Frequently Asked Questions

Americana Restaurants is the largest out-of-home dining and quick service restaurants operator in its 12 countries of operation, across the Middle East & North Africa region and Kazakhstan, based on number of restaurants in these countries of operations. (Source: Euromonitor International Report). The Company has operated restaurants across the Middle East & North Africa region for nearly 50 years’ for iconic global brands such as KFC, Pizza Hut, Hardee’s, Krispy Kreme and TGI Friday’s, amongst others. In addition to franchise brands, the Company operates two proprietary brands, Wimpy and Chicken Tikka.

The Company is the clear number one diversified operator of out-of-home dining brands by number of restaurants across its countries of operation, with continuous increase in its market shares across the out-of-home dining market and its key subsegments over 2019-2021. The Company is the number one quick service restaurant operator, both in terms of number of outlets and revenues across its 12 countries of operation, and is in the top three position in each country of operation by value of sales. It has a larger footprint than the combined operations (as it pertains to number of restaurants) of the next four largest restaurant players in its countries of operation.

Since its inception in Kuwait in 1964, the Company has expanded its portfolio and tapped into new markets (UAE, Saudi Arabia, Egypt, Kazakhstan, Qatar, Bahrain, Oman, Jordan, Morocco, Lebanon and Iraq) to establish a footprint of 2,050 stores across 12 markets as of 30 June 2022, serving a total addressable population of more than 270 million people.

The brand portfolio spans across various categories from quick service restaurant to fast casual, coffee and indulgence.

The diverse portfolio of iconic global brands includes brands such as KFC, Pizza Hut, Hardee’s, Krispy Kreme, TGI Friday’s, Peet’s Coffee, Costa Coffee, Baskin Robbins, Grand Café and Fish Market. In addition to the franchise brands, the Company operates two notable proprietary brands, Wimpy and Chicken Tikka.

Americana Restaurants owns exclusive franchise rights for the management and operation of restaurants that represent some of the world’s leading food and beverage brands.

The Company has an arm’s length relationship with Kuwait Food Company (Americana) K.S.C.C. (”Former Parent Company”) in relation to the sourcing of certain food products, which comprised approximately 16% of total Direct Spend for the year ended 31 December 2021. The Former Parent Company is one of the leading food manufacturing players across the Middle East & North Africa region and also supplies products to other leading quick service restaurant operators.

The Covid-19 pandemic, as well as associated government measures to curb the spread of Covid-19, had a substantial impact on the Company’s operations across the Middle East & North Africa region and Kazakhstan. The most significant impact related to government restrictions and lockdown measures in 2020, which limited the Company’s ability to open restaurants and reduced the share of dine-in channel as a percentage of total sales due to temporary or permanent restaurant closure, reduced dine-in capacity and reduced organic in-restaurant traffic (i.e. malls).

Despite the impact of Covid-19, the Company continued to expand its restaurant network and opened a gross total of 164, 61, 116 and 66 new restaurants for the years ended 31 December 2021, 2020, 2019 and the six months ended 30 June 2022, respectively. As of 30 June 2022, the Company operated 2,050 restaurants across 12 countries.

Americana Restaurants is the standout operator of iconic global brands, with a customer-centric operating culture and multiple platform efficiencies. The Group focuses on a culture of operating excellence, strong and longstanding franchisor relationships, synergies of scale and innovation. The Company is a market leader in an attractive region supported by strong macro and socio-economic tailwinds that align with consumer disposable income growth and changing consumption habits, resulting in further development of the out-of-home dining market and its subsegments. An attractive financial model has seen healthy growth in revenue and profitability, supported by strong unit economics and efficient capital deployment.

The Group has strong revenue growth momentum, high profitability, and a significant cash generation track record. The Group generated $2.05 billion in revenue for the year ended 31 December 2021 (an increase of 8.5 per cent. from 2019) with Net Profit attributable to parent of $204 million and Net Profit Margin of 9.9 per cent (an increase of 1.9 per cent. from 2019).

Financial performance for the year ended 31 December 2021 improved compared to 2019, demonstrating a strong rebound from the Covid-19 pandemic. Higher revenue in the year ended 31 December 2021 vs. the year ended 31 December 2019, despite the impact of the pandemic, was primarily due to the Group’s smart pricing and marketing efforts, which helped identify the right balance between maximum value to the customer and Americana Restaurants’ margin.

