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- Significant demand of c. 767m KWD for BIG Holding shares from Eligible Investors, resulted in books being over 17x covered
- Final offer price is set at 500 Fils per share, at the top of the price range, which would grant the Company a market capitalisation at listing of 150m KWD (c. 488m USD)
- The strong results of the subscription process reflect the confidence investors have in BIG Holding’s strategy and vision
- BIG Holding is expected to commence trading on Boursa Kuwait during June 2024 under the symbol “BEYOUT”, as the first listing since 2022
Kuwait City, Kuwait: Beyout Investment Group Holding (“Beyout Investment Group” or “BIG Holding” or “BIG” the “Company”), the regional pioneer in providing comprehensive human resources and project lifecycle support complemented by real estate services, today announces that it has set the final offer price at 500 Fils per share, which is at the top of the price range. This followed the successful completion of the bookbuilding process, culminating in an oversubscription for its private secondary offering (or the “Offering”).
A total of 90,000,000 ordinary shares, representing 30% of BIG Holding’s issued share capital, were offered, which will generate approximately 45m KWD of gross proceeds for the selling shareholders, upon settlement. The offering saw strong investor demand and oversubscription of over 17x. The total cumulative demand for BIG Holding shares amounted to c. 767m KWD.
Mr. Abdulrahman Al Khannah, Chief Executive Officer of Beyout Investment Group, commented:
“We are very pleased by these results which truly speak for themselves. It is fantastic to see these significant demand levels which are reflective of the investor confidence in our value proposition and excellent track record of delivering on behalf of our clients.”
Subscription process
The Offering Period for subscription to the Shares will close by 1:00 pm Kuwait local time on 02 June 2024. All Subscription Applications, along with all Required Documents listed in the section entitled “Subscription Process” of the Offering Memorandum and the full Subscription Amount should be received no later than 1:00 pm Kuwait local time on 02 June 2024.
BIG Holding shares are expected to commence trading on Boursa Kuwait during June 2024, under the symbol “BEYOUT” and ISIN “KW0EQ0210082”.
Details of the Eligible Investors and Offering are available in the updated Offering Memorandum. The Offering Memorandum is available under the Key Documents section on www.bigholding.com/big-holding-private-placement/. For further details you can also contact ir@bigholding.com.
National Investments Company K.S.C.P. and EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC) have been appointed as Joint Global Coordinators and Joint Bookrunners. National Investments Company K.S.C.P. has been appointed as investment and listing advisor.
-Ends-
About Beyout Investment Group
Beyout Investment Group is a prominent investment holding company, specialising in nurturing a diversified portfolio of high-potential businesses. BIG Holding was incorporated in 2006 to manage portfolios of an existing group of significantly growing companies and to diversify further into complementary service industries across the GCC region. The primary sources of revenue are driven through its leading subsidiaries, Kuwait Resources House (“KRH”) and Real Estate House (“REH”), which excel in their respective markets and drive sustainable business growth. Guided by integrity, excellence, and reliability, Beyout Investment Group continues to deliver lasting value for our clients, partners, and the broader economies in which we operate.
www.bigholding.com
About Beyout Investment Group Subsidiaries
BIG is in the process of transitioning from a successful family-owned company to becoming a leading regional institution. The Company will comprise KRH and REH and will also include smaller subsidiaries providing ancillary services – Bon Voyage and Borooj.
- About KRH – Established in 1998, KRH is the human resources arm of Beyout Investment Group, delivering integrated human resources solutions and life support services to clients in Kuwait. Serving a range of industries, including defense contractors, civil construction, telecom, oil & gas, healthcare, and more. KRH has a core team of 500 employees who manage over 8,000 individuals working as secondment staff for various projects. Recognised as a well-founded and sustainable partner, KRH adapts to evolving industry needs and crafts innovative strategies to meet new challenges. With its head office in Kuwait and branches in KSA, Qatar, UAE, Bahrain, Jordan, and Iraq. KRH is registered with the Chamber of Commerce and Industry, as well as the Ministry of Commerce and Industry.
