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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 announces the offer price range and commencement of participating entities’ bidding and book-building process for its initial public offering (the “IPO” or the “Offering”) on the Main Market of the Saudi Exchange.
The price range for the Offering has been set between SAR 18.50 and SAR 19.50 per share (the “Price Range”), implying a total offering size of between SAR 568 million and SAR 599 million. The Price Range for the Offering implies a market capitalization at listing of between SAR 1,894 million and SAR 1,997 million. The institutional book-building period commences today, 2 November 2025G, and will end at 2:00 p.m. KSA time on 6 November 2025G. The Final Offer Price will be determined at the end of the institutional book-building period. The Offering Period for Individual Subscribers will be open for three days, commencing on 18 November 2025G and closing at 2:00 p.m. KSA time on 20 November 2025G.
OFFERING DETAILS
The Offering comprises 30,720,400 ordinary shares, each with a nominal value of ten Saudi riyals (SAR 10), representing 30% of the Company’s share capital. Initially, all Offer Shares will be allocated to Participating Parties. If Individual Subscribers fully subscribe for their allocation, 9,216,120 shares, representing 30% of the total Offer Shares, will be made available to them, while 21,504,280 shares, representing 70% of the total Offer Shares, will be allocated to Participating Parties.
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 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.
The institutional book-building period commences today, 2 November 2025G, and will end at 2:00 p.m. KSA time on 6 November 2025G. Participating Parties may subscribe for the Offer Shares through the Bookrunners during the book-building process, which will take place prior to the Offering of the Shares to Individual Subscribers.
The Offering Period for Individual Subscribers will open on 18 November 2025G and close at 2:00 p.m. KSA time on 20 November 2025G. Individual Subscribers who wish to subscribe to the Offer Shares may do so by completing the Subscription Application Form in line with the instructions provided by the Receiving Agents. Subscribers who have previously participated in an IPO may also apply through internet, phone, or ATM channels offered by their Receiving Agent, provided their personal details remain unchanged and they hold an active investment portfolio with a licensed brokerage. All Individual Subscribers must have an active stock portfolio with a Capital Market Institution affiliated with their chosen Receiving Agent; otherwise, the subscription will be deemed invalid. An announcement of the final allocation will be made no later than 26 November 2025G, and the refund of the excess subscription monies, if any, will be made no later than 2 December 2025G.
The Company’s shares will be listed on the Main Market of the Saudi Exchange following the completion of the Offering and listing formalities with both the CMA and the Saudi Exchange.
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.
IPO TIMETABLE
| Price range announcement and institutional book-building commencement | 11/05/1447H (2/11/2025G) |
| End of institutional book-building period | End at 2:00 p.m. KSA time on 15/05/1447H (6/11/ 2025G) |
| Retail subscription period | 27/05/1447H (18/11/2025G) and close at 2:00 p.m. KSA time on 29/05/1447H (20/11/ 2025G) |
| Announcement of final allocation of the Offer Shares | No later than 05/06/1447H (26/11/2025G) |
| Refund of excess subscription amounts (if any) | No later than 11/06/1447H (2/12/2025G) |
| Listing on Saudi Exchange (conditional) | Trading of the Company’s shares on the Main Market of the Saudi Exchange is expected to start after completion of all of the relevant legal requirements and procedures. The trading commencement date of the Shares will be announced on Tadawul’s website (www.saudiexchange.sa). |
To view the full Prospectus and for information on how to subscribe, please visit https://masareducation.com/IPO or www.cma.org.sa.
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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 |
| Receiving Agents for Individual Investor Tranche |
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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.
