- Price range implies the issuance of a total of 254,237,288 new shares, representing 25.32% of Taaleem’s share capital, at a price of AED 2.95 per share, and a total of 250,000,000 new shares, representing 25.00% of Taaleem’s share capital, at a price of AED 3.00 per share
- Taaleem seeks to raise total capital of AED 750,000,000 (Seven Hundred and Fifty Million) via the initial public offering (the “IPO” or the “Offering”)
- The Offering is a primary issuance only, and Taaleem intends to use the net proceeds from the Offering to expand its premium K-12 schools' network
- The IPO subscription period starts today and is expected to close on 16 November 2022 for UAE Retail Investors and Eligible Employees and Eligible Parents, with subscriptions expected to close on 17 November 2022 for Professional Investors
- The final offer price will be determined through a book building process and is expected to be announced on 18 November 2022
- Taaleem intends to maintain dividends at current levels and grow its dividends in line with future earnings growth, at the discretion of the Board of Director’s recommendation and subject to shareholder approval at the Annual General Meeting
- Admission of the shares to trading on DFM is expected on 29 November 2022
Dubai, UAE: Taaleem Holdings PJSC (a public joint stock company under conversion) (the “Company” or “Taaleem”), one of the largest K-12 premium education providers in the UAE with a portfolio consisting of 26 schools, today announces the price range and start of the subscription period for its initial public offering (“IPO” or the “Offering”) on the Dubai Financial Market (“DFM”).
Alan Williamson, Chief Executive Officer of Taaleem, said: “We have seen strong interest in our IPO since announcing our Intention to Float on 31 October 2022. Today, we are pleased to open subscriptions for all retail investors, professional investors and our school community through the parents and employees tranche. Taaleem has delivered a solid growth story for nearly 20 years with particularly strong revenue and EBITDA growth between 2020 and 2022. Additionally, the AED 750 million proceeds from this IPO will help fund and accelerate the expansion of our K-12 premium schools network in the UAE and we will be even better positioned to provide greater access to our high-quality, aspirational education offering.”
DETAILS OF THE OFFER PRICE RANGE
The price range for the Offering has been set at between AED 2.95 and AED 3.00 per share, implying a market capitalization at time of listing of between AED 2,962 million and AED 3,000 million (and a market capitalization as at the date of this announcement of between AED 2,213 million and AED 2,250 million). The final offer price is expected to be announced on 18 November 2022. Listing of the shares and trading on DFM is expected to commence on 29 November 2022.
The price range implies the issuance of a total of 254,237,288 new shares, representing 25.32% of Taaleem’s share capital, at a price of AED 2.95 per share, and a total of 250,000,000 new shares, representing 25.00% of Taaleem’s share capital, at a price of AED 3.00 per share.
The Company is seeking to raise total capital of AED 750,000,000 (Seven Hundred and Fifty Million). The Final Offer Price will be determined through the application of a book building process, whereby a subscription orders ledger will be created through the subscription orders made only by Professional Investors. The Offering consists wholly of primary shares – those being newly issued shares in the Company, for the purpose of the IPO – with the Company’s intention to use the net proceeds from the Offering to expand its premium K-12 segment.
There are three broad groups of eligible investors. Each group can subscribe through their respective tranche:
- First Tranche
The First Tranche offer will be made pursuant to the Prospectus. 10% (ten per cent) of the Offer Shares of the Company (“Offer Shares”) are allocated to the First Tranche, which is restricted to individuals with a valid DFM National Investor Number ("NIN") and UAE bank account number.
- Second Tranche
The Second Tranche offer will be made pursuant to the Prospectus. 88% (eighty-eight per cent) of the Offer Shares are allocated to the Second Tranche, which is restricted to “Professional Investors” (as defined in the SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time)).
- Third Tranche
The Third Tranche offer will be made pursuant to the Prospectus. 2% (two per cent) of the Offer Shares are allocated to the Third Tranche, which is restricted to Eligible Employees and Eligible Parents. All Third Tranche Subscribers must hold a NIN with DFM.
Further, as part of the Second Tranche, and in accordance with the UAE Companies Law, 5% of the Offering will be reserved for offer to the Emirates Investment Authority.
Note that every subscriber must hold a DFM NIN and a bank account number in order to be eligible to apply for Offer shares, irrespective of which tranche they subscribe.
The Offer Period for each of the First Tranche, the Second Tranche and the Third Tranche starts on 10 November 2022, and is expected to close on 16 November 2022, in respect of the First Tranche and the Third Tranche, and on 17 November 2022, in respect of the Second Tranche.
The details of the Offering are available in the UAE Prospectus with respect to the UAE Retail Offering, and in an English-language International Offering Memorandum with respect to the Qualified Investors Offering. The UAE Prospectus and the International Offering Memorandum are available under the IPO Documents and Downloads section at https://www.taaleem.ae/ipo/.
EFG Hermes UAE LLC and Emirates NBD Capital PSC have each been appointed as Joint Lead Managers.
EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes LLC) and Emirates NBD Capital PSC (acting in conjunction with Emirates NBD Capital Limited) have each been appointed as Joint Global Coordinators.
Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Emirates Islamic Bank PJSC and Abu Dhabi Islamic Bank PJSC have also each been appointed as a Receiving Bank.
The Group is one of the largest K-12 premium education providers in the UAE with a portfolio, as of 31 August 2022, consisting of 26 schools, comprising 10 owned and operated premium private schools, including one private Early Years facility (offering nursery to foundation stage two education) (“Early Years”), and 16 government-partnership schools operated on behalf of government entities. As at August 2022, the Group had a student base of 27,407 students and a teaching staff of 1,721 teachers.
The Group operates two types of schools: (i) premium schools; and (ii) government partnerships.
The Group’s premium portfolio includes five schools offering an IB curriculum, four schools offering a British curriculum (including one Early Years facility) and one school offering an American curriculum. The Group’s premium schools’ portfolio had 952 teachers and 12,466 enrolled students as of 31 August 2022 for the 2022-2023 academic year. The Group sees significant opportunity for growth in its premium schools sector given the growing premium K-12 market in the UAE, which is supported by strong economic indicators and government impetus, Taaleem’s strong student outcomes and business performance and increased utilization across its newly introduced schools.
The Company intends to use the net proceeds from the Offering primarily to expand its premium K-12 segment, through the contemplated roll-out of four new premium schools in prime locations in the Emirates of Dubai and Abu Dhabi, subject to regulatory approvals. The roll-out of these four additional new schools is expected to consist of three schools in Dubai and one in Abu Dhabi, including two new schools under the DBS brand, subject to regulatory approvals.
With respect to the government-partnership portfolio, the Group owns and operates nine Abu Dhabi charter schools on behalf of ADEK, three “Dubai Schools” under the PPP program operated on behalf of KFE and four schools as part of the Federal Ministry of Education’s Ajyal Schools Initiative. Given that the government-partnership schools were only established in the 2019-2020 academic year, they represent an opportunity for future growth and potential increase in contribution to the Group’s revenue and profits as such schools develop.