Capital deployment is disciplined, with a strong focus on new restaurant openings, followed by investments in technology and restaurant remodelling. Efficient restaurant formats and rigour in organisational management has contributed to industry leading new restaurant opening average payback periods. The Company’s Average Payback Period was 1.7 years for stores opened in 2021 and 2020.

Net working capital as a percentage of revenue was negative 11% as of 31 December 2021, backed by optimised and improving inventory, payables and receivables management, resulting in negative trade working capital days. This negative working capital has created a virtuous cycle resulting in more cash generation as the Group grows, which can be re-invested for future growth.

The Company aims to further capture market share by driving growth in the restaurant portfolio across its markets. The Company expects to deliver between 250 and 300 net new restaurant openings per annum in the medium term, whilst maintaining a similar level of geographical focus on GCC countries.

    • Americana Restaurants’ objective is to drive deeper penetration to significantly expand scale and footprint across the markets where the company has an established presence.
    • The company aims to expand its presence in existing markets through rolling out the brands in its portfolio that are not yet present in the geographies where the Group already has either the right to operate, or has a right of first refusal with the franchisor. Similarly, the company sees significant potential to drive rollout of its proprietary brands beyond its current countries of operation.
    • Americana Restaurants targets adding new categories to its offering and is currently focused on development of its coffee vertical with the ongoing launch of Peet’s Coffee to tap into the region’s booming coffee market.

The Company is committed to drive revenue growth for its restaurants by capitalizing on marketing, smart pricing and product and service innovations. The Company expects to maintain its digital investment program to gain additional customer wallet share across its existing footprint.

Expanding profitability margins across the Americana Restaurants business. The Company’s focus on cost discipline is reflected in its zero-based budgeting approach and use of real-time integrated software systems to maintain and strengthen restaurant-level profitability.

Americana Restaurants is constantly engaged in discussions on new franchise opportunities. With best-in-class infrastructure, a pan-regional footprint, a strong balance sheet and the know-how to operate across occasions and formats, the Company continues to consider potential strategic additions to its omnichannel restaurant platform.

The Company’s operating countries in the Middle East & North Africa region and Kazakhstan collectively represented a $56 billion out-of-home-dining market in 2021, growing at an estimated CAGR of 14% in USD terms over the period 2022 to 2026, compared to only 3% over the same period in developed markets such as the United States, UK, Canada and Australia. The Company’s markets benefit from macro and socio-economic tailwinds aligned with strong consumer disposable income growth, changing consumption habits and resulting in further development of the out-of-home dining market and its subsegments. These markets share common characteristics that differentiate them globally, such as fast-growing economies with high GDP growth rates, a large share of young population cohorts and overall high population growth. (Source: Euromonitor International Report). These factors are supportive of Americana Restaurants’ business model and strategy for growth.

The Offering is being conducted, among other reasons, to allow the controlling shareholder to sell part of its shareholding to more actively manage and optimise their portfolio of assets, while providing trading liquidity in the Offer Shares and raising the profile of the Company within the regional and international investment community.

30% of the share capital is intended to be floated across both ADX and Saudi Exchange markets.

The company is expected to list on, or around, 6 December 2022, subject to completion of all the relevant legal requirements and procedures.

Institutional book-building and retail subscriptions will open on 14 November 2022, with retail subscriptions closing on 21 November 2022, and institutional book-building closing on 22 November 2022. The final offer price announcement will be made on 23 November 2022. Due to the concurrent nature of the institutional and retail subscription offering there will be no clawback from institutional allocations as seen in typical Saudi IPOs.

The Group intends to maintain a robust dividend policy and is targeting a partial dividend distribution of approximately 75% of the Net Profit attributable to parent for the six-month period ended 31 December 2022. The Group intends to pay dividends in cash and this dividend cash distribution is envisaged to take place during the six-month period ended 30 June 2023.

From 2023 onwards, the Company expects to adopt an annual dividend distribution policy and intends to distribute a minimum of 50% of Net Profit attributable to parent, to shareholders, with the intention to further distribute any cash not specifically reserved for general corporate purposes, growth investment or M&A activity. The first full year dividend from 2023 Net Profit would be payable in the six-month period ended 30 June 2024.

The Company’s ability to pay dividends is dependent on a number of factors, including the availability of distributable reserves, the Company’s capital expenditure plans, any future credit rating considerations and other cash requirements in future periods, and there is no assurance that the Company will pay dividends or, if a dividend is paid, what the amount of such dividend will be.

