Abu Dhabi, UAE: Lulu Retail Holdings PLC (“Lulu Retail”, or “Lulu”, or the “Company”, and together with its subsidiaries, the “Group”), the largest and fastest growing pan-GCC full-line retailer and a public company limited by shares incorporated in the Abu Dhabi Global Market (“ADGM”), today announces the price range for the sale of its shares (the “Shares”, each a “Share”) (the “Offer Price Range”) and the start of the subscription period for its initial public offering (the “IPO” or the “Offering”) on the Abu Dhabi Securities Exchange (the “ADX”).
 
The subscription period starts today and is expected to close on Tuesday 5 November 2024 for the UAE Retail Offering, Eligible Senior Executives, and for Professional Investors. 

The Offer Price Range has been set between AED 1.94 and AED 2.04 per Share. Assuming all the shares offered are sold, the size of the Offering will be between AED 5.01 billion (c. $1.36 billion) and AED 5.27 billion (c. $1.43 billion).

Based on the Offer Price Range, Lulu Retail is set to list with a market capitalization of between AED 20.04 billion (c. $5.46 billion) and AED 21.07 billion (c. $5.74 billion).

A total of 2,582,226,338 (two billion five hundred eighty-two million two hundred twenty-six thousand three hundred thirty-eight) ordinary Shares, representing 25% of the total issued Shares in the Company (the “Offer Shares”), are to be sold by the Company’s sole shareholder, Lulu International Holdings Limited (the “Selling Shareholder”). 

The final offer price (“Final Offer Price”) will be determined through a book building process and is expected to be announced on Wednesday 6 November 2024.

The Company is targeting a total dividend pay-out ratio of 75% of annual distributable profits after tax, paid semi-annually, subject to its Dividend policy. The Company targets that a dividend for the six months ended 31 December 2024 will be paid in the first half of 2025.

Admission of the Shares to trading on the Abu Dhabi Securities Exchange (“ADX”) (the “Admission”) is expected to take place on Thursday 14 November 2024. 
 
Saifee Rupawala, Chief Executive Officer of Lulu Retail, said:
“Today marks another significant milestone as we open subscriptions for the Lulu Retail IPO. Our offering presents a unique opportunity for local and international investors to participate in the growth of the largest pan-GCC retailer by market share and the fastest-growing player of scale in the Kingdom of Saudi Arabia. More than 600,000 people shop with Lulu every day across our multiple store formats, which cater for all shopping experiences and bring the world to the GCC through our diverse and extensive product range. We expect continued strong macroeconomic growth across our six markets driven by favourable demographic and consumption trends, and we continue to invest in our business to drive growth and loyalty across our existing 240-store network while also opening new stores, enhancing our operational efficiencies, growing our private label range and our online and ecommerce business. We remain confident we will achieve our guidance targets in 2024 and beyond, and the offer price range reflects our desire to prioritize a supportive aftermarket performance post-listing and to welcome all investors to join in Lulu Retail’s exciting next chapter.”
 
CORNERSTONE INVESTORS
On 28 October 2024, the Company and the Selling Shareholder entered into cornerstone investor agreements with (i) Abu Dhabi Pension Fund (“ADPF”), (ii) Bahrain Mumtalakat Holding Company Co. B.S.C. (“Mumtalakat”), (iii) Emirates International Investment Company LLC (“EIIC”) and (iv) Oman Investment Authority (“OIA”), (the “Cornerstone Investors”) pursuant to which each of the Cornerstone Investors severally (and neither jointly nor jointly and severally) has committed to purchase Sale Shares in the Qualified Investor Offering at the offer price. The aggregate commitments of all the Cornerstone Investors pursuant to the Cornerstone Investor Agreements are approximately AED 753 million (US$ 205 million), of which EIIC has committed to subscribe to US$100 million, with the Cornerstone Investors’ Shares being subject to a 180-day lock-up arrangement, following listing. 
 
The Abu Dhabi Pension Fund (ADPF) is a public entity with a separate legal personality, set up in 2000 to manage contributions, pensions and end-of-service benefits for UAE nationals working in or retired from the government and private sectors in the Emirate of Abu Dhabi and their beneficiaries.
 
Bahrain Mumtalakat Holding Company Co. B.S.C(c) (“Mumtalakat”) is investing in the Company via its portfolio company Marsat W.L.L. As the sovereign wealth fund of the Kingdom of Bahrain, Mumtalakat is tasked with increasing the nation's wealth through long-term investments. Mumtalakat holds stakes in over 50 commercial enterprises, with a diversified portfolio across sectors such as industrial manufacturing, financial services, telecommunications, real estate, logistics, consumer products, healthcare, and education. 
 
EIIC is the strategic investment vehicle of National Holding, an Abu Dhabi-based group with strategic investments across leading sectors in the UAE and MENA region. Since the early 1990s, EIIC has been a significant investor in the MENA region and globally, and has made long-term strategic investments in a number of regional and international companies, such as Abu Dhabi Islamic Bank, ADIB – Egypt, Modon Holding and Abu Dhabi National Hotels. EIIC may direct the delivery of any of the shares purchased through this Initial Public Offering, to any of its affiliates. Any such transferee will remain subject to the 180 days lock-up detailed.
 
Oman Investment Authority (OIA) is the investment arm of the Sultanate of Oman, established by Royal Decree No. 61/2020. It is a sovereign wealth fund operating as an autonomous legal entity with complete financial and administrative independence, reporting directly to the Council of Ministers. Its primary mandate encompasses the prudent management of the Sultanate of Oman's funds and assets.
 
SUBSCRIPTION PROCESS 
As previously announced, the Offering comprises of and is available to the following subscribers: 

First Tranche: A public offering (the “UAE Retail Offering”) to UAE Retail Investors and other investors in the UAE (as defined in the UAE Prospectus) including Eligible Employees of the Group (as defined in the UAE Prospectus).

Second Tranche: An offering 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)), as defined in the UAE Prospectus and referred to as the “Qualified Investors Offering” subscribers.
 
Third Tranche: An offering to Eligible Senior Executives of the Group (as defined in the UAE Prospectus) and referred to as the “Senior Executives Offering”.

The IPO subscription period starts today and runs until Tuesday 5 November 2024 for the UAE Retail Offering, Eligible Senior Executives, and for Professional Investors. 

The completion of the Offering and Admission is currently expected to take place on or around Thursday 14 November 2024, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval of admission to listing and trading on the ADX. 
 
Pursuant to an underwriting agreement to be entered into between the Company, the Selling Shareholder and the Joint Bookrunners prior to the date of Admission (the “Underwriting Agreement”), the Shares held by the Selling Shareholder following Admission shall be subject to a lock-up period (the “Lock-up Period”), which ends 180 days after the date of Admission. Lulu Retail shall also be subject to the Lock-up Period. 
The details of the Offering are included in the English and Arabic-language prospectus (the “UAE Prospectus”) and public subscription announcement (the “Public Announcement”) with respect to the UAE Retail Offering, and in an English-language international offering memorandum (the “International Offering Memorandum”) with respect to the Qualified Investors Offering. These documents are available for download at www.luluretail.com/ipo/.

[1]The value of UAE dirhams has been pegged to a US dollar rate of AED 3.6725 per US$1 since 1997. All AED/US$ conversions included herein have been calculated at this rate.

MEDIA ENQUIRIES
Andy Parnis (Teneo)
Stephen Smith (Teneo)
luluretail@teneo.com