Rasan Information Technology Company announces its final offer price at SAR 37 per share

Rasan Information Technology Company (“Rasan” or the “Company” or the “Issuer”) and together with its subsidiaries (the “Group”), the leading FinTech and InsurTech services provider in the Kingdom of Saudi Arabia (the “Kingdom”), today announces the successful completion of the book-building process for participating entities and the Final Offer Price (“Final Offer Price”) for the Company’s Initial Public Offering (“IPO” or the “Offering”).

The Final Offer Price for the Offering has been set at SAR 37 per share (the “Final Offer Price”), pricing at the top of the range. This implies a market capitalization of SAR 2.8 billion (USD 747 million) at listing. The recorded orders during the institutional book-building stood at around SAR 108.6 billion (USD 29.0 billion), representing a coverage of 129.1x times.

The retail subscription period will last for two days, which will commence on Wednesday, 29 May 2024 and end on Thursday, 30 May 2024.

Moayad Alfallaj, Co-founder and CEO of the Company said: “We are delighted that Rasan’s IPO has been met with an overwhelming level of interest from institutional investors, resulting in a remarkable oversubscription of our shares. Pricing our IPO at the top of the range affirms the market’s deep confidence in Rasan’s strategic vision and highlights our commitment to a growth strategy that is designed to generate significant value for our shareholders. We are focused on capitalizing on this momentum to expand our market presence and drive sustainable long-term growth.”

The Company’s prospectus includes all details of the IPO. For additional information, please visit the Company’s IPO website: https://ipo.rasan.co/

BACKGROUND TO THE OFFERING

• On 25 March 2024, the Capital Market Authority (“CMA”) announced its approval of the Company’s application for registering its share capital and Offering 22,740,000 ordinary shares, with a nominal value of 1 SAR per share, of the Company’s issued shares by way of (i) the sale of 17,440,000 existing ordinary shares (the “Sale Shares”) by the Company’s current shareholders in proportion with their existing shareholding (the “Selling Shareholders”)[1], and, (ii) the issuance of 5,300,000 new ordinary shares (the “New Shares”) (referred to with the Sale Shares as (the “Offer Shares” and each as an “Offer Share”) for public offering through a capital increase.
• The Sale Shares represent 23% and the New Shares represent 7% of the Company’s issued share capital, respectively, upon completion of the Offering, totalling 30% of the Company’s issued share capital (after issuance of the New Shares and the Company’s capital increase).
• The Company has appointed Saudi Fransi Capital and Morgan Stanley Saudi Arabia as its financial advisors (the “Financial Advisors”), bookrunners (the “Bookrunners”), joint global coordinator sand underwriters (the “Underwriters”) in connection with the Offering of the Offer Shares. The Company has also appointed Saudi Fransi Capital as the Lead Manager (the “Lead Manager”).
• Banque Saudi Fransi and Alrajhi Bank have been appointed as the receiving agents (the “Receiving Agents”) for the Individual Subscribers’ tranche.
• The CMA and Saudi Exchange approvals have been obtained for the Offering and listing as outlined below:
• Rasan to register its shares and offer 22,740,000 ordinary shares representing 30% of the Company’s issued share capital of 75,800,000 shares (the “Shares”) by way of a sale by the Selling Shareholders and issuance of the New Shares.
• The Company’s Shares, including the Offer Shares, will be listed and traded on the Main Market of the Saudi Exchange following the completion of the IPO and listing formalities with the CMA and the Saudi Exchange.
• The Company’s substantial shareholders[2] who own 5% or more of its Shares will be subject to a lock-up period of 6 months, which will begin from commencement of trading of the Shares on the Saudi Exchange.
• The Offering will be restricted to the following groups of subscribers:
  • Tranche (A): Participating Parties: this tranche comprises the parties entitled to participate 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 the Offer Shares provisionally allocated to the Participating Parties is 22,740,000 Offer Shares, representing 100% of the Offer Shares. Final allocation shall be after the end of the individual subscription period, and if there is sufficient demand from the Individual Subscribers (as defined below), the Joint Financial Advisors, in consultation with the Company, will have the right to reduce the number of Offer Shares allocated to Participating Parties to 20,466,000 Shares, representing 90% of the Offer Shares.

• • Tranche (B): Individual Subscribers: this tranche comprises Saudi Arabian natural persons, including any Saudi female divorcee or widow with minor children from a marriage to a non-Saudi individual who can subscribe for her own benefit or on behalf of her minor children on the condition that she proves that she is a divorcee or widow and the mother of her minor children, in addition to any non-Saudi natural person who is a resident in the Kingdom, or GCC nationals, who have a bank account and are entitled to open an investment account with one of the Receiving Agents (as defined below) and an active stock portfolio with one of the Capital Market Institution affiliated with a Receiving Agent through which the subscription is being made (collectively, the “Individual Subscribers” and each a “Individual Subscriber”). A subscription for shares made by a person in the name of his divorcee will be deemed invalid and the law will be enforced against such an applicant if a transaction of this nature is proved to have occurred. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be considered. A maximum of 2,274,000 Shares, representing 10% of the Offer Shares, will be allocated to Individual Subscribers. If Individual Subscribers do not subscribe for all the shares allocated to them, the Joint Financial Advisors may reduce the number of shares allotted to them in proportion to the number of shares for which they subscribed.

• • The Offer Shares will be offered to certain Qualified Foreign Investors (“QFIs”) or to foreign investors located outside the United States through swap agreements (“SWAP”). This class of Participating Entities will subscribe outside the United States in “offshore transactions” in accordance with Regulation S under the US Securities Act. The Offer Shares have not and will not be registered under the US Securities Act or the securities laws of any state of the United States of America or under any other law or regulation outside the Kingdom. This Offering may not be considered as an offer to sell or an invitation to purchase securities in any jurisdiction where this Offering is unlawful or is not permitted.

EXPECTED OFFERING TIMELINE

Note: The above timetable and dates therein are indicative. Actual dates will be communicated through announcements appearing on the websites of the Saudi Exchange (www.saudiexchange.sa) and the websites of the Joint Financial Advisors.