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Bawan Company Prospectus.Pdf

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Bawan Company Prospectus.Pdf A Saudi joint stock company PROSPECTUS BAWAN COMPANY Oer Period 24/01/1435H A Saudi joint stock company in accordance with Ministerial Resolution Number (corresponding to 27/11/2013G) 420/Q dated 24/12/1432H (corresponding to 20/11/2011HG) with commercial registration number 1010033032 dated 09/10/1400H to 30/01/1435H (corresponding to 20/08/1980G) (corresponding to 03/12/2013G) Oer Period: 24/01/1435H (corresponding to 27/11/2013G) to 30/01/1435H (corresponding to 03/12/2013G) Sale of 15,000,000 ordinary Shares representing 30% of the capital of Bawan Company through an Initial Public Oering at an Oer Price of SAR 36 per Share (with a fully paid nominal value of SAR 10 each) Bawan Company (hereinafter referred to as “Bawan” or “Company”) was established as a limited liability company in Riyadh in accordance with commercial registration number 1010033032 dated 09/10/1400H (corresponding to 20/08/1980G) and under the name of Al-Muhaidib and Niedermeier & Weibel Company Ltd. On 22/04/1429H (corresponding to 28/04/2008G) the name was changed to Bawan and the Company was converted into a Saudi joint-stock company in accordance with Ministerial Resolution Number 420/Q dated 24/12/1432H (corresponding to 20/11/2011G). The current share capital of the Company is SAR 500,000,000 ("Share Capital") consisting of 50,000,000 ordinary shares, with a fully paid nominal value of SAR 10 each (the “Share”). The Initial Public Offering (the "Offer") of 15,000,000 ordinary shares (the “Offer Shares”, each an “Offer Share”) with a fully paid nominal value of SAR 10 and at a price of SAR 36 per share and representing 30% of the Share Capital of Bawan, is restricted to the two following groups of investors: - Tranche (A): Institutional investors, comprising a number of institutions, including mutual funds (referred to collectively as “Institutional Investors”) (Please see the Section "Definitions and Abbreviations"). The number of Offer Shares allocated to Institutional Investors is 15,000,000 Offer Shares representing 100% of the Offer. In the event that the www.bawan.com.sa Individual Investors (who are defined under “Tranche (B)” below) subscribe to the Offer Shares, the Lead Manager may exercise its right to reduce the number of shares allocated to Institutional Investors to 7,500,000 Offer Shares representing 50% of the Offer, subject to the Capital Market Authority (CMA)’s approval. 70% of the Offer Shares in the institutional tranche will be allocated to mutual funds, such percentage is subject to amendment in the event that the other institutions excluding mutual funds do not fully subscribe to the remaining percentage (30%), or in the event that the mutual funds do not fully subscribe to the percentage allocated to them (70%). - Tranche (B): Individual investors, comprising individuals having the Saudi Arabian nationality, including a Saudi female divorcee or widow from a marriage to a non-Saudi who can subscribe for her own benefit, 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 (referred to collectively as “Individual Investors”, and together with Institutional Investors, the “Applicants”). Subscription of 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 the concerned applicant. The maximum number of Offer Shares allocated to Individual Investors is 7,500,000 Offer Shares representing 50% of the Offer. In the event that the Individual Investors do not subscribe to full amount of Offer Shares allocated to them, the Lead Manager may, subject to CMA's approval, exercise it's right to reduce the number of shares allocated to Individual Investors to match the number of shares that they had subscribed for. The Offer Shares are being sold by the shareholders whose names appear on page K (referred to collectively hereinafter as the “Selling Shareholders”), who owned together 100% of the Shares of the Company prior to the subscription. Upon completion of the Offer, the Selling Shareholders will collectively own 70% of the Share Capital and will consequently retain a controlling interest in the Company. The proceeds from the subscription, after deducting the Offer expenses (the "Net Proceeds") will be distributed to the Selling Shareholders pro rata to the number of subscription shares owned by them, and the Company will not receive any part of the proceeds from the Offer, as described in Section 8 (“Use of Proceeds”). The Offer is fully underwritten (see Section 12 (“Underwriting”)). The Shareholders are subject to a restriction period during which they will