PHOTO
Jeddah, Saudi Arabia: – Modern Mills Company (the “Company”, or “Modern Mills”, or “MMC”), a national and leading milling and nutrition company and a key player in the Kingdom of Saudi Arabia’s food security landscape (the “Kingdom” or “Saudi Arabia”), along with HSBC Saudi Arabia, as Sole Financial Advisor, Global Coordinator, Joint Bookrunner and Underwriter and Lead Manager, and Emirates NBD Capital KSA as Joint Bookrunner and Underwriter, announces the successful completion of the individual Investor offering period and the Final Allotment of Offer Shares in relation to its Initial Public Offering (the “IPO” or the “Offering”). With regards to the offering, Moelis & Company Saudi Limited has been appointed as the Advisor to the Selling Shareholders.
Following the successful completion of the institutional book-building period which set the Final Offer Price at SAR 48 per share and resulted in subscription coverage of approximately 127 times the total offered shares, the individual investors offering took place from 05 to 06 March 2024G. The number of Offer Shares that were allocated to the Individual Investors’ tranche was 2,454,960 Offer Shares, representing 10% of the total offering. The individual investor offering saw 966,707 subscribers place orders, reflecting a subscription coverage of 21.9 times the offered shares in this tranche.
Modern Mills allocated a minimum of 2 Offer Shares to each Individual Investor, with the remaining Offer Shares allocated on a pro-rata basis based on demand size to the remaining demand with an average allocation factor of 1.0076%.
Offering Details
- The Final Offer Price for the Offering has been set at SAR 48 per share, implying a market capitalization at listing of SAR 3,928 million (USD 1,047 million)[1].
- The total Offering size is SAR 1,178 million (USD 314 million).
- The Offering is comprised of 24,549,600 ordinary shares (the “Offer Shares”) representing 30% of the Company's share capital, to be sold by the current shareholders (the “Selling Shareholders”).
- Immediately following the listing on the Main Market of the Saudi Exchange (Tadawul), the Company will have a free float of 30% (24,549,600) of its entire issued share capital (81,832,000).
- The Selling Shareholders are Mada International Holding Company (50% share pre-Offering), Al Ghurair Foods Company (45% share pre-Offering), and Masafi Company (5% share pre-Offering). Following the completion of the Offering, the current shareholders shall collectively own 69% of the Company’s share capital.
- The Company will hold 818,320 treasury shares (equivalent to 1% of Company’s capital) after the completion of the Offering through buying 687,389 shares (representing 84% of treasury shares) based on the final Offer Price and the award of 130,931 shares (representing 16% of treasury shares) by the Selling Shareholders, in conjunction with completing the Offering process to use them within the Company’s employee stock program.
Expected Offering Timeline
| Milestone | Date (Gregorian) | Date (Hijri)[2] |
| Refund of excess subscription monies (if any) | By 18th March 2024G | By 08 Ramadan 1445H |
| Expected trading commencement date for the Shares | Trading of the Offer Shares on the Exchange is expected to commence after all relevant legal requirements and procedures have been fulfilled. Trading will be announced in local newspapers and on the Saudi Exchange website (www.saudiexchange.sa). | |
-Ends-
| Sole Financial Advisor, Global Coordinator, Joint Bookrunner, Underwriter and Lead Manager | |
| HSBC Saudi Arabia | Mohammed Fannouch Managing Director, Co-Head of Investment Banking |
| Joint Bookrunner and Underwriter | |
| Emirates NBD Capital KSA | Bilal Mohammed Barqawi Investment Banking |
| Advisor to the Selling Shareholders | |
| Moelis & Company Saudi Limited | Moaath Alangari Executive Director, Head of Saudi Arabia Amit Kumar Head of Arranging |
| Communications Advisor | |
| FTI Consulting | Ajith Henry Managing Director Strategic Communications Lead, Middle East Rouaa Fadl Senior Director Capital Markets, KSA |
| Modern Mills Company | For IPO Related Inquires: For Media Relations Inquires: |
DISCLAIMER
NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. 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 and Emirates NBD Capital KSA (together, 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 (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 is available on the websites of the Company at www.modernmills.com.sa, the Saudi Exchange at www.saudiexchange.sa, the CMA at www.cma.org.sa and HSBC Saudi Arabia 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. They 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 & Company Saudi Limited (“Moelis”) is acting exclusively for the Selling Shareholders and no-one else in connection with the Offering. It will not regard any other person as their respective client, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, in relation to the Offering and will not be responsible to anyone other than the Selling Shareholders for providing the protections afforded to its clients, 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.
