This summary aims at providing a brief background of the information contained in the Prospectus independently with respect to the Offering. However, it does not contain all the information that may be important for the potential investors. Thus, anyone who desires to subscribe to Offer Shares should review the important notice stated in page (b) and Section 2 “Risk Factors” and all information stated in the Prospectus carefully before taking the decision of subscription to Offer Shares. Such decision shall not depend only on this summary.
The following table shows the names of major shareholders, their pre-Offering and post-Offering ownership percentage in the Company.
* Ownership percentages are rounded.
|Two hundred million Saudi Riyals (SAR 200,000,000).
|Total number of Company shares
|Twenty million (20,000,000) ordinary fully paid shares.
|Nominal Value per Share
|SAR (10) per share.
|Offering for public subscription shall be in the shares of the Company for six million (6,000,000) ordinary shares with a nominal fully paid value of ten Saudi Riyals (SAR 10) per share. The total Offer Shares represent thirty percent (30%) of the Company’s capital.
|Total number of Offer Shares
|Six million (6,000,000) ordinary shares.
|Percentage of the Offer Shares in the capital of the Company
|The total Offer Shares represent thirty percent (30%) of the Company’s capital.
|Categories of targeted investors
Subscribing for the Offer Shares shall be restricted to the following two tranches:
Tranche (A) Participating Entities: This tranche includes the categories that are entitled to participate in the book building process in accordance with the Book Building Instructions issued by the Authority (for more details, please refer to Section 1 “Definitions and Terms” of this Prospectus)
Tranche (B) Individual Subscribers: This tranche comprises Saudi Arabian nationals, including any Saudi female divorcee or widow with minor children from a marriage to a non-Saudi person who may subscribe by their names for her own benefit provided that she provides an evidence proves that she is a divorcee or widow and the mother of her minor children, any non-Saudi natural person who is resident in the Kingdom and any GCC national, who has a bank account with a Receiving Entity, and is allowed to open an investment account. Subscription by a person in the name of his divorcee shall be deemed null, and if a transaction of this nature has been proved to have occurred, then the law shall be enforced against this person. In case there has been two subscriptions, the second one is deemed null and only the first one shall be taken into consideration
|Total number of Company shares for each category of targeted investors
|Number of Offer Shares for Subscribing Institutions
|Six million (6,000,000) ordinary shares representing (100%) of the total Offer Shares. In case there is sufficient demand by Participating Entities, the Bookrunner shall have the right to reduce the Offer Shares provisionally allocated to Participating Entities to five million four hundred thousand (5,400,000) shares, representing ninety percent (90%) of the total Offer Shares.
|Number of Offer Shares for Retail Investors
|Six hundred thousand (600,000) ordinary shares as maximum, representing ten percent (10%) the Offer Shares.
|Subscription method for categories of targeted investors
|Subscription method for Participating Entities
|The Bookrunner shall provide subscription application forms for Participating Entities during the book building process. After initial allotment, the lead manager will provide subscription application forms for Participating Entities to be filled in according to the instructions indicated in Section 17 “Subscription Terms and Instructions” of this Prospectus.
|Subscription method for Individuals
|Subscription Application Forms will be available during the Offering Period on the websites of the Receiving Agents which provide such services.Subscription forms shall be filled in according to the instructions indicated in Section 17 “Subscription Terms and Instructions” of this Prospectus.Individual Subscribers who have previously participated in one of the recent subscriptions may subscribe through the Internet, phone-banking, or ATMs of the receiving entities that provide all these services or some of them to their clients, provided that: (A) The Subscriber must have a bank account with a Receiving Entity which offers such services. (B) No change in the information of the individual investor since his recent subscription occurred. (C) Individual Investors other than Saudi and GCC citizens shall have accounts at a Capital Market Institution providing this service.