Any decision to declare and pay dividends in the future will be made at the discretion of the Board of Directors and will depend on, among other things, applicable laws and regulations, results of operations, financial condition, cash requirements, contractual restrictions, the Group’s future projects and plans and other factors that the Board of Directors may deem relevant. Should the Board of Directors recommend the payment of a dividend, it will be subject to the approval of the General Assembly.

No new shares are being issued. The Offer Shares are existing ordinary shares and are being offered for sale by the Selling Shareholder. The net proceeds from the Offering will be received by the Selling Shareholder. The Company will not receive any proceeds of the Offering.

Upon the successful completion of the Offering, the Selling Shareholder will be subject to a 6-month lockup period starting from Listing, during which they may not dispose of any Shares that they own. The Selling Shareholder is not currently considering selling more shares, and the Company does not currently intend to issue additional Shares after the end of the Offering.

The Company will not receive any proceeds of the Offering and the Net Proceeds of the Offering will be received by the Selling Shareholder.

The Shariah Supervision Committees of First Abu Dhabi Bank PJSC and SNB have issued pronouncements confirming that, in their view, the Offering is compliant with Shariah principles. Investors may not rely on this pronouncement and should undertake their own due diligence to ensure that the Offering is Shariah compliant for their own purposes.

Because of the lower nominal value per share of Americana Restaurants (an ADGM company), which is below the typical ten (10) SAR per share for Saudi companies. As such, the price range is set between AED 2.50/SAR 2.55 to AED 2.62/SAR 2.68 per Share, which is lower than what is typically the case for Saudi issuers undergoing an IPO process on the Saudi Exchange. Given that the number of offered shares is 2,527,089,930 ordinary shares, the low value of the share price may enhance liquidity for the offer shares in ADX and the Saudi Exchange, when compared with the prevailing values in the Saudi Exchange.

A dual listing is when a particular security is listed on more than one stock exchange – in this case, the Abu Dhabi Securities Exchange (ADX) and the Saudi Exchange. Once listed, it will be possible for investors on both exchanges to trade the Company’s shares.

A dual listing is an attractive option for Americana Restaurants because the business has a regional presence, with a significant operational footprint in the UAE and Saudi Arabia, and with major shareholders located in both markets. By listing its shares on both ADX and the Saudi Exchange, the Company expects to benefit from the increased liquidity and depth of these two leading regional capital markets.

Because the shares of the Company will be fully fungible, investors on both ADX and the Saudi Exchange will be able to transfer them between markets, providing that they are eligible to invest in each respective market and hold a National Investor Number (“NIN”) in both the UAE and Saudi Arabia and depository accounts with both ADX and Edaa (the Saudi central securities depositary). This enables investors to take advantage of greater liquidity in the shares and extended trading times.

Through the dual listing, the same Company will be listed in both the UAE and Saudi Arabia, with the shares available for trading on both ADX and the Saudi Exchange. The dual listing does not mean that a specific part of the business will be listed in either market.

Through the dual listing, the same Company will be listed in both the UAE and Saudi Arabia, with the shares available for trading on both ADX and the Saudi Exchange. The dual listing does not mean that a specific part of the business will be listed in either market. Americana Restaurants is registered and licensed to operate its business in both the UAE and Saudi Arabia, among a number of other countries.

The Company has published both a UAE Prospectus approved by the UAE Securities and Commodities Authority (SCA) and a KSA Supplement (approved by the Capital Market Authority, Saudi Arabia). Both are available on the IPO Microsite.

The Company will disclose material information in both the UAE and Saudi Arabia through the formal communication channels of ADX and the Saudi Exchange, and in full compliance with the regulations applicable to listed companies in both countries.

Should the Company pay dividends, the dividend will be paid to eligible shareholders in either AED or SAR, depending on the market in which the shares are held as of record date. Shareholders holding shares on ADX will be paid dividends in AED and shareholders holding shares on the Saudi Exchange will be paid dividends in SAR.

Yes.

Yes, the Company needs to comply with regulations for listed companies both in the UAE and in KSA, subject to the exemptions granted and other inapplicable provisions, as detailed in the UAE Prospectus and in the KSA Supplement.

See section 9 (How to subscribe – Saudi Arabia).

See section 8 (How to subscribe – UAE).

