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Clifford Chance and AS&H Law Firm advise on the IPO of Arabian Centres Company – the first Rule 144A IPO in Saudi Arabia

25 June 2019

Clifford Chance and AS&H Law Firm advise on the IPO of Arabian Centres Company – the first Rule 144A IPO in Saudi Arabia

International law firm Clifford Chance and its cooperation firm in Saudi Arabia Abuhimed Alsheikh Alhagbani Law Firm (AS&H) advised the syndicate of international, local and regional bookrunners and financial advisors on the successful completion of the initial public offering of Arabian Centres Company, the largest shopping mall developer, operator and owner in the Kingdom of Saudi Arabia with a portfolio of 19 shopping malls that attracted approximately 109 million visits in the most recent fiscal year. This was the largest syndicate of banks ever assembled for an initial public offering in Saudi Arabia and the largest IPO in Saudi Arabia in the last four years. This was also the first IPO out of the Kingdom with a full international offering, including to institutional investors in the United States of America pursuant to Rule 144A.

The IPO raised US$659 million (excluding the overallotment option) giving the Company a market capitalisation of approximately SAR12.4 billion (US$3.3 billion) at the time of listing. The syndicate consisted of Goldman Sachs, Morgan Stanley, NCB Capital and Samba Capital, acting as joint financial advisors and joint bookrunners, and Citi, Credit Suisse, EFG Hermes, ENBD and Natixis, acting as joint bookrunners. Samba Capital also acted as lead manager and the IPO was fully underwritten by Morgan Stanley, NCB Capital and Samba Capital.

The team was jointly led by US securities partner Alex Bafi who was supported in Paris by counsel Olivier Plessis and associates Ryan Bosch and Nicholas Brock, and led in Riyadh by Mansoor Alhagbani (an AS&H partner and Head of Capital Markets and Regulatory) and Omar Rashid (a Clifford Chance partner seconded to AS&H Law Firm) and supported by by senior associate Amro Bakhaidar and associates Mashael Al-Shebaiky, Rakan Kawar and Aljawharah Alassaf.

Alex Bafi commented: “We are delighted to have acted on the Kingdom's first ever IPO with an offering to QIBs in the United States of America under Rule 144A. The significance of this transaction goes beyond its scale, as this transaction will make it easier for other companies in Saudi Arabia to access the US and international markets. This IPO highlights Clifford Chance's strength in working seamlessly across jurisdictions and advising on innovative and complex transactions.”

Omar Rashid remarked: "We are incredibly proud to have successfully supported the largest syndicate of banks ever to have acted on an initial public offering in the Kingdom. It was a pleasure working with the banks on this landmark transaction for the Kingdom’s capital markets.”

Mansoor Alhagbani noted: "This transaction demonstrated, once again, the ability of the team in Saudi Arabia to work seamlessly with the Clifford Chance network and to come together as one team for our clients. We are extremely proud to have advised on this first of a kind transaction which will no doubt open the door for other Saudi Arabian companies to access US markets.”

The Equity Capital Markets Team in Saudi Arabia consistently acts on the most high-profile deals in the market. Their recent work includes advising on the Bank Al-Jazira rights issue, the Middle East Healthcare Company IPO and the Saudi Arabian Company for Hardware IPO.

Clifford Chance's US capital markets team in Paris, together with Clifford Chance teams in London, Amsterdam, Dubai and Riyadh, have in the last twelve months advised on a number of other innovative and high-profile transactions, including:

  • Adyen's €1 billion Rule 144A IPO and listing on Euronext Amsterdam, which valued Adyen at €14 billion at closing (Equity Deal of the Year 2019, IFLR Europe)
  • Network International's £1.2 billion Rule 144A IPO and listing on the London Stock Exchange (largest ever MEA IPO listed on the LSE)
  • Nova Ljubljanska Banka's €600 million privatization, Rule 144A IPO and London GDR listing (largest European bank offering in 2018)
  • ASA International's £125 million Rule 144A IPO and listing on the London Stock Exchange
  • VINCI's inaugural Rule 144A offering with the issue of a US$1 billion bond, maturing in April 2029 and carrying an annual coupon of 3.750%
  • The Government of Oman on its Rule 144A sukuk offering of US$1.5 billion Trust Certificates, part of US$20 billion in 144A debt securities issued by Oman since May 2016