MBC GROUP (“MBC” or the “Company”), one of the leading media and entertainment companies in the Middle East and North Africa (“MENA”) region, announces today the price range for its initial public offering (“IPO” or the “Offering”) as well as the commencement of the institutional book-building period for Participating Parties.
The price range for the Offering has been set between SAR 23 and SAR 25 per share (the “Price Range”). The institutional book-building period commences today, 30 November 2023G and will close at 2:00PM KSA time on Wednesday 6 December 2023.
On 21 November 2023G, the Capital Market Authority (the “CMA”) approved the Company’s application for registering its shares and offering 33,250,000 Ordinary Shares through a capital increase (“Offer Shares”), representing 10% of the Company’s share capital (following the issuance of the Offer Shares and increase of the Company’s share capital). The final price at which all subscribers in the Offering will purchase Shares will be determined at the end of the book-building period.
For more information about the IPO, please visit: https://mbc.net/ipo
The price range for the Offering has been set between SAR 23 and SAR 25 per share.
The Offering comprises a primary offering of 33,250,000 new ordinary shares, representing 10% of the Company’s share capital (following the issuance of the Offer Shares and increase of the Company’s share capital).
The total Offering size is expected to be between SAR 765 million (USD 204 million) and SAR 831 million (USD 222 million), implying a market capitalization at listing between SAR 7,648 million (USD 2,039 million) and SAR 8,313 million (USD 2,217 million).
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.
Following completion of the Offering, the current shareholders (“Current Shareholders”) shall collectively own 90% of the Company’s share capital. The Current Shareholders are Al Istedamah Holding with a shareholding of 60% and Waleed Ibrahim Al Ibrahim with a shareholding of 40%.
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.
A maximum of 33,250,000 shares, representing 100% of total Offer Shares, will be allocated to Participating Parties.
The Financial Advisors may, in coordination with the Company, reduce the number of shares allocated to Participating Parties to 29,925,000 shares, representing 90% of total Offer Shares, to accommodate for Individual Subscriber demand.
A maximum of 3,325,000 ordinary shares, representing 10% of the total Offer Shares, will be allocated to Individual Subscribers.
With respect to the Offering, the Company has appointed HSBC Saudi Arabia, JP Morgan Saudi Arabia and SNB Capital as Joint Financial Advisors, Joint Bookrunners, and Underwriters. In addition, the Company has appointed HSBC Saudi Arabia as Lead Manager.
GIB Capital is acting as the financial advisor to the substantial shareholders.
Arab National Bank, Banque Saudi Fransi, Riyad Bank, and Saudi National Bank, have been appointed as receiving agents (collectively, the “Receiving Agents”) for retail investors.
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. Participating Parties will initially be allocated 33,250,000 Offer Shares, representing 100% of the total Offer Shares, and the final allocation will be made after the end of the subscription period for the Individual Subscribers (as defined in Tranche (B) below). In the event that Individual Subscribers subscribe for the Offer Shares allocated thereto, the Joint Financial Advisors, in coordination with the Company, shall have the right to reduce the number of Offer Shares allocated to Participating Parties to 29,925,000 shares, representing ninety percent (90%) of the Offer Shares. The Joint Financial Advisors, in coordination with the Company, shall determine the number and percentage of Offer Shares to be allocated to Participating Parties, using the discretionary allocation mechanism. It is possible that certain Participating Parties will not be allocated any shares if deemed appropriate by the Company and the Joint Financial Advisors.
Tranche (B): Individual Investors
This tranche comprises 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 for her own benefit or in the names of her minor children, on the condition that she proves that she is a divorcee or widow and the mother of her minor children, any non-Saudi natural person who is resident in the KSA or GCC nationals, in each case, who have a bank account, and are entitled to open an investment account, with of the Receiving Agents (collectively referred to as the “Individual Subscribers”, and each an “Individual Subscriber” and together with the Participating Parties as the “Subscribers”). 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 will be considered void and only the first subscription will be accepted. A maximum of 3,325,000 Offer Shares, representing 10% of the Offer Shares, shall be allocated to Individual Subscribers. If Individual Subscribers do not subscribe for all the Offer Shares allocated thereto, the Lead Manager, in cooperation with the Company, may reduce the number of Shares allocated to Individual Subscribers in proportion to the number of Shares to which they subscribed.