Agility is a wholly owned subsidiary of APWC that manages certain operations and assets, notably Menzies Aviation, the company’s investment in Tristar Transport LLC, the operations of Agility Logistics Parks outside Kuwait, and its investment in DSV.
Post distribution and listing, Agility will be owned at 51% by APWC.
Please refer to Agility’s Listing Prospectus for further information.
3. Why should potential investors consider investing in Agility?
Agility believes that it possesses the following competitive strengths:
- Status as a long-term operator and long term investor in diversified global or regional companies with leading market positions in their sector;
- Present in growing sectors driven by macrotrends; outsourcing, urbanisation, digitization, aging population, and sustainability.
- Corporate structure focused on active management of its portfolio of businesses and allocating capital towards higher growth assets aimed at creating significant shareholder value;
- Experienced and entrepreneurial leadership team with a track record of growth;
- Status as a responsible operator committed to promoting environmental, social and governance (“ESG”) best practices;
- Continued expansion into growing sectors driven by major long-term macro trends; and
- Its strategic holding of high growth potential businesses.
Please refer to Agility’s Listing Prospectus for further information.
4. What are the portfolio assets and industry focus areas of Agility?
Agility manages a portfolio of:
- Owned & Operated Businesses comprising:
- Menzies Aviation – the world’s largest aviation services company by countries of operation.
- Tristar – integrated liquid fuel logistics solutions provider to the energy industry, globally; #1 fuel supplier to the UN.
- Agility Logistics Parks – leading private owner and operator of warehousing and light-industrial parks across Middle East, Africa and South Asia.
- Other businesses – portfolio of operational businesses with focus on broader logistics, e-commerce, real estate, technology and services.
- Investments (nonconsolidated) comprising established businesses and technology ventures including:
- DSV – Top 3 freight forwarder; listed on the Copenhagen Stock Exchange (9% ownership by Agility)
- Reem Mall – mega mall project in Abu Dhabi
- A portfolio of minority stake and venture capital investments
5. What is Agility’s financial performance?
- For FY 2023, Agility had:
- Revenue: $3,936m
- EBITDA: $606m
- Please refer to Agility’s Listing Prospectus for further information.
6. What is Agility’s strategy?
Agility intends to build on its competitive strengths in order to continue delivering what it considers to be superior shareholder value.
Key elements of its longer-term vision for driving further value are as follows:
- Grow existing business (organically and through acquisitions) to create global and regional platforms;
- Develop the portfolio to and continue to add material controlled regional or global operating businesses;
- Crystalise value when businesses have reached full potential;
- exposure to VC investments and leading edge start-ups; and
- Deliver healthy shareholder value.
Please refer to Agility’s Listing Prospectus for further information.
7. What is Agility’s dividend policy?
- Throughout 2024, Agility intends to pay shareholders a dividend of $130 M ($65 M within one month of listing; $65 M six months later) to cover both financial performances of full year 2023 and first-half 2024. The payment of 2024 dividends will remain subject to Board recommendation and shareholders’ approval.
- Starting in 2025 and onwards, Agility intends to pay semi-annual dividends in April, for the six-month financial performance ending 31 December; and in October, for the six-month financial performance ending 30 June.
- Agility intends to pay a significant portion of its free cash flow in the form of semi-annual dividend subject to company outlook, financial performance, investments / M&A objectives and capital structure / leverage position, in addition to Board of Directors’ recommendation and Shareholders’ approval.
- Please refer to Agility’s Listing Prospectus for further information.
8. Who is the executive management team of Agility?
- Agility is managed by a team of industry professionals with long-standing experience.
- The CEO is Ms. Hanadi Al-Saleh; and the CFO is Mr. Ehab Aziz
- Please refer to Agility’s Listing Prospectus for further information.
9. Who is on the board of directors of Agility
Agility has a one-tier board structure which comprises five members, including one Executive Director and four Non-Executive Directors.
