Riyadh, Kingdom of Saudi Arabia: Almasar Alshamil Education (the “Company” or including its subsidiaries the “Group”), the leading provider of specialized education in the GCC, today announced its intention to proceed with an initial public offering (the “IPO” or the “Offering”) and the listing of its ordinary shares (“Shares”) on the Main Market of the Saudi Exchange (“Tadawul”).

On 29 September 2025G, the Capital Market Authority (the “CMA”) announced its approval of the Company’s application for registering its share capital, and the Offering of 30,720,400 shares (the “Offer Shares”) representing 30% of the Company’s share capital. The Offering price will be determined at the end of a book building process. Amanat Special Education and Care Holdings Ltd. is the Company’s sole shareholder prior to the IPO (the “Selling Shareholder”). The Offer Shares will be sold by the Selling Shareholder as part of the Offering.

The Offer Shares will be offered for subscription to individual and institutional investors, including investment funds, companies, Qualified Foreign Investors (“QFIs”), Foreign Strategic Investors (“FSIs”), and GCC corporate investors. In addition, other foreign investors who are non-GCC nationals and are not residents of the GCC, as well as non-GCC institutions registered outside the KSA, will be permitted to acquire an economic interest in the shares indirectly by entering into SWAP agreements with capital market institutions authorized by the CMA.

The net proceeds of the Offering (the “Net Offering Proceeds”) will be paid directly to Amanat Special Education and Care Holdings Ltd. being the Selling Shareholder, and the Company will not receive any portion of the Offering proceeds.

COMPANY OVERVIEW AND BUSINESS ACTIVITIES

  • Almasar Alshamil Education is the leading provider of specialized education in the GCC providing services to the special needs education, care and rehabilitation sectors, and higher education sector through a number of private universities.
  • The Group’s special needs business is operated in KSA through Human Development Company (“HDC”) and HDC’s subsidiary Human Rehabilitation Company (“HRC”), which together are the largest private provider of Special Needs Education and Care (“SEC”) for children with disabilities. In total, they operate 39 daycare centers, 14 private schools and three clinics with more than 7,950 beneficiaries.
  • In the higher education sector, the Company operates through Middlesex University Dubai (“MDX Dubai”), which currently has an enrollment of more than 6,400 students across two campuses, and NEMA Holding Company, in which it effectively holds a 35% interest, and which primarily operates in the higher education sector serving over 13,500 students across five campuses.
  • The special needs education, care and rehabilitation sectors and higher education sector are high-growth and underserved education sectors, benefiting from positive structural trends, underpinned by favorable demographics and closely aligned to national strategies.
  • The Group’s unique capabilities and unified approach enable it to manage multiple scalable and capex-light businesses within the education sector under a single cohesive strategy that aims to achieve above-market growth rates whilst fostering social inclusivity and contributing to the broader development of human capital in the region.
  • The Group has a strong financial profile with revenue growing from SAR 181.0 million in 2022G to SAR 437.1 million in 2024G, a CAGR of 55%, with underlying growth significantly outpacing overall sector growth. EBITDA increased to SAR 215.6 million in 2024G, from SAR 96.7 million in 2022G, implying a CAGR of 49%.

Dr. Shamsheer Vayalil, Chairman of Almasar Alshamil Education, commented: “Today marks a major milestone in Almasar Alshamil Education’s journey to expand access to high-quality, specialized education across the region. Our intention to list a 30% stake on the Saudi Exchange reflects the growing strength of our business and the strong demand for inclusive and specialized education services across the GCC. As the largest provider of special education needs in Saudi Arabia and a leading operator in higher education in the UAE, this next chapter will enable us to accelerate our contribution to national development in the region whilst continuing to enhance the lives of future generations and positively influence the communities in which we operate. The IPO is also a testament to our confidence in the long-term prospects of Almasar Alshamil Education, enabling us to broaden our impact and continue investing in the development of skilled and future-ready human capital across the region.”