Yes, provided they have a National Investor Number (“NIN”) in the respective market and are in compliance with its requirements. An investor can apply in both the markets at the same time under a different NIN.

The combined UAE and KSA Retail Tranches will be 15% of the total offering, with the remaining 85% to be allocated to the Institutional Tranche (for Qualified Investors). However, the UAE Retail tranche can be increased before the close of the subscription period, subject to approval from the Regulators.

Yes, international institutions can elect to receive their allocation on one market or split across both.

The retail allocation process for the UAE and Saudi Arabia, respectively, will not differ from other IPOs in those markets.

The corporate management of Americana Restaurants will continue to be located in the UAE.

The Company will have one Investor Relations Officer with ultimate responsibility for both markets. The Company may appoint additional employees in one or both markets to support capacity expansion of the Investor Relations function, should this be required.

Yes, providing they meet the qualification requirements set out in the Prospectus.

Yes, providing they meet the qualification requirements set out in the Prospectus.

Americana Restaurants’ shares will be quoted in AED on ADX and in SAR on the Saudi Exchange.

Yes.

The ticker will be different in both the markets following the respective markets classification requirements. However, the trading name will be the same.

Sector classifications on both the exchanges are undertaken by independent 3rd parties and both exchanges follow different sector classification codes (i.e., ICB code for ADX and GICS (Global Industry Classification Standard) code for the Saudi Exchange). Based on evaluation of the Company by these 3rd parties, sector classification will be assigned.

All shares will hold the same economic, voting and other rights. The shares are therefore fully fungible and can be transferred between exchanges by investors who are qualified to invest in both the UAE and Saudi Arabia. Investors who wish to transfer their shares between exchanges must hold a National Investor Number (“NIN”) and depository accounts with both ADX and Edaa. The movement of shares between ADX and the Saudi Exchange is restricted to the same beneficial owners only. Please refer to the detailed transfer process including cut-off timeline provided on the IPO Microsite.

On the first day of trading, trading in Americana Restaurants’ shares is expected to commence on ADX at 11:00am UAE time, and simultaneously at 10:00am Saudi time following completion of the opening auction process in each market and to allow for a one-hour time difference. The close of trading hours on the respective exchanges will remain unchanged.

Thereafter, trading in the stock will be as per the normal trading hours of the respective exchanges. For ADX, trading in the continuous session commences at 10:00am (UAE time) and end at 3:00pm (UAE time); and for the Saudi Exchange trading in the continuous session commences at 10:00am (Saudi time) and end at 3:00pm (Saudi time). Both exchanges are closed on their local public holidays.

No. Post listing, the company’s shares will trade on the Saudi Exchange from Sunday to Thursday and on ADX from Monday to Friday, and trading will not occur on Public Holidays in the market where that Public Holiday is taking place.

The share price in both AED and SAR will be the same at the time of listing (i.e. the IPO price), after accounting for the prevailing exchange rate. Post-listing, ADX and the Saudi Exchange have different trading days and hours, trading characteristics (including trading volume and liquidity), trading currency, trading rules and investor bases. As a result of these differences, the trading price of the Shares on ADX and the Saudi Exchange may not be the same at any given time, but it is expected that the share price will be the same on both markets. The shares will be priced in AED for ADX shares and SAR for the Saudi Exchange shares.

For ADX the shares will be cleared by the clearing function of ADX and for the Saudi Exchange by the standard trade clearing and settlement process through Muqassa and Edaa. In the case of both markets, shares are cleared based on the existing process for any other listed security.

Investors opting to hold their shares through ADX need to settle in AED via one of the Joint Global Coordinators (“JGCs”) for the Institutional Tranche (Tranche 2) and pre-fund with one of the participating receiving banks in the UAE for the UAE Retail Tranche (Tranche 1). Investors opting to hold their shares through Edaa (the Saudi central securities depositary) need to settle in SAR via SNBC as lead manager for the Institutional Tranche (Tranche 2) and pre-fund with one of the participating receiving banks in Saudi Arabia for the KSA Retail Tranche (Tranche 3).

For trading on ADX, the brokerage firm will validate the following:

  • NIN;
  • Bank account number;
  • Broker details;
  • Trading account number; and
  • Availability of shares

For trading on the Saudi Exchange, the Exchange Member (broker) has the obligation to validate the following:

  • NIN;
  • Trading account number; and
  • Availability of shares (may be waived for Clients with an Independent Custodian)

The Saudi Exchange does not conduct any central pre-trade validation, it is solely the responsibility of the Executing Broker.

