Riyadh, Kingdom of Saudi Arabia – Arabian Company for Agricultural and Industrial Investment (the “Company” or “Entaj”), one of the leading poultry brands in the Kingdom of Saudi Arabia (the “Kingdom”), announces the price range for its initial public offering (the “IPO” or “Offering”) and the commencement of the institutional book-building period for Participating Parties.

The price range for the Offering has been set between SAR 46 and SAR 50 per share (the “Price Range”). The institutional book building period commences today, 9 February 2025G and will close at 3pm (KSA time) on 13 February 2025G.

On 30 September 2024G, the Capital Market Authority (the “CMA”) approved the Company’s application for registering its share capital and the Offering of 9,000,000 ordinary shares (the “Offer Shares”), representing 30% of the Company’s total issued share capital. The final offer price will be announced following the end of the institutional bookbuilding period.

The Offerings’ net proceeds will be distributed to the Selling Shareholder, which is Arabian Agricultural Services Company (ARASCO). The Company will not receive any part of the Net Offering Proceeds.

BACKGROUND TO THE OFFERING

  • The Company has obtained the necessary approvals from the Capital Market Authority and Saudi Exchange to proceed with the offering and listing process as shown below:
    • The Offering will consist of 9,000,000 ordinary shares (the “Offer Shares”), representing 30% of the Company’s total issued share capital.
    • The Offer Shares will be offered for subscription to Individual Subscribers and Participating Parties (as defined below). 
    • In the event of sufficient demand from retail investors, the Financial Advisor, in coordination with the Company, shall have the right to reduce the number of Offer Shares allocated to Participating Entities to a minimum of eight million, one hundred thousand 8,100,000 ordinary Shares, representing 90% of the Offer Shares.
    • The Offer 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 Company appointed SNB Capital (“SNB Capital”) as the lead manager (“Lead Manager”), financial advisor ("Financial Advisor"), bookrunner (the "Bookrunner"), and underwriter (the "Underwriter").
  • The CMA licensed receiving banks will act as Receiving Agents (collectively, the “Receiving Agents”) for retail investors, including SNB Capital, SAB Invest, Al Rajhi Capital, Saudi Fransi Capital Company, Alinma Investment Company, Riyad Capital Company, AlJazira Capital Company, Alistithmar for Financial Securities and Brokerage Company , AlBilad Capital Company, ANB Capital Company, Derayah Financial Company, Yaqeen Capital Company, Alkhabeer Capital Company, GIB Capital Company, and Sahm Capital Financial Company.

Please refer to the Prospectus for details on the expected timetable of the Offering.

Subscription for the Offer Shares is restricted to the following groups of investors:

Tranche (A): Participating Parties:

This tranche comprises the parties entitled to participate in the book-building process specified under the Book-Building Instructions issued by the CMA. This includes investment funds, Qualified Foreign Investors, GCC Corporate Investors, and certain other foreign investors under swap agreements (collectively referred to as the “Participating Parties” and each a “Participating Party). The number of Offer Shares to be provisionally allocated to the Participating Parties is nine million (9,000,000) Offer Shares, representing one hundred per cent. (100%) of the Offer Shares. The final allocation will be made after the end of the subscription period for Individual Subscribers (as defined in tranche (B) below) by the Financial in coordination with the Company using the discretionary allocation mechanism. As a result, some of the Participating Entities may not be allocated any Offer Shares. If there is sufficient demand from Individual Subscribers, the Financial Advisor shall have the right, in coordination with the Company, to reduce the number of Offer Shares allocated to Participating Entities to eight million, one hundred thousand (8,100,000) Offer Shares, representing ninety per cent. (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 spouse, who can subscribe for her own benefit in the names of her minor children on the condition that she submits proof that she is a divorcee or widow and the mother of her minor children, as well as any non-Saudi natural person resident in the Kingdom or GCC natural person who has an investment account and an active portfolio with one of the Receiving Agents (collectively, the “Individual Subscribers” and each an “Individual Subscriber”, and together with the Participating Entities, the “Subscribers”). A subscription for Offer Shares made by a person in the name of his divorced wife shall be deemed invalid and the applicant shall be subject to the sanctions prescribed by law. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be accepted. A maximum of nine hundred thousand (900,000) Offer Shares representing ten per cent. (10%) of the total Offer Shares shall be allocated to Individual Subscribers. If Individual Subscribers do not subscribe in full to the Offer Shares allocated to them, the Financial Advisor may, in coordination with the Company, reduce the number of Offer Shares allocated to Individual Subscribers in proportion to the number of Offer Shares subscribed by them.

-Ends-

CONTACT DETAILS 

Entaj – IPO Enquiries

media@entaj.com

Lead Manager, Financial Advisor, Bookrunner, Underwriter

SNB Capital
snbc.cm@alahlicapital.com

Instinctif Partners – Media Enquiries

Matthew Smallwood
matthew.smallwood@instinctif.com

Joann Joseph
joann.joseph@instinctif.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 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.ipo.entaj.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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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 Arabian Company for Agricultural and Industrial Investment (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 Arabian Company for Agricultural and Investment. Copies of the prospectus will be available on the websites of Arabian Company for Agricultural and Investment (www.ipo.entaj.com), by the Capital Market Authority of the Kingdom of Saudi Arabia (the “CMA”) (www.cma.org.sa), the Saudi Exchange (www.saudiexchange.sa) and the Financial Advisor, Bookrunner, Underwriter and Lead Manager SNB Capital (alahlicapital.com) each as defined below.

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