- About REH – Established in 2002, REH specialises in high-quality, efficient real estate services, focusing on managing residential and commercial properties and BOT projects. REH also provides tailored plans like the "24/7 Program" for 24/7 support in facility management, maintenance, and customer service. With innovative development concepts and refined solutions, REH has played a crucial role in Kuwait's economic development, consistently delivering value and excellence in the local real estate market.
| INVESTOR / ANALYST ENQUIRIES | |
| General | E: IR@bigholding.com |
| MEDIA ENQUIRIES | |
| General | E: media@bigholding.com |
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS
| National Investments Company K.S.C.P. EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC) LEGAL ADVISOR TO THE COMPANY Meysan Partners INVESTMENT ADVISOR AND LISTING ADVISOR National Investments Company K.S.C.P. | |
| CLEARING AGENT Kuwait Clearing Company K.S.C | |
| FINANCIAL COMMUNICATIONS ADVISOR
|
DISCLAIMER
The information contained in this announcement as at the date hereof is subject to change. Neither the delivery of this announcement nor any oral, written or printed interaction in relation to the Shares is intended to be or should be construed as or relied upon in any way as, a promise or representation as to future earnings, results or events. Neither the delivery of this announcement nor the Offering, sale or delivery of any Shares shall in any circumstances imply that the information contained herein concerning the Company is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Shares is correct as of any time subsequent to the date indicated in the document containing the same.
This announcement is provided solely for information purposes only for the use of Prospective Investors invited by the Joint Global Coordinators to consider an investment in the Shares.
Prior to investing in any Shares, Prospective Investors should carefully consider, together with all other information contained in the Offering Memorandum relating to the Offering, the risk factors relating to investing in the Shares highlighted in the Offering Memorandum and seek professional advice before investing (for further details on any information relating to the Offering, please refer to the Offering Memorandum found in the above-mentioned website) should rely on their own due diligence examination of the Company and the terms of the Offering. This announcement does not contain all the information that Prospective Investors should consider before deciding to invest in the Shares and does not purport to be full or complete.
This announcement is not to be regarded as a recommendation on the part of the Company, the Joint Bookrunners or any of their advisers or affiliates to participate in the Offering of the Shares.
The distribution of this announcement and the Offering or sale of the Shares in certain jurisdictions is restricted by law. Persons into whose possession this announcement may come are required by the Joint Bookrunners and the Company to inform themselves about and to observe such restrictions.
Notwithstanding the foregoing, this announcement does not constitute and shall not be construed as being an offer or solicitation, nor shall it be used for those purposes by any person in any jurisdiction in which such an offer or solicitation is not authorised, the person making such an offer or solicitation is not qualified to do so, or to any person to whom it is unlawful or unauthorised to make such an offer or solicitation.
The Joint Bookrunners, their respective subsidiaries, affiliates, officers, directors, shareholders, partners, agents, employees, accountants, attorneys and advisers make no representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained in this announcement. The Joint Bookrunners, their subsidiaries, affiliates, officers, directors, Shareholders, partners, agents, employees, accountants, attorneys and advisers expressly disclaim any and all liability for, or based on, or relating to any information, including, without limitation, any information contained in, or errors in or omissions from the announcement, or based on or relating to the use of this announcement by Prospective Investors. This announcement does not constitute an offer to purchase or subscribe to the Shares, nor shall it, or any part of it, be relied upon in any way in connection with any contract for the acquisition of Shares nor shall it be taken as a form of commitment by the Selling Shareholders to proceed with the Offering.
This announcement is provided for information only and is not intended to be, and must not be taken as, the basis for an investment decision. Prospective Investors are not to construe the contents of this announcement as constituting tax, investment or legal advice. Prior to subscribing to the Shares, each Prospective Investor should consult with his, her or its own legal, business and tax advisors to determine the appropriateness and consequences of an investment in the Company for such potential Investor and arrive at an independent evaluation of such investment.
This announcement contains material information relating to the Company and its subsidiaries and is based on the reasonable beliefs of the management of the Company and expectations based upon certain assumptions regarding trends in Kuwait, Middle East and global economies and other factors.