For standard trade settlement through Edaa, the Broker and if relevant the Custodian of the client will apply as with any other listed security on the exchange.

As a foreign company listed on the Saudi Exchange and on ADX, Americana Restaurants may be owned 100% by foreign shareholders.

If a shareholder holds shares on both ADX and the Saudi Exchange, they will be eligible to receive dividends for each share they hold on either exchange as of the record date.

The Daily Price Fluctuation Limit of ±30% (which is normally applicable to newly listed companies on the Saudi Exchange) will not apply to Americana Restaurants’ shares during the first three trading days – therefore, the price fluctuation will not be subject to any limits in the first three trading days, in alignment with what is applicable in the ADX. However, after the first three trading days, the shares listed on the Saudi Exchange and on ADX will be subject to the normal fluctuation limits that apply to all shares listed on the relevant exchange.

Before 12:00 noon UAE (11:00 Saudi Arabia), submit a “share transfer request form” to ADX directly or via broker / custodian. If the request is accepted and confirmed by Edaa, the shares will be transferred on the same day and the broker or custodian will inform the investor of the successful transfer of shares . Transfer requests placed after 12:00 noon UAE time will be processed on the next common working day . Requests placed on a Friday with ADX will be processed on the following Monday. Same day transfer will take place only on common working days of ADX and the Saudi Exchange and will not occur on Fridays, Sundays or Public Holidays for either market. Refer to the IPO Information section of the IPO Microsite for more information.

Before 11:00 Saudi Arabia (12:00 UAE), submit a “share transfer request form” to Edaa via broker / custodian. If the request is accepted and confirmed by ADX, the shares will be transferred on the same day and the broker or custodian will inform the investor of the successful transfer of shares. Transfer requests placed after 11:00am Saudi time will be processed on the next common working day. Requests placed on a Sunday with the Saudi Exchange will be processed on the following Monday. Same day transfer will take place only on common working days of ADX and the Saudi Exchange and will not occur on Fridays, Sundays or Public Holidays for either market. Refer to the IPO Information section of the IPO Microsite for more information.

A request can be placed with ADX on a Friday but the transfer will happen only on the following Monday, given the Saudi Exchange is closed on Friday. Same day transfer will take place only on common working days of ADX and the Saudi Exchange and will not occur on Fridays, Sundays or Public Holidays for either market.

A request can be placed with the Saudi Exchange on a Sunday but the transfer will happen only on the following Monday, given ADX is closed on Sunday. Same day transfer will take place only on common working days of ADX and the Saudi Exchange and will not occur on Fridays, Sundays or Public Holidays for either market.

Yes. However requests to transfer shares from ADX to the Saudi Exchange must be made before 12:00 noon UAE (11:00am Saudi Arabia); and requests to transfer shares from the Saudi Exchange to ADX must be made before 11:00am Saudi Arabia (12:00 noon UAE). Same day transfer will take place only on common working days of ADX and the Saudi Exchange and will not occur on Fridays, Sundays or Public Holidays for either market.

Yes, depository accounts with both ADX and Edaa (the Saudi central securities depositary) are required.

A non-refundable fee of AED 52.5 (incl. 5% VAT) per transfer is charged by ADX and similarly a non-refundable fee of SAR 57.50 (incl. 15% VAT) per transfer is charged by Edaa. Transfer fees apply for both outbound and inbound transfers in each market.

  • The offer period for the IPO will commence on 14 November 2022 (09:00 UAE / 08:00 KSA) and will close for UAE Retail Tranche and KSA Retail Tranche subscribers on 21 November 2022 (13:00 UAE / 12:00 KSA), and for Institutional Tranche subscribers on 22 November 2022 (12:00 UAE / 11:00 KSA).
  • Final pricing will be announced on 23 November 2022.
  • Successful Institutional Tranche subscribers will be informed of their allocation on 23 November 2022 by JGCs and JBRs.
  • UAE Retail Tranche subscribers will be informed of their allocation on 30 November 2022 by ADX via SMS and KSA Retail Tranche subscribers will be informed of their allocation through the Saudi Exchange on the 23 November 2022.
  • The Company is expected to complete its ADX and Saudi Exchange listing on or around 6 December 2022, subject to completion of regulatory requirements and approvals.

