Jamjoom Pharmaceuticals Factory Company Announces Intention to Float on the Saudi Exchange’s Main Market

Jamjoom Pharmaceuticals Factory Company Announces Intention to Float on the Saudi Exchange’s Main Market

JEDDAH – 04 May 2023 – 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 Africa (“MEA”) region, today announces its intention to proceed with an initial public offering (“IPO” or the “Offering”) and the listing of its ordinary shares (“Shares”) on the Main Market of the Saudi Exchange.

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, 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, which will begin on 15^th May 2023G until 22^nd May 2023G.

Offering overview

and listing formalities with the CMA and the Saudi Exchange.

The Offer Shares will be offered for subscription to individual and institutional investors, including institutional investors outside the United States in “offshore transactions” in accordance with Regulation S under the US Securities Act of 1933, as amended (the “Securities Act”).

The number of Offer Shares to be initially allocated to Participating Parties is 21,000,000 Offer Shares representing 100% of the total Offer Shares. In the event that there is sufficient demand by Individual Investors, the number of shares initially allocated to Participating Parties will be reduced to 18,900,000 shares, representing 90% of the total Offer Shares.

The final Offer Price will be determined at the end of the book-building process.

Company overview

Jamjoom Pharma is a Saudi joint-stock company that established operations in 2000G to provide high-quality pharmaceutical products for consumers. The Company’s main business activities comprise the development, manufacturing and marketing of a wide range of high-quality branded generic pharmaceutical products.
Headquartered in Jeddah, Saudi Arabia, the Company markets its products in 36^{^[1]} countries across the Middle East, Africa and the Commonwealth of Independent States and carries out its most significant operations and sales in Saudi Arabia, the United Arab Emirates, Egypt, Iraq, other GCC countries and North Africa.
The Company’s primary operating production facility is a 46,500 m² state-of-the-art manufacturing plant in Jeddah with a production capacity of 113 million units per annum.
It operates a modern manufacturing facility in Jeddah, Saudi Arabia and is in the process of constructing an additional facility in Cairo, Egypt (expected to open during the second half of 2023G) and a sterile facility in Jeddah (expected to open during the second half of 2023G).
The Company has a large R&D team of over 90 scientists and PhD graduates, providing it with a unique pool of pharmaceutical talent in the region.
It was successful in launching 17 new products in 2021G, and has 72 new products in the pipeline, 64% of which have either been submitted for approval to the Saudi Food and Drug Authority (SFDA) or are close to submission.
It has also successfully grown its market share to number one and number two in Saudi Arabia’s ophthalmology and dermatology segments respectively^{^[2]} on the back of its policy to produce high quality and differentiated branded generic pharmaceutical and consumer health products to address gaps identified in the market.
The Company held the position of fourth largest provider of products (by value) in the gastrointestinal market in Saudi Arabia for the period between January 2022G and May 2022G, and expects to continue capitalizing on this momentum through the ongoing success of popular products, such as Dompy and Zoron.
It also offers a well-established range of general medicine (including. Pain & Inflammation) products through 15 trusted brands.

Jamjoom Pharma in numbers

^[3] in the year ended 31 December 2022G, a 66% conversion from EBITDA and YoY growth of 89%.
The Company’s products are sold in 36 countries across the MEA region^[4].
A 46,500 m² state-of-the-art manufacturing plant in Jeddah with a production capacity of 113 million units per annum.

Company strategic direction

As part of its robust five-year strategy, the Company aims to reinforce its position as a leading organization in the MEA region by delivering significant growth, expanding into key markets and strengthening its local presence by 2026G.
It has a tailored strategy to accelerate and prioritize growth in targeted key markets, which have been identified as having the highest potential opportunity to expand its revenue base.
Jamjoom Pharma plans to invest in multiple opportunities for portfolio expansion via R&D in both existing and new therapeutic areas. It will contribute to achieve national and regional self-sufficiency through optimizing new product launches and venturing into new therapeutic areas. Optimization of new product launches will be achieved through reducing the time-to-market through efficient R&D, governance and decision making.
It will continue to grow its presence in the Saudi public tender market, capitalizing on tender system reform and government support for championing high quality providers of essential products from within the Kingdom via two national-led strategies, Vision 2030 and the National Transformation Program (NTP).
The Company will build on this success and utilize its position as a leading KSA pharmaceutical manufacturer to become a key strategic supplier to the Kingdom’s public healthcare system through reducing the cost of manufacturing and procurement.
It also plans to continue to build on introducing operational efficiencies in manufacturing to drive cost reduction, minimization of waste, implementation of efficient inventory management solutions, registration of alternate suppliers and improvement in local content scores.