This announcement may include forward-looking statements concerning the Company’s plans, objectives, goals, strategies, future operations and financial performance and the assumptions underlying these forward-looking statements. When used in this document, the words “anticipates”, “estimates”, “expects”, “believes”, “intends”, “plans”, “aims”, “seeks”, “may”, “will”, “should”, “target”, “forecasts”, and any of its derived expressions or any similar expressions generally identify forward-looking statements. The Company has based these forward-looking statements on the current view of the Company’s management with respect to future events and financial performance. Although the Company believes that the expectations, estimates and projections reflected in the Company’s forward-looking statements are reasonable as of the date of this announcement, if one or more of the risks or uncertainties materialise, including those which the Company has identified in this announcement and those which the Company could not reasonably identify, or if any of the Company’s underlying assumptions prove to be incomplete or inaccurate, the Company’s actual results of operation may vary from those expected, estimated or predicted without any liability on the Company. These forward-looking statements speak only as at the date of this announcement. Without prejudice to any requirements under applicable laws and regulations, the Company expressly disclaims any binding obligation or undertaking to achieve or fulfil any of the objectives or results contained in any of the expectations, estimations, forecasts, or predictions and to disseminate after the date of this announcement any updates or revisions to any forward-looking statements contained herein to reflect any change in expectations, estimations, forecasts, or predictions thereof or any change in events, conditions or circumstances on which any such forward-looking statement is based.
All forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results to differ materially from our expectations include, among others:
- General economic and business conditions in Kuwait, Middle East and other countries. ·
- The Company’s ability to successfully implement its strategy, its growth and expansion, technological changes, its exposure to market risks that have an impact on its business activities or investments.
- The changes in monetary and fiscal policies of Kuwait, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in Kuwait and globally, changes in domestic and foreign laws, regulations and taxes and changes in competition in our industry.
- Changes in the value of the KWD and other currencies. · The occurrence of natural disasters or calamities.
- Changes in political and social conditions in Kuwait.
- The loss or shutdown of operations of the Company at any time due to strike or labour unrest.
- The loss of key employees and staff of the Company.
- The Company’s ability to respond to technological changes.
For further discussion of factors that could cause the Company’s actual results to differ, Prospective Investors should review the section titled “Risk Factors and Considerations” of the Offering Memorandum. By their nature, certain market risk disclosures are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated.
Neither the Company, the Joint Global Coordinators, nor any of their respective subsidiaries and/or affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In accordance with requirements of the Kuwait Capital Markets Authority, the Company and the Joint Bookrunners will ensure that Prospective Investors are informed of material developments until such time as the grant of listing and trading permission by the Boursa Kuwait, as per the Kuwait Capital Markets Authority requirements.
The distribution of this announcement and the offer and sale of the Shares in certain jurisdictions may be restricted by law. Prospective Investors should inform themselves as to the legal requirements and tax consequences within the countries of their citizenship, residence, domicile and place of business with respect to the acquisition, holding or disposal of shares, and any foreign exchange restrictions that may be relevant thereto.
Certain figures and percentages included in this announcement have been subject to rounding adjustments. For the purposes of calculating certain figures and percentages, the underlying numbers used have been extracted from the relevant financial statements rather than the rounded numbers contained in this announcement. Accordingly, figures shown in the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
This announcement is being distributed to and is only directed at (i) persons who are outside the United Kingdom; (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); (iii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated (all such persons in (i), (ii), (iii) and (iv) above, together, being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe for, purchase or otherwise acquire securities will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. In the United Kingdom, this announcement is only addressed to and is only directed at “qualified investors” within the meaning of the Prospectus Regulation (as defined below) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and no person that is not a qualified investor may act or rely on this announcement or any of its contents.
In any member state of the European Economic Area, this announcement is only addressed to and is only directed at “qualified investors” in such member state within the meaning of Article 2(e) of Regulation EU 2017/1129 (the “Prospectus Regulation”), and no person that is not a qualified investor may act or rely on this announcement or any of its contents.
