Thank you all for joining us today. We're pleased to hold this session and to provide you with an update on our operations as well as on a number of positive developments in connection with Borouge 4 and Borouge Group International, and to walk you through the latest timeline to the transactions and the key next steps. I am joined today by Hazeem Sultan Al Suwaidi, Chief Executive Officer, Borouge, Jan-Martin Nufer, Chief Financial Officer, Borouge, and Hetal Patel, Senior Director for Polyolefins Asset Management at XRG.
I would like to provide you with an operational update on Borouge. Borouge PLC confirms that it's closely monitoring the current situation and is working in coordination with the relevant UAE authorities to protect our people, facilities, and operations. Currently, Borouge operations continue as normal, and the company remains operationally and financially resilient. There has been no material impact to the company's business, liquidity, or financial position. Our well-established business continuity plans have been activated, supported by the immediate and professional response of our people and partners. The company will continue to monitor the situation closely and will provide further updates should any material developments arise. Turning now to the important news we have to share on our transaction.
First of all, we are pleased to inform you that Abu Dhabi Polymers, a wholly owned subsidiary of Borouge PLC and Borouge 4, which is currently owned by ADNOC and OMV, have entered into an asset usage agreement, which will be governing the commercial, operational, and legal relationship between these entities during the interim period until Borouge 4 is recontributed to Borouge Group International. The agreement becomes effective immediately. Under the agreement, Borouge will be granted full operation control of all Borouge 4 units, including exclusive rights to market-associated product volumes. In exchange, Borouge will pay a utilization fee to the owners of Borouge 4, which will be structured to cover the financing costs associated with Borouge 4 ECA term facility. The asset usage agreement expected to be highly accretive for Borouge and will result in a positive uplift to EBITDA, net profit, and cash flow.
To give you a sense of the scale, the agreement is projected to deliver an estimated $400 million in cumulative net profit over the next three years and approximately 10% accretion to earnings to Borouge PLC post-ramp-up. Reflecting the strong economics of early access to premium quality volumes enabled by third-generation Borstar technology, Borouge will recognize all revenues from sales of Borouge 4 products. From an accounting perspective, the arrangement will result in the recognition of a right of use asset and corresponding lease liability on Borouge balance sheet. Overall, we believe this agreement is highly advantageous for Borouge and its shareholders, as it enable Borouge to capture the full economic benefit of Borouge 4 volume today, without paying any upfront consideration, preserving balance sheet flexibility and resilient capital structure.
I will now pass you to over to Hetal to present the update in relation to Borouge Group International.
If we move on to the next slide, we can talk about the other piece of good news, which is the credit ratings for Borouge Group International. We are pleased to announce that Borouge Group International has obtained strong investment-grade credit ratings from three ratings agencies. We have an A with negative outlook from S&P. We have a Baa1 with a stable outlook from Moody's and an A- with a stable outlook from Fitch. The fact that all three ratings are investment-grade reflects a strong external validation of the resilience and sustainability of Borouge Group International's robust credit profile going forward, even in a challenging industry environment. The ratings recognize the strong shareholder backing and the benefits of the interim operating model for B4, which gives considerable flexibility around the timing of recontribution, which is not expected before 2029.
Overall, the investment-grade ratings provide Borouge Group International access to a broad and diversified range of financing and capital markets, supporting attractive funding costs. On the next slide, we'll take a look at the update on the transaction timeline, which again is positive because we are continuing to move forward. We are currently in the final stages of securing the necessary regulatory approvals and anticipate M&A closing by the end of March. We have already secured fully committed financing facilities amounting to $15.4 billion at attractive terms, providing full coverage for the Nova acquisition and broader corporate needs. Our plan is to access the debt capital markets this year to refinance the acquisition bridge facility.
The stable interim operating model that is established by the B4 usage agreement means that there is sufficient flexibility with respect to the timing of the B4 recontribution, which is not expected before 2029. The interim arrangement also gives us flexibility to proceed with the subsequent stages of the Borouge Group International transactions with optimized timings for the benefits of all stakeholders.
ADNOC and OMV also reaffirmed the importance of the previously announced planned tender offer to create a simplified structure that will enable value creation from the new global growth platform. Now, it's the intention of both shareholders that the timing of the tender offer, which will give free float shareholders of Borouge PLC the opportunity to convert their shares into Borouge Group International, will align with the company's future equity raise and critically it will happen at a time that maximizes value for all shareholders. Considering current market conditions for the chemical industry, the tender offer is now expected to take place in 2027, will be subject to market conditions. The tender offer will only be launched when it is judged to be beneficial for Borouge shareholders.
