LEEJAM SPORTS COMPANY PROSPECTUS a Joint Stock Company Established in Accordance with the Ministerial Resolution No
Total Page:16
File Type:pdf, Size:1020Kb
LEEJAM SPORTS COMPANY PROSPECTUS A Joint Stock Company established in accordance with the Ministerial Resolution No. 146/S, dated 29/4/1429H (corresponding to 6/5/2008G), and with commercial registration No. 1010337986, dated 14/6/1433H (corresponding to 6/5/2012G). Oering of 15,715,009 Shares representing 30% of the share capital of Leejam Sports Company through an initial public oering at an oer price of SAR [•] per Share. Oering Period: seven days starting from 19/11/1439H (corresponding to 1/8/2018G) to 25/11/1439H (corresponding to 7/8/2018G) Leejam Sports Company (hereinafter referred to as the “Company”) is a Saudi joint stock company established in that the Individual Investors do not subscribe in full to the Oer Shares allocated to them, the Lead Manager may reduce the Kingdom of Saudi Arabia (the “Kingdom”) by virtue of the Ministerial Resolution No. 146/S, dated 29/4/1429H the number of Oer Shares allocated to Individual Investors in proportion to the number of Oer Shares subscribed by them. (corresponding to 6/5/2008G), and registered in the city of Riyadh under Commercial Registration No. 1010337986, The Company’s current shareholders (collectively, “Current Shareholders”) hold all of the Company’s shares prior to the dated 14/6/1433H (corresponding to 6/5/2012G). The current share capital of the Company is ve hundred twenty-three Oering. The Oer Shares are being sold by some of the current shareholders (collectively, the “Selling Shareholders”) million eight hundred thirty-three thousand and six hundred and ten Saudi Riyals (SAR 523,833,610) consisting of fty- in accordance with Table 5 (Direct Ownership Structure of the Company Pre- and Post-Oering). Upon completion of the two million three hundred eighty-three thousand and three hundred and sixty-one (52,383,361) ordinary shares, with a Oering, the Current Shareholders will collectively own seventy per cent (70%) of the Shares and will consequently retain fully paid nominal value of ten Saudi Riyals (SAR 10) per share (the “Shares”). The Company was originally established a controlling interest in the Company. The proceeds from the Oering, after deduction of the Oering expenses (the “Net on 29/4/1429H (corresponding to 6/5/2008G) as a closed joint stock company registered in the city of Jeddah under Oering Proceeds”), will be distributed to the Selling Shareholders prorated to the number of the Oer Shares sold in the Commercial Registration No. 4030180323, dated 19/6/1429H (corresponding to 24/6/2008G), with a capital of ten million Oering by each one of them. The Company will not receive any part of the Net Oering Proceeds (for further details, please Saudi Riyals (SAR 10,000,000) consisting of one million (1,000,000) ordinary shares with a nominal value of ten Saudi see Section 8 (Use of Proceeds)). The Oering is fully underwritten by the Underwriter (for further details, please see Section Riyals (SAR 10) per share. On 25/12/1429H (corresponding to 24/12/2008G), the Company acquired the trademark “Fitness 13 (Underwriting)). The Substantial Shareholders will be subject to a restriction period during which they will be prohibited Time”, which was owned by Fitness Time Establishment for Trading; and on 15/1/1431H (corresponding to 1/1/2010G), from selling their Shares for a period of six (6) months as of the date trading starts on the Saudi Stock Exchange(“Tadawul” or the Company subsequently purchased property and equipment from Fitness Time Establishment for Trading (currently the “Exchange”) (the “Lock-up Period”) as indicated on page (x). Substantial Shareholders at the Company who own 5% or Fitness Time Company for Trading), under which the ownership of all tness centres owned by Fitness Time Establishment more of its shares are Hamad Ali Al-Sagri and Target Opportunities Company for Trading. Their Capital ownership percentages for Trading (comprising seven tness centres) were transferred to the Company. Pursuant to the Extraordinary General are listed in Table 23 (Details of Shareholders Directly Holding 5% or More Shares in the Company as of the Date of this Prospectus) Assembly Resolution dated 17/1/1431H (corresponding to 3/1/2010G), the capital of the Company was increased to of Section 4.4.1 (Overview) of this Prospectus. one hundred ninety-ve million Saudi Riyals (SAR 195,000,000) consisting of nineteen million five hundred thousand (19,500,000) ordinary shares with a nominal value of ten Riyals (SAR 10) per share, through in-kind contributions (in The Oering will commence on Wednesday, 19/11/1439H (corresponding to 1/8/2018G) and will remain open for a period consideration of eighteen million one hundred thirty-seven thousand three hundred fty-one (18,137,351) in-kind of seven days up to and including the closing day on Tuesday, 25/11/1439H (corresponding