Dr Soliman Abdel Kader Fakeeh Hospital Company (the “Company”), and its subsidiaries hereafter referred to as “Fakeeh Care Group”, “FCG”, or the “Group”, one of Saudi Arabia’s premier integrated providers of high-quality healthcare, trusted by millions of families for more than four decades, announces its intention to proceed with an initial public offering and the listing of its ordinary shares on the Main Market of the Saudi Exchange (“Tadawul”).

On 31 March 2024G, the Capital Market Authority (the “CMA”) announced its approval of the Company’s application for registering its share capital and the Offering of 49,800,000 Ordinary Shares (21.47%) by way of the issuance of 30,000,000 new Ordinary Shares (the “New Shares” – 12.93%) and the sale of 19,800,000 current Ordinary Shares (the “Sale Shares” – 8.53%) by the Company’s Selling Shareholders (collectively, the New Shares and the Sale Shares represent the “Offer Shares”). The Offering price will be determined at the end of a book building process.

The Offer Shares will be offered for subscription to individual and institutional investors, including institutional investors outside the United States in accordance with Regulation S under the US Securities Act of 1933G, as amended (the “Securities Act”).

The Company’s 2,000,000 Treasury Shares, representing 0.86% of the Company's post-increase capital, have been allocated to a new Employee Share Program, which aims to provide incentives to the Group's key employees to attract and retain them in order to achieve the Group’s objectives and strategy.

Alrajhi Bank, Saudi National Bank, Arab National Bank, SAB, Alinma Bank and Bank Aljazira have been appointed as Receiving Agents for retail investors.

Dr Mazen Soliman Fakeeh, President of Fakeeh Care Group, said:

“Since 1978, Fakeeh Care Group has been providing its patients with high-quality integrated healthcare that is accessible, personalized, and compassionate. Against the backdrop of Saudi Arabia’s Vision 2030 and an expanding market for private healthcare, we are investing in the growth of Fakeeh Care to bring our experience and expertise to more people across the Kingdom. We have a clear strategy to reinforce our market leading position in Jeddah and expand our presence in key cities such as Riyadh, Makkah, Madinah and NEOM. Our IPO is an opportunity for investors to participate in Saudi Arabia’s economic success through one of its leading and rapidly growing healthcare brands.”

Fakeeh Care Group is one of Saudi Arabia’s premier integrated providers of high-quality healthcare

  • FCG offers 4 hospitals (including NEOM Hospital through an operating model) with c. 900 doctors, 835 beds, 374 examination rooms, c. 190 ICU beds, and c. 40 operating theatres.
  • FCG boasts 5 medical centers (including NEOM Advanced Medical Center through an operating model) with c. 220 doctors, complemented by a range of integrated healthcare services to meet everyday health needs.
  • FCG’s Fakeeh College for Medical Sciences (“FCMS”) is a cornerstone of learning and innovation in this field and is based in the Company’s Jeddah hospital. It has c. 1,800 students enrolled as of September 2023G. FCMS also offers more than 20 residency and fellowship programs.
  • For the last three years, DSFH Jeddah has been ranked as Saudi Arabia's best private hospital by Newsweek Magazine, affirming the quality of care and patient experience.

Fakeeh Care Group has a strong financial and growth profile

  • Net revenues grew by a compound annual growth rate (“CAGR”) of 10.8% during 2020G-2023G to reach SAR 2.3 billion.
  • EBITDA for FY2023G amounted to SAR 526 million, increasing by 1.9% year on year. Adjusted EBITDA (excluding the Riyadh hospital) reached SAR 639 million, up 20.3% year on year, with a 28.3% margin.
  • Net profit for FY2023G was SAR 232 million. Adjusted net profit (excluding the Riyadh hospital) for FY 2023G was SAR 414 million, up 15.3% year on year, with a robust 18.3% profit margin.
  • FCG has an experienced board, a strong management team and talent pool of well-trained healthcare professionals and support staff. The board and management team have a deep understanding of the healthcare sector and Saudi market, with a strong track-record of clinical excellence. The Company also has an Employee Share Program to help attract and retain outstanding employees.

