Spinneys Announces Offer Price Range And Start Of Subscription Period For Initial Public Offering

Spinneys 1961 Holding plc (the “Company” or “Spinneys”), an operator of premium grocery retail supermarkets under the “Spinneys”, “Waitrose” and “Al Fair” brands in the UAE and Oman, with plans to open in the Kingdom of Saudi Arabia in 2024, today announces the price range for the sale of its shares (the “Shares”, each a “Share”) (the “Offer Price Range”) and start of the subscription period for its initial public offering (“IPO” or the “Offering”) on Dubai Financial Market (“DFM”).

KEY HIGHLIGHTS

The Offer Price Range has been set between AED 1.42 and AED 1.53 per Share, implying a market capitalisation at time of listing of between c. AED 5.11 billion (c. US$ 1.39 billion) and c. AED 5.51 billion (c. US$ 1.50 billion).1

900,000,000 Shares each with a nominal value of AED 0.01 will be made available in the Offering, representing 25% of the Company’s total issued share capital.

All Shares to be offered are existing shares held by Al Seer Group LLC, the selling shareholder (the “Selling Shareholder”), who reserves the right to amend the size of the Offering at any time prior to the end of the subscription period at its sole discretion, subject to applicable laws and the approval of the Securities & Commodities Authority (the “SCA”).

(i) Emirates International Investment Company LLC (EIIC) and (ii) Templeton Asset Management and Franklin Templeton Investments, as investment managers on behalf of certain funds and accounts, will be cornerstone investors in the IPO with a total commitment of AED 275 million (US$ 75 million).

The IPO subscription period starts today and is expected to close on Monday 29 April 2024 for UAE Retail Investors and on Tuesday 30 April 2024 for Professional Investors.

The final offer price will be determined through a book building process and is expected to be announced on Wednesday 1 May 2024.

Admission of Shares to trading on DFM (“Admission”) is expected to take place on Thursday 9 May 2024.

Mr. Sunil Kumar, CEO of Spinneys, commented:
“We have seen very strong interest in our IPO since announcing our intention to float, and we are delighted to be opening subscriptions to investors in the UAE and international markets. We believe this is a truly unique offering, a rare private sector listing for the local market and an opportunity for investors to participate in the story of a much-loved household name that is committed to fresh products and high standards of customer service. Ours is a business that offers continued growth with a strong track record built on the expansion of our store network, increasing online penetration, our differentiated private label offering, and a vertically integrated supply chain - combining to deliver strong profitability. Our future growth is expected to be further supported by our planned entry into the highly attractive Saudi market, as well as the introduction of new formats and the expansion of our ecommerce business. We look forward to announcing the final offer price next week and, in due course, welcoming new shareholders to be a part of our growth story.”

1 The value of UAE dirhams have 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.

DETAILS OF THE OFFER PRICE RANGE
The price range for the Offering has been set between AED 1.42 and AED 1.53 per share. The total Offering size is therefore expected to be between AED 1,278 million (c.US$ 348 million) and AED 1,377 million (c.US$ 375 million), implying a market capitalisation at the time of listing of between c. AED 5.11 billion (c.US$ 1.39 billion) and c. AED 5.51 billion (c.US$ 1.50 billion). The final offer price is expected to be announced on Wednesday 1 May 2024.

A total of 900,000,000 Shares, each with a nominal value of AED 0.01 will be made available in the Offering, representing 25% of the Company’s total issued share capital. All Shares to be offered are existing shares held by the Selling Shareholder who reserves the right to amend the size of the Offering at any time prior to the end of the subscription period at its sole discretion, subject to applicable laws and the approval of the SCA.

CORNERSTONE INVESTORS
On 23 April 2024, the Company and the Selling Shareholder entered into cornerstone investor agreements with (i) Emirates International Investment Company LLC (EIIC) and (ii) Templeton Asset Management Ltd and Franklin Templeton Investments (ME) Ltd, as investment managers on behalf of certain funds and accounts, (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 275 million (US$ 75 million) with their Shares being subject to a 90-day lock-up arrangement, following listing.

