24 Oct 2023

Investcorp Capital plc (the “Company” or “Investcorp Capital”), a provider of capital and capital financing services in the alternative investments space, today announces its intention to proceed with an initial public offering (the “IPO” or the “Offering”) of 643,000,000 ordinary shares with a nominal value of USD 0.50 (equivalent to AED 1.84) each (the “Shares”), representing approximately 29.34% of its issued share capital post issuance of the New Shares (as defined below), and to admit its Shares for listing and trading (“Admission”) on the Abu Dhabi Securities Exchange (“ADX”).

The Shares will be comprised of 321,500,000 new Shares to be issued and sold by the Company (the “New Shares”) and 321,500,000 existing Shares to be sold by Investcorp S.A. as existing shareholder (the “Selling Shareholder”) (the “Sale Shares” and, together with the New Shares, the “Offer Shares”). The Company and the Selling Shareholder retain the right to amend the size of the Offering and the size of each Tranche (as defined below), at any time before pricing of the Offering, subject to the applicable laws of the United Arab Emirates (“UAE”) and the approval of the Securities and Commodities Authority of the UAE (the “SCA”).

The Company is registered as a public company limited by shares incorporated in the Abu Dhabi
Global Market (the “ADGM”) and is subject to the ADGM Companies Regulations 2020 (as
amended).

OFFERING TIMELINE

Subject to market conditions and obtaining relevant regulatory approvals in the UAE, including the approval of Admission:
• Intention to list on the ADX.
• The First Tranche offer period (as defined below) is expected to start on 2 November 2023 and to close on 8 November 2023.
• The Second Tranche offer period (as defined below) is expected to start on 2 November 2023 and to close on 9 November 2023.
• Admission to listing on the ADX is anticipated to occur on 17 November 2023.

Commenting on the launch of the IPO process, H.E. Mohammed Alardhi, Executive Chairman of Investcorp Group, a global asset management and capital financing services company, said:

“We are very pleased to announce the intention to float of Investcorp Capital in Abu Dhabi, one of the largest stock exchanges in the Arab world. Investcorp Capital is an innovative investment vehicle founded by Investcorp, which will enable investors to access a wide range of asset classes in the alternative investment space. With the support of our four decades of alternative asset management expertise that have allowed Investcorp to grow to approximately $50bn AUM (including assets managed by third parties) and our global presence, Investcorp Capital is well-positioned to provide a unique investment opportunity and attractive risk adjusted returns. We are here today thanks to our team’s hard work and unwavering commitment and are grateful for those that have continuously supported us in our growth journey.”

Investcorp Capital’s Chief Executive Officer, Mr. Timothy Mattar, added:

“For more than 40 years, Investcorp has been a leading name in alternative asset management – at the forefront of some of the most innovative and successful deals across corporate investments, global credit, real estate, strategic capital, insurance asset management, infrastructure and absolute return investments. Today’s ITF announcement, and Investcorp Capital’s subsequent listing on the ADX, will build on the established track record of Investcorp and give investors an opportunity to take advantage of this presence and access to a portfolio of high-quality private market investments that are expected to deliver consistent, risk-adjusted returns. Together with Investcorp, we are looking forward to the listing and embarking on this new, exciting chapter with Investcorp Capital.”

CORNERSTONE INVESTORS

Investcorp Capital and the Selling Shareholder have entered into a cornerstone investor agreement with the IVC Strategic Investment Company (the “Cornerstone Investor”) pursuant to which it has committed to acquire Offer Shares in the Global Offering at the Offer Price. In aggregate, the Cornerstone Investor has committed approximately $250m to the IPO.

IVC Strategic Investment Company is a special purpose vehicle that was established to act as an aggregator of orders from certain wealth management investors and a prominent Abu Dhabi-based institution.

DETAILS OF THE OFFERING

The Company and the Selling Shareholder intend to offer for sale Shares, comprising 321,500,000 New Shares to be issued and sold by the Company and 321,500,000 Sale Shares to be sold by Investcorp S.A. Together, the New Shares and the Sale Shares represent approximately 29.34% of the total issued share capital of the Company post issuance of the New Shares.

The Company and the Selling Shareholder retain the right to amend the size of the Offering and the size of each Tranche at any time prior to the end of the subscription period at their sole discretion, subject to the applicable laws of the UAE and the approval of the SCA.

Investcorp Capital intends to use the net proceeds of the Offering to: (1) further develop the Capital Financing Services business line and increase investments in Capital Deployment (approximately $100 million is expected to be invested in Capital Deployment); (2) fund strategic growth opportunities of Investcorp Capital going forward; and (3) for general corporate purposes.