Mahmoud Yousuf Salah Jamjoom, Chairman of Jamjoom Pharma, commented: “Over two decades, it all started with a dream of bringing global best practices to the local pharmaceutical manufacturing industry. Today, we continue to realize that vision, and have achieved the necessary building blocks to become a key player in certain specialties within the sector. Listing on the Saudi Exchange marks a steppingstone in establishing Jamjoom Pharma as a leader in the regional pharmaceutical industry.”

Tarek Hosni, CEO of Jamjoom Pharma, said: “The listing on the Saudi Exchange marks another important milestone in Jamjoom Pharma’s development journey. We are well positioned to realize our ambition of becoming a leading pharmaceutical manufacturing organization while providing customers with affordable, high-quality healthcare solutions across the Middle East and Africa region while continuing to aspire to extend our services to a broader international customer base. We remain dedicated to maximizing value creation for our stakeholders by exploring new avenues to channel evolution and to sustainable growth.”

KEY INVESTMENT HIGHLIGHTS

A leading MEA branded generics player operating in a large and growing addressable market, protected by significant barriers to entry

As of 2021G, Jamjoom Pharma is the second largest generics manufacturer in the Kingdom due to its deep understanding of the demand dynamics of the MEA market, which has been amassed from its longstanding experience and presence in these markets.
The Company has been the second most prescribed pharmaceutical manufacturer in Saudi Arabia for the last three years (2019G – H1 2022G).
It owns a broad portfolio of high quality and differentiated branded generic pharmaceutical and consumer health products in each therapeutic area.
Its position in the Kingdom’s generics market gives it an advantage over international competitors as the KSA government continues to actively promote and support local production of critical healthcare products, in line with the Vision 2030 objectives.
Jamjoom Pharma’s salesforce capabilities are built on advanced and high-quality training and education programs to ensure they become experts in their field.

Proven R&D track-record with outstanding product development and substantial white space opportunities to tap into new therapeutic areas

Jamjoom Pharma has a proven track-record of bringing high quality and differentiated products to its markets which has helped to drive absolute and market share growth.
It has a large R&D team of over 90 scientists and PhD graduates, providing it with a unique pool of pharmaceutical talent in the region and has a successful track record of successfully bringing products to market in all the regions it operates in.
It has received over 400 product approvals between 2019G and 2022G, and its approved products have a bioequivalence success rate of 94%.
Jamjoom Pharma was successful in launching 17 new products in 2021G and has 72 new products in the pipeline, 64% of which have either been submitted for approval to the SFDA or are close to submission. The new products are a material factor in the growth of the Company’s business as they have contributed to 4%, 8% and 18% of the Company’s total revenues in KSA in the financial years 2019G, 2020G and 2021G, respectively.
A diversified portfolio offering with proven leading positions in key categories, benefitting from high brand awareness and sold through a targeted commercial footprint

It has successfully grown its market share to number one and number two in the KSA ophthalmology and dermatology segments respectively due to its policy of seeking to produce high quality products to address gaps identified in the market.
It held the position of fourth largest provider (by value) of gastrointestinal products in KSA for the period between January 2022G and May 2022G, and expects to continue capitalizing on this momentum through the ongoing success of popular products, such as Dompy and Zoron.
It intends to continue to strengthen its position in the KSA ophthalmology market following the launch of a dedicated ophthalmology sterile manufacturing plant in Jeddah in H2 2023G.
The Company plans to build on its success in the KSA dermatology market with a highly effective skin disease portfolio of 14 brands that account for 19% of total revenue, as of 31 December 2021G.
It offers a well-established range of general medicine (including Pain & Inflammation) products through 15 trusted brands and plans to accelerate its growth in this segment through continued expansion of the product range in the coming years.
It holds the third ranking in the consumer health segment in KSA[5] producing an assortment of relevant products including Omega-3, vitamins, minerals, and herbal supplements under 31 brands.
State of the art manufacturing and highly efficient operations

