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Introduction to Phoenix Group
Can you provide a brief history of Phoenix Group and its journey to becoming a leading blockchain company?
Founded in 2017 in the UAE, Phoenix Group started as a pure-play digital asset mining company in the UAE. With growing operations, Phoenix has expanded not only geographically, but also vertically into an integrated digital asset company with a global footprint covering various business segments including hosting, mining, trading, and investments.
Business Divisions
Can you provide an overview of each of Phoenix Group's business divisions?
Phoenix Group has four major business verticals:
- Mining: Phoenix is a leading Bitcoin miner in the world with over 14 EH/s capacity or 3.5% of the global BTC hashrate. Our mining sites are spread across the world including USA, Canada, CIS, UAE, and upcoming expansion across the MENA region.
- Hosting: Development, operations, and maintenance of specialized state-of-the-art data centers providing hosting services with high performance computing power for the generation of digital assets. Providing rack space, power, and connectivity to thousands of digital asset mining machines for and on behalf of customers.
- Trading: Phoenix has exclusive distribution rights across the Middle East and Africa for leading technology hardware brands and accessories (Bitcoin mining equipment and crypto-wallets)
- Investments:
- M2: Phoenix Group, through its subsidiaries holds investments within digital asset ecosystem. Our flagship investment includes a stake in M2, a full-service crypto exchange based out of Abu Dhabi which aims to revolutionize the financial landscape by delivering the highest quality returns in the digital asset space.
- Citadel: Phoenix Group, through its subsidiaries, holds 15% in Citadel, one of its kind project with 240MW mining capacity.
- Bitzero: Phoenix Group, through its subsidiaries, holds more than 20% in Bitzero, a Vancouver based ESG-compliant BTC self-mining company with operations in Norway 5.8MW attributable to Phoenix.
How does the hosting and mining service division differentiate itself from competitors?
Phoenix is a UAE homegrown brand. With UAE becoming a hub for blockchain and crypto related activities because of its evolving regulatory framework, we have a significant competitive advantage owing to our scale, size, and access to competitive power rates. Other advantages include:
- Regulatory Clarity: UAE has always had a positive outlook on digital assets with regulatory bodies and compliance guidelines dedicated towards the sector and constantly spearheading the space.
- Seeing Influx of large crypto companies and hence talent: This certainty has brought in multiple large companies to setup a HQ or base in the region. Phoenix has been able to secure the services of industry’s top talent to lead the sections within the company in creating a high-level of value through competent and knowledgeable staff.
- Deep relationship in the region: Phoenix Group has been operating in the UAE since 2017. Our client base includes UHNIs and HNIs of the region. We are also spearheading the set up and management of one of the largest BTC mining farm in the region.
- Exclusive Distribution Right: Phoenix Computer Equipment Trading (a wholly owned Phoenix subsidiary) proudly holds the distribution rights for industry leading technology hardware brands and accessories (Bitcoin mining equipment and crypto-wallets) with WhatsMiner (the leading brand and pioneer of mining hardware and design developed by MicroBT), with exclusivity rights across the UAE, GCC countries, Egypt, Turkey, and Kenya, which gives the Group a competitive advantage in this space.
What are the unique features of the M2 crypto exchange?
M2 (a Phoenix affiliate and founded by Phoenix leadership) is an Abu Dhabi-based crypto exchange that aims to revolutionise the financial landscape through exceptional returns in digital assets. With a focus on security, transparency, and global licenses, including ADGM and the Bahamas. M2 serves retail and institutional clients worldwide. Their offerings encompass trading, earning, crypto-based finance, virtual asset loans, utility tokens, stablecoins, launchpads, and M2 Ventures. M2 targets VIP individuals and investors for diversifying portfolios, along with family offices and wealth managers seeking crypto yield and structured products.
Going Public on ADX
Why has Phoenix Group decided to go public on the Abu Dhabi Stock Exchange (ADX)?
Phoenix proudly considers UAE as its home base and believes Abu Dhabi is quickly emerging as the new capital of innovation especially within the digital asset space. Therefore, Abu Stock Exchange (ADX) has been our natural choice of venue for the primary listing. Phoenix Group’s IPO Listing is one of the first Crypto Asset Mining listing to take place in the Middle East region and will further enhance the growth and vision of Phoenix to pave the way for more decentralized future for all.
How will the funds raised from the IPO be utilized?
All IPO proceeds to be used for growth expansion in existing and new facilities.
Management and Leadership
Can you provide more details about the leadership team at Phoenix Group?
Please refer to our leadership page: https://www.phoenixgroupuae.com/our-team/
Regulatory Compliance
How is Phoenix Group navigating the regulatory landscape of blockchain and cryptocurrency?