Mr. Majed Al Mutairi, Chief Executive Officer of Almasar Alshamil Education, said: “Supported by the increased demand for high-quality specialist education in the region coupled with strong macroeconomic tailwinds, Almasar Alshamil Education is uniquely positioned to scale our high-impact education providers across Special Education Needs and Care (SEC) and Higher Education. From providing comprehensive education, rehabilitation, and care services through Human Development Company, to operating the region’s leading higher education institutions, such as the first international campus of Middlesex University in Dubai and Abu Dhabi University through NEMA Holding, we have built a portfolio that is strong, mission-led, and scalable. The IPO will enable us to strengthen our capabilities, expand our geographic reach, and continue to make specialized education more accessible for underserved segments, while creating long-term value for our shareholders.”

STRENGTHS AND COMPETITIVE ADVANTAGES

Almasar Alshamil Education operates as a specialized education group, delivering value through operational excellence, strategic leadership and a strong focus on positive societal impact. As a pioneer in the underserved higher education and SEC sectors, the Group has a unique ability to maximize shareholder returns while achieving positive social outcomes.

The Group’s unique capabilities and unified approach enable it to manage multiple businesses within the education sector under a single cohesive strategy, facilitating streamlined decision-making, centralized oversight and optimal resource allocation. This approach aims to achieve above-market growth rates driven by a focus on quality of outcomes, cost efficiency and the ability to support growth initiatives through knowledge sharing, market experience and access to funding for growth.

The Group is mission-driven, addressing critical education gaps by providing access to quality education services for more than 7,950 beneficiaries with special needs, fostering social inclusivity and contributing to the broader development of human capital in the region.

INVESTMENT HIGHLIGHTS

Operates in high-growth and underserved education segments benefiting from positive structural trends, underpinned by favorable demographics and closely aligned to national strategies

  • The GCC is amongst the fastest-growing global education markets, with KSA’s nominal GDP growing at a CAGR of 10.5% and the UAE at 11.3% from 2021G to 2023G. This economic momentum has fuelled strong increases in education expenditure, which is forecasted to grow at a CAGR of 6.1% in KSA and 5.9% in the UAE between 2023G and 2028G.
  • In higher education, the UAE enrolled 181k students in 2023G and the higher education market is expected to grow at a CAGR of 5.8% through 2028G, led by the private sector at 9.6%, which benefits from offering market-relevant, internationally accredited programs and the ability to attract international students. KSA’s higher education sector had 250k students in 2023G and is forecasted to expand through 2028G, with private institutions’ student base expected to grow at 7.1% annually, supported by government reforms, including new policies that allow foreign university branch campuses.
  • In special education, KSA enrollments grew from 87k students in 2023G and are projected to reach 131k by 2028G, reflecting an 8.6% annual growth rate, driven by greater awareness, reduced stigma, and strong government initiatives that promote inclusivity.

Industry-leading assets with strong brand recognition and market-leading positioning

  • Almasar Alshamil Education serves c. 28,000 students and beneficiaries in the special education and care and higher education sectors, operating across 39 special education and care centers,14 special education and care schools, three universities (with seven campuses) and three clinics.
  • In Special Needs Education and Care (SEC), HDC, along with HRC, is the only SEC player of scale in KSA, operating a network of top-rated centers across 8 regions and with around 4,000 daycare beneficiaries as of 2023G, making it the only player with double digit market share amongst private sector providers. In the SEC school sector, the Group enjoys a similar market-leading position amongst private players with around 1,000 students. The number of beneficiaries at HDC subsequently increased to 7,950 as at September 2025G.
  • In higher education, Middlesex University Dubai holds the largest market share in Dubai’s private higher education sector, representing around 7.4% of all private higher education students in the UAE. As of 31 December 2023G, the university enrolled approximately 4,900 students, of whom 35% were international. Total number of students at MDX has subsequently increased to 6,400 as at September 2025.
  • Abu Dhabi University is the largest private university by enrollments in the UAE, with an estimated 13.5% market share as of 2023G, which when combined with MDX Dubai and Liwa University, results in an estimated market share of 26.1%, making the Group the largest private higher education sector player in the UAE.