It is intended that the Offering will consist of: (i) an offering of 5% of the Offer Shares, allocated on a pro rata basis and open to “Professional Investors” (as defined in the SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time) (“Professional Investors”)) (“First Tranche”); and (ii) an offering of 95% of the Offer Shares, allocated on a discretionary basis and open to Professional Investors (“Second Tranche” and together with the First Tranche, the “Tranches”).

The indicative price range per Offer Share will be determined in due course and published on the opening date of the subscription period and will be contained in the International Offering Memorandum. The final offer price per Offer Share (the “Offer Price”) will be determined through, and following, a bookbuilding process carried out as part of the Second Tranche offering. For the avoidance of doubt, prospective investors participating in the First Tranche will not participate in the bookbuilding exercise and will subscribe for Offer Shares at the Offer Price.

The First Tranche subscription period is expected to start on 2 November 2023 and is expected to end on 8 November 2023. The Second Tranche bookbuilding period is expected to start on 2 November 2023 and is expected to end on 9 November 2023. There is a minimum application size of AED 250,000 in the First Tranche and AED 5,000,000 in the Second Tranche.

The completion of the Offering and Admission is currently expected to take place no later than 17 November 2023, subject to satisfactory market conditions and obtaining the relevant regulatory approvals in the UAE, including the approval of Admission from the SCA.

Details of the Offering will be included in the Arabic and English language versions of the UAE Prospectus and the UAE public announcement (the “Public Announcement”) in respect of the First Tranche and the English language International Offering Memorandum in respect of the Second Tranche. The UAE Prospectus and the Public Announcement will be published today, and the International Offering Memorandum is expected to be published on 2 November 2023.

For more information on eligibility to apply for Offer Shares, irrespective of the Tranche, please refer to the UAE Prospectus on Investcorp Capital’s IPO webpage www.investcorp-capital.com/ipo.

Pursuant to the terms of an underwriting agreement among the Company, the Selling Shareholder and the Joint Bookrunners with respect to the Offer Shares (the “Underwriting Agreement”), the Company and the Selling Shareholder, which held 100% of the Shares immediately prior to the Offering, have contractually agreed, for a period of 180 days after Admission, lock-up restrictions, subject to certain exceptions.

Moelis & Company UK LLP DIFC Branch has been appointed as the Independent Financial Advisor to the Selling Shareholder.

Emirates NBD Capital PSC, First Abu Dhabi Bank PJSC, and HSBC Bank Middle East Limited have each been appointed as Joint Global Coordinators and Joint Bookrunners. Emirates NBD Bank PJSC and First Abu Dhabi Bank PJSC have been appointed as the Joint Lead Receiving Banks. Al Maryah Community Bank and Mashreqbank PSC have been appointed as the Receiving Banks.

PRICE STABILIZATION MECHANISM

In connection with the Offering, the Company and the Selling Shareholder will appoint the Stabilizing Manager, who may, to the extent permitted by applicable law and regulation, including the ADX Operational Rules Booklet issued by the ADX Board Members Decision No. (4/2/2022) on 3 March 2022 (the “ADX Rules”), effect stabilizing transactions with a view to supporting the market price of the Shares, in each case at a higher level than that which might otherwise prevail in the open market. The Stabilizing Manager will be appointed for the Stabilization Period. All stabilizing transactions will be undertaken in compliance with applicable law and regulation, including the ADX Rules. In accordance with Article 3, Chapter 15 of the ADX Rules, the Stabilizing Manager will disclose to the market the extent of any stabilizing transactions conducted in relation to the Offering.

As part of the Offering, the Selling Shareholder will sell the Stabilization Shares and such shares will be allocated to investors as part of the normal allocation process for the Offering. The Stabilizing Manager will use the proceeds of the sale of the Stabilization Shares to buy up to the same number of Shares that underlie the Stabilization Shares at or below the Final Offer Price during the Stabilization Period. In the event the Stabilizing Manager does not purchase any Shares, the Stabilization Shares will remain fully allocated. At the end of the Stabilization Period, the Stabilizing Manager will return to the Selling Shareholder the Stabilization Shares which have been purchased in the market as a result of stabilizing transactions and/or any remaining portion of the proceeds which were not used for stabilizing transactions, as well as any interest that has accumulated on the amounts corresponding to such proceeds. Any Stabilization Shares made available will rank pari passu in all respects with the Shares, including for all dividends and other distributions declared, made or paid on the Shares, will be purchased on the same terms and conditions as the Shares being issued or sold in the Offering and will form a single class for all purposes with the other Shares.
None of the Joint Lead Managers, the Joint Bookrunners, the Advisors or their respective directors, officers, employees or agents will have any direct or indirect involvement in, or responsibility or liability for, nor derive any direct or indirect benefit from, the stabilizing transactions envisaged hereby and stabilization will be carried out exclusively by the Stabilizing Manager.