Spinneys Announces Increase in The Number of Shares

Spinneys 1961 Holding plc (the “Company” or “Spinneys”), an operator of premium grocery retail supermarkets under the “Spinneys”, “Waitrose” and “Al Fair” brands in the UAE and Oman, with plans to open in the Kingdom of Saudi Arabia in 2024, today announces that following high levels of demand it will increase the number of shares (the “Shares”, each a “Share”) allocated to the UAE Retail Offering (as defined below) of its initial public offering (“IPO” or the “Offering”) on Dubai Financial Market (“DFM”).

KEY HIGHLIGHTS
• The public offering (the “UAE Retail Offering”) to subscribers in the First Tranche (as defined in the UAE Prospectus) has been increased from 45,000,000 Shares to 63,000,000 Shares, equivalent to 7% of the total Offer Shares (previously 5% of the Offer Shares).
• The decision to increase the allocation size of the UAE Retail Offering is based on significant investor demand from the First Tranche subscribers.
• The total size of the Offering remains unchanged at 900,000,000 Shares, representing 25% of total issued share capital of the Company.
• To accommodate the increased allocation of the UAE Retail Offering, the number of shares allocated to Professional Investors (the “Qualified Investor Offering” and as referred to in the UAE Prospectus as Second Tranche subscribers) has been reduced from 855,000,000 Shares to 837,000,000 Shares, equivalent to 93% of the total Offer Shares (previously 95% of the Offer Shares).
• The IPO subscription period remains unchanged and will close on Monday 29 April 2024 for UAE Retail Investors and on Tuesday 30 April 2024 for Professional Investors.
• Spinneys is expected to commence trading on the DFM on Thursday 9 May 2024.

INCREASE IN UAE RETAIL OFFERING
Following the approval of SCA, the UAE Retail Offering has been increased from 45,000,000 Shares to 63,000,000 Shares. The UAE Retail Offering will now represent 7% of the total Offer Shares having previously been announced as 5% of the total Offer Shares. The total size of the Offering remains unchanged at 900,000,000 Shares, representing 25% of the Company’s total issued share capital of the Company. Following the increased allocation to the UAE Retail Offering, the Qualified Investor Offering will be allocated 837,000,000 Shares, instead of 855,000,000 Shares, representing 93% of the total Offer Shares, compared to the 95% previously announced.

PRICE STABILISATION
In connection with the Offering, the Company and the Selling Shareholder have appointed BHM Capital Financial Services PJSC as stabilisation manager who may, to the extent permitted by applicable law, regulation and rule, effect stabilisation transactions on the Stabilisation Shares, with a view to supporting the market price of the Shares, at a higher level than that which might otherwise prevail in the open market. The number of Stabilisation Shares has increased from 45,000,000 previously to 63,000,000.

The IPO subscription period remains unchanged and will close on Monday 29 April 2024 for UAE Retail Investors and on Tuesday 30 April 2024 for Professional Investors. The Offer Price Range has been set between AED 1.42 and AED 1.53 per Share, implying a market capitalisation at time of listing of between c. AED 5.11 billion (c. US$ 1.39 billion) and c. AED 5.51 billion (c. US$ 1.50 billion).

The final offer price will be announced on Wednesday 1 May 2024.

The completion of the Offering and Admission is currently expected to take place on or around Thursday 9 May 2024, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval of admission to listing and trading on DFM.

Pursuant to an underwriting agreement entered into between the Company, the Selling Shareholder, the Joint Global Coordinators and the Joint Bookrunners (the “Underwriting Agreement”), the Shares held by the Selling Shareholder shall be subject to a lock-up period from the date of the Underwriting Agreement up to and including 180 calendar days from Listing (the “Lock-up Period”), subject to certain permitted transfers as set out in the International Offering Memorandum. The Company shall also be subject to the Lock-up Period as set out in the International Offering Memorandum.

The details of the Offering are included in an Arabic-language prospectus (the “UAE Prospectus”) and public subscription announcement (the “Public Announcement”) with respect to the UAE Retail Offering, and in an English-language International Offering Memorandum with respect to the Qualified Investor Offering. The UAE Prospectus and the Public Announcement were published on Tuesday 16 April 2024, and the International Offering Memorandum was published on 23 April 2024. The UAE Prospectus and the International Offering Memorandum are available at https://ipo.spinneys.com. There is also a dedicated IPO call centre number: 800 ENBD IPO (3623 476).

Rothschild & Co Middle East Limited has been appointed as Independent Financial Adviser. Emirates NBD Capital PSC has been appointed as Listing Adviser. Emirates NBD Capital PSC, Merrill

Lynch International (BofA Securities) and HSBC Bank Middle East Limited have been appointed as Joint Global Coordinators and Joint Bookrunners. EFG Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC) has been appointed as a Joint Bookrunner. Emirates NBD Bank PJSC has been appointed as the Lead Receiving Bank. Al Maryah Community Bank, Commercial Bank of Dubai, First Abu Dhabi Bank and Wio Bank have also been appointed as Receiving Banks.

Neither HSBC Bank Middle East Limited nor any of its respective affiliates is responsible for participating in marketing or managing any aspect of the UAE Retail Offering to natural persons.

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