Saudi Manpower Solutions Company final offer price set at upper end of range

SAUDI MANPOWER SOLUTIONS COMPANY (“SMASCO” or the “Company” or the “Group”) the leading manpower solutions company in the Kingdom of Saudi Arabia (the “Kingdom”), announces the successful completion of the institutional bookbuilding process and the determination of the final offer price (the “Final Offer Price”) for its initial public offering (the “IPO” or “Offering”) on the Main Market of the Saudi Exchange.

Following a highly successful bookbuilding process, the Final Offer Price has been set at SAR 7.5 per share, with a market capitalization of SAR 3 billion (USD 800 million) at listing. The price range for the Offering was set at SAR 7 to SAR 7.5.

The institutional bookbuilding process generated an order book of around SAR 115 billion (USD 31 billion) and was 128x oversubscribed, indicating strong investor demand.  

The retail subscription period will take place from Sunday, 18/11/1445H (corresponding to 26/05/2024G) to Monday at 5:00 PM KSA time, 19/11/1445H (corresponding to 27/05/2024G). Individual investors will subscribe at the Final Offer Price.

Abdullah Rakan Altimyat, Chief Executive Officer of SMASCO commented: “We are delighted to have secured strong institutional investor support for our IPO and to announce the final offer price following an exceptionally robust bookbuilding process. This support reflects the strong confidence investors have in our strategic direction, operational excellence and our role as a leader in the manpower solutions sector in the Kingdom and has resulted in an order book 128x oversubscribed. Our success in building a leading market share driven by constant innovation to take advantage of the expanding market in which we operate positions us  for further future growth and as the preferred choice for both corporate and individual manpower solutions across the Kingdom.“

CONFIRMATION OF OFFER DETAILS

• The Final Offer Price for the Offering has been set at SAR 7.5 per share, indicating the Company’s market capitalization of SAR 3 billion (USD 800 million) at listing.
• The total size of the Offering is SAR 900 million (USD 240 million).
• The Offering will consist of a secondary offering of 120,000,000 ordinary shares (the “Offer Shares”) representing 30% of the Company’s total issued share capital). 100% of the Offer Shares have been provisionally allocated to certain institutional investors (the “Participating Parties”) that took part in the book-building process. The Financial Advisor may, in coordination with the Company, reduce the number of Offer Shares allocated to Participating Parties to 108,000,000 Offer Shares, representing 90% of total Offer Shares to accommodate individual subscriber demand. The final number of Offer Shares allocated to the Participating Parties will be clawed-back accordingly based on subscriptions from individual investors.
• Following completion of the Offering, the current shareholders will collectively own 70% of the Company’s share capital.
• Following listing, the Company will have a free float of 30% of its shares.
• A maximum of 12,000,000 Offer Shares, representing 10% of the total Offer Shares, will be allocated to individual subscribers.
• The Company’s shares will be listed and traded on the Saudi Exchange’s Main Market following the completion of the Offering and listing formalities with both the CMA and the Saudi Exchange.
• The net proceeds of the Offering will be received solely by the selling shareholders.

OFFERING TIMETABLE

For more information about the IPO, please visit: https://ipo.smasco.com/

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CONTACT DETAILS
Financial Advisor, Lead Manager, Bookrunner, and Underwriter
SNB Capital Company
Zaid Ghoul, Managing Director, Head of Investment Banking
Email: snbc.cm@alahlicapital.com

Media Enquiry
Instinctif Partners
Matthew Smallwood / Joann Joseph
Email: matthew.smallwood@instinctif.com / joann.joseph@instinctif.com

SMASCO
Abdullah Rakan Altimyat
Email: media@SMASCO.com

Disclaimer

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. Neither the Company nor the Financial Advisor or their respective affiliates undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company or the Financial Advisor to proceed with the Offering or any transaction or arrangement referred to therein. The contents of this announcement are not to be construed as legal, financial or tax advice.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, the Offer Shares to any person in the United States, Canada, Japan, Australia, South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The offer and sale of the Offer Shares has not been and will not be registered under the applicable securities laws of any jurisdiction other than the Kingdom.

This announcement is being distributed subject to the provisions of the Rules on the Offer of Securities and Continuing Obligations (the “OSCO Rules”) issued by the CMA, and should not result in any binding undertakings to acquire shares or subscribe in the Offering. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors may only subscribe in the Offer Shares on the basis of the CMA approved Arabic language prospectus to be issued and published in due course (the “Prospectus”). The information in this announcement is subject to change. In accordance with Article 51 of the OSCO Rules, copies of the Prospectus will, following publication, be available on the websites of the Company (www.smasco.com), the CMA (www.cma.org.sa), the Saudi Exchange (www.saudiexchange.sa) and the Financial Advisor (www.alahlicapital.com).

This announcement is not an offer document for the purposes of the OSCO Rules and should not be construed as such. The CMA and the Saudi Exchange do not take any responsibility for the contents of this announcement, do not make any representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this announcement.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward- looking statements may be identified by the use of forward-looking terminology, including the terms “aim,” “anticipate,” “believe,” “can,” “consider,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “ought to,” “potential,” “plan,” “projection,” “seek,” “should,” “will,” “would,” or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Many factors could cause the actual results to differ materially from those expressed or implied by any such forward-looking statements or contained in projections, including, among other things, risks specifically related to the Company and its operations, the development of global economic and industry conditions, and the impact of economic, political and social developments in the Kingdom. These factors will be described in more detail in the Prospectus. Forward-looking statements speak only as of the date they are made. Each of the Company, the Financial Advisor and its respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise. There is no guarantee that the Offering will occur and you should not base your financial decisions on the Company’s intentions in relation to the Offering at this stage. This announcement does not constitute a recommendation concerning the Offering nor any declaration or undertaking by any means. Acquiring Offer Shares to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested.

Persons considering investment should consult an investment advisor or an authorized person specializing in advising on such investments. The Financial Advisor is acting exclusively for the Company and no-one else in connection with the Offering. It will not regard any other person as its client in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

The contents of this announcement have been prepared by and are the sole responsibility of the Company. Neither the Financial Advisor nor any of its affiliates or respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offering, the Financial Advisor and any of its affiliates, may take up a portion of the Offer Shares in connection with the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Offer Shares and other securities of the Company or related investments in connection with the Offering or otherwise.

Accordingly, references in the Prospectus, once published, to the Company’s shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Financial Advisor and any of its affiliates acting in such capacity. In addition, the Financial Advisor and any of its affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Financial Advisor and any of its affiliates may from time to time, acquire, hold or dispose of securities. The Financial Advisor does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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** THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION, QUOTATION, OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL, ILLEGAL OR WOULD REQUIRE REGISTRATION OF SECURITIES OR OTHER MEASURES **

This announcement is not a prospectus and does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale or subscription of any securities of SMASCO (as defined below) in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any  jurisdiction, including in or into the United States, Canada, Japan, Australia or South Africa.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire shares pursuant to the proposed Offering (as defined below) will be made pursuant to, and any investor should make his investment decision solely on the basis of the information that is contained in the Arabic language prospectus prepared by SMASCO and approved on 11 March 2024G by the Capital Market Authority of the Kingdom of Saudi Arabia (the “CMA”). Copies of the prospectus are available on the websites of the Company (www.smasco.com), the CMA (www.cma.org.sa), the Saudi Exchange (www.saudiexchange.sa) and the Financial Advisor (www.alahlicapital.com), each as defined below.