-Ends-

Highlights of the Offering

  • The Offer Shares will be listed and traded on the Saudi Exchange’s Main Market following the completion of the IPO and listing formalities with the CMA and the Saudi Exchange.
  • The Offering comprises an offer of 49,800,000 of ordinary shares, representing 21.47% of the Company’s issued share capital (after the capital increase) through the sale of a mix of existing shares and newly issued shares.
  • The Offer Shares will be offered for subscription to individual investors (“Individual Subscribers”) and institutional investors (“Participating Parties”), including Participating Parties outside the United States in accordance with Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”).
  • Following completion of the Offering, the current shareholders (“Current Shareholders”) shall collectively own 76.97% of the Company’s share capital. The Current Shareholders are Mazen Soliman Abdel Kader Fakeeh and Ammar Soliman Abdel Kader Fakeeh, both with a shareholding of 30.79%; Manal Soliman Abdel Kader Fakeeh, with a shareholding of 15.39%; Soliman Abdel Kader Fakeeh Real Estate Company and Al Sulaimania United Company, both with a shareholding of 0.01%. Treasury Shares (allocated to the Company’s Employee Share Program) and the Employee Investment Fund will represent 0.86% and 0.69% of the Company’s share capital following completion of the Offering.
  • Immediately following listing, the Company is expected to have a free float of 21.47%.
  • With respect to the Offering:
    • HSBC Saudi Arabia has been appointed by the Company as Sole Financial Advisor, Joint Bookrunner, Underwriter and Lead Manager.
    • anb capital and EFG Hermes KSA have been appointed Joint Bookrunners and Underwriters.
    • Alrajhi Bank, Saudi National Bank, Arab National Bank, SAB, Alinma Bank and Bank Aljazira have been appointed as Receiving Agents for retail investors.
    • Moelis & Company Saudi Limited (“Moelis”) has been appointed as Selling Shareholders’ Advisor. 
  • Please refer to the Prospectus for details on the expected timetable of the Offering.
  • The Offering is restricted to the following two groups of investors:
    • Tranche (A): Participating Parties - This tranche comprises a number of institutions and companies, including investment funds, qualified foreign investors and GCC investors with legal personality (collectively referred to as the “Participating Parties”) who are entitled to participate in the book building process as specified under the Instructions for Book Building Process and Allocation Method in Initial Public Offerings issued by the CMA. The number of Offer Shares to be initially allocated to the Participating Parties shall be 49,800,000 Offer Shares, representing 100% of the total Offer Shares. In the event of full subscription from Individual Subscribers (known as Tranche (B) below) to the Offer Shares allocated thereto, the Financial Advisor has the right to reduce the number of Offer Shares allocated to Participating Parties to a minimum of 44,820,000 Offer Shares, representing 90% of the total Offer Shares. The number and percentage of Offer Shares to be allocated to the Participating Parties by the Financial Advisor in consultation with the Company will be allocated using the discretionary allocation mechanism. It is possible that certain Participating Parties will not be allocated any shares as deemed appropriate by the Company and the Financial Advisor.
    • Tranche (B): Individual Investors - This tranche includes Saudi natural persons, including any Saudi female divorcee or widow with minor children from a marriage to a non-Saudi individual, who is entitled to subscribe to the Offer Shares in the names of her minor children for her own benefit, on the condition that she proves that she is a divorcee or widow and the mother of her minor children, in addition to GCC nationals who have a bank account with one of the Receiving Agents and are entitled to open an investment account. A subscription for shares made by a person in the name of his divorcee shall be deemed invalid and if a transaction of this nature is proved to have occurred, the law shall be enforced against the applicant. If a duplicate subscription is made, the second subscription shall be deemed void and only the first subscription shall be accepted. A maximum of 4,980,000 Offer Shares, representing 10% of the total Offer Shares shall be allocated to Individual Subscribers. If Individual Subscribers do not subscribe for all the Offer Shares allocated thereto, the Financial Advisor may reduce the number of shares allocated thereto in proportion to the number of shares to which they are subscribed.