be prohibited from selling their Shares for a period of six months as of the date trading starts on the Exchange as indicated in page N. After the lock-in period has elapsed, the Shareholders may only dispose of their Shares after obtaining CMA approval. The Offer will commence on 24/01/1435H (corresponding to 27/11/2013G) and will remain open for a period of 7 days up to and including 30/01/1435H (corresponding to 03/12/2013G) (the “Offer Period”). Subscription for Offer Shares can be made through branches of each of the Selling Agents (the “Selling Agents”) specified on page H (see Section 14 (“Subscription Terms and Conditions”) during the Subscription period. Institutional Investors may subscribe in the Offer Shares through the institutional book runner during the Book Running Process which will take place prior to offering of the Shares to Individual Investors. Each Individual Investor must apply for a minimum of 10 Offer Shares. Each Individual Investor will be allocated a minimum of 10 Offer Shares and a maximum of 250,000 Offer Shares, with any remaining Offer Shares, if any, being allocated on a pro-rata basis to the number of Offer Shares applied for by that investor. The Company does not guarantee the minimum allocation of 250,000 Offer Shares in the event that the number of Individual Investors exceeds 750,000, in which case the Offer Shares will be allocated equally between all Individual Investors. In the event that the number of Individual Investors exceeds 750,000, the Offer Shares shall be allocated as per the CMA's instructions. Excess subscription monies, if any, will be refunded to Applicants without any charge or withholding by the relevant Selling Agent. Notification of the final allotment and refund of subscription monies, if any, will be made no later than 07/02/1435H (corresponding to 10/12/2013G) (see Section 14 (Subscription Terms and Conditions)). The Company has one class of Shares. Each Share entitles its holder to one vote and each shareholder (the “Shareholder”) holding at least 20 shares has the right to attend and vote at the general assembly meeting of the Company (the “General Assembly Meeting”). The Offer Shares will entitle holders to receive any dividends declared by the Company from the date of commencement of the Offer Period and subsequent fiscal years. (For further information, please see Section 7 (Dividend Distribution Policy)). Prior to the Offer, there has been no public market for the Shares in Saudi Arabia or elsewhere. An application has been made to the CMA for the admission of the Shares to the Official List ("Admission"), and all other supporting documents requested by the CMA have been submitted. All relevant approvals relating to the Offer have been granted. Trading in the Offer Shares is expected to commence on the Saudi Stock Exchange (“Exchange”) soon after the final allocation of the Offer Shares (see the “Key Dates for Investors” Section). Following Admission, Saudi nationals, non-Saudi nationals holding valid residency permits in Saudi Arabia, Saudi and GCC companies, banks, and mutual funds as well as GCC nationals will be permitted to trade in the Offer Shares once they are traded on the Exchange. Non-Saudi individuals living outside KSA and institutions registered outside KSA (hereinafter referred to as "Foreign Investors") will also have the right to acquire economic benefits in the shares by entering into swap agreements with persons authorized by the CMA (hereinafter referred to as "Authorized Persons") to purchase shares listed in the financial market and to trade these shares in favor of foreign investors. It should be noted that Authorized Persons remain the legal owners of the shares under the swap agreements. The “Important Notice” on page B and “Risk Factors” in Section 2 of this Prospectus should be considered carefully prior to making an investment decision in the Offer Shares hereby. An application for admission and listing has been submitted to the CMA in the Kingdom of Saudi Arabia, and all requirements have been met. Financial Advisor and Lead Manager and Underwriter Selling Agents This Prospectus includes details given in compliance with the Listing Rules of the CMA. The Directors, whose names appear on page D collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading. The CMA and the Exchange do not take any responsibility for the contents of this Prospectus, do not make any representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. This Prospectus is dated 18/01/1435H (corresponding to 21/11/2013G) This Prospectus is an English translation of the official Arabic Prospectus.
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