In the United Arab Emirates (outside of the financial free zones established pursuant to UAE Federal Law No.8 of 2004): this announcement is strictly private and confidential and is being distributed to a limited number of investors/recipients and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of this announcement, you should consult an authorised financial adviser. By receiving this announcement, the person or entity to whom it has been issued understands, acknowledges and agrees that this announcement has not been approved by or filed with the United Arab Emirates (“UAE”) Central Bank, the Securities and Commodities Authority (the “SCA”) or any other authorities in the UAE. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE and no subscription to any securities or other investments may or will be consummated within the UAE. Securities may not be marketed, offered or sold directly or indirectly to the public in the UAE without the approval of the SCA. This announcement does not constitute a public offer of securities in the UAE in accordance with the Federal Commercial Companies Law, No. 32 of 2021 (as amended or replaced from time to time) or otherwise. This announcement may be distributed in the UAE only to “professional investors” (as defined in SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time)) and may not be provided to any person other than the original recipient.
In the Dubai International Financial Centre (“DIFC”): this announcement relates to an Offering which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”). The DFSA has not approved this announcement nor has any responsibility for reviewing or verifying any document or other documents in connection with the Offering. Accordingly, the DFSA has not approved this announcement or any other associated documents nor taken any steps to verify the information set out in this announcement, and has no responsibility for it. The Offering has not been offered and will not be offered to any persons in the DIFC except on that basis that an offer is:
• an “Exempt Offer” in accordance with the Markets Rules (“MKT”) module of the DFSA Rulebook; and
• made only to persons who meet the “Deemed Professional Client” criteria set out in the Conduct of Business (“COB”) Module of the DFSA Rulebook (the “COB Module”).
This announcement must not, therefore, be delivered to, or relied on by, any other type of person. The Offering to which this announcement relates may be illiquid and/or subject to restrictions on its resale. Prospective purchasers should conduct their own due diligence on the Offering. The DFSA has not taken steps to verify the information set out in this announcement, and has no responsibility for it. If you do not understand the contents of this Offering or are unsure whether the securities to which this Offering relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser. This announcement is only addressed to and is only directed at “Deemed Professional Clients” as defined in the DFSA Rulebook, COB Module. This announcement is not directed at Retail Clients as defined in the COB Module.
In the Abu Dhabi Global Market (“ADGM”): this announcement relates to an Offering which is not subject to any form of regulation or approval by the Financial Services Regulatory Authority (“FSRA”). The FSRA has not approved this announcement nor has any responsibility for reviewing or verifying any document or other documents in connection with the Offering. Accordingly, the FSRA has not approved this announcement or any other associated documents nor taken any steps to verify the information set out in this announcement, and has no responsibility for it. The Shares have not been offered and will not be offered to any persons in the ADGM except on the basis that an offer is: (i) an “Exempt Offer” in accordance with the FSRA Financial Services and Markets Regulations 2015 and Markets Rules; and (ii) made only to persons who meet the “Deemed Professional Client” criteria set out in the FSRA Conduct of Business Rulebook. The FSRA has not taken steps to verify the information set out in this announcement, and has no responsibility for it. If you do not understand the contents of this Offering or are unsure whether the securities to which the Offering relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser.
This announcement is being distributed subject to the provisions of the Rules on the Offer of Securities and Continuing Obligations issued by the Saudi Arbian Capital Markets Authority 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.
YOU ARE HEREBY ADVISED TO SEEK THE ADVICE OF AN ADVISOR LICENSED BY LAW AND WHICH SPECIALISES IN ADVISING ON THE SUBSCRIPTION PRIOR TO MAKING A DECISION TO SUBSCRIBE.
THE KUWAIT CAPITAL MARKETS AUTHORITY OR ANY REGULATORY ORGANISATION IN THE STATE OF KUWAIT OR OTHER JURISDICTIONS SHALL NOT BEAR ANY LIABILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT OR ITS ACCURACY, AND NOT FOR ANY LOSS ARISING FROM RELIANCE ON ANY PART OF THIS ANNOUNCEMENT.