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. EIIC is a patient, long-term investor that scouts for sustainable growth and value creation across its investment portfolio. EIIC has made long-term strategic investments in a number of regional and international companies, such as Abu Dhabi Islamic Bank, ADIB – Egypt, Q Holding and Abu Dhabi National Hotels, which owns some of the most reputable hotels in the UAE. EIIC is also an active investor in the regional and global capital markets, private equity and venture capital.

Templeton Asset Management Ltd and Franklin Templeton Investments (ME) Ltd, as investment managers on behalf of certain funds and accounts, are funds and asset managers that are wholly owned, indirect subsidiaries of Franklin Resources, Inc., a global investment organisation.

PRICE STABILISATION
In connection with the Offering, the Company and the Selling Shareholder have appointed a stabilisation manager who may, to the extent permitted by applicable law, regulation and rule, effect stabilisation transactions on 45,000,000 Shares (the “Stabilisation Shares”), with a view to supporting the market price of the Stabilisation Shares, at a higher level than that which might otherwise prevail in the open market. The Selling Shareholder reserves the right to increase the number of Stabilisation Shares, up to a maximum of 10% of the Sale Shares, at any time prior to the end of the subscription period at its sole discretion, subject to applicable laws.

SUBSCRIPTION PROCESS
As previously announced, the Offering is available to the following subscribers:

A public offering (the “UAE Retail Offering”) to UAE Retail Investors and other investors in the UAE (as defined in the UAE Prospectus and referred to as “First Tranche” subscribers) and;

An offering to Professional Investors and other investors in a number of countries, including in the UAE, outside the United States of America in reliance on Regulation S under the United States Securities Act of 1933 (as amended) and pursuant to the Exempt Offers (the “Qualified Investor Offering” and as referred to in the UAE Prospectus as “Second Tranche” subscribers).

The IPO subscription period starts today and runs until Monday 29 April 2024 for UAE Retail Investors and until Tuesday 30 April 2024 for Professional Investors.

Each subscriber in the First Tranche will be guaranteed a minimum allocation of up to 2,000 Shares, subject to the total number of shares allocated pursuant to the minimum guaranteed allocation in the First Tranche not exceeding the total number of shares available in the First Tranche, and could therefore be lower than 2,000 Shares.

The completion of the Offering and Admission is currently expected to take place on or around Wednesday 9 May 2024, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval of admission to listing and trading on DFM.

Pursuant to an underwriting agreement to be entered into between the Company, the Selling Shareholder, the Joint Global Coordinators and the Joint Bookrunners prior to the Listing (the “Underwriting Agreement”), the Shares held by the Selling Shareholder shall be subject to a lock-up period from the date of the Underwriting Agreement up to and including 180 calendar days from Listing (the “Lock-up Period”), subject to certain permitted transfers as set out in the Prospectus. The Company shall also be subject to the Lock-up Period as set out in the International Offering Memorandum.

The details of the Offering are included in an 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 with respect to the Qualified Investor Offering. The UAE Prospectus and the Public Announcement were published on Tuesday 16 April 2024, and the International Offering Memorandum was published on 23 April 2024. The UAE Prospectus and the International Offering Memorandum are also available at https://ipo.spinneys.com. There is also a dedicated IPO call centre number: 800 ENBD IPO (3623 476).

Rothschild & Co Middle East Limited has been appointed as Independent Financial Adviser. Emirates NBD Capital PSC has been appointed as Listing Adviser. Emirates NBD Capital PSC, Merrill Lynch International (BofA Securities) and HSBC Bank Middle East Limited have been appointed as Joint Global Coordinators and Joint Bookrunners. EFG Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC) has been appointed as a Joint Bookrunner. Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Al Maryah Community Bank, Commercial Bank of Dubai, First Abu Dhabi Bank and Wio Bank have also been appointed as Receiving Banks.

Neither HSBC Bank Middle East Limited nor any of its respective affiliates is responsible for participating in marketing or managing any aspect of the UAE Retail Offering to natural persons.