Riyadh, Saudi Arabia: Fourth Milling Company (the “Company”), a leading company in the field of flour production 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 5 and SAR 5.30 per share (the “Price Range”). The institutional book building commences today, 15 September 2024G and will close at 4:00 PM KSA time on 19 September 2024G.

On 26 June 2024G, the CMA approved the Company’s application for registering its share capital and the Offering of 162,000,000 ordinary Shares (the “Offer Shares”), representing 30% of the Company’s total issued share capital. The offering price will be announced following the end of the institutional bookbuilding period.

The Offering’s net proceeds will be distributed to the selling shareholders. The Company will not receive any part of the proceeds from the Offering.

The final price at which all subscribers in the Offering will purchase Shares will be determined at the end of the book-building period.

OFFERING DETAILS

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 price range of the Offering has been set between SAR 5 and SAR 5.30 per share.
  • The Offering will consist of a secondary offering of 162,000,000 Offer Shares representing 30% of the Company’s total issued share capital.
  • The total offering size is expected to be between SAR 810 million (USD 216 million) and SAR 858.6 million (USD 228.9 million), indicating a market capitalization at listing between SAR 2.7 billion (USD 720 million) and SAR 2.8 billion (USD 763.2 million).
  • The Offer Shares will be offered for subscription to Individual Subscribers and Participating Parties (as defined below).

Following completion of the Offering, the current shareholder, Gulf Milling Industrial Company (the “Current Shareholder”) shall own, 70% of the Company’s share capital.

  • A maximum of 162,000,000 shares, representing 100% of total Offer Shares will be allocated to Participating Parties.
  • The Financial Advisor may, in coordination with the Company, reduce the number of shares allocated to Participating Parties to 129,600,000 shares, representing 80% of total Offer Shares to accommodate Individual Subscribers demand.
  • A maximum of 32,400,000 shares, representing 20% of the total Offer Shares, will be allocated to Individual Subscribers.
  • Following listing, the Company is expected to have a free float of 30% of the Shares.
  • Riyad Capital has been appointed as the Financial Advisor, Lead Manager, Bookrunner, and Underwriter.
  • Riyad Bank and Arab National Bank have been appointed as receiving agents (collectively, the “Receiving Agents”).

The Offering shall be restricted to the two following groups of investors ("Investors"):

Tranche (A): Participating Parties: This tranche comprises investors eligible to participate in the book-building process in accordance with the Instructions for Book Building Process and Allocation Method in Initial Public Offerings, as issued by the Capital Market Authority ("CMA") (the Instructions shall be referred to as the "Book-Building Instructions"), (collectively referred to as the "Participating Parties" and each as a "Participating Party"). The number of Offer Shares to be allocated to Participating Parties effectively participating in the book-building is one hundred and sixty-two million (162,000,000) Offer Shares, representing 100% of the total Offer Shares. In the event there is sufficient demand by Individual Subscribers (as defined under Tranche (B) below), the Lead Manager shall have the right to reduce the number of Offer Shares allocated to Participating Parties to a minimum of one hundred and twenty-nine million and six hundred thousand (129,600,000) ordinary shares, representing 80% of the total Offer Shares. The Financial Advisor, in coordination with the Company, shall determine the number and percentage of Offer Shares to be allocated to Participating Parties.

Tranche (B): Individual Subscribers: This tranche includes Saudi Arabian nationals, including any Saudi female divorcee or widow with minor children from a marriage to a non-Saudi person who can subscribe in her own name 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; and any non-Saudi Arabian national who is residing in Saudi Arabia and any national of countries in the Gulf Cooperation Council (the "GCC"), in each case who has a bank account with a Receiving Agent and has the right to open an investment account with a capital market institution (collectively, the "Individual Subscribers", and each an "Individual Subscriber"). Subscription by a person in the name of his divorcee shall be deemed invalid. If a transaction of this nature is proved to have occurred, the applicable regulations shall be enforced against such person. If a duplicate subscription is made, the second subscription will be deemed void, and only the first subscription will be accepted. A maximum of thirty-two million four hundred thousand (32,400,000) ordinary shares, representing twenty percent (20%) of the Offer Shares, shall be allocated to Individual Subscribers. In the event that the Individual Subscribers do not subscribe in full for the Offer Shares allocated to them, the Lead Manager may reduce the number of Offer Shares allocated to Individual Subscribers in proportion to the number of Offer Shares subscribed for thereby.

OFFERING TIMETABLE

IPO MILESTONE

DATE

Offering Period for Participating Parties and Book-Building Process

Sunday, 12/03/1446H

(corresponding to 15/09/2024G) and closing at the end of Thursday,

16/03/1446H (corresponding to 19/09/2024G)

Submission Period for Individual Subscribers

Starting from Wednesday, 29/03/1446H

(corresponding to 02/10/2024G) and closing at the end of

Thursday, 30/03/1446H (corresponding to 03/10/2024G

Announcement of final Offer Shares allotment

Sunday, 18/11/1445H (corresponding to 06/10/2024G)

Refund of excess subscription monies (if any)

Tuesday, 05/04/1446H (corresponding to 08/10/2024G

For more information on the IPO, visit www.ipo.MC4.com.sa

-Ends-

CONTACT DETAILS
Fourth Milling Company (MC4)
Khalid Al Maktary, CEO       

Financial Advisor, Lead Manager, Bookrunner, and Underwriter
Riyad Capital
Ayman Abdulaziz AlDrewesh
project.mongolia@riyadcapital.com

MEDIA ENQUIRIES (media@MC4.com.sa)
Instinctif Partners
Matthew Smallwood / Joann Joseph
​​​​​​​ Email: matthew.smallwood@instinctif.com  / 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.mc4.com), the CMA (www.cma.org.sa), the Saudi Exchange (www.saudiexchange.sa) and the Financial Advisor (www.riyadcapital.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 MC4 (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 Fourth Milling Company. Copies of the prospectus will be available on the websites of the Company (www.MC4.com.sa), the CMA (www.cma.org.sa), the Saudi Exchange (www.saudiexchange.sa) and the Financial Advisor (www.riyadcapital.com), each as defined below.