SAL Saudi Logistics Services Company announces offer price range and start of institutional book-building

​​​​​Following the announcement by SAL Saudi Logistics Services Company (“SAL”, “Company”), the market leading cargo handling player and growing logistics solutions business in Saudi Arabia (“KSA” or “Saudi Arabia”), on 12 September 2023G of its intention to proceed with an initial public offering of 30% of its share capital, the Company announces today the price range for the initial public offering (the “IPO” or the “Offering”) as well as the commencement of the participating parties’ bidding and book-building period. The approved prospectus containing the full details of the Offering has been published on 12 September 2023G. The price at which all subscribers in the Offering will purchase Shares will be determined at the end of the book-building period.

For more information about the IPO, please visit: www.sal.sa/en/ipo

Offer Details

• The price range for the Offering has been set between SAR 98 and SAR 106 per share (the “Price Range”).
• The total Offering size is expected to be between SAR 2,352 million (US$ 627 million) and SAR 2,544 million (US$ 678 million), implying a market capitalization at listing between SAR 7,840 million (US$ 2,091 million) and SAR 8,480 million (US$ 2,261 million).[1]
• The Offering will consist of 24,000,000 ordinary shares (the “Offer Shares”) representing 30% of the Company’s share capital post-listing, to be sold by the current shareholders (the “Selling Shareholders”).
• Immediately following the listing on the Main Market of the Saudi Exchange (Tadawul), the Company is expected to have a free float of 30% (24,000,000) of its total shares (80,000,000).
• Shares will be offered to participating parties entitled to participate in the book-building process (“Participating Parties”) in accordance with the CMA Instructions for Book-Building Process and Allocation Method in Initial Public Offerings, including non-resident qualified foreign financial institutions in accordance with the Rules for Qualified Foreign Financial Institutions Investment in Listed Securities.
• The Selling Shareholders collectively own 100% of the Company’s Shares prior to the Offering. Following completion of the Offering, the Selling Shareholders shall collectively own 70% of the Company’ share capital. The Selling Shareholders include Saudi Arabian Airlines Corporation (“Saudia”), with a shareholding of 70%, and Tarabot Air Cargo Services Limited, with a shareholding of 30%.
• With respect to the Offering, the Company has appointed HSBC Saudi Arabia as the Sole Financial Advisor, Bookrunner, Global Coordinator, Lead Manager and Underwriter.
• Saudi Awwal Bank (SAB), Riyad Bank, Saudi National Bank, Al Rajhi Bank and Arab National Bank (ANB) have been appointed as Receiving Agents (collectively, the “Receiving Agents”) for the Individual Investor tranche.

The Offering is restricted to the following two groups of investors:

Tranche (A): Participating Parties:

• • • This tranche comprises of eligible Participating Entities in the book-building process as specified in the Instructions for Book Building Process and Allocation Method in Initial Public Offerings issued by the board of the CMA, which includes investment funds, companies, Qualified Foreign Investors, GCC corporate investors and certain other foreign investors pursuant to swap arrangements (collectively the “Participating Parties” and each a ”Participating Party”). The number of Offer Shares to be initially allocated to Participating Parties is 24,000,000 shares of the Offer Shares representing 100% of the total Offer Shares. In the event there is sufficient demand by Individual Investors for the Offer Shares, then the Lead Manager has the right to reduce the number of Shares initially allocated to Participating Parties to a minimum of 21,600,000 shares, representing 90% of the total Offer Shares. The number and percentage of Offer Shares to be allocated to Participating Parties shall be determined as deemed fit by the Financial Advisor, in coordination with the Company.

–       Tranche (B): Individual Investors:

• • • This tranche includes Saudi Arabian natural persons, including any Saudi female divorcee or widow with minor children from a marriage to a non-Saudi person who can subscribe for her own benefit in her name or in the names of her minor children, on the condition that she provides proof that she is a divorcee or widow and the mother of her minor children, in addition to any non-Saudi Arabian national who is resident in the Kingdom and any GCC national, in each case who has a bank account with a Receiving Agents and having the right to open an investment account with a Capital Market Institution. Subscription by a person in the name of his divorcee shall be deemed invalid, and if a transaction of this nature has been proved to have occurred, then the regulations shall be enforced against such person. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be accepted. A maximum of two million, four hundred thousand (2,400,000) Offer Shares representing ten percent (10%) of the Offer Shares shall be allocated to Individual Investors. In the event that Individual Investors do not subscribe in full for the Offer Shares allocated thereto, the Lead Manager may reduce the number of Offer Shares allocated to Individual Investors in proportion to the number of Offer Shares subscribed for by them.