to 7/8/2018G) (the “Oering shares, including SAR 50,587,387 comprising the assets acquired from Fitness Time Establishment for Trading (currently Period”). Subscription to the Oer Shares by the Individual Investors can be made through any of the branches of the selling Fitness Time Company for Trading), and SAR 130,786,123 comprising the in-kind contributions of real estate and movable agents (the “Selling Agents”) listed on page (vii) during the Oering Period (for further details, please see Section 17 properties by all shareholders of the Company at the time) and cash contributions (in consideration of three hundred and (Subscription Terms and Conditions). Participating Entities can bid for the Oer Shares through the Lead Manager during the sixty two thousand six hundred forty-nine (362,649) in-cash shares), through the admission of the new shareholders, of book building process taking place prior to the Oering to Individual Investors and subscribe to the Oer Shares during the one hundred eighty one million three hundred seventy-three thousand ve hundred ten Saudi Riyals (SAR 181,373,510) Oering to Individual Investors. and three million six hundred twenty-six thousand four hundred ninety Saudi Riyals (SAR 3,626,490), respectively. On Each Individual Investor who subscribes to the Oer Shares must apply for a minimum of ten (10) Oer Shares. The maximum 14/6/1433H (corresponding to 6/5/2012G), the Company’s head oce was transferred from Jeddah to Riyadh (for further number of Oer Shares that can be subscribed to is two hundred fty thousand (250,000) Shares. The minimum number details regarding the history of the Company, please see Section 4.2 (Corporate History and Evolution of Capital)). On of allocated Shares will be ten (10) Oer Shares per Individual Investor, and the balance of the Oer Shares, if any, will be 28/7/1438H (corresponding to 25/4/2017G), the Company’s capital was further increased to SAR 523,833,610 consisting of allocated on a pro rata basis based on the number of Oer Shares applied for by each Individual Investor. In the event that the 52,383,361 ordinary shares with a nominal value of SAR 10 per share, through capitalizing an amount of two hundred and number of Individual Investors exceeds One hundred fty seven thousand one hundred fty (157,150) Individual Investors, sixty-four million, three hundred and thirty-ve thousand, eight hundred and eighty-six Saudi Riyals (SAR 264,335,886) the Company will not guarantee the minimum allocation of Oer Shares per Individual Investor, and the allocation will be and an amount of sixty-four million, four hundred and ninety-seven thousand, and seven hundred and twenty-four determined at the discretion of the Company and Financial Advisor. Excess subscription monies, if any, will be refunded to the Saudi riyals (SAR64,497,724) from the Company’s retained earnings and statutory reserve respectively as of 2/4/1438H Individual Investors without any charge or withholding by the relevant Selling Agent. Notification of the final allotment and (corresponding to 31/12/2016G). refund of subscription monies, if any, will be made at the latest by 3/12/1439H (corresponding to 14/8/2018G) (for further The initial public oering of the Company’s shares (the “Oering“) will be for fteen million seven hundred and fteen details, please see “Key Dates and Subscription Procedures” on page (xiii) and Section 17 (Subscription Terms and Conditions)). thousand and nine (15,715,009) ordinary shares (collectively, the “Oer Shares” and each an “Oer Share”). The Oering The Company has one class of ordinary Shares. Each Share entitles its holder to one vote, and each shareholder (a price will be [•] Saudi Riyals (SAR [•]) per Oer Share (the “Oer Price”), with each Oer Share carrying a fully paid “Shareholder”) has the right to attend and vote at general assembly meetings of the Company (the “General Assembly”). nominal value of ten Saudi Riyals (SAR 10). The Oer Shares represent thirty per cent (30%) of the issued share capital of No Shareholder benefits from any preferential voting rights. The Oer Shares will entitle holders to receive dividends declared the Company. The Oering shall be restricted to the following two groups of investors: by the Company as at the date of this prospectus (this “Prospectus”) and for subsequent fiscal years (for more information, Tranche (A): participating parties comprising of the parties entitled to participate in the book building process as specied please see Section 6 (Management’s Discussion and Analysis of Financial Position and Results of Operations) and Section 7 under the CMA Instructions on Book Building and Allocation of Shares in Initial Public Oerings (the “Book-Building (Dividend Distribution Policy)). Instructions”) (collectively referred to as the “Participating Parties” and each a “Participating Party”) (for further Prior to the Oering, there has been no public market for the Shares in the Kingdom or elsewhere.