|Method of allocation and excess amount refund to each category of the targeted investors
|Allocation of Offer Shares to Participating Entities
|Offer shares shall be eventually allocated for Participating Entities by the Bookrunner after the completion of Individual Investors’ subscription using the optional share allocation method. The number of Offer Shares to be allocated to Participating Entities is six million (6,000,000) shares, representing one hundred percent (100%) of the Offer Shares, knowing that if there is sufficient demand by Individual Investors, the Bookrunner shall have the right to reduce the Offer Shares provisionally allocated to Participating Entities to five million four hundred thousand (5,400,000) ordinary shares, representing ninety percent (90%) of the total Offer Shares after the completion of the Individual Investors’ subscription.
|Allocation of Offer Shares to Individual Investors
|It is expected that allotment of Individual Investors’ shares to be ended at maximum 07/07/1443H (corresponding to 08/02/2022G). Knowing that the minimum subscription allocation for each individual investor is ten (10) shares, while the maximum for each individual investor is two hundred and fifty thousand (250,000) shares. The remaining Offer Shares shall be allocated (if any) on a pro rata basis subject to the portion of each Subscriber in the total share required to be subscribed. If the number of Individual Investors exceeds sixty thousand (60,000), the Company shall not promise to allocate the minimum limit. In this case, allocation shall be according to the decision of the issuer and the financial advisor.
|Refund of the Excess Amount of the Subscription Funds
|Excess subscription monies, if any, will be refunded to the Subscribers without any charge or withholding by the Lead Manager or the receiving entities (as the case may be). The refunding of the excess subscription (if any) shall be declared maximum on 09/07/1443H (corresponding to 10/02/2022G) (for further details, see Section “Key Dates and Subscription Procedure” on page (m) and Section 17 “Subscription Terms and Instructions- provisions of allocation and Refunds” of this Prospectus).
|The period shall commence on 28/06/1443H (corresponding to 31/01/2022G) and continue for a period of (4) days up to and including the subscription closing date which is on 02/07/1443H (corresponding to 03/02/2022G).
Alistithmar for Financial Securities and Brokerage Company (Alistithmar Capital)
13515 King Fahd Road, Al-Aqiq District, Riyadh
P.O. Box 6888 – 11452
Kingdom of Saudi Arabia
Tel: +966 (11) 2547666
Fax: +966 (11) 4892653
Website: www. icap.com.sa
Note: The Important Notice section on page (b) and Section 2 “Risk Factors” of the Prospectus should be considered carefully prior to making an investment decision in the Offering.
|The Expected Timetable for the Subscription
|Subscription period for Participating Entities and the book building process
|Subscription for Participating Entities shall start on 14/06/1443H (corresponding to 17/01/2022G) and shall continue for (11) days that will expire on 24/06/1443H (corresponding to 27/01/2022G).
|Subscription Period for individuals
|Subscription for individuals investors shall start on 28/06/1443H (corresponding to 31/01/2022G) and shall continue for (4) days that will expire on 02/07/1443H (corresponding to 03/02/2022G).
|Deadline for submitting Subscription Application Forms for Subscribing Institutions based on the initially allocated number of Shares for each of them
|On day 29/06/1443H (corresponding to 01/02/2022G).
|Deadline to pay the Subscription amount for Subscribing Institutions based on their initially allocated shares
|On day 01/07/1443H (corresponding to 02/02/2022G).
|Deadline to submit Subscription Applications and pay the Subscription amount for Individual Subscribers
|On day 02/07/1443H (corresponding to 03/02/2022G).
|Announcement of Final Offer Shares Allotment
|On day 07/07/1443H (corresponding to 08/02/2022G).
|Subscription surplus refund (if any)
|On day 09/07/1443H (corresponding to 10/02/2022G).
|Expected Commencement Date of Share Trading on the Exchange
|Shares of the Company are expected to be traded in the market after meeting all requirements and fulfilling all relevant regulatory procedures. The start of share trading will be announced via Tadawul website ((www.saudiexchange.sa).
Notification Timeline and the above-mentioned dates are indicative. Actual dates shall be announced through advertisements that will be displayed on the Tadawul website (www.saudiexchange.sa), the website of the Company (www.smeh.com.sa) and the website of the financial advisor (www.icap.com.sa).