The Company acts as a holding company for its Subsidiaries. The Company is licensed by ADGM to conduct the activities of Holding Companies and activities of Head Offices. The company has obtained all necessary regulatory approvals and licenses. For example, Phoenix Techco Cyptocurrency Mining LLC, one of group’s subsidiaries has license to engage in Crypto mining activities. Similarly, M2, an investment affiliate of the group is fully license and UAE and Bahamas.
Sustainability and Environmental Concerns
How is Phoenix Group addressing environmental concerns related to cryptocurrency mining?
Sustainability is high on our agenda and is at the forefront of how we see our growth in the coming years. Phoenix Group has invested in renewable energy-based Bitcoin mining. For example, Phoenix Group has taken a stake in Bitzero, a Vancouver based ESG-compliant BTC self-mining company with operations in Norway. We are also looking into more avenues of sustainable energy sources.
How is Phoenix’s recent financial performance?
As per unaudited FY2023 financial data by Feb 14, 2024, Phoenix has realized USD 207.8 million net operating profit.. Our net asset value is USD 834 million. Phoenix’s MW under management is 765 MW while we operate in 5 geographies. Please refer to Investor Presentation for further breakdown.
What is the long-term vision, ambition, and growth strategy of Phoenix?
Phoenix Group is committed to leading the future economy through innovative blockchain and cryptocurrency solutions. Our vision is to revolutionize business practices, maintaining our position at the forefront of this rapidly evolving industry. As a conglomerate of 29 companies across five verticals, with a global presence, we aim to expand in all dimensions of the digital asset space while also growing through strategic acquisitions of profitable businesses.
Our growth strategy intertwines technological advancement with strategic investments, supported by a 725MW global mining operation and a comprehensive suite of Web3 solutions.
Our team of experts drives our ambition to be a tech conglomerate, continually pushing innovation boundaries and providing efficient solutions to our clients. We are passionate about the transformative potential of blockchain and cryptocurrency and are eager to collaborate with investors who share our vision for a revolutionary future.
Our growth strategy intertwines technological advancement with strategic investments, supported by a 725MW global mining operation and a comprehensive suite of Web3 solutions.
Our team of experts drives our ambition to be a tech conglomerate, continually pushing innovation boundaries and providing efficient solutions to our clients. We are passionate about the transformative potential of blockchain and cryptocurrency and are eager to collaborate with investors who share our vision for a revolutionary future.
What dividend does Phoenix expect to pay and when?
The Board will adopt a robust dividend policy designed to return to shareholders substantially all of its distributable free cash flow, however the initial focus is on growth and expansion for 2 – 3 years, after which time the Company will adopt an active dividend policy, while maintaining an investment grade credit profile.
The Company’s ability to pay dividends is dependent on a number of factors, including:
- Focus on growth for 2 – 3 years post listing
- The availability of distributable reserves and our capital expenditure plans and other cash requirements in future periods;
- Market conditions and the then current operating environment in our markets;
- The Board’s outlook for our business;
- Future profits and our business plan (including our ability to perform in accordance with the expectations in our business plan);
- The discretion of our Board; and
- Approval of any dividend payment at a general meeting of our Shareholders.
About Public Offering
How much of Phoenix is intended to be Offered?
907,329,529 (15%) shares of the company.
How many shares offered to First Tranche (Retail) and Second Tranche (Professional Investors)?
- 846,835,294 (93.33%) of the Offer Shares have been allocated to Professional Investors (as defined in the prospectus) and 60,488,235 (6.67%) have been allocated to Retail Subscribers (as defined in the prospectus).
- These allocations are subject to change at any time prior to the end of the subscription period, subject to the applicable laws and SCA approval.
- For more information, please refer to the prospectus: [Phoenix Group PLC – Offering Prospectus (English)] [Phoenix Group PLC – Offering Prospectus (Arabic)]
Transaction Highlights
Why is Phoenix being listed?
Listing on the Abu Dhabi Securities Exchange will raise new financing to allow Phoenix to make new investments and support the next phase of the company’s growth
Why is the listing on the Abu Dhabi Securities Exchange?
Phoenix will be listing its shares on the Abu Dhabi Securities Exchange (ADX). Being an Abu Dhabi based company, the ADX was a natural choice as a listing venue. While 2022 was a year of post-pandemic recovery, capital market activity on the ADX and the wider UAE gained significant momentum. By listing now Phoenix is well-positioned to benefit from this growing momentum and the services and advisory available in the UAE’s largest stock exchange by market cap.
What are the Initial Public Offering proceeds being used for?
The proceeds of the proposed Initial Public Offering will be used to fund the future growth of Phoenix Group, which will allow the company to deliver positive returns for investors.
What is the Offering Price?
AED 1.50 per share (fixed Price)
What is a Professional Investor? Where can I find the definition?