Until then, Borouge Group International will be privately held, and Borouge shares will remain listed on the Abu Dhabi Securities Exchange, the ADX. The recently received credit ratings factor in the impact and flexibility on timing of both the future equity raise and planned acquisition of B4 by Borouge Group International.
There are multiple benefits for shareholders of Borouge based on today's announcement. First of all, you will remain invested in the world's most profitable polyolefins company. Your dividend entitlement is supported by our minimum target of 16.2 fils per share. We also have ongoing shares buyback program in the market, which returned an additional $157 million to shareholders in 2025. The Borouge 4 asset usage agreement, as explained earlier, will drive meaningful earnings for Borouge, irrespective of the future date chosen for the recontribution. As a 90% owned subsidiary of Borouge Group International, Borouge will fully participate in the integrations of Borouge, Borealis, and Nova Chemicals to create a new global polyolefins powerhouse with a greater scale, capability, and reach.
The realization of synergies resulting from the transactions will not be delayed by the new arrangements we are announcing today, which means that Borouge will benefit from a share of those synergies with no change to its existing ownership or listing structure. ADNOC and OMV remain fully committed to protecting and creating shareholders value. This will be our guiding principle as we execute the subsequent stages of these landmark transactions in the petrochemical sector. We would now be very pleased to take your questions.
Please note that due to the ongoing geopolitical situation, which is dynamic and fast-moving, we may not be able to answer fully any questions you may have about our operations, but we will do our best.
Thank you, Chris. To ask a question please press star followed by one on your telephone keypad now . If you change your mind please press star followed by two. When preparing to ask your question please ensure your device is unmuted locally. If you have joined us via the webcast, you can submit your question using the question tab above the slides. Our first question is from Ricardo Resende from Morgan Stanley. Your line is now open. Please go ahead.
Hello. Good afternoon. Thanks for taking my question. Hope all of you are well. Two things on my side, please. First is on Borouge 4. When you mention 2029, is there any flexibility that could be brought forward? As of on this, the change of the timing of Borouge 4, is that related to give Borouge more flexibility on the financial side given the outlook for the petrochemical industry? Or is that just because of how complex the entire transaction to create Borouge Group International is, you want to have a bit more flexibility on integrating the other assets as well?
The second point, when the transaction was initially announced, one of the points that you have mentioned was the global approach to marketing and bringing Nova into the mix as well. Because of the yesterday's announcements, are there any changes on that? When we think about the Borouge plus B4 marketing and then the Nova marketing, is there gonna be any coordination at the BGI level, or are they gonna be operating as a standalone business for a while? Thank you.
Ricardo, thank you very much for your question and for your time. This is Hetal . I think your first question was on the 2029 recontribution of B4. Is that a fixed date or do we have flexibility? The short answer is we have flexibility. It will be down, you know, to the majority shareholders to, along with the management team of Borouge Group International, to decide when is the optimum time for that recontribution to happen. It will be done at a time and a manner that is value accretive for the shareholders of Borouge Group International. Your second question, timing. You know, is that about financing flexibility, or is it about complexity of the transaction? It's financing flexibility. I mean, the complexity of the transaction for the most part is done. What's left is operational integration.
B4 in terms of operational integration is not massively complex, right? I mean, the site is there already in Ruwais. The team's already in place. It's really about financing flexibility, making sure that we're always putting the balance sheet of Borouge PLC and Borouge Group International in the strongest position it can be while still giving Borouge the opportunity to gain upside and profitability from the Borouge 4 asset. I think your third question is any changes, you know, 'cause we said, look, these companies are gonna operate together, especially from a sales and marketing perspective, which you rightly identified is critical to the business case. I think your question was, is that still the case or are they gonna operate standalone?
The short answer is, it is still the case that we expect significant marketing and sales synergies across the business. This is critical to the business case and critical to how we operate. If you think about through the mechanics of it, Nova and Borealis, clearly there's no issues. Those transactions will close. Borouge Group International will be the 90% shareholder of Borouge PLC, which means that we are able to go out and grab these synergies and work together and optimize and organize ourselves. This will be management's focus from day one onwards is delivering on these synergies. I hope I've answered all your questions. Thank you.
Yep. That was very clear. Thank you very much.
Thank you, Ricardo. Our next question is from Scott Darling from Cantor. Your line is now open. Please go ahead.
Hi, everyone, and Eid Mubarak. You said a couple of questions. Actually, three questions. On your operations, you said everything's at normal. Could I infer from that that you are producing polyolefins and actually able to sell them, like into Asia, et cetera? Just any comments that you've got on the petrochemicals market more broadly would help us because obviously you've seen a material increase in pricing for some of your products. If you are able to get them to end users, 2Q onwards could be quite significant on a pricing point of view for Borouge. That was my first question. Second question, just for clarity, I'm assuming the Borouge $7 billion + EBITDA through cycle and at least $500 million each year EBITDA synergies. Nothing's changed there. Just confirm that.
