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Announcement of Final Offer Price and Successful Conclusion of Bookbuilding Process

12 Nov 2023

Investcorp Capital plc (the “Company” or “Investcorp Capital”), a provider of capital and capital financing services in the alternative investments space, announces the final offer price (the “Final Offer Price”) for the ordinary shares with nominal value of USD 0.50 (the “Shares“) offered by the Company in connection with the initial public offering (the “IPO” or “Offering”) and listing on the Abu Dhabi Securities Exchange (“ADX”).

  • The Final Offer Price has been set at AED 2.30 per share, at the top end of the price range for the IPO, implying a dividend yield of 8.4% for the year ending 30 June 2024
  • The deal was upsized and heavily oversubscribed excluding Cornerstone Investors, with strong demand from international and regional institutional investors
  • The Offering raised gross proceeds of approximately AED 1.66bn (equivalent to USD 451m), with an implied market capitalization for the Company of approximately AED 5.04bn (equivalent to approximately USD 1.37bn)
  • Admission is expected to occur on 17 November 2023

DETAILS OF THE FINAL OFFER PRICE

The Final Offer Price for the Shares in the Company has been set at AED 2.30 per Share implying a dividend yield of 8.4% for the financial year ending 30 June 2024. Based on the Final Offer Price, the Offering generates gross proceeds from the sale of Shares of AED 1,656 million (equivalent to USD 451 million)

H.E. Mohammed Alardhi, Executive Chairman of Investcorp Group, said:

“We are delighted to see the levels of demand in Investcorp Capital’s IPO, from professional investors both internationally and within the UAE. Through this IPO we been able to open up Investcorp’s track record in private investment to the capital markets and cement our position as an innovator in the alternative assets industry. This transaction, which marks many firsts for the UAE market, is a historic moment for Investcorp and marks a new chapter for this new business”.

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

“The successful closing of the subscription period for Investcorp Capital’s IPO marks another important milestone for the launch of the new company. Investcorp Capital’s highly attractive investment proposition and impressive dividend payout was able to bring strong demand to the Offering, which will be a regional first. Together with the rest of the Investcorp Capital Executive team, we look forward to continuing this momentum with the company’s listing and growth through investment expertise”.

The Company confirms that the previously announced Offering size of 720,000,000 Shares, including321,500,000 new Shares (the “New Shares”) and 398,500,000 existing Shares (the “Sale Shares” and together with the New Shares, the “Offer Shares”), equivalent to 32.85% of the Company’s issued share capital post the issuance of the New Shares, has been fully allocated, resulting in gross proceeds of approximately AED 1,656 million (equivalent to USD 451 million). Admission is expected to take place at 10:00 AM UAE time on 17 November 2023, subject to customary closing conditions, under the ticker symbol “ICAP” and ISIN “AEE01354I230”.

Allotment notifications, via SMS, for Professional Investors belonging to the First Tranche will be sent on 14 November 2023. Refund of surplus investments will commence on 14 November 2023.

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

Citigroup Global Markets Limited, Emirates NBD Capital PSC, First Abu Dhabi Bank PJSC, Goldman Sachs International 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.

CORNERSTONE INVESTORS

On 24 October 2023, it was announced that Investcorp Capital and the Selling Shareholder entered into a cornerstone investor agreement with IVC Strategic Investment Company (the “Cornerstone Investor”) pursuant to which the Cornerstone Investor has committed to acquire Offer Shares in the Global Offering at the Offer Price. In aggregate, the Cornerstone Investor has committed approximately USD 250 million 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 investor.

PRICE STABILIZATION MECHANISM

In connection with the Offering, the Company and the Selling Shareholder have appointed a stabilising manager (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 has been appointed for a period not exceeding 30 days from Admission (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 during the Stabilization Period in relation to the Offering.

As part of the Offering, the Selling Shareholder will sell 93,913,043 Offer Shares (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 any 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 (each as defined in the UAE Prospectus) 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.