The Company operates a modern manufacturing facility in Jeddah, KSA and is in the process of constructing an additional facility in Cairo, Egypt (expected to be opened during the second half of 2023G) and a sterile facility in Jeddah (expected to be opened during the second half of 2023G).
Its main facility in Egypt is intended to become the hub for production and distribution of its entire product range across the African markets. Located in Egypt and becoming a local producer allows the Company to benefit from regulatory incentives offered by the Egyptian government for local producers.
The facilities being built are fully fitted out with world-class machinery and equipment and when operational will give the Company a total combined production capacity of 190 million units per annum, accommodating the significant increase in volumes expected over the coming years, including expansion of the product range across all therapeutic areas and new entry into additional therapeutic areas.
The Company is able to operate its current facilities to manufacture 100% of its products whilst incurring only modest maintenance capital expenditures amounting to 1.8% of revenue (as of 31 December 2021G) contributing to its strong free cash flow generation.
Its ISO-certified facilities operate in accordance with international best practices, as evidenced by its track-record of zero manufacturing interruptions since inception and ongoing compliance with industry regulations.
An attractive financial profile with robust and sustainable growth prospects

Jamjoom Pharma has held a strong top-line performance over the years mainly driven by organic growth, portfolio expansion and expanding its geographic footprint in the long term.
The Company has achieved a robust EBITDA margin profile, having ranged between 29-34% across the historical period of 2020G and 2021G.
Revenues have demonstrated high resilience throughout the Covid-19 period as they remained stable despite unprecedented local and global disruption.
It also boasts industry-leading margins, and its operational excellence provides it with important commercial and strategic advantages when seeking new market opportunities.
The Company has consistently delivered strong free cash flow throughout its history, which has become a key strength in the marketplace.
It has also pursued a highly disciplined capital policy and developed over time without resorting to substantial debt financing.

The management team carries substantial experience from leading global pharmaceutical manufacturing companies

The Company’s leadership team adopts a hands-on approach where its reach extends throughout the whole organization as it guides and supports the firm’s overall evolution across every function.
The team possesses a wealth of knowledge and expertise in the local and international pharmaceutical sector.
Resources were strategically deployed in key markets, resulting in a redirected focus on enhancing the quality of production and distribution processes, while expanding its market share in core markets for continued growth and success.

TRANSACTION TIMELINE

Price range announcement and institutional book building starts: Monday 25/10/1444H (corresponding to 15/05/2023G)
Institutional book building ends: Monday 02/11/1444H (corresponding to 22/05/2023G)
Retail subscription starts: Tuesday 10/11/1444H (corresponding to 30/05/2023G)
Retail subscription ends: Thursday 12/11/1444H (corresponding to 01/06/2023G)
Final allocation of the offer shares: Wednesday 18/11/1444H (corresponding to 07/06/2023G)
Refund of excess subscription amounts: Sunday 22/11/1444H (corresponding to 11/06/2023G)

BACKGROUND TO THE OFFERING

With respect to the Offering, the Company appointed J.P. Morgan Saudi Arabia Company and Saudi Fransi Capital to act as Financial Advisors (collectively the “Joint Financial Advisors”). 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. In addition, the Company has appointed Saudi Fransi Capital as Lead Manager (the “Lead Manager”) in relation 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.
- 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 effectively allocated to Participating Parties is twenty-one million (21,000,000) shares representing 100% of the total Offer Shares.
- 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.

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. 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. 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.

-ENDS-

Contact details

Company	Email	Role
Jamjoom Pharma	ir@jamjoompharma.com	Issuer
J.P. Morgan Saudi Arabia Company	JP_IPO@jpmorgan.com	Financial Advisor, Bookrunner and Underwriter
Saudi Fransi Capital	Jamjoom.IPO@Fransicapital.com.sa	Lead Manager, Financial Advisor, Bookrunner and Underwriter
AlRajhi Capital	IPO_Jamjoom@alrajhi-capital.sa	Bookrunner and Underwriter
FGS Global	ahmed.jebur@fgsglobal.com; +971507377507 sarah.barakat@fgsglobal.com; +971503264461	Media and Communications Advisor

Disclaimers

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change. Neither the Company, nor the Joint Financial Advisors, and their respective affiliates undertake to provide the recipient of this announcement with any additional information, or to update this announcement or to correct any inaccuracies, and the distribution of this announcement shall not be deemed to be any form of commitment on the part of the Company, shareholders, or the Joint Financial Advisors to proceed with the Offering or any transaction or arrangement referred to therein. This announcement has not been approved by any competent regulatory authority. The contents of this announcement are not to be construed as legal, financial, investment or tax advice.

The Offering and the distribution of this announcement and other information in connection with the Offering may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes must inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.