Strong focus on positive societal impact, inclusive education and human capital development in the region

  • In line with the national objectives of the KSA and UAE governments, Almasar Alshamil Education is committed to empowering individuals and contributing to the future human capital in the region, by enabling higher education graduates with job-ready skills and supporting children and adults with learning difficulties. This includes launching programs in high-growth sectors such as health sciences, sports, tourism, fintech, and legal technology.
  • Initiatives like the Middlesex Innovation Hub foster innovation and entrepreneurship among students, while the Middlesex Institute of Sustainable Development promotes the United Nations’ Sustainable Development Goals via research, training, and community outreach.
  • In KSA, the Group’s workforce is approximately 80% Saudi nationals, with a particular focus on creating employment opportunities for women, demonstrating tangible alignment with its ESG and human capital objectives.

Student and beneficiary-centric approach with a focus on quality of education and positive outcomes

  • The Group maintains a student-centric approach, with a commitment to academic excellence that is reflected in its rigorous, high-quality education and special needs programs, which are continuously updated to align with international standards, industry demands and best practices, resulting in positive student and beneficiary outcomes and a first-class student experience.
  • HDC’s daycare centers all achieved the highest rating of A+ as awarded by the Ministry of Human Resources and Social Development in the academic year 2024G/2025G whilst MDX Dubai was rated 5 stars (the highest possible rating) by the KHDA Rating of International Higher Education Institutions in Dubai, in 2022G (which is the most recent year in which it was conducted). Abu Dhabi University is ranked in the top 200 universities in the world by Times Higher Education and the number one university in the Arab World for Business in 2025G.

Scalable business model capitalizing on industry-leading positions and strong brand positioning

  • Growth at HDC is supported by a scalable, capex-light business model, facilitating rapid expansion through integrated systems, standardized programs, a robust progress monitoring framework and tailored workforce training programs that ensure consistency in education delivery, quality of services and cost-effective scaling.
  • As a result, HDC has expanded rapidly, increasing its number of operating daycare centers by opening 22 new daycare centers since 2021G (four of which launched in 2025G). This growth drove an increase in total daycare center beneficiaries from approximately 3,100 in 2022G to 5,300 in 2024G.
  • Expansion at MDX Dubai is underpinned by affordability, a market-leading student recruitment team, a holistic approach to student experience and quality of outcomes. Domestic student recruitment is driven by in-market campaigns and partnerships with school networks, whilst internationally MDX Dubai focuses on agency partnerships, in-country events and attendance of education trade fairs across its core international markets.
  • Consequently, enrollments have grown from 4,131 in 2022G to 5,652 in 2024G and currently stand at over 6,400. Importantly, 46% of the students are international as at 31 March 2025G, increasing from 29% as at 31 December 2022G. New students constitute 48% of the overall student body.

Strong financial track record demonstrating growth with attractive margins and high return on capital invested

  • Revenue has grown over the last three years at a CAGR of 55%, from SAR 181.0 million in 2022G to SAR 437.1 million in 2024G, with underlying growth significantly outpacing overall sector growth, driven by the expansion and ramp-up of daycare centers at HDC and increasing domestic and international student enrollments at MDX Dubai.
  • EBITDA increased at a CAGR of 49% between 2022G and 2024G, from SAR 96.7 million in 2022G to SAR 215.6 million in 2024G, with growth in enrollments and beneficiaries driving financial performance and profitability.
  • Strong growth and a high return on investment, given the limited capital requirements for organic expansion, translate into a high return on assets (“ROA”) for the Group.

