This prospectus relates to the sale of 16,500,000 Ordinary Shares representing 30% of the Share Capital of prospectus Abdulmohsen Al Hokair Group for Tourism and Development Company through an Initial Public Offering at an Offer Price of SAR (50) per Share Offer Period: 7 days starting Abdulmohsen Al-Hokair Group for Tourism and Development Company From 29/07/1435H (corresponding to 28/05/2014G) A Saudi Joint Stock Company with Commercial Registration No.1010014211, dated 16/08/1398H To 05/08/1435H (corresponding to 03/06/2014G) (corresponding to 22/07/1978G) pursuant to Ministerial Decision No. 2161, dated 11/08/1427H (corresponding to 03/09/2006G). Abdulmohsen Al-Hokair Group for Tourism and Develop- (B) below) and subject to the CMA’s consent. 80% of the Shares through the Institutional Investors Register Man- ment Company (“Al-Hokair Group”, the “Company” or Offer Shares allocated to this tranche will be reserved ager who establishes an Order Record prior the Offering “Issuer”) was founded as a sole proprietorship in KSA for investment funds, with this percentage adjustable being made available to Individual Subscribers. operating under the name of Abdulmohsen Al Hokair depending on insuffi cient demand by other Institutional Each Individual Subscriber who subscribes to the Offer Group for Trading and Industry with commercial registra- Investors for the remaining (20%) or if investment funds Shares must apply for a minimum of 10 Shares. The tion number 1010014211 on 16/8/1398H (corresponding do not subscribe to the full 80% allocated to them; and maximum number of Offer Shares that can be subscribed to 22/7/1978G) with a share capital of SAR 274,000. In - Tranche (B) Individual Subscribers: Investors, com- to is 250,000. The balance of the Offer Shares, if any, will 1991 the Company’s share capital was increased from prising individuals holding the Saudi Arabian nationali- be allocated on a pro-rata basis based on the percent- SAR 274,000 to SAR 71,674,000 by capitalizing the ty, including a Saudi female divorcee or widow from a age subscribed to by each Subscriber to the total num- retained earnings. The Company was renamed Abdul- marriage to a non-Saudi who can subscribe for her own ber of subscribed shares. In the event that the number mohsen Al Hokair Group for Operations and Maintenance benefi t, in the names of her minor children, on the condi- of Subscribers exceeds 825,000, the Company will not on 8/4/1424H (corresponding to 9/6/2003G). In 2005 the tion that she proves that she is a divorcee or widow and guarantee the minimum allocation of 10 Offer Shares per share capital was increased from SAR 71,674,000 to the mother of her minor children. (collectively “Individual Subscriber, and the Offer Shares will be allocated equal- SAR 249,000,000 by capitalizing the retained earnings. Subscribers” and individually “Individual Subscriber”). ly between all Subscribers. If the number of Subscribers On 21/03/1427H (corresponding to 19/06/2006G) the Subscription of a person in the name of his divorcee shall exceeds 8,250,000, the allocation will be determined at Company changed its name to became “Abdulmohsen be deemed invalid, and if a transaction of this nature has the discretion of the Issuer and Financial Advisor after Al Hokair Group for Tourism and Development Estab- been proved to have occurred, then the regulations shall consulting with the CMA. Excess subscription monies, lishment”.The Company’s headquarters are in Al-Dirah be enforced against the concerned applicant. A maxi- if any, will be refunded to the Subscribers without any (Taameer Trade Centre, 2nd fl oor). The Company was mum of 8,250,000 Shares representing 50% of the Offer charge or withholding by the Lead Manager or the Re- converted from a sole proprietorship into a closed joint Shares shall be allocated to Individual Subscribers. In ceiving Agents. Notifi cation of the fi nal allotment and re- stock company pursuant to Minister of Commerce and the event of insuffi cient take up by Individual Subscrib- fund of subscription monies, if any, will be made at the Industry decision Number 2161 dated 11/08/1427H (cor- ers, the Lead Manager may reduce the number of shares latest by 12/08/1435H (corresponding to 10/06/2014G) responding to 3/9/2006G) and in the same year its share allocated to Individual Subscribers in proportion to the (see section 15 “Subscription Terms and Conditions”). capital was increased from SAR 249,000,000 to SAR number of shares subscribed by them, subject to the ap- The Company has one class of ordinary shares. 