JEDDAH – Jamjoom Pharmaceuticals Factory Company (“Jamjoom Pharma” or the “Company” or the “Issuer”), a leading pharmaceutical manufacturer and marketer in the Kingdom of Saudi Arabia (“KSA” or the “Kingdom”) and the Middle East and African region (“MEA”) region, today announces the price range for its initial public offering (“IPO” or the “Offering”), as well as commencement of the institutional book-building period for Participating Parties.
The price range for the Offering has been set between SAR 56 and SAR 60 per share (the “Price Range”). The institutional book-building period commences today, 15 May 2023G, and will end on 22 May 2023G.
On 28 December 2022G, the Capital Market Authority (“CMA”) approved the Company’s application for the Offering of 21,000,000 shares (the “Offer Shares”), representing 30% of the Company’s issued share capital of 70,000,000 shares, by way of a sale of existing Shares by selling shareholders. The final offer price of the Offer Shares will be determined at the end of the book-building period.
BACKGROUND TO THE OFFERING:
- With respect to the Offering, the Company appointed Saudi Fransi Capital as Lead Manager (the “Lead Manager”) in relation to the Offering. The Company also appointed J.P. Morgan Saudi Arabia Company and Saudi Fransi Capital to act as Financial Advisors (collectively the “Joint Financial Advisors”). In addition, the Company also appointed AlRajhi Capital, J.P. Morgan Saudi Arabia Company and Saudi Fransi Capital to act as the Underwriters (the “Underwriters”) and as the Bookrunners (the “Bookrunners”) to the Offering.
- AlRajhi Bank, Banque Saudi Fransi and Saudi National Bank (SNB) have been appointed as receiving entities (the “Receiving Entities”) for the individual investors’ tranche.
- The CMA and Saudi Exchange approvals have been obtained for the offering and listing as outlined below:
- Jamjoom Pharma to register its shares and offer of twenty-one million (21,000,000) Ordinary Shares representing 30% of the Company’s issued share capital of 70,000,000 shares by way of a sale of existing shares.
- The Shares will be listed on the Main Market of the Saudi Exchange following the completion of the Offering and listing formalities with the CMA and the Saudi Exchange.
- All existing shares in Jamjoom Pharma are currently held by members of the Jamjoom family (“Current Shareholders”) and each of the Current Shareholders will sell Offer Shares in the IPO pro-rata to their current ownership.
- The Current Shareholders and the Company will be subject to a lock-up period of six months starting from the commencement of trading of the Shares on the Saudi Stock Exchange.
- Jamjoom Pharma has entered into a binding undertaking with each of Saudi Economic and Development Holding Company (SEDCO) and Al Faisaliah Group Holding Company (together referred to as the “Cornerstone Investors”), through which the Cornerstone Investors have committed to subscribe for, in aggregate, 5,166,666 shares at the Offer Price, representing 24.6% of the Offer Shares and 7.4% of the Company’s issued share capital (“Cornerstone Commitment“). The Cornerstone Commitment comprises of 3,499,999 shares to be subscribed by SEDCO and 1,666,667 shares to be subscribed by Al Faisaliah Group Holding Company. The Company agreed to allocate the Cornerstone Investors’ shares to the Cornerstone Investors as part of the Offering process.
- The Offer Shares will be offered for subscription to investors eligible to participate in the book-building process in accordance with the Book-Building Instructions and Allocation of Shares in IPOs as issued by the CMA (“Participating Parties” or “Participating Party“), including certain non-US based Qualified Foreign Financial Institutions in accordance with Regulation S under the Securities Act, and individual investors.
- The number of Offer Shares to be initially allocated to the Participating Parties is twenty-one million (21,000,000) Shares representing 100% of the total Offer Shares, of which five million one hundred sixty-six thousand six hundred sixty-six (5,166,666) Offer Shares, being the Cornerstone Investors’ Shares, shall be allocated to the Cornerstone Investors.
- A maximum of two million one hundred thousand (2,100,000) shares representing ten percent (10%) of the Offer Shares shall be allocated to Individual Investors. In the event that the Individual Investors 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 Investors in proportion to the number of Offer Shares subscribed for thereby.
- The Lead Manager shall have the right to reduce the number of Offer Shares allocated to the Participating Parties to a minimum of eighteen million nine-hundred thousand (18,900,000) Shares, representing 90% of the total Offer Shares, provided that such claw-back does not apply to the Cornerstone Investors and the final allocation to the Cornerstone Investors being five million one hundred sixty-six thousand six hundred sixty-six (5,166,666) Offer Shares in all cases.