The members of the Board of Directors are:
- Tarek Sultan – Chairman
- Faisal Al-Essa – Board Member and Vice-Chairman
- Essa Al-Saleh – Board Member
- Christopher Michael Gordon – Board Member
- Hanadi Al-Saleh – Board Member and CEO
Please refer to Agility’s Listing Prospectus for further information.
10. Why is Agility listing on the ADX?
The ADX is a natural listing venue for Agility and its international businesses (most of which are incorporated in the UAE) to appeal to relevant investor base;
Agility believes the ADX provides increased liquidity for its shares in a highly attractive and vibrant listing venue.
11. Are new shares being issued by the Company?
No capital is being raised by Agility.
Listing and Trading Information
1. When is the expected listing date of Agility on the ADX?
The listing date of Agility on the ADX is 2 May 2024.
2. What is the ticker symbol for Agility?
The ADX symbol for Agility will be “AGILITY”
3. What is the ISIN number for Agility in the ADX Market?
The ISIN for the Agility shares is: AEE01376A248
4. How would potential investors be able to buy shares in Agility
Starting 2 May the shares of Agility are expected to be listed on the ADX. Investors with a valid ADX NIN and a trading account will be able to purchase (and sell) shares in Agility on the open market
Process for New Investors
1. How do I obtain an Abu Dhabi Securities Exchange National Investor Number (NIN) to invest in the Agility shares?
The following channels can be used to apply for an Abu Dhabi Securities Exchange National Investor Number:
| Platform | Type of investor |
| ADX offices | For all Types of Investors
Timings: Mon-Fri (8:00 am – 3:00 pm) |
| Licensed Brokerage Firms at the Abu Dhabi Securities Exchange | For all Types of Investors |
| ADX SAHMI Application | For UAE citizens and residents who hold a UAE Pass.
Excluding minors below 18 years old |
Please refer to the Abu Dhabi Securities Exchange website for information on the process of registering for a National Investor Number at https://www.adx.ae/ or access the Abu Dhabi Securities Exchange FAQs.
Non-UAE residents who are not in the UAE can apply for an ADX NIN through ADX licensed brokerage firms.
The relationship between APWC and Agility
1. What is the relationship between APWC and Agility?
APWC is the controlling shareholder of Agility before and after the contemplated listing.
After listing on the ADX, Agility will be owned at 51% by APWC
Please refer to Agility’s Listing Prospectus for further information.
2. Where is APWC listed? What is its ticker symbol?
APWC is listed on the Kuwait Stock Exchange (“KSE”) and Dubai Financial Market (“DFM”). Its KSE and DFM ticker symbol is “AGLTY.”
3. When did shareholders approve the in-kind dividend?
The shareholders of APWC authorized payment of in-kind dividends and the listing of subsidiaries on foreign stock exchanges at the general assembly meetings in May and June 2023, respectively.
4. Please provide the in-kind dividend distribution dates.
Ex-Date: 16 April 2024
Record Date: end of trading, 18 April 2024
Expected Distribution Date: 2 May 2024
Eligibility
1. Which shareholders will be eligible to receive the in-kind dividend distribution?
All shareholders holding APWC shares at the Record Date (end of trading, 18 April 2024) (the “Eligible Shareholders”) will be entitled to receive Agility’s Distribution Shares pro rata their shareholding in APWC.
Please refer to Agility’s Listing Prospectus for further information.
2. How many shares in Agility would eligible shareholders receive?
Eligible Shareholders will each receive 2 shares in Agility PLC for each share they own in APWC as of the Record Date
Process of Receiving / Claiming / Collecting Shares for Eligible Shareholders of APWC
1. How do Eligible Shareholders receive their shares?
Eligible Shareholders will need an ADX National Investor Number (“NIN”) and trading account in order to receive and trade their shares on ADX. APWC is requesting all Eligible Shareholders to submit this information on a dedicated portal: onboarding-gcc.com.
