Saudi Tadawul Group Holding Company announces the IPO Final Offer Price

Saudi Tadawul Group Holding Company (“STG” orthe “Company”), a leading diversified capital market group in the MENA region, along with SNB Capital Company, J. P. Morgan Saudi Arabia Company, and Citigroup Saudi Arabia, as joint financial advisors, announced the successful completion of its book-building process and the pricing and final offer price for its Initial Public Offering (the “IPO” or the “Offering”).

The final offer price (the “Final Offer Price”) for the offering has been set at SAR 105 per share, implying a market capitalization on the listing date of SAR 12.6 billion (USD 3.36 billion).

The IPO order book was 121 times oversubscribed with the book-building process generating an order book of SAR 458 billion.

The individual investor subscription period is scheduled to commence on Tuesday, 30 November 2021 and ends on Thursday, 2 December 2021 (by 5pm KSA time).

On 3 rd November 2021, the Capital Market Authority (“CMA”) approved the Company’s application for registration of its shares and offering of 36,000,000 ordinary shares (“Offer Shares”), representing 30% of STG’s capital, by way of a sale of shares by the sole shareholder, the Public Investment Fund (the “Selling Shareholder”).

Offering Details:

– The Final Offer Price for the Offering has been set at SAR 105 per share, implying a market capitalization the listing date of SAR 12.6 billion

– The total Offering size is SAR 3.78 billion

– The Offering is comprised of a sale of thirty-six million (36,000,000) shares by the Selling

Shareholder

– 100% of the Offer Shares have been provisionally allocated to the institutional investors who have participated in the bookbuilding process (“Institutional Investors”). This may be reduced to twenty-five million, two hundred thousand (25,200,000) Offer Shares, representing 70% of the total Offer Shares, depending on the level of demand by Individual Subscribers (as defined below). The final number of Offer Shares allocated to the Institutional Subscribers will be adjusted accordingly based on subscriptions from Individual Subscribers .

– Immediately following the listing, the Company is expected to have a free float of 30% of the share capital of the Company

– With respect to the Offering, the Company appointed SNB Capital Company (“SNB Capital”),Citigroup Saudi Arabia (“Citigroup”) and J. P. Morgan Saudi Arabia Company (“JP Morgan  ”)as Financial Advisors, Joint Global Coordinators, Underwriters and Bookrunners (together, the “Bookrunners” or “Financial Advisors”). The Company also appointed SNB Capital Company to act as Lead Manager

– Saudi National Bank (SNB), Al Rajhi Bank, Riyad Bank, Alinma Bank and Arab National Bank have been appointed as receiving agents (collectively, the “Receiving Agents”) for the Individual Subscribers tranche

– Individual Subscribers will be able to subscribe for shares in the Offering between Tuesday,

30 November 2021 and Thursday, 2 December 2021 (by 5pm KSA time) at the Final Offer Price of SAR 105 per Offer Share through the Receiving Agents

– Individual Subscribers: This tranche comprises Saudi natural persons including any Saudi female divorcee or widow with minor children from a marriage to a non-Saudi individual, who is entitled to subscribe to the Offer Shares for her own benefit or in the names of her minor children, on the condition that she 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 or GCC nationals, in each case, who have a bank account, and is entitled to open an investment account, with one of the Receiving Agents. A subscription for Shares made by a person in the name of his divorcee shall be deemed invalid and if a transaction of this nature is proved to have occurred, the law shall be enforced against the applicant. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be accepted.

A maximum of 10,800,000 Offer Shares which represent 30% of the Offer Shares shall be allocated to Individual Subscribers. If Individual Subscribers do not subscribe for all the shares allocated thereto, the Financial Advisors may reduce the number of Shares allocated to them in proportion to the number of Shares to which they subscribed.