- The price range of SAR 56 – 60 implies an equity value of SAR 3.9 – 4.2 billion and an offer size of SAR 1,176 – 1,260 million.
- Subscription for the Offer Shares is restricted to the following groups of investors:
Tranche (A): Participating Parties: This tranche comprises investors eligible to participate in the book-building process in accordance with the Book-Building Instructions and Allocation of Shares in IPOs as issued by the Capital Market Authority (hereinafter referred to as the “CMA“) (the Instructions shall hereinafter be referred to as the “Book-Building Instructions”), (said investors shall be collectively referred to as the “Participating Parties” and each a “Participating Party“). The number of Offer Shares to be effectively allocated to Participating Parties is twenty-one million (21,000,000) shares representing 100% of the total Offer Shares, of which five million one hundred sixty-six thousand six hundred sixty-six (5,166,666) Offer Shares, being the Cornerstone Investors’ Shares, shall be allocated to the Cornerstone Investors. In the event there is sufficient demand by Individual Investors (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 eighteen million nine hundred thousand (18,900,000) shares, representing 90% of the total Offer Shares, provided that such claw-back shall not apply to the Cornerstone Investors and the final allocation to the Cornerstone Investors shall be five million one hundred sixty-six thousand six hundred sixty-six (5,166,666) Offer Shares in all cases. Thirteen million seven hundred thirty-three thousand three hundred thirty-four (13,733,334) Offer Shares will be allocated to the Participating Parties excluding the Offer Shares allocated to the Cornerstone Investors and Individual Investors. The Financial Advisors, in coordination with the Issuer, shall determine the number and percentage of Offer Shares to be allocated to Participating Parties.
Tranche (B): Individual Investors: This tranche includes Saudi natural persons, including any Saudi female divorcee or widow with minor children from a marriage to a non-Saudi person who can subscribe 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 and any national of countries of the Cooperation Council for the Arab States of the Gulf (the “GCC“), in each case who has a bank account with a Receiving Agent and having the right to open an investment account with a Capital Market Institution (as defined in the Prospectus) (collectively, the “Individual Investors“, and each an “Individual Investor”). Subscription by a person in the name of his divorcee shall be deemed invalid, and if a transaction of this nature has been proved to have occurred, then the regulations shall be enforced against such person. If a duplicate subscription is made, the second subscription will be considered void and only the first subscription will be accepted. A maximum of two million one hundred thousand (2,100,000) Shares representing 10% of the Offer Shares shall be allocated to Individual Investors. In the event that the Individual Investors 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 Investors in proportion to the number of Offer Shares subscribed for thereby.
- Subscription method for each targeted investor category:
Tranche (A): Participating Parties: Participating Parties are entitled to apply for subscription, and the Bookrunners will provide Bidding Participation Forms to the Participating Party investors during the Book-Building Period. After the initial allocation, the Lead Manager will provide Participating Parties with Subscription Application Forms.
Tranche (B): Individual Investors: Subscription Application Forms will be provided to Individual Investors during the Offering Period by the Receiving Agents. Individual Investors who have participated in recent initial public offerings in the Kingdom can also subscribe through the internet, telephone banking or automated teller machines (“ATMs”) of any of the Receiving Agents’ branches that offer any or all such services to their customers, provided that the following requirements are satisfied: (i) the Individual Investor must have a bank account at a Receiving Agent which offers such services, and (ii) there have been no changes in the personal information or data of the Individual Investor since such person’s subscription to the last initial public offering.
Expected Offering Timeline:
|Price range announcement and institutional book building for Participating Parties starts||Monday 25/10/1444H (corresponding to 15/05/2023G)|
|Institutional book building for Participating Parties ends||Monday 02/11/1444H (corresponding to 22/05/2023G)|
|Retail subscription for Individual Investors starts||Tuesday 10/11/1444H (corresponding to 30/05/2023G)|
|Retail subscription for Individual Investors ends||Thursday 12/11/1444H (corresponding to 01/06/2023G)|
|Announcement of final Offer Shares allotment||Wednesday 18/11/1444H (corresponding to 07/06/2023G)|
|Refund of excess subscription amounts (if any)||Sunday 22/11/1444H (corresponding to 11/06/2023G)|
|Expected date of commencement of trading on the Exchange||It is expected that trading of the Shares will commence on the Exchange shortly after the final allocation of the Offer Shares|
Note: The above timelines are indicative. Actual dates will be communicated through announcements appearing on the websites of the Saudi Exchange and the Joint Financial Advisors.