Strong cash flow generation conducive to future dividend payouts whilst preserving growth, with available debt capacity for future acquisitions and growth initiatives

  • The Group has delivered strong and consistent cash flows in the last three years driven by a disciplined capital allocation policy with minimal reliance on external debt financing.
  • MDX Dubai demonstrated strong cash flow generation, with an EBITDA to free cash flow conversion of 121% in 2024G. HDC’s operating cash flow conversion was 56% during 2024G, with free cash flow conversion reduced due to the impact of expansion projects to drive future growth.
  • Strong cash flow generation allows the Group to grow through internal cash flows whilst its profitability and unlevered capital structure offer the opportunity to access debt to finance potential inorganic growth opportunities.

Seasoned leadership team with a strong track record, supported by a highly experienced Board of Directors

  • Almasar Alshamil Education has a highly experienced and seasoned executive team with strong expertise in the education sector and a proven track record of growth.
  • The executive team’s experience is demonstrated in their successful strategy planning, oversight and execution that has led to strong growth, outpacing the market.
  • The Company’s executive management team is supported by a Board of Directors with extensive experience in the education sector, both locally and regionally.

STRATEGY

Almasar Alshamil Education has a clearly defined growth strategy aimed at delivering growth and shareholder value, while achieving a positive social impact. This strategy positions the Group as an end-to-end education player, serving students and beneficiaries across multiple demographics and age groups.

Key pillars of the Group’s strategy include:

  1. Launch of further daycare centers across KSA and expansion of school partnerships: The Group is focused on expanding into underserved markets while maintaining high standards of educational quality by replicating a proven model in new locations supported by an approved SAR 115 million capital expansion plan which aims to increase the capacity of morning shifts in daycare centers to approximately 8,000 in the near term.
  1. Ramp-up of recently launched daycare centers in KSA to reach capacity: HDC is focused on ramping up recently launched daycare centers by maximizing capacity, enhancing program offerings, and ensuring consistent quality through a well-trained workforce and ongoing professional development. HDC launched twenty-two new daycare centers since 2021G (four of which launched in 2025G). Newly launched daycare centers require 24 months or more to ramp-up and draw in a sufficient number of beneficiaries.
  1. Grow student enrollments at Middlesex University Dubai: At MDX Dubai, the Group will continue to target international students through its international outreach efforts and highly effective student recruitment strategy to drive growth whilst continuing to expand domestic enrollments. MDX Dubai continues to introduce new programs geared towards the needs of the job market and new trends within its core offering, mirroring current and future job market needs.
  1. Expansion of existing service lines: The Group is in the process of expanding its SEC business by developing centers capable of offering 24-hour residential services (“Residential Services for SEC”) for individuals with higher acuity.  In addition, the Group is also considering the expansion of its service lines in KSA and the UAE to provide mainstream public K-12 education in schools (“K-12”), thereby positioning the Group as an end-to-end education provider across all education levels, supported by an integrated approach to SEC across all business lines. In higher education, MDX Dubai is assessing the possible launch of several new in-demand programs to be offered to students, aligned with the current and future job market. In addition, the Group is currently considering opportunities to establish universities in other GCC countries, including KSA.

CAPITAL STRUCTURE AND DIVIDEND POLICY

  • The Company’s share capital amounts to SAR 1,024,013,320, divided into 102,401,332 shares, fully paid ordinary shares with a nominal value of ten Saudi riyals (SAR 10) per share.
  • The Company may distribute dividends based on its financial performance, cash flow, capital requirements, and other regulatory considerations. Any declared distributions will reflect the Company’s long-term commitment to delivering shareholder value. Dividends, if approved, will be allocated from profits after expenses and reserves, and may be paid in cash or shares to shareholders registered on the maturity date.
  • The declaration and payment of any dividends will be recommended by the Board prior to approval by the Shareholders at the General Assembly meeting.

OFFERING DETAILS

  • The Offering consists of the sale of 30,720,400 shares, with a fully paid nominal value of ten Saudi riyals (SAR 10) per share, representing 30% of the Issuer’s share capital.
  • The Company appointed SNB Capital as its financial advisor, lead manager, and underwriter (the “Financial Advisor”) in connection with the offering. SNB Capital and EFG Hermes Saudi Arabia were also appointed as joint bookrunners for the institutional tranche.