2. How do Eligible Shareholders obtain an ADX NIN and trading account?
Eligible Shareholders can visit APWC’s dedicated portal onboarding-gcc.com to receive detailed instructions and additional support on obtaining their ADX NIN and trading account.
3. Will holders of Agility shares be able to trade these shares; is there a lockup?
From listing onwards, all Eligible Shareholders who have provided APWC with their ADX NIN and trading account details will be able to receive and trade their shares in Agility on the ADX.
There will be no lockup restrictions on trading the Agility shares on the ADX.
The Distribution Shares will be credited to the respective shareholders NIN and Trading account if provided; shareholders are requested to coordinate with their brokers to trade as per the usual process.
4. How many shares in Agility do Eligible Shareholders receive?
Eligible Shareholders will each receive 2 shares in Agility PLC for each share they own in APWC as of the Record Date.
5. Is there a cut-off date to submit NIN and ADX trading account information to APWC?
While there is no deadline to submit this information, Eligible Shareholders are asked to submit this information as soon as possible.
In order to receive their shares on or around the time of the expected listing on May 2, 2024, Eligible Shareholders are asked to submit their information as soon as possible and not later than the Cut-off Date (which is three business days prior to the date of listing)
Please refer to Agility’s Listing Prospectus for further information.
6. When will Eligible Shareholders receive their shares?
On listing, the Distribution Shares are allocated to the Eligible Shareholders.
The Eligible Shareholders who have successfully submitted to APWC via its dedicated portal (onboarding-gcc.com), on or before the Cut-off Date, their individual ADX NIN and trading account information will have their Agility shares registered under their individual NIN on or around the listing date;
Eligible Shareholders who have successfully submitted to APWC via its dedicated portal (onboarding-gcc.com), after the Cut-off Date, their individual ADX NIN and trading account information: will have their Agility shares registered under their individual NIN as soon as possible following submission of their information.
Please refer to Agility’s Listing Prospectus for further information.
7. How does this work for Eligible Shareholders whose ownership is in a portfolio?
It is the responsibility of the portfolio manager to obtain an ADX NIN and trading account.
The Distribution Shares will be allocated to the portfolio manager’s ADX NIN, and the portfolio manager will allocate the shares thereafter.
Eligible Shareholders should therefore contact their portfolio managers if they have any questions.
Information on the Horizon Foundation
1. What is the purpose of Horizon Foundation?
The Foundation has been set up to hold the Distribution Shares of the Eligible Shareholders who have not provided their ADX NIN and trading account details by the Cut-Off Date.
The Foundation will continue holding such Distribution Shares until Eligible Shareholders come forward with the necessary information and request a transfer.
Any dividends paid out thereon to such Eligible Shareholders shall be distributed to and held by the Foundation for the benefit of the Eligible Shareholders until the Eligible Shareholder provides a valid NIN and any additional requested information, at which point the relevant Distribution Shares shall be transferred and relevant dividends shall be paid to such Eligible Shareholder.
Please refer to Agility’s Listing Prospectus for further information.
2. How is the Foundation governed?
The Foundation has a council of two independent members. The council acts as the governing body of the Foundation and will be responsible for carrying out the objects of the Foundation and managing the Foundation assets.
Please refer to Agility’s Listing Prospectus for further information.
3. How can pending Eligible Shareholders claim/collect their shares in Agility after the listing on the ADX?
- Following listing, the pending Eligible Shareholders can continue providing their information through the dedicated portal (onboarding-gcc.com)
- Please refer to Agility’s Listing Prospectus for further information.
Company Contacts
- Eligible shareholders who have questions on the process for receiving or trading in shares, should first visit the dedicated portal onboarding-gcc.com.
- Agility has contracted Kuwait Financial Centre (Markaz) to facilitate the process of obtaining an ADX NIN and trading account. Shareholders are requested to access Agility’s dedicated portaland schedule an appointment with representatives who will assist you throughout the process of obtaining a NIN and opening a trading account. Alternatively, shareholders may call +965 22250600 for any questions
- Queries from potential new investors, can be referred to [email protected].