271,674,000 (divided into 27,167,400 ordinary shares proval of the Captial Market Authority (“CMA”). with a nominal value of SAR 10) each by capitalising Each Share entitles its holder to one vote, and each SAR 271,400,000 from retained earnings. In 2009, the The Offer Shares are being sold by the shareholders shareholder (a “Shareholder”) with at least 20 Shares Company increased its share capital to SAR 407,511,000 whose names appear on pages XX and XXI (collectively, has the right to attend and vote at a General Assembly. (divided into 40,751,100 ordinary shares with a nominal the “Selling Shareholders”), who collectively own 100% No Shareholder benefi ts from any preferential voting value of SAR 10 each) by capitalising SAR 135,837,000 of the Company Shares. Upon completion of the Sub- rights. The Offer Shares will entitle holders to receive from retained earnings. In 2013 the Company’s share scription, the Selling Shareholders will collectively own dividends declared by the Company from the date of this capital was increased once again to SAR 550,000,000 70% of the Shares and will consequently retain a con- Prospectus and subsequent fi scal years (see section 7 (divided into 55,000,000 ordinary shares with a nominal trolling interest in the Company. The major Shareholders “Dividend Distribution Policy”). value of SAR 10 each) by capitalising SAR 83,950,175 of the Company are Abdulmohsen Al Hokair and Sons Prior to the Offering, the Company Shares have never from the statutory reserve and SAR 58,538,825 from re- Holding Company (the “Holding Company”), Tourism been listed either in KSA or elsewhere. An application tained earnings (the “Shares”). Opportunities Commercial Company, and Abdulmohsen has been made to the CMA for the admission of the Bin Abdulaziz Al-Hokair. After deducting the Offering ex- Shares at the CMA: all supporting documents required The Initial Public Offering of the Company’s shares (the penses, the proceeds from the Offering (the “Net Pro- “Offering” or “Subscription”) will be for 16,500,000 by the CMA have been supplied, all relevant require- ceeds”) will be distributed to the Selling Shareholders ments have been met in full, and the approvals pertain- Shares (the “Offer Shares” or Subscription Shares”) pro-rated to the percentage owned by each Shareholder with a fully paid nominal value of SAR 10 each. The ing to this prospectus (the “Prospectus”) and the Offer- in the Subscription Shares. The Company will not re- ing have been granted. Trading in the Offer Shares is Subscription price is set at of SAR (50) per Share. The ceive any part of the Net Proceeds (see section 8 “Use Subscription Shares represent 30% of the issued share expected to commence on the Saudi Stock Exchange of Proceeds”).The Underwriters will commit to fully un- (the “Exchange”) shortly after the fi nal allocation of the capital of the Company and shall be limited to two seg- derwrite the Offering (see section 12 “Underwriting Com- ments of investors; namely: Offer Shares and the fulfi lment of all relevant legal re- mitment”). quirements (see the “Key Dates and Subscription Proce- - Tranche (A) Institutional Investors: comprising a The Offering will commence on 29/07/1435H (corre- dures” section on page XV). Upon listing of the Shares, number of institutions, including mutual funds (the “Insti- sponding to 28/05/2014G) and will remain open for a Saudi nationals, residents of KSA, and nationals of other tutional Investors”) (please see Section 1 “Terms and period of 7 days up to and including the closing day on GCC countries as well as companies, banks, Saudi and Defi nitions”). The number of Offer Shares to be allocated 05/08/1435H (corresponding to 03/06/2014G) (the “Of- GCC investment funds and foreigners will be permitted to to Institutional Investors is 16,500,000 Offer Shares, rep- fering Period”). Subscription to the Offer Shares can be trade in the Shares through Swap Agreements. resenting 100% of the Offer. However, the Lead Manager made through any of the branches of Receiving Agents Sections titled “Important Notice” and “Risk Factors” of has the right to reduce the number of Shares allocated to (the “Receiving Agents”) listed on pages IX and X (see Institutional Investors to 8,250,000 Shares, representing this Prospectus should be considered carefully prior to the “How to Apply” section on page XV) during the Offer making a decision to invest in the Offer 50% of the Offer Shares, in the event there is suffi cient Period. Institutional Investors can subscribe to the Offer demand by Individual Subscribers (as defi ned in Segment Financial Advisor, Lead Manager, Receiving Agents Bookrunner and Underwriter This Prospectus includes information given in compliance with the Listing Rules of the CMA. The Directors, whose names appear on page IV, collectively and individually accept full responsibility for the accuracy of the information contained in this Prospectus and confi rm, 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.