Enquiries

HSBC Saudi Arabia, Sole Financial Advisor, Joint Bookrunner, Underwriter and Lead Manager to Fakeeh Care Group
Mohammed Fannouch – Managing Director, Co-Head of Investment Banking
Ramez Halazun – Director, Investment Banking
fakeehcareipo@hsbcsa.com 

anb capital, Joint Bookrunner and Underwriter
Khalid Al Ghamdi – CEO
Usman Khalid – Head of Investment Banking
FakeehCareIPO@anbcapital.com.sa

EFG Hermes KSA, Joint Bookrunner and Underwriter
Saud Altassan – CEO, KSA
Abdullah Silsilah – Director IB
fakeehcareipo@EFG-HERMES.com  

Moelis & Company Saudi Limited, Advisor to the Selling Shareholders
Moaath Alangari – Executive Director, Head of Saudi Arabia
Amit Kumar – Head of Arranging
project_leila_ext@moelis.com

Brunswick Group, Communications Advisor to Fakeeh Care Group
Jade Mamarbachi, Partner
Tariq Al Buhosi, Partner – Head of Riyadh Office
FakeehCare@brunswickgroup.com

Legal 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 of 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 HSBC Saudi Arabia, EFG Hermes KSA and ANB Capital (the “Underwriters”) 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 Underwriters 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 communication does not constitute an "offer of securities to the public" within the meaning of Regulation 2017/1129 of the European Union (the "Prospectus Regulation") or the Prospectus Regulation as it forms part of UK domestic law by virtue of the UK European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time) (the "UK Prospectus Regulation") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA") or in the United Kingdom. Any offers of the Securities to persons in the EEA or in the United Kingdom will be made pursuant to exemptions under the Prospectus Regulation and the UK Prospectus Regulation, respectively, from the requirement to produce a prospectus for offers of the Securities.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available.  The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States or any other jurisdiction, except for Saudi Arabia. Copies of this announcement are not being, and should not be, distributed in or sent into the United States. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted.

These materials shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in Australia, Canada, Japan, South Africa or 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 such jurisdiction.

In the United Kingdom, this communication is being distributed only to, and is directed only at  (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), and (b) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates is available only to relevant persons and  will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this communication or any of its contents.

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 “Local Prospectus”). The information in this announcement is subject to change. In accordance with Article 51(d) of the OSCO Rules, copies of the Prospectus will, following publication, be available on the websites of the Company at https://en.fakeeh.care/, the Saudi Exchange at www.saudiexchange.sa, the CMA at www.cma.org.sa and HSBC Saudi Arabia at www.hsbcsaudi.com as the financial advisor.

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.

The international offering circular prepared in connection with the Offering (the “International Offering Circular”) is the sole legally binding document containing information about the Company and the Offering outside of Saudi Arabia. In the event of any discrepancy between this announcement and the Local Prospectus and/or the International Offering Circular, as the case may be, the Local Prospectus and/or the International Offering Circular will prevail.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. 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, 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 and the Company does not assume any obligations to update any forward-looking statements.

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. 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 Underwriters are acting exclusively for the Company and no-one else in connection with the Offering. The Underwriters will not regard any other person as their respective clients 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, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Moelis is acting exclusively for the Selling Shareholders and no-one else in connection with the Offering. Moelis will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Selling Shareholders for providing the protections afforded to their respective 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. None of the Underwriters, Moelis or any of their respective 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.

Ibrahim Anabtawi
Associate
Brunswick Ltd, Olaya Towers, 29th floor, Tower B, Olaya Street, Riyadh 12213, Saudi Arabia
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