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 to list its ordinary shares (the “Shares”) for trading on the Dubai Financial Market (“DFM”).
KEY HIGHLIGHTS OF THE OFFERING
- 749,700,000 shares each with a nominal value of AED 0.02 will be made available in the Offering, representing 24.99% of Parkin’s total issued share capital.
- All Shares to be offered are existing shares held by the Dubai Investment Fund as the selling shareholder (the “Selling Shareholder”) who reserves the right to amend the size of the Offering at any time prior to the end of the subscription period at its sole discretion, subject to applicable laws and the approval of the Securities & Commodities Authority (the “SCA”).
- The Offering will be made available to UAE Retail Investors and other investors as part of the UAE Retail Offering (as defined below) as well as to professional investors outside the United States, including the UAE, as part of the Qualified Investor Offering (as defined below).
- The subscription period will open on Tuesday, 5 March 2024, and is expected to close on Tuesday, 12 March 2024 for UAE Retail Investors and on Wednesday, 13 March 2024 for Qualified Investors.
- The Internal Sharia Supervision Committee of Emirates NBD Bank PJSC has issued a Shariah pronouncement confirming that, in its view, the Offering is compliant with Shariah principles. Investors should undertake their own due diligence to ensure that the Offering is Shariah-compliant for their own purposes.
- Admission of 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 date of the listing (the "Listing"), has been set at AED 60,000,000, divided into 3,000,000,000 Shares paid-in-full, with the nominal value of each Share being AED 0.02.
- Following the Offering, the Company intends to pay a semi-annual dividend in April and October, with a first payment expected in October 2024 in respect of the full first half of 2024, with investors purchasing shares in the Offering eligible for the full dividend for the first half of 2024.
- For the full fiscal year 2024 and thereafter, the Company expects to pay a minimum dividend payout of the higher of: (i) 100% of profit for the year; and (ii) free cash flow to equity, subject to distributable reserves 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, finance costs, and anticipated capital expenditures and investments.
- In addition, the Company expects that the Board will also consider market conditions, the then 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 Parkin’s Board of Directors, said:
“Guided by our visionary leadership, Dubai has become one of the world’s leading cities for business, lifestyle, and innovation. Parkin’s IPO will enable us to build on and accelerate our progress in supporting these ambitions, driving the Emirate’s future success. 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 to become one of the leading parking providers in the world.”
Eng. Mohamed Al Ali, CEO of Parkin, added:
“With its systemic role in Dubai’s transport ecosystem, now and in the future, Parkin will operate at the centre 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 enhance and expand our ability to provide seamless, sustainable, and innovative mobility solutions and services to make every journey in Dubai a world-class experience for decades to come. As we begin this new chapter, we remain steadfast in our commitment to drive growth, delivering value to our stakeholders, and shaping the future of our industry.”
DETAILS OF THE OFFERING
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 amend the size of the Offering at any time prior to the end of the subscription period at its sole discretion, subject to applicable laws and the approval of the SCA.
The Offering will comprise of:
- A public offering (the “UAE Retail Offering”) to individual 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 a number of countries, including in the UAE, outside the United States of America in reliance on Regulation S (the “Qualified Investor Offering” and referred to as “Second Tranche” subscribers)
Further, as part of the Qualified Investor Offering, and in accordance with both the UAE Commercial Companies Law and the Dubai Law, the following will apply:
- Five percent of the Offering will be reserved for offer to the Emirates Investment Authority (the “EIA”), and;
- Five percent of the Offering will be reserved for offer to the Pensions and Social Security Fund of Local Military Personnel (the “Fund”).
The UAE Retail Offering subscription period is expected to run from 05 March 2024 to 12 March 2024, with the Qualified Investor Offering subscription period expected to run from 05 March 2024 to 13 March 2024.
The offer price per Share (the “Offer Price”) will be determined through, and following a book-building process. Investors participating in the UAE Retail Offering will subscribe to the Shares at the Offer Price.
The completion of the Offering and Admission is currently expected to take place in March 2024, subject to market conditions and obtaining relevant regulatory approvals in the UAE, including approval of Admission to Listing and trading on the DFM.
Pursuant to an Underwriting Agreement to be entered into between the Company, the Selling Shareholder and the Joint Bookrunners prior to the Listing (the “Underwriting Agreement”), the Shares held by the Selling Shareholder shall be subject to a 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-up Period”), subject to certain permitted transfers as set out in the prospectus.
The Company shall also be subject to the Lock-up Period as set out in the prospectus. The details of the Offering will be included in an Arabic-language prospectus (the “UAE Prospectus”), alongside the English translation of 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 will be published today, and the International Offering Memorandum is expected to be published in due course. The UAE prospectus and the International Offering Memorandum will be available at www.parkin.ae/parkin-ipo.
Rothschild & Co Middle East Limited has been appointed as the Independent Financial Advisor.
Emirates NBD Capital PSC, Goldman Sachs International, and HSBC Bank Middle East Limited have been appointed as Joint Global Coordinators and Joint Bookrunners.
Abu Dhabi Commercial Bank PJSC, EFG-Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC), and First Abu Dhabi Bank PJSC have been appointed as Joint Bookrunners.
Emirates NBD Bank PJSC has been appointed as the Lead Receiving 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 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.
The Internal Sharia Supervision Committee of Emirates NBD Bank PJSC has issued a Shariah pronouncement confirming that, in its view, the Offering is compliant with Shariah principles. Investors should undertake their own due diligence to ensure that the Offering is Shariah-compliant for their own purposes.
News Source: Dubai Media Office