- A Professional Investor is a term defined in the SCA Board of Directors’ Chairman Decision No. 13/R.M of 2021
- For full details of “Professional Investor” please refer to page 5 of the English version of the UAE Prospectus, which can be found on: [Phoenix Group PLC – Offering Prospectus (English)] [Phoenix Group PLC – Offering Prospectus (Arabic)]
How do I register for an Abu Dhabi Securities Exchange National Investor Number (NIN) to subscribe to the Initial Public Offering?
The following channels can be used to apply for an Abu Dhabi Securities Exchange National Investor Number:
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.
| Platform | Type of investor |
|---|---|
| Abu Dhabi Securities Exchange App | For Individual Investors only (Excluding minors below age 21) |
| ADX offices | ADX offices For all Types of Investors Timings: Mon-Thu (8:30 AM – 3:00 PM) & Fri (8:30 AM – 12:30 PM) |
| Licensed Brokerage Firms at the Abu Dhabi Securities Exchange | For all Types of Investors |
| SAHMI Application | For UAE citizens and residents |
Who is eligible to subscribe to the IPO?
Offering is for Two type of subscribers:
- Retail Subscribers (First Tranche):
- Retail Offers Shares: The Company allocated 60,488,235 Shares, representing 6.67% of the Offer Shares, to Retail Subscribers.
- Minors are permitted to apply for Offer Shares in accordance with the procedures applied by the Lead Receiving Bank and the laws in force in this regard. All Retail Subscribers must hold a NIN with the ADX and account.
- The Minimum Application Size for Retail Subscribers is AED 5,000 with any additional application in increments of AED 1,000. There is no Maximum Application Size for Retail Subscribers.
- If all Retail Offer Shares are not fully subscribed, the unsubscribed Retail Offer Shares will be made available to Professional Subscribers, or alternatively (in consultation with the SCA) the Company, subject to obtaining the requisite corporate approvals, may accept the Offering at the level of applications received.
- Minimum guaranteed allocation of 1,000 shares subject to the Allocation
- Professional Subscribers (Second Tranche):
- Professional Offer Shares: The Company allocated 846,835,294 Shares, representing 93.33% of the Offer Shares, to Professional Subscribers.
- All Professional Subscribers must hold a NIN with the ADX. If all of the Professional Offer Shares are not fully subscribed, the Offer will be withdrawn
- The Minimum Application Size for the Professional Subscribers is AED 1,000,000. There is no Maximum Application Size for Professional Subscribers.
How do I subscribe to this Tranche?
Retail Subscribers
Make sure you have your ADX Investor Number (NIN). For obtaining NIN number, use the following channels:
| Platform | Type of investor |
|---|---|
| Abu Dhabi Securities Exchange App | For Individual Investors only (Excluding minors below age 21) |
| ADX offices | ADX offices For all Types of Investors Timings: Mon-Thu (08:30 AM – 03:00 PM) & Fri (08:30 AM – 12:30 PM) |
| Licensed Brokerage Firms at the Abu Dhabi Securities Exchange | For all Types of Investors |
| SAHMI Application | For UAE citizens and residents |
How to Subscribe to the Retail Offer Shares?
If you have decided to invest in Retail Offering, you can subscribe to the offering through the Lead Receiving Bank, First Abu Dhabi Bank (“FAB”) participating branches (refer to the list appended below), or through electronic channels through FAB or through ADX e-portal.
FAB Participating Branches:
First Abu Dhabi Bank PJSC (FAB) – e-subscription:
| # | Branch name | Branch Location Area | Customer Timing | IPO Subscription Timing | Branch Address |
|---|---|---|---|---|---|
| 1 | Business Park, Abu Dhabi | Abu Dhabi | 08:00 AM to 02:00 PM (Monday- Thursday); | 08:00 AM to 01:00 PM – Mon – Thurs. | Khalifa Park Al Qurm, PO BOX:6316 |
| 08:00 AM to 12:30 PM (Friday) | 08:00 AM to 12:00 PM (Friday) | ||||
| 08:00 AM to 02:00 PM (Saturday) | 08:00 AM to 01:00 PM (Saturday) | ||||
| 2 | Bur Dubai | Dubai | 08:00 AM to 02:00 PM (Monday- Thursday) | 08:00 AM to 01:00 PM – Mon – Thurs | Intersection of Shaikh Khalifa Street and Baniyas Street,PO BOX:2993,Dubai |
| 08:00 AM to 12:30 PM (Friday) | 08:00 AM to 12:00 PM (Friday) | ||||
| 08:00 AM to 02:00 PM (Saturday) | 08:00 AM to 01:00 PM (Saturday) |
- Access https://www.bankfab.com/en-ae/investment-banking/iposubscription.
- Refer to the “How to subscribe page” and follow the instructions and submit subscriptions for the Retail Offer Shares.