Last question, on the $400 million cumulative net profit uplift, what sort of P/E pricing are you sort of basing that on? Thank you.
Perhaps I take the first question. Thank you, and Eid Mubarak to everyone. In terms of our operations in Ruwais, it's fully operational. And, of course, I mean, we are working very closely in a robust ecosystem within ADNOC Group companies. We see great collaboration and support giving the current core challenging situation overall. However, we see a greater and a great resilience within our operations so far. And of course, when it comes to market, as you rightly mentioned, we see a significant jump on prices globally and also in Asia. We are also evaluating and implementing all our playbook measures to ensure we continue to deliver products and to our customers.
Overall, the situation is moving in the right directions. I can tell you the situation is challenging, but we will provide you with more details as we progress. However, the team is doing fantastic and a great job. Of course, at the time being, for the time being, our most important aspect is the safety for our people, which we are managing quite well. Inshallah, everybody will remain safe and we will come over it, Inshallah. Very good. That's my answer to the first question.
Thank you, Hazim. Perhaps I'll pick up the last couple of questions. Thank you, Scott, and Eid Mubarak to you and everybody on the call. I think your second question was on BGI. Can we confirm the synergies we'd previously announced, $500 million? Yes, we can definitely confirm, those numbers are achievable. You know, as a management team and as a board, we will be pushing the executive team to over-deliver on that. The third question you had was the P/E pricing deck that we use to support the $400 million outlook for B4.
Basically on pricing, this is our internal view, you know, being experts in the market globally of the prices over the next few years, taking into account, some level of recovery. That's basically, you know, our house view of pricing. It's not a through the cycle, right? Which is probably maybe what you were worried about. It is our own forecast. Thank you, Scott.
Thank you.
Thank you, Scott. Our next question is from James Hooper from Bernstein Societe Generale Group. Your line is now open. Please go ahead.
Hi. Eid Mubarak, everyone, and thank you very much for taking my questions. I've got two longer ones and a shorter one, please. First one is on the operations. My understanding is that other affected companies who are producing behind the Strait of Hormuz are trucking their products to other ports. Shipping to customers. Are you able to give us any details about whether this is possible for Borouge? If so, how much volume that you can ship, truck and ship in this way? Second question is around the dividend. Just to confirm, is the Borouge PLC dividend unchanged?
Because we've had one of the major shareholders, OMV, note that the dividend from Borouge is lower than normal, but that won't apply to the minority shareholders. Lastly is about a short question about the Vienna listing. Is that still planned to go ahead about one year after the broader capital raise? Thanks very much.
Well, perhaps, I take the first questions, and Eid Mubarak. Yeah, I mean, we had a good plan from part of our business continuity playbook to look into different scenarios in case of Strait of Hormuz full disclosure, which is the case. We are working now to reroute basically into different ports through truckings. We've got, of course, Al Fujairah, Khor Fakkan, UAE, we've got also other ports we're working with. We're working through trucking as well to ship as much as possible. The team is really making great progress on this, we'll provide you with, of course, full Q1 performance once that will be around end of April, inshallah. Thank you.
Okay. Maybe why don't I pick up then on just on the other key points. Thank you, James, for your questions. We talked about dividends. As you noted, Borouge PLC dividend is unchanged and remains fully committed. The comments that came from OMV were regarding the Borouge dividend, and that's really a signal from them to their own shareholders because they will be relying on Borouge paying out dividends to them for them to flow downstream. That does not change the dividends that Borouge PLC will be paying to all its shareholders remains at the AED 0.162 per share. Okay, on the question of timing of the Vienna raise. There's a few steps that we wanna go through before we go through the Vienna listing.
Number one, we're gonna do the tender offer. As we said, we're gonna do the tender offer when it's value accretive to all shareholders. Once that is done, we will shortly thereafter do the capital raise, so we can straighten out the balance sheet of the company. Number three, we're gonna achieve the MSCI listing. Once we've achieved those three things, we will be doing the dual listing on the Vienna Stock Exchange. I think that the key takeaways are we're gonna start this whole process when it is value accretive for all shareholders. It's critical that we do the ADX listing first, we do the capital raise, we do the MSCI, and then we will go to do the dual listing in Vienna. Thank you, James. Hope that covers all your questions.
Thanks very much.
Thank you, James. Our next question is from Alex Coleman from JP Morgan. Your line is now open. Please go ahead.
Hello, can you hear me?
Yes, we can.
