Tristar Transport, a leading global integrated liquid logistics solutions provider headquartered in Dubai, UAE, has announced its intention to proceed with an initial public offering (IPO) on the Dubai Financial Market (DFM).

 

Established in 1998 as a road transport service provider for the petroleum industry in the UAE, Tristar has evolved into a leading integrated energy logistics company serving a diversified customer base of “blue-chip” investment grade companies. 

 

The group has operations in 21 countries and territories across three continents and has over 2,000 road transport assets and 35 maritime vessels, including the operation of 69 fuel farms and over 100 remote fuel sites, providing a wide spectrum of integrated service offerings.

 

With a strong reputation for quality, built over two decades of operations and a commitment to safety and operational excellence, Tristar has become a trusted brand in the global logistics industry. The Group is a partner of choice for leading International Oil Companies (IOCs) and National Oil Companies (NOCs) in the energy sector. 

 

Tristar’s diversified and integrated offering spans fuel logistics services to support Intergovernmental Organisations (IGO) peacekeeping and humanitarian missions in remote geographies (remote fuels) as well as commercial enterprises (commercial fuels), maritime logistics, road transport and warehousing as well as fuel farms. Tristar has a unique position as an integrated, end-to-end energy logistics solution provider to an enviable blue-chip global client base.

 

The Group has a strong track record of growth demonstrated by a 12.4% CAGR in operating cash flows between 2018 and 2020 and a consistent EBITDA margin between 20.1% to 22.8% in the years 2018 to 2020. In the year ended 31 December 2020, the Group had a consolidated revenue of $453.4 million, and EBITDA of $103.6 million. This record is underpinned by a strong business model, operational excellence and rigorous financial management.

 

Commenting on the announcement, Eugene Mayne, Group CEO of Tristar said: “I am proud to have witnessed the evolution of Tristar from a local road transportation business into a global world-class integrated energy logistics solutions provider serving blue-chip clients, with an offering that spans road and maritime transportation, specialised warehousing, fuel farms, and fuel supply operations.

 

“Our business, which enjoys a strong reputation, developed through years of operational excellence, underpinned by a customer centric model, and a commitment to the highest quality and safety standards, has become a trusted logistics partner for major oil companies globally.

 

“Tristar has always been a ‘Business for Purpose’ with the ambition to make a positive impact on our communities and to keep our corporate responsibility at the core of everything we do. In 2011, we signed on to the United Nations Global Compact supporting the advancement of Human Rights, Anti-Corruption, Labour and Environment, demonstrating the extent of our commitment to being a responsible corporate citizen.

 

“Tristar’s IPO marks an exciting milestone in the Group’s story as we continue to grow, innovate and shape the future of the logistics industry.”

 

OFFERING HIGHLIGHTS

*Offer size is expected to represent up to 24% of the total issued ordinary shares after the Offering in the capital of Tristar.

*The offering is expected to comprise new shares issued by Tristar and shares to be sold by existing shareholders. Tristar expects to receive between $120 million to $160 million of gross primary proceeds from the offering.

* Admission of shares on the DFM is expected in April 2021, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including from the Securities and Commodities Authority of the UAE.

* The offering will be made available to qualified investors. Five percent of the offering will be reserved for offer to the Emirates Investment Authority.

* The offering is expected to be declared Sharia compliant, subject to confirmation by the Sharia Supervision Committee, on the date of the receipt of the net proceeds of the Offering and upon the use of a portion of the proceeds to repay around AED197 million in loans and payables due to related parties.

 

ABOUT THE OFFERING

If all of the Offer Shares are allocated, the Offer Shares will represent up to 24% of the Shares.

The Offering will comprise a primary issuance of 199,000,000 New Shares in addition to a secondary offering of up to 88,760,000 Existing Shares by the existing shareholders.

 

The Existing Shares are being offered by Agility Tristar SPV Ltd (of which Agility Public Warehousing Company K.S.C.P. is the sole ultimate beneficial owner), Star Holdings Ltd (of which Gulf Investment Corporation is the sole ultimate beneficial owner), and Diamond SPV Limited (of which Mayne is the sole ultimate beneficial owner) (the “Selling Shareholders”), who currently own 65.12%, 19.61%, and 15.27% of the Shares of the Company respectively.

 

The Offering comprises an offering of the Offer Shares to qualified investors in the United Arab Emirates and in a number of jurisdictions.

 

The Offering is expected to be allocated to certain types of juridical persons and high net worth individuals and who are qualified investors as defined by SCA , with a minimum application size of AED500,000.

 

In addition, the EIA has the right to subscribe for 5% of the Offer Shares in accordance with the requirements of article 127 of the UAE Federal Law No. 2 for the year 2015 with regard to commercial companies, and its amendments. If the EIA does not exercise its preferential rights to apply for Offer Shares, then those Offer Shares will be made available.

 

The completion of the Offering is currently expected to take place in April 2021, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including from the SCA. Furthermore, the Offering is expected to be declared Sharia compliant, subject to confirmation by the Sharia Supervision Committee, on the date of the receipt of the net proceeds of the Offering and upon the use of the proceeds to repay around AED197 million in loans and payables due to related parties.

 

A syndicate of banks has been appointed for the Offering comprising BofA Securities and Citigroup Global Markets Limited as Joint Global Coordinators and Joint Bookrunners, First Abu Dhabi Bank PJSC as Joint Regional Coordinator, Lead Manager and Joint Bookrunner, HSBC Bank Middle East Limited as Joint Regional Coordinator and Joint Bookrunner, Société Générale as Joint Bookrunner and Kuwait Financial Centre K.P.S.C. (Markaz) as Co-Lead Manager. BofA Securities, Citigroup Global Markets Limited, First Abu Dhabi Bank PJSC, HSBC Bank Middle East Limited, Société Générale and Markaz are herein referred to as “Managers”. Moelis & Company is acting as Independent Financial Advisor to Tristar. -- Tradearabia News Service