- In case of any issues or support required, please contact FAB call centre at +971-261-61800.
| ADX ePortal Subscription at
For Arabic – https://www.adx.ae/Arabic/Pages/ProductsandServices/ipo.aspx For English – https://www.adx.ae/English/Pages/ProductsandServices/ipo.aspx |
For all Types of InvestorsRefer to the “ADX IPO ePortal Subscription Instructions” page and follow the instructions. Click on the IPO Subscription Link provided to subscribe for the First Tranche. Please contact the ADX at 6005-239 (ADX)-23 or via email on ePortalOps@adx.ae for any queries on the process. |
What the Important dates relevant to the methods of payment of the subscription and submission of applications?
- Subscription amounts paid by way of cheque must be submitted by 12:00 PM (mid-day) on 16 November 2023.
- Subscription applications received through Internet Banking and website/UAEPGS/FTS must be made before 12:00 PM (mid-day) on 18 November 2023.
- Subscription applications received through above FAB branches as per the stipulated time on 18 November 2023
What is the minimum and maximum subscription size?
First Tranche (Retail Subscribers):
- The minimum application size for subscribers in the First Tranche is AED 5,000 with any additional application in increments of AED 1,000.
- Investor to prefund the subscriptions as at the time of submission of application.
- There is no maximum application size for subscribers in the First Tranche
- Allocation will be done on a pro-rata basis and announced after the closing of the Offer Period and after determining the final Offer Price.
- SMS notification regarding the final allocation will be sent to subscribers in the First Tranche by 25 November 2023.
Can I place multiple applications under the same tranche and apply in both the tranches?
- A subscriber should only apply for offer shares under one tranche only. Duplicate or multiple applications within the same tranche will be accepted and aggregated under a single National Investor Number.
- In the event a subscriber applies for subscription in more than one tranche, the Issuer may disregard one or both of such applications.
Is the allocation of my subscribed amount guaranteed?
Subscribers in the First Tranche will be allocated a minimum guaranteed shares of 1,000 per NIN, subject to the shares applied and the availability of shares, and the remaining subscribed amount will be allocated on a pro-rata basis.
When will I know / be notified of how many shares I will receive?
A notification regarding the final allocation for the First Tranche (pro rata allocation tranche) subscribers will be sent via SMS by 25 November 2023.
If I do not receive the shares for the full amount I subscribed to, how will I be refunded and when?
Lead Receiving Bank and ADX will refund the oversubscribed amounts on the refund date as stated in the Prospectus.
Can I get Initial Public Offering subscription finance or leverage to my subscription?
Please contact your relationship manager at one of the Receiving Banks for further details.
When will I be able to sell my shares?
Trading is expected to begin on or around 4 December 2023, subject to regulatory approvals. From this date, shares of the Company will be listed on the Abu Dhabi Securities Exchange where investors will be able to place orders to buy and sell shares through their broker.
Second Tranche – Professional Investors (discretionary allocation tranche):
- The minimum application size for the subscribers in the Second Tranche (discretionary allocation tranche) is AED 1,000,000.
- There is no maximum application size for subscribers in the Second Tranche.
- Allocation will be done at the discretion of Company.
- Post allocation, Subscriber to make payment within the set timelines.
How to place order for Second Tranche - Professional Investor Offer Shares?
Placing orders through the Lead Placement Agent and payment of funds:
- Professional Investors can place orders with the Lead Placement Agent using the subscription form or the link sent by the Lead Placement Agent.
- The Lead Placement Agent will collect the order forms and accompanying documents, NIN, and funds from Professional Subscribers and share the orders details with the Lead Receiving Bank during the Offer Period.
- Allocation will be decided by the Company in accordance with the allocation policy set out in the Prospectus and communicated to the Lead Placement Agent.
- The Lead Placement Agent, will collect the funds, as required, from each Professional Subscriber who has placed an order during the Offer Period.
- Once the allocation of the Offer Shares has been finalized, the Lead Placement Agent will transfer the allocated capital funds to the Lead Receiving Bank as a single payment.
- The Lead Receiving Bank will confirm the receipt of proceeds and allocate and arrange to issue the relevant Offer Shares to the Professional Subscribers, as applicable.
Contact Us
Soheib Ghizali — Head of Investor Relations
Contact
+971 4 323 9120
soheib@phoenixgroupuae.com
Abu Dhabi, United Arab Emirates
Landline
+971 2 418 7564
Contact
+971 4 323 9120
Address
3412, 34 Floor, Al Maqam Tower, Regus Adgm Square, Al Maryah Island, Abu Dhabi, UAE
PO Box Number
35665
Dubai, United Arab Emirates
Contact
+971 4 323 9120
Address
Office 2901, Floor 29, Boulevard Plaza Tower 2, Burj Khalifa District, Downtown, Dubai, UAE
Investor Relations
ir@phoenixgroupuae.com
Media Enquiries
media@phoenixgroupuae.com