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

    • Tranche (A): Participating Parties: This tranche includes institutional investors entitled to participate in the Book Building Process, such as investment funds, companies, Qualified Foreign Investors (QFIs), Foreign Strategic Investors (FSIs), GCC corporate investors, and other foreign investors under SWAP agreements. Participating Parties registered in the Kingdom may obtain bid forms from the Bookrunners during the book-building period, while non-registered investors may submit bids by phone or email. The minimum subscription size for Participating Parties is 100,000 shares and the maximum is 5,120,065 shares. The final allocation of Offer Shares will be determined by the Company in consultation with the Bookrunners based on demand and market conditions.
  • Tranche (B): Individual Subscribers: This tranche includes Saudi and GCC nationals, non-Saudi residents in the Kingdom or GCC, and other investors with active stock portfolios through a Receiving Agent. Individual Subscribers may subscribe for a minimum of 10 Offer Shares and a maximum of 250,000 Offer Shares. Subscription applications can be made through the Receiving Agents’ branches or their digital channels. All applicants must have an active investment portfolio with a capital market institution affiliated with the relevant Receiving Agent.

To view the full Prospectus and for information on how to subscribe, please visit https://masareducation.com/IPO or www.cma.org.sa.

-Ends-

Contacts

Almasar Alshamil Education

Abdullah Alsaeed

Investor Relations Director

IR@masareducation.com

Investor Relations Enquiries

Teneo

Andy Parnis

Senior Managing Director

Farah Mouallem

Vice President

AlmasarAlshamilEducation@teneo.com

Communications Advisor & Media Enquiries

SNB Capital

Zaid Ghoul

Managing Director, Head of Investment Banking

snbc.cm@alahlicapital.com

Lead Manager, Financial Advisor, Bookrunner and Underwriter

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 and their respective affiliates and other advisors 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, shareholder, the Financial Advisor to proceed with the Offering or any transaction or arrangement referred to therein. This announcement has not been approved by any competent regulatory authority. The contents of this announcement are not to be construed as legal, financial, investment or tax advice.

The Offering and the distribution of this announcement and other information in connection with the Offering may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes must inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not for publication or distribution, directly or indirectly, outside the Kingdom of Saudi Arabia.

This announcement is not an offer for sale of securities of the Company, directly or indirectly, in or into the United States. The Offer Shares may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the “Securities Act”), or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act. The Company has not registered and does not intend to register any portion of the Offer Shares under the Securities Act or the laws of any state in the United States or to conduct a public offering of any securities in the United States. Copies of this announcement are not being, and may not be, distributed, forwarded or otherwise sent, directly or indirectly, in or into the United States.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, the Offer Shares referred to herein to any person outside the Kingdom of Saudi Arabia or any person particularly in the United States, Australia, Canada, South Africa or Japan 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 Australia, Canada, South Africa or Japan. There will be no public offer of the Offer Shares in the United States, Australia, Canada, South Africa or Japan.

This announcement is being distributed subject to the provisions of the Rules on the Offer of Securities and Continuing Obligations (“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. Copies of the Prospectus will, following publication, be available on the websites of the Company at https://masareducation.com/IPO, Tadawul at www.saudiexchange.sa, the CMA at www.cma.org.sa and the Financial Advisor at www.snbcapital.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 Saudi Arabia. Forward-looking statements speak only as of the date they are made. Each of the Company, and the Financial Advisor and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements 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 investment decisions on the Company’s intentions in relation to the Offering. 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. They will not regard any other person as their respective client, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, 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 it affiliates, 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.

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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DISCLAIMER

** THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OUTSIDE THE KINGDOM OF SAUDI ARABIA ** 

The information contained in 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 of any securities of Almasar Alshamil Education Company 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 will be made, and any investor should make his investment decision solely on the basis of the information that is contained in the formal offering documents published by Almasar Alshamil Education Company in connection with the listing and trading of its ordinary shares on the Main Market of Saudi Exchange.