Clifford Chance in co-operation with Abuhimed Alsheikh Alhagbani Law Firm (AS&H) has acted as issuer’s counsel to the Power and Water Utility Company for Jubail and Yanbu (Marafiq) on its SAR 3.36 billion (approx. US$ 900 million) landmark IPO with an implied market capitalization at listing of SAR 11.50 billion (approx. US$ 3.1 billion), marking one of the largest IPOs in the MENA region this year. The IPO was completed on November 24, 2022 with the listing of the shares of Marafiq on the Saudi Stock Exchange Tadawul.
The IPO included an international institutional investor tranche under Regulation S of the U.S. Securities Act of 1933. Overall, domestically and internationally, the IPO raised more than 70% of the total IPO offer volume from institutional investors and the remaining offer volume from Saudi retail investors. The IPO order book was 59 times oversubscribed, with a total demand of SAR 197 billion (approx. US$ 53 billion).
Marafiq is an integrated utilities services provider, with a presence across the power and water value-chain. Together with its various subsidiaries, Marafiq is responsible for providing utilities services in strategic Royal Commission industrial cities in the Kingdom of Saudi Arabia including in the coast cities of Yanbu and Jubail, which account for a large part of the Saudi industrial output.
A strong, cross-border team of lawyers from both Clifford Chance and AS&H advised on this transaction.
The Clifford Chance team was co-led by Frankfurt-based partner Dr. George Hacket and Riyadh-based Corporate partner Omar Rashid (seconded to AS&H), supported by partner Simon Thomas (London), counsel Dr. Axel Wittmann, senior associate Andrei Manea (Frankfurt) and associates Maks Mencin and Gordana Golubić-Huertas (all Frankfurt).
The AS&H team was led by Mansoor Alhagbani (partner, Head of the Capital Markets & Financial Regulatory) with senior associate Rakan Kawar and associate Haifa AlDamegh (all Riyadh-based) supporting the transaction.
AS&H and Clifford Chance have a strong track record advising on some of the largest, most innovative and most complex deals in the Middle East. Together, we have advised on the following notable equity capital markets transactions in the Kingdom: ACWA Power on its IPO; NCB Capital on its underwriting and sub-underwriting arrangements in relation to Saudi Aramco’s US$25.6 billion IPO (Equity Deal of the Year – IFLR Middle East Awards 2020); the underwriters, Jadwa Investment and Riyad Capital, on Sulaiman Al-Habib’s IPO – the first IPO in Saudi Arabia’s main market in 2020 and healthcare sector since 2016; the underwriters on Arabian Centres Company’s IPO – the first ever IPO in the Kingdom with a full international offering, including a Rule 144A offering (Equity Deal of the Year – IFLR Middle East Awards 2019); and Saudi Tadawul Group Holding Company on its SAR 3.78 billion (approx. US$1 billion) landmark IPO and SAR 12.6 billion (approx. US$3.36 billion) listing on the Saudi Exchange (Tadawul), marking the biggest exchange IPO since Euronext went public in 2014.