Book-building and Subscription Procedures for Participating Parties:

• • Participating Parties registered in the Kingdom must submit Bid Forms to participate in the book-building process. Subscription Forms can be obtained from the Financial Advisor after the provisional allocation. A signed Subscription Form must be submitted to the Bookrunner, which represents a legally binding agreement between the Selling Shareholder and the Participating Party submitting the application. For more details, please refer to the Offering prospectus. Participating Parties may amend or cancel their requests at any time during the Book-Building Period, provided that the said requests are amended by submitting an amended application form or an appended bid form (as applicable) before determination of the Offer Price, which will take place before the Offering Period begins.

 Subscription Procedures for Individual Subscribers:

• • Subscription Application Forms will be available from (26/03/1445H – 28/03/1445H 11:59pm KSA, corresponding to 11/10/2023G – 13/10/2023G 11:59pm KSA) the (“Offering Period”) on the websites of the Receiving Agents offering this service. Subscribers can also subscribe through the internet, telephone banking or ATMs of any of the Receiving Agents that provide these services to its customers, provided that the following requirements are satisfied:

• 1. 1. The Individual Subscriber has a bank account at a Receiving Agent which offers such services.
     2. No changes have been made to the Subscriber’s personal information since their subscription in a recent offering.

Timeline of the Offering:

About SAL:

SAL is a world class cargo handling and logistics player in Saudi Arabia that is catalyzing the Kingdom’s transformation into a more diversified economy connected to global markets through corporate networks and increasing flows of goods.

The company operates across four different verticals; cargo handling, logistics solutions, passenger handling, and fulfilment, offering a broad spectrum of value-added services, covering 18 airports across the Kingdom – including the 4 major airports Riyadh, Jeddah, Medina, and Dammam – with 139k sqm of cargo terminal area.

In 2022G, its cargo handling business line contributed c.87% to total revenue, with the company handling 722k tonnes of cargo and retaining its position as the undisputed market leader in Saudi Arabia with a c.95% market share. SAL’s global logistics solutions business was launched in late 2021G and covers end-to-end solutions (for sea, air, and land freight), special projects, customs clearance, and warehousing. In 2022G, the business has delivered 7,000+ services for 30+ customers, across a variety of sectors including government/semi-government entities, entertainment and cultural events, and automotive, OEM and aerospace/aviation sectors.

SAL’s foothold across key airports in the Kingdom provides an attractive opportunity to expand its services into fulfilment, and passenger handling of low-cost carriers. Under passenger handling, SAL was granted an economic license to provide passenger handling services in KSA in December 2022G, and partnered with Menzies Aviation, the world’s largest aviation services company. All these factors make it well-positioned to capitalize on the growth of the Kingdom’s passenger ground services market, which is expected to experience a CAGR of 11.3%, increasing from 67 million passengers in 2022G to 158 million passengers in 2030G according to independent analysts, or c.330 million passengers by 2030G according to the Government’s Vision 2030 projections.

Financially, SAL holds a stellar track record with consistent growth trajectory and market-leading profitability. In the first half of 2023G, SAL recorded a YoY growth of 15.1% and 26.7% in revenue and net income respectively. Its EBITDA grew by 24.5% YoY, with margin improving to 47%. Moreover, due to the high cashflow generative business, the company’s capex is self-funded, and SAL was able to issue dividends amounting to SAR70m in the first quarter of 2023G, in addition to the dividends of SAR100m and SAR255m paid in FY21 and FY22 respectively.

Historically, SAL has performed consistently well with a revenue CAGR of c.20% over the period FY20-FY22. It also maintained strong EBITDA growth of c.15% CAGR over the period FY20-FY22 and achieved 45% margin in FY22. Net income margins have remained relatively steady, increasing from 28% in FY20 to 30% in FY22, while net debt reduced from 2.8x EBITDA to 1.7x at end of FY22.