This announcement is not an offer for sale of securities of the Company, directly or indirectly, in or into the United States. The Offer Shares may not be offered or sold in the United States unless registered under the US Securities Act of 1933, as amended (the “Securities Act”), or offered in a transaction from, or not subject to, the registration requirements of the Securities Act. The Company has not registered and does not intend to register any portion of the Offer Shares under the Securities Act or the laws of any state in the United States or to conduct a public offering of any securities in the United States. Copies of this announcement are not being, and may not be, distributed, forwarded or otherwise sent, directly or indirectly, in or into the United States.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, the Offer Shares referred to herein to any person in the United States, Australia, Canada, the United Kingdom, South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The offer and sale of the Offer Shares has not been and will not be registered under the applicable securities laws of Australia, Canada, South Africa or Japan. Subject to certain exceptions, the Offer Shares may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan. There will be no public offer of the Offer Shares in the United States, Australia, Canada, South Africa or Japan.

In the European Economic Area (the “EEA“), this communication is only addressed to and directed at persons in the member states of the EEA who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) (“Qualified Investors“). In the United Kingdom, this communication is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended), which forms part of the UK law by virtue of the European Union (Withdrawal) Act 2018, who are also: (i) persons having professional experience in matters relating to investments who fall within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (i), (ii) and (iii) together being (“Qualified Investors“)). This communication must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this communication relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

This announcement is being distributed subject to the provisions of the Rules on the Offer of Securities and Continuing Obligations (“OSCO Rules”) issued by the CMA, and should not result in any binding undertakings to acquire shares or subscribe in the Offering. This announcement is for information purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in any securities of the Company. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors may only subscribe in the Offer Shares on the basis of the CMA approved Arabic language prospectus to be issued and published in due course (the “Local Prospectus”). The information in this announcement is subject to change. In accordance with Article 51(d) of the OSCO Rules, copies of the Prospectus will, following publication, be available on the websites of the Company at http://www.jamjoompharma.com, the Saudi Exchange at www.saudiexchange.sa, the CMA at www.cma.org.sa and the Joint Financial Advisors at www.sfc.sa and www.jpmorgansaudiarabia.com.

This announcement is not an offer document for the purposes of the OSCO Rules and should not be construed as such. The CMA and the Saudi Exchange do not take any responsibility for the contents of this announcement, 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 announcement.

The international offering circular prepared in connection with the Offering (the “International Offering Circular”) is the sole legally binding document containing information about the Company and the Offering outside of Saudi Arabia. In the event of any discrepancy or incompleteness between this announcement and the Local Prospectus and/or the International Offering Circular, as the case may be, the Local Prospectus and/or the International Offering Circular will prevail.

This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “aim”, “anticipate”, “believe”, “can”, “consider”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “ought to”, “potential”, “plan”, “projection”, “seek”, “should”, “will”, “would”, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results of operations, financial position, liquidity, prospects, growth or strategies. Many factors could cause the actual results to differ materially from those expressed or implied by any such forward-looking statements or contained in projections, including, among other things, risks specifically related to the Company and its operations, the development of global economic and industry conditions, and the impact of economic, political and social developments in Saudi Arabia. Forward-looking statements speak only as of the date they are made. Each of the Company, the Joint Financial Advisors, and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement whether as a result of new information, future developments or otherwise.

There is no guarantee that the Offering will occur and you should not base your investment decisions on the Company’s intentions in relation to the Offering. This announcement does not constitute a recommendation concerning the Offering nor any declaration or undertaking by any means. Acquiring Offer Shares to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering investment should consult an investment advisor or an authorized person specializing in advising on such investments.

The Joint Financial Advisors are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective client, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, arrangement or other matter referred to herein.

The contents of this announcement have been prepared by and are the sole responsibility of the Company. Neither the Joint Financial Advisors nor any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

In connection with the Offering, each of the Joint Financial Advisors and any of their affiliates, may take up a portion of the Offer Shares in connection with the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Offer Shares and other securities of the Company or related investments in connection with the Offering or otherwise.

References in the Local Prospectus or the International Offering Circular, once published, to the Company’s shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Joint Financial Advisors and any of their affiliates acting in such capacity. In addition, the Joint Financial Advisors and any of their affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Joint Financial Advisors and any of their affiliates may from time to time, acquire, hold or dispose of securities. The Joint Financial Advisors do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

***

[1] As of H1 2022G

[2] Based on Euromonitor’s analysis of Saudi Arabia’s private market

[3] Calculated as EBITDA less Capital Expenditures.

[4] As of H1 2022G

[5] Based on Euromonitor’s analysis of Saudi Arabia’s private market