Abu Dhabi's Adnoc is to transfer its equity stakes in its listed companies to its international investment unit XRG, with the move not expected to affect operations, teams or the strategic direction of the entities.
The companies included in the transfer are Adnoc Distribution, Adnoc Drilling, Adnoc Gas and Adnoc Logistics and Services, all listed on the Abu Dhabi Securities Exchange, it said in a statement on Thursday.
Adnoc said it “will continue to retain control and ultimate ownership of the listed companies through its 100 per cent shareholding of XRG and reaffirms its commitment to long-term value creation and capital discipline”.
The internal administrative share transfers will have no impact on the day-to-day operations, leadership or strategic direction of the respective listed companies, it added. The companies’ dividend policies, capital allocation frameworks, indebtedness targets and mergers and acquisitions strategies also remain unchanged.
The transfer of Adnoc's majority shareholdings in Adnoc Distribution, Adnoc Gas and Adnoc L&S was effected on Thursday through an off-market transfer on the ADX, with the share transfer of Adnoc Drilling to take place following regulatory approvals.
Adnoc also confirmed that its entire stake in Fertiglobe is now held through XRG.
The internal transfers will “further strengthen XRG’s size and financial position, and drive its long-term development, through access to stable and attractive dividend streams, supported by the listed companies’ existing disciplined growth and capital return agendas”, Adnoc said.
XRG was launched last year as a global lower-carbon energy and chemicals investment company, with an enterprise value exceeding $80 billion. With headquarters in Abu Dhabi, it is focused on scalable energy solutions to help support artificial intelligence and industry.
The company has been expanding its operations globally and plans to double its asset value over the next decade, capitalising on energy transition, AI advances and the rise of emerging economies.
In July, Adnoc said it planned to transfer its 24.9 per cent stake in Austrian energy company OMV to XRG. Through the investment in OMV, which held a 75 per cent stake in Austrian plastics maker Borealis, Adnoc increased its stakes in Borealis and Borouge.
In March, Adnoc and OMV agreed on terms to merge their polyolefins business and create a $60 billion global company. They said the joint venture company, Borouge Group International (BGI), would combine Adnoc’s Borouge with OMV’s Borealis unit.
Adnoc has also signed a share purchase agreement with Nova Chemicals, a unit of Mubadala Investment Company, for the full acquisition of Nova.
On completion of the Borouge and Borealis merger, the new entity will take ownership of Nova for $13.4 billion, including debt, which will expand its footprint in North America.
“Upon receipt of regulatory approvals and the successful completion of the proposed transactions … Adnoc's entire stake in BGI will be transferred to and held by XRG,” Adnoc said on Thursday.
XRG’s chemicals platform aims to become a top-five global player, producing and delivering chemical and speciality products to meet a projected 70 per cent increase in global demand by 2050, Adnoc said last year. It is also investing in natural gas projects to meet growing demand for LNG.
In June, XRG made a $19 billion indicative offer to buy Australia's second-largest gas producer, Santos. Under the proposal, a consortium led by XRG, including Abu Dhabi's sovereign wealth fund ADQ and global investment firm Carlyle, proposed to acquire 100 per cent of the ordinary shares in Santos.
The company also said in December last year that it would become the majority shareholder of Covestro, after the German chemicals company’s shareholders accepted a takeover offer in a €14.7 billion ($17 billion) deal. However, that deal is currently being reviewed by the European Commission under its rules about foreign subsidies.
XRG has this year closed other international deals, including Arcius Energy, its joint venture with BP for upstream gas in Egypt, its stake in the Absheron gas and condensate field in Azerbaijan, and its participation in Offshore Block 1 in Turkmenistan.
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Ten tax points to be aware of in 2026
1. Domestic VAT refund amendments: request your refund within five years
If a business does not apply for the refund on time, they lose their credit.
2. E-invoicing in the UAE
Businesses should continue preparing for the implementation of e-invoicing in the UAE, with 2026 a preparation and transition period ahead of phased mandatory adoption.
3. More tax audits
Tax authorities are increasingly using data already available across multiple filings to identify audit risks.
4. More beneficial VAT and excise tax penalty regime
Tax disputes are expected to become more frequent and more structured, with clearer administrative objection and appeal processes. The UAE has adopted a new penalty regime for VAT and excise disputes, which now mirrors the penalty regime for corporate tax.
5. Greater emphasis on statutory audit
There is a greater need for the accuracy of financial statements. The International Financial Reporting Standards standards need to be strictly adhered to and, as a result, the quality of the audits will need to increase.
6. Further transfer pricing enforcement
Transfer pricing enforcement, which refers to the practice of establishing prices for internal transactions between related entities, is expected to broaden in scope. The UAE will shortly open the possibility to negotiate advance pricing agreements, or essentially rulings for transfer pricing purposes.
7. Limited time periods for audits
Recent amendments also introduce a default five-year limitation period for tax audits and assessments, subject to specific statutory exceptions. While the standard audit and assessment period is five years, this may be extended to up to 15 years in cases involving fraud or tax evasion.
8. Pillar 2 implementation
Many multinational groups will begin to feel the practical effect of the Domestic Minimum Top-Up Tax (DMTT), the UAE's implementation of the OECD’s global minimum tax under Pillar 2. While the rules apply for financial years starting on or after January 1, 2025, it is 2026 that marks the transition to an operational phase.
9. Reduced compliance obligations for imported goods and services
Businesses that apply the reverse-charge mechanism for VAT purposes in the UAE may benefit from reduced compliance obligations.
10. Substance and CbC reporting focus
Tax authorities are expected to continue strengthening the enforcement of economic substance and Country-by-Country (CbC) reporting frameworks. In the UAE, these regimes are increasingly being used as risk-assessment tools, providing tax authorities with a comprehensive view of multinational groups’ global footprints and enabling them to assess whether profits are aligned with real economic activity.
Contributed by Thomas Vanhee and Hend Rashwan, Aurifer
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5. Nico Hulkenberg (GER/Renault) 1:29.480 (14)
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