The Offering of the Offer Shares is divided as follows:

The UAE Retail Tranche (1): Open to individual subscribers and other investors who do not qualify as Professional Investors. A NIN with ADX and bank account number in the UAE is required for applying for shares.

The Institutional Tranche (2): Open to all Professional Investors. All Professional Investors opting for ADX Listed Shares must hold a NIN with ADX. All Professional Investors opting for the Saudi Exchange Listed Shares must have a portfolio with the Saudi Exchange.

The KSA Retail Tranche (3): Open to individual subscribers as defined in the KSA Supplement. KSA Individual Investors, must have a bank account at a KSA Receiving Bank and be entitled to open an investment account with a capital market institution.

Please refer to the Prospectus for definition of a Professional Investor.

A Subscriber should only submit an application for Offer Shares under one Tranche in the same market (for clarity, in the UAE either in Tranche 1 or in Tranche 2 and in KSA either in Tranche 3 or in Tranche 2). In the event a Subscriber applies for subscription in more than one Tranche, the Receiving Banks and the Joint Lead Managers may deem one or both applications invalid. However, an investor can apply in both the UAE Retail Tranche and KSA Retail Tranche providing they hold a National Investor Number (“NIN”) in both the UAE and Saudi Arabia.

A Subscriber should only submit an application for Offer Shares under one Tranche. Duplicate or multiple applications within the same Tranche will be accepted and aggregated under a single NIN. In the event a Subscriber applies for subscription in more than one Tranche in the same market, the Receiving Banks, the Joint Lead Managers and the Selling Shareholders may deem one or both applications invalid.

The qualified institutional investor tranche forms 85% of the full offering, with the remaining 15% allotted to retail investors (combined of UAE Retail Tranche and KSA Retail Tranche). However, UAE Retail tranche can be increased before the close of the subscription period, subject to approval from the Regulators.

Final Offering Price will be determined based on the Institutional orders received. The final offer price and the final offering size will be announced on 23 November 2022 after the closing of institutional tranche subscriptions. Retail subscribers will subscribe at the final offer price and will be refunded excess monies in case of oversubscription and in accordance with their allocation. The final offer price is the same for all investors.

Yes.

For the UAE Retail Tranche: the minimum application size is AED 5,000, with any additional application in increments of AED 1,000. Each Subscriber in the UAE Retail Tranche will be guaranteed a minimum allocation of 1,000 Shares. There is no maximum application size for subscribers in this Tranche.

For the Institutional Tranche: the minimum application size is AED 5,000,000 for Professional Investors subscribing in the ADX Listed Shares. The minimum application size is SAR 5,000,000 for Professional Investors subscribing in the Saudi Exchange Listed Shares. There is no maximum application size for Professional Investors subscribing in the ADX Listed Shares. The application size for Professional Investors subscribing in the Saudi Exchange Listed shares is less than 5% of the total issued share capital of the Company.

For the KSA Retail Tranche: the minimum application size is 1,000 Shares with any additional application in increments of 10 or 100 Shares. The maximum application size is less than 5% of the total issued share capital of the Company for the KSA Retail Tranche.

For the UAE Retail Tranche: In case of over-subscription in the UAE Retail Tranche, 1,000 shares are initially allocated to each subscriber, and any excess in the subscribed Offer Shares will be allocated pro rata to each Subscriber’s subscription application amount based on the Final Offer Price. Applications will be scaled back on the same basis if the UAE Retail Tranche is over-subscribed. Any fractional entitlements resulting from the pro rata distribution of Offer Shares will be rounded down to the nearest whole number. Shares will be allocated in accordance with the aforementioned allotment policy, based on the Final Offer Price.

For the Institutional Tranche: Allocations within the Institutional Tranche will be determined by the Company and the Selling Shareholder, in consultation with the Joint Lead Managers (excluding HSBC Bank Middle East Limited in connection with any Offering to natural persons). It is therefore possible that Subscribers who have submitted applications in this tranche may not be allocated any Shares or that they are allocated a number of Shares lower than the number of Shares mentioned in their subscription application.

For the KSA Retail Tranche: the minimum allocation is 1,000 shares per Subscriber, and any excess in the subscribed Offer Shares will be allocated on a pro-rata basis to each Subscriber’s subscription application amount based on the Final Offer Price. In case of over-subscription in the KSA Retail Tranche, the Company cannot guarantee the minimum allocation of 1,000 Offer Shares per subscriber and, in this case, the allocation will be determined at the discretion of the Company and the Selling Shareholder and the Financial Advisors.

