Saudi Tadawul Group Holding Company Prospectus - …

1 Saudi Tadawul Group Holding Company ProspectusA Saudi closed joint stock Company registered under Commercial Registration No. 1010241733 dated 02/12/1428H (corresponding to 12 December 2007G). The Company was established by Royal Decree No. M/15 dated 01/03 of thirty-six million (36,000,000) ordinary shares representing 30% of the share capital of Saudi Tadawul Group Holding Company through an initial public offering, at an Offer Price of SAR 105 per Period: Three days commencing on 25/04/1443H (corresponding to 30/11/2021G)and ending on 27/04/1443H (corresponding to 02/12/2021G). Saudi Tadawul Group Holding Company (hereinafter referred to as the " Company " or the "Issuer") was incorporated on 02/12/1428H (corresponding to 12/12/2007G) as a Saudi closed joint stock Company wholly owned by the Public Investment Fund ( PIF ), and regis-tered under Commercial Registration No.

2 1010241733 dated 02/12/1428H (corresponding to 12/12/2007G). The Company was established by Royal Decree No. M/15 dated 01/03/1428H (corresponding to 20/03/2007G), with its Head Office at 6897 Tawuniya Towers, King Fahd Road, Olaya District - Riyadh 12211, Box 60612, Kingdom of Saudi arabia (the King-dom ).The Company 's current capital is one billion, two hundred million Saudi Riyals (SAR 1,200,000,000), divided into one hundred twenty million (120,000,000) fully paid shares of equal value with a nominal value of ten Saudi Riyals (SAR 10) per share. (For more information, please refer to Section 4-2-2 ("History, Incorporation and Evolution") of this Prospectus .)

3 The initial public offering of the Company 's shares (the "Offering") will consist of thirty-six mil-lion (36,000,000) ordinary shares (collectively, the "Offer Shares" and each an "Offer Share"). The Offer price will be 105 Saudi Riyals per Offer Share (the "Offer Price"), with each Offer Share carrying a fully paid nominal value of ten Saudi Riyals (SAR 10). The Offer Shares ac-count for thirty percent (30%) of the issued share capital of the Company . All of the Offer Shares will be sold by the sole shareholder in the Company (the Public Investment Fund).The Offering shall be limited to two tranches of investors (the "Investors") as follows:Tranche (A): Participating Parties.

4 This tranche comprises a number of institutions and com-panies, including investment funds, qualified foreign investors ("QFI"), and GCC investors with legal personality (collectively referred to as the "Participating Parties") who are entitled to participate in in the book building process as specified under the Instructions for Book Building Process and Allocation Method in Initial Public Offerings (IPOs) (the Book Build-ing Instructions ) issued by the Capital Market Authority ( CMA ). Please refer to Section 1 ("Definitions and Abbreviations") for more information. Participating Parties will initially be allocated thirty-six million (36,000,000) ordinary shares, representing 100% of the Offer Shares and the final allocation will be made after the end of the subscription period for Indi-vidual Subscribers (as defined in Tranche (B) below).

5 In the event that Individual Subscribers subscribe for the Offer Shares allocated thereto, the Financial Advisors shall have the right to reduce the number of Offer Shares allocated to Participating Parties to twenty-five million, two hundred thousand (25,200,000) Shares, representing seventy percent (70%) of the Offer Shares. The Financial Advisors in coordination with the Company (each as defined in Section 1 ("Definitions and Abbreviations")), shall determine the number and percentage of Offer Shares to be allocated to Participating Parties, using the discretionary allocation (B): Individual Subscribers: This tranche comprises Saudi natural persons including any Saudi female divorcee or widow with minor children from a marriage to a non- Saudi indi-vidual, who is entitled to subscribe to the Offer Shares for her own benefit 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, any non- Saudi natural person who is resident in the Kingdom or GCC nationals, in each case, who have a bank account, and is entitled to open an investment account, with one of the Receiving Agents (collectively referred to as the "Individual Sub-scribers.)

6 " and each an "Individual Subscriber" and together with the Participating Parties as the "Subscribers"). A subscription for Shares made by a person in the name of his divorcee shall be deemed invalid and if a transaction of this nature is proved to have occurred, the law shall be enforced against the applicant. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be accepted. A max-imum of ten million eight hundred thousand (10,800,000) Offer Shares representing thirty percent (30%) of the Offer Shares shall be allocated to Individual Subscribers.

7 If Individual Subscribers do not subscribe for all the Shares allocated thereto, the Financial Advisors may reduce the number of Shares allocated to them in proportion to the number of Shares to which they PIF is the Substantial Shareholder of the Company , owning 100% of its issued shares as at the date of this Prospectus . The Offer Shares will be sold by the Substantial Shareholder ("Selling Shareholder"). Upon completion of the Offering, the Selling Shareholder will col-lectively own seventy percent (70%) of the Company 's shares and will consequently retain a controlling interest in the Company . The Offering proceeds, after deduction of the Offering Expenses (the "Net Proceeds"), will be distributed to the Selling Shareholder.

8 The Company will not receive any part of the Offering proceeds, as illustrated in Section 8 ("Use of the Offering Proceeds") of this Prospectus . The Offering is fully underwritten by the Underwriters (For more information, please refer to Section 13 ("Underwriting") of this Prospectus ). The Substantial Shareholder will be subject to a restriction period during which it will be prohib-ited from selling its shares for a period of six (6) months as of the date of commencement of trading on the Exchange (the "Lock-up Period") as indicated in the Section ("Offering Summary") of this Prospectus .

9 Following the Lock-up Period, the Substantial Shareholder will be free to dispose of its Offering will be made to certain qualified foreign financial institutional investors outside the United States (including by way of swap agreements) in accordance with Regulation S is-sued under the United States Securities Act of 1933G, as amended (the "US Securities Act"). The Shares have not been, and will not be, registered under the US Securities Act or under any other applicable securities law in the United States. No Offer Shares under this Prospec-tus may be offered or sold in the United States of America, nor may they be offered or sold except in the context of transactions that are exempt from or not subject to any registration requirements under the US Securities Act or the securities laws of any country other than the Kingdom of Saudi arabia .

10 This Offering does not constitute an invitation to sell shares or a solicitation to buy them in any country where this Offering is unlawful or is not Offering will commence on 25/04/1443H (corresponding to 30/11/2021G), and will re-main open for a period of three days up to and including the closing day on 27/04/1443H (corresponding to 02/12/2021G) ("Offering Period"). Subscription to the Offer Shares can be made through any of the branches of the Receiving Agents (the "Receiving Agents") listed on page (viii) during the Offering Period or through the internet, telephone banking, or automated teller machines ("ATMs") or other electronic channels offered by the Receiv-ing Agents to their clients (for more information, please refer to Section ("Key Dates and Subscription Procedures") and Section 17 ("Share Information and Subscription Terms and Conditions") of this Prospectus ).