Hello, can you hear me? Yeah. I had a couple of quick questions. First of all, what is the utilization charge going to be for B4? How much is it in dollars? First question. Second question, what will the lease liability be? That's the second question. The third question is, maybe you could give an estimate of what you think volumes will be in March stroke Q1 and then into Q2, 'cause I'm still not clear to what extent you're able to export out of the Gulf.
Yeah, Alex, thanks for your question. Maybe I take, first, you know, the question around the utilization charge and then around the lease liability. Essentially, we are not disclosing any specific numbers for the utilization charge. It is a fee for essentially using the assets. All the benefits will be residing in Borouge PLC, which gives then raise to the flexibility and the value accretion that Hetal has been talking about. Indeed, there is a lease liability for the right of use of the assets which we are having on the balance sheet, which will be then, according to IFRS 16 recorded in the balance sheet. Also here, we're not disclosing at that point of time any specific numbers.
Can I ask you why not?
Essentially we're looking here into modeling the charges going forward according to the principles lined out, but we will have essentially then further information being provided as we go. I think we have given a very good indication in terms of the accretion with our guidance for the net income guidance. The $400 million is a significant amount that will be realized post full ramp-up. At that point of time, I think that's an appropriate measure in terms of the significant value accretion that we're gonna realize on PLC level.
That's based on your polyethylene price, which you also haven't released either. You've, you've not released two numbers, but you've released a profit number, which we can't really calculate other than go on your say so 'cause we don't have the two other numbers.
Exactly. I think that's the guidance.
Oh.
Yeah.
I know.
No, Alex, I think it's fine. That's the guidance we can give at that point of time. What we can do is that, as usual, IR can work with you on further details to give you input for the model as we go.
Okay. Thank you.
If you would like to ask another question, Alex, please dial back in using star followed by one. Thank you very much. As a reminder, to ask a question, please press star followed by one on your telephone keypad. If you change your mind, please press star followed by two. When preparing to ask your question, please ensure your device is unmuted locally. If you have joined us via the webcast, you can submit your question using the question tab above the slides. We will now move on to text questions. Alex Estefanous from UBS asks, "Is there any risk to the gas availability from ADNOC Gas?
There is no risk so far.
A second question from Alex. "Has this been factored into contingency planning?
I mean, of course, we look at different scenarios. As I said, our operations is fully in a good shape, and there are any materials for the market, of course, we will provide. However, we are in a very good shape with our operations, and with our also, feedstock coming to, from other companies. We are in a very good shape.
Thank you. Our next question is from Rahul Shah from Kepler Cheuvreux. One rating agency gave a negative outlook for Borouge. What were the main concerns they highlighted?
I'll take that one. Thank you, Rahul. Look, it's a good question. This is really down to the view of S&P on the sector itself. I think they're potentially slightly more bearish than the other agencies we've been talking to. Certainly, more than we are. I think we're seeing some of that playing out at the moment. It's got nothing to do with the quality of the balance sheet, the quality of the business, the quality of the cash flows. It's just where they personally see the sector and maybe, as I said, being a bit more bearish than the others. Hope that's clear.
Thank you. One, what kind of balance sheet support measures for BGI have ADNOC and OMV agreed on for 2026 and 2027 if required? Will the private BGI entity publish quarterly financial?
Yeah. Again, I can probably take that. On the support measures, you know, we've agreed dividend and dividend adjustment measures in 2026. I wanna reiterate, though, this does not impact the PLC dividend, right? That remains fixed at AED 0.162 per share, but this is just the shareholders supporting BGI saying, "Okay, we're happy to have an adjustment in our dividends if needed." That's not to say it is needed.
Now on the, you know, other things that we've done, the B4 agreement, I think, shows strong support from the shareholders with flexibility, because of, you know, being able to give a PLC the opportunity to increase earnings without taking the asset onto its balance sheet until such a time when it is accretive to all, you know, in all aspects. On quarterly financials, I believe they are not expected to publish. We will. We can update if that view changes, but at the moment, there is no expectation as a private company that BGI itself will be producing quarterly reports. Again, we will confirm this in a, in one of our communications at some stage. Thank you.
Thank you. We currently have no further questions, so I will hand back to Hetal Patel for closing remarks.
Thanks a lot to everybody. We'll finish up here, hopefully everybody has, you know, their questions answered. I think as Jan- Martin said earlier, Chris and the IR team are always here, we'll be ready to engage and discuss with everybody around, you know, any additional questions that may come. I just wanna reiterate that today is a really good day for Borouge PLC. It's a good day for Borouge Group International, and I wanna make sure that that message comes across, whether it's about synergies, whether it's about value creation, whether it's about, you know, the level of shareholder support we've seen. That to me is the key takeaway from why we organized this call. Such a great day for PLC, many more great days to come.
Thanks to everybody for your time.