SPECIALIZED MEDICAL COMPANY ANNOUNCES BINDING UNDERTAKING BY CORNERSTONE INVESTOR FOR ITS IPO - Middle East Business News and Information

Mid East Info

13-05-2025

Specialized Medical Company 'Company' or 'SMC', one of the leading healthcare providers in the Kingdom of Saudi Arabia ('Kingdom'), recognized as a center of excellence delivering comprehensive and integrated healthcare services across a wide range of specialties, announces that it has issued a supplementary prospectus in relation to binding undertaking from the Company for Cooperative Insurance Tawuniya referred to as the ('Cornerstone Investor') for its initial public offering (the 'IPO' or 'Offering').
The Company for Cooperative Insurance (Tawuniya) committed to subscribe, as Cornerstone Investor, for 5,875,000 shares of the Offer Shares (representing 2.35% of the Company's share capital after the Offering). The Company for Cooperative Insurance (Tawuniya) is considered a major investor in the Saudi markets. The Company believes that the contribution of the Company for Cooperative Insurance (Tawuniya) will provide an essential drive for achieving growth and long-term strategic goals.
The price range for the Offering has been set between SAR 24.00 and SAR 25.00 per share ('Price Range') with the start of the institutional book-building period on 11 May 2025G, and will close at 2:00PM (KSA time) on 15 May 2025G.
HIGHLIGHTS OF THE OFFER: The Company has appointed EFG Hermes KSA and SNB Capital Company ('SNB Capital') as the joint financial advisors (hereinafter referred to as the 'Financial Advisors'), bookrunners (the 'Bookrunners'), and underwriters (the 'Underwriters') and appointed SNB Capital as the lead manager (hereinafter referred to as the 'Lead Manager') in respect to the Offering described herein.
The Company has also appointed SNB Capital, SAB Invest, Al Rajhi Capital, BSF Capital, Alinma Investment, Riyad Capital, Al Jazira Capital, Alistithmar Capital, ANB Capital, Derayah Financial Company, Yaqeen Capital, Al Khabeer Capital, Albilad Capital, GIB Capital and Sahm Capital to act as receiving agents (collectively, the 'Receiving Agents') for retail investors.
The Company has obtained the necessary approvals from the Capital Market Authority (the 'CMA') and Saudi Exchange to proceed with the Offering and listing process as shown below: The Offering will consist of 75,000,000 ordinary shares (the 'Offer Shares'), representing 30% of the Company's total issued share capital. The Offer Shares will be offered for subscription to Individual Subscribers and Participating Parties (as defined below). A maximum of 75,000,000 ordinary shares, representing 100% of the offer shares, will be allocated to the Participating Parties initially, with the final allocation being made after the end of the retail subscription period. In the event of sufficient demand from retail investors, the Financial Advisors in coordination with the Company shall have the right to reduce the number of Offer Shares allocated to Participating Parties to a minimum of 60,000,000 Offer Shares, representing 80% of the total Offer Shares. 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.
Subscription for the Offer Shares is restricted to the following groups of investors: Tranche (A): Participating Parties: This tranche includes categories that are entitled to participate in the book-building process as specified under the Instructions for Book Building Process and Allocation Method in Initial Public Offerings issued by the CMA. These categories include investment funds, qualified foreign companies and institutions, GCC corporate investors and other foreign investors under swap agreements. The number of Offer Shares that will provisionally be allocated to the Participating Parties is seventy-five million (75,000,000) Offer Shares, representing 100% of the total Offer Shares, of which five million eight hundred seventy-five thousand (5,875,000) shares of the Offer Shares (representing 2.35% of the Company's share capital after the Offering), being the Cornerstone Investor's Shares, shall be allocated to the Cornerstone Investor. The final allocation will be after the end of retail subscription. In the event that Individual Subscribers (as defined in Tranche B below) subscribe in full 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 a minimum of sixty million (60,000,000) Offer Shares, representing 80% of the total Offer Shares, provided that such reduction shall not apply to the Cornerstone Investor and the final allocation to the Cornerstone Investor shall be five million eight hundred seventy-five thousand (5,875,000) shares of the Offer Shares (representing 2.35% of the Company's share capital after the Offering) in all cases. Accordingly, fifty-four million one hundred and twenty-five thousand (54,125,000) shares of the Offer Shares will be allocated to the Participating Parties other than the Offer Shares allocated to the Cornerstone Investor and individual shareholders. The Financial Advisors, in coordination with the Company and the Selling Shareholders, shall determine the number and percentage of Offer Shares to be allocated to Participating Parties using the discretionary allocation mechanism. It is possible that certain Participating Parties will not be allocated any shares, as deemed appropriate by the Company and the Financial Advisors.Tranche (B): Individual Subscribers: This tranche comprises Saudi natural persons, any non-Saudi natural person who is resident in the Kingdom, or GCC nationals who have a bank account with one of the Receiving Agents and are entitled to open an investment account with a Capital Market Institution (collectively referred to as the 'Individual Subscribers'). A maximum of 15,000,000 Offer Shares, representing 20% of the total Offer Shares, will be allocated to Individual Subscribers. In the event that Individual Subscribers do not subscribe in full for the Offer Shares allocated thereto, the Lead Manager may reduce the number of Offer Shares allocated to Individual Subscribers in proportion to the number of Offer Shares to which they have subscribed.
The Offer Shares will be offered for subscription to individual and institutional investors, including institutional investors outside the United States in accordance with Regulation S under the US Securities Act of 1933G, as amended ('US Securities Act'). The Offering's net proceeds will be distributed to the Selling Shareholders. The Company will not receive any part of the Offering Proceeds.