Parkin Company PJSC announces plans for an initial public offering on the Dubai financial market

Parkin Company PJSC (“Parkin” or the “Company”), the largest provider of paid parking facilities and services in Dubai, announced its intention to proceed with an initial public offering (the “IPO” or the “Offering”) and list its ordinary shares (the “Shares”) for trading on the Dubai Financial Market (“DFM”).

KEY HIGHLIGHTS OF THE OFFER

• 749,700,000 shares with a par value of AED 0.02 each will be available in the offering, representing 24.99% of Parkin’s total issued share capital.
• All Shares to be offered are existing shares held by Dubai Investment Fund as the selling shareholder (the “Selling Shareholder”) which reserves the right to modify the size of the Offer at any time before the end of the subscription period in its sole discretion, subject to applicable laws and the approval of the Securities and Commodities Authority (the “SCA”).
• The Offer will be available to UAE retail investors and other investors as part of the UAE Retail Offer (as defined below), as well as to professional investors outside the United States, including the UAE, as part of the Qualified Investor Offer (as defined below).
• The subscription period will open on Tuesday, March 5, 2024 and is expected to close on Tuesday, March 12, 2024 for UAE retail investors and Wednesday, March 13, 2024 for qualified investors.
• The Internal Shariah Supervision Committee of Emirates NBD Bank PJSC has issued a Shariah pronouncement confirming that, in its opinion, the Offer complies with Shariah principles. Investors should conduct their own due diligence to ensure that the Offering is Shariah compliant for their own purposes.
• Admission of the Shares to trading on DFM (“Admission”) is expected to take place in March 2024.

CAPITAL STRUCTURE AND DIVIDEND POLICY

• The share capital of the Company, as at the listing date (the “Listing”), has been set at AED 60,000,000, divided into 3,000,000,000 fully paid Shares, with the par value of each Share being 0. 02 AED.
• Following the Offering, the Company intends to pay a semi-annual dividend in April and October, with a first payment expected in October 2024 with respect to the full first half of 2024, and investors purchasing shares from the Offering eligible for the full dividend during the first half of 2024.
• For all fiscal year 2024 onwards, the Company expects to pay a minimum dividend of the greater of: (i) 100% of the year’s profit; and (ii) free cash flow to equity, subject to distributable reserve requirements.
• This dividend policy is subject to consideration by the Board of Directors (the “Board”) of the cash management requirements of the Company’s business for operating expenses, financing costs and anticipated capital expenditures and investments.
• In addition, the Company expects the Board to also consider market conditions, the current operating environment in the Company’s markets and the Board’s outlook for the Company’s business and growth opportunities.

Ahmed Hashem Bahrozyan, Chairman of the Board of Directors of Parkinsaying:

“Guided by our visionary leadership, Dubai has become one of the world’s leading business, lifestyle and innovation cities. Parkin’s IPO will allow us to build on and accelerate our progress to support these ambitions, driving the future success of the Emirate. As Dubai’s population and economy continue to grow, our company will grow with it. “As a result, I am confident in Parkin’s future opportunities, delivering on our vision of becoming one of the world’s leading parking providers.”

Eng. Mohamed Al Ali, CEO of Parkinaggregate:

“With its systemic role in Dubai’s transportation ecosystem, now and in the future, Parkin will operate at the center of the city’s exciting and ambitious growth plans. Powered by market-leading technology with robust digital infrastructure and a highly experienced management team, we will continue to improve and expand our ability to provide seamless, sustainable and innovative mobility solutions and services to make every trip in Dubai a memorable experience. world class for decades to come. As we begin this new chapter, we remain steadfast in our commitment to driving growth, delivering value to our stakeholders and shaping the future of our industry.”

OFFER DETAILS

The Dubai Investment Fund expects to sell 24.99% of the total issued share capital of Parkin (equivalent to a total of 749,700,000 Shares), with the Selling Shareholder retaining the right to modify the size of the Offer at any time before the end of the subscription period at its sole discretion, subject to applicable laws and SCA approval.

The Offer will be composed of:

• A public offering (the “UAE Retail Offer”) to individual investors and other investors in the UAE (as defined in the UAE prospectus and referred to as “First Tranche” subscribers) and;
• An offering to professional investors and other investors in various countries, including the United Arab Emirates, outside the United States of America, pursuant to Regulation S (the “Qualified Investor Offering” and referred to as “Second Tranche” subscribers).

Additionally, as part of the Qualified Investor Offer, and in accordance with both the UAE Commercial Companies Law and Dubai Law, the following will apply:

• Five percent of the Offer will be reserved for offering to the Emirates Investment Authority (the “EIA”), and;
• Five percent of the Offer will be reserved for offer to the Local Military Personnel Pension and Social Security Fund (the “Fund”).

The subscription period for the UAE Retail Offer is expected to extend from March 5, 2024 to March 12, 2024, and the subscription period for the Qualified Investor Offer is expected to extend from March 5, 2024. 2024 to March 13, 2024.

The offer price per Share (the “Offer Price”) will be determined by and following a book-building process. Investors participating in the UAE Retail Offer will subscribe for the Shares at the Offer Price.

Completion of the Offer and Admission is currently expected to take place in March 2024, subject to market conditions and obtaining relevant regulatory approvals in the United Arab Emirates, including approval of Admission to Listing and trading in the DFM.

Pursuant to a Subscription Agreement to be entered into between the Company, the Selling Shareholder and the Joint Bookrunners prior to the Listing (the “Subscription Agreement”), the Shares held by the Selling Shareholder will be subject to lock-up from the date of the Underwriting Agreement up to and including 180 (one hundred and eighty) calendar days from the Listing (the “Lock-In Period”), subject to certain permitted transfers as set forth in the prospectus.

The Company will also be subject to the Lockup Period set forth in the prospectus. Details of the Offer will be included in an Arabic language prospectus (the “UAE Prospectus”), together with the English translation of the UAE prospectus and the public subscription announcement (the “Public Announcement”) in respect of the UAE Retail Offer. and in an English language International Offering Memorandum with respect to the Qualified Investor Offer. The UAE prospectus and public announcement will be published today and the international offering memorandum is expected to be published in due course. The UAE prospectus and international offering memorandum will be available at www.parkin.ae/parkin-ipo.

Rothschild & Co Middle East Limited has been appointed independent financial advisor.

Emirates NBD Capital PSC, Goldman Sachs International and HSBC Bank Middle East Limited have been appointed joint global coordinators and joint underwriters.

Abu Dhabi Commercial Bank PJSC, EFG-Hermes UAE Limited (acting jointly with EFG Hermes UAE LLC) and First Abu Dhabi Bank PJSC have been appointed as joint underwriters.

Emirates NBD Bank PJSC has been appointed as the lead recipient bank. Abu Dhabi Commercial Bank PJSC, Abu Dhabi Islamic Bank PJSC, Al Maryah Community Bank, Commercial Bank of Dubai, Dubai Islamic Bank, Emirates Islamic Bank, First Abu Dhabi Bank PJSC, Mashreq Bank and Wio Bank have also been designated as recipient banks.

Neither HSBC Bank Middle East Limited nor any of its respective affiliates are responsible for participating in, marketing or managing any aspect of the UAE Retail Offer for Individuals.

The Internal Shariah Supervision Committee of Emirates NBD Bank PJSC has issued a Shariah pronouncement confirming that, in its opinion, the Offer complies with Shariah principles. Investors should conduct their own due diligence to ensure that the Offering is Shariah compliant for their own purposes.

News source: Dubai Press Office