  • Lead Receiving Bank UAE: First Abu Dhabi Bank PJSC
  • Receiving Banks UAE: Abu Dhabi Islamic Bank PJSC and Al Maryah Community Bank LLC
  • Lead Manager KSA: SNB Capital
  • Receiving Banks KSA: Saudi National Bank, Al Rajhi Bank, Riyad Bank, Al Inma Bank and Arab National Bank

In the UAE subscription by way of:

  • Manager’s cheque payment by 12:00pm (noon) local time on 18 November 2022 (2 business days prior to the closing date)
  • Through FTS, ATM, Internet Banking, Mobile Application & Website must be made before 1:00pm on 19 November 2022 (1 business day prior to the closing date)

Subscription through participating branches before 1:00PM on 21 November 2022 (UAE Retail subscription closing date).

In KSA, subscription by way of:

  • Channels including Internet, telephone banking or automated teller machines (“ATMs”) or other electronic channels of any of the KSA Receiving Entities’ branches that offer any or all such services to their customers.
  • Retail subscribers can subscribe for the shares in the offering and settle, through the channels highlighted above, starting from 8:00AM KSA time (9:00AM UAE time) on 14 November 2022 until 12:00PM KSA time (1:00PM UAE time) on 21 November 2022 (KSA Retail subscription closing date).

Subscription for retail investors will close on 21 November 2022 at 1:00PM local time in the UAE and at 12:00 PM local time in Saudi Arabia. For institutional investors, by 12:00 PM UAE and by 11:00 AM KSA on 22 November 2022.

The book building process comprises the following steps:

  • The Company hires one or more investment banks to act, among other things as lead manager(s) who are licensed by the UAE SCA and Saudi CMA to carry out on behalf of the Company the management of the Offering, and to provide advice related to the Offering, and to coordinate with SCA and CMA and the Offering Participants and to assist the Company in determining the price range at which the security can be sold and drafting a prospectus to send out to the investors.
  • The appointed joint lead managers invite certain qualified investors, normally, but not restricted to, large-scale sophisticated buyers and fund managers, to submit bids on the number of shares that they are interested in buying and the prices that they would be willing to pay for such shares. The qualified investors’ bids are recorded in a register specifically for recording the subscription orders for the shares being offered.
  • The book is ‘built’ by listing and evaluating the aggregated demand for the share from the submitted bids. The underwriters analyze the subscription order register from the qualified investors and, based on that analysis, determine with the issuing company and its Selling Shareholder, the final price for the shares, which is termed the final offer price.
  • Shares are then allocated to the accepted qualified investors bidders, at the sole discretion of the Company and its Selling Shareholder.
  • UAE Retail Tranche subscribers – on 30 November 2022 an SMS notification will be sent regarding final allocation by ADX
  • KSA Retail Tranche subscribers – on 23 November 2022
  • Institutional Tranche subscribers – on 23 November 2022 by JGCs and JBRs

For UAE Retail Tranche, commencement of refunds related to the investment surplus to the Investors as well as commencement of dispatch of registered mail relating to allotment of shares will be communicated on 30 November 2022 for UAE Retail Tranche investors.

For KSA Retail Tranche, the lead manager will communicate retail allocation to the receiving banks on 27 November 2022, receiving banks will transfer net proceeds based on final retail allocation and refund any surplus no later than 5 December 2022.

For UAE Retail Subscribers, the Receiving Banks commit to refund the oversubscription amounts received for the Offering and any accrued profit on such amounts one day after the subscription closing until one day prior to the refund to the Subscribers, provided that the refund is made within 5 (five) working days from the date on which all allocations of Offer Shares to all Tranches are determined. Refunds to the UAE Retail Tranche subscribers will commence on 30 November 2022.

For KSA Retail Subscribers, the Receiving Banks commit to refund the oversubscription amounts received for the Offering no later than 5 December 2022.

Please contact your relationship manager at the Receiving Bank for further details.

Trading is expected to begin on or around 6 December 2022, subject to regulatory approvals. From this date, shares in the Company will be available to buy and sell.

The subscription application must be submitted by a Subscriber to any of the Receiving Banks listed in the Prospectus and the NIN with ADX and the Subscriber’s bank account number must be provided, together with payment in full for the amount it wishes to use to subscribe for the Offer Shares, which is to be paid in one of the following ways:

  • Certified bank cheque (Manager’s Cheque) drawn on a bank licensed and operating in the UAE, in favor of “Americana Restaurants International PLC – IPO”;
  • Debiting a Subscriber’s account with a Receiving Bank; or
  • Electronic subscriptions (please refer to the section on “Electronic subscription” below).

Details of the Subscriber’s bank account must be completed on the subscription application form even if the application amount will be paid by Manager’s Cheque.

The subscription amounts are accepted by the Receiving Banks using any of the following methods:

  • In cash;
  • Cheques (not certified); or

For any other mode of payment other than mentioned above, please refer to Annex 3 in the Prospectus for the details of the Receiving Bank’s participating branches.

A NIN is an investor identification number that is used by ADX through which all transactions on the exchange can be initiated included clearing, settlement and trading transaction. All subscribers to the IPO require a NIN to apply for shares.

How do I create an investor number (NIN) to subscribe to the IPO?

Investors can apply for the issuance of an investor number on ADX through one of the following service channels:

The following documents are required to issue a NIN:

Individuals:

  • Original Emirates ID card (for UAE citizens and residents holding Emirates identity)
  • Passport and ID card from the country of residence for foreigners not residing in the Emirates and an International Bank Account Number (IBAN) letter, providing that the bank account is solely in the name of the applicant and not a joint bank account

Companies:

  • A valid trade license copy (original for review )
  • Company incorporation contract
  • Company’s Board of Director members list for the last certified/audited period
  • A Letter with the list of all authorized signatories
  • International Bank Account Number (IBAN) letter

Companies incorporated in Free Zones:

  • A copy of the free zone license (original for review)
  • A list of the company’s board members for the last certified period
  • A letter with the list of authorised signatories
  • International Bank Account Number (IBAN) letter

For more information please visit www.adx.ae

Please visit the dedicated page on the Americana Restaurants IPO webpage ‘How to Subscribe’ for information on how to apply for shares through the receiving banks or ADX ePortal.

Subscribers shall submit the following documents along with their subscription application forms:

For individuals who are UAE or GCC nationals or nationals of any other country:

  • The original and a copy of a valid passport or Emirates identity card; and
  • In case the signatory is different from the Subscriber:
    • the duly notarized power of attorney held by that signatory or a certified copy by UAE-regulated persons/bodies, such as a notary public, or as otherwise duly regulated in the country;
    • the original passport/Emirates ID of the signatory for verification of signature and a copy of the original passport/Emirates ID; and
    • a copy of the passport/Emirates ID of the Subscriber for verification of signature; or
    • In case the signatory is a guardian of a minor, the following will be submitted:
    • Original and copy of the guardian’s passport/Emirates ID for verification of signature;
    • Original and copy of the minor’s passport; and
    • If the guardian is appointed by the court, original and copy of the guardianship deed attested by the court and other competent authorities (e.g. notary public).

For corporate bodies including banks, financial institutions, investment funds and other companies and establishments:

  • UAE registered corporate bodies:
    • The original and a copy of a trade license or commercial registration for verification or a certified copy by one of the following UAE-regulated persons/bodies; a notary public or as otherwise duly regulated in the country;
    • The original and a copy of the document that authorizes the signatory to sign on behalf of the subscriber and to represent the subscriber, to submit the application, and to accept the terms and conditions stipulated in the Prospectus and in the subscription form; and
    • The original and a copy of the passport/Emirates ID of the signatory.
  • Foreign corporate bodies: the documents will differ according to the nature of the corporate body and its domicile. Accordingly, please consult with the Joint Lead Managers to obtain the list of required documents.

Yes through the following platforms:

ADX

For applying through ADX ePortal Subscriptions:

Please access –
For Arabic – https://www.adx.ae/Arabic/Pages/ProductsandServices/ipo.aspx

For English – https://www.adx.ae/English/Pages/ProductsandServices/ipo.aspx

Refer to the “ADX IPO ePortal Subscription Instructions” page and follow the instructions. Click on the IPO Subscription Link provided to subscribe for the First Tranche.

Please call ADX on 800-ADX(239) for any queries on the above.

FAB

In case of any issues or support required, please contact FAB call center at +971-26161800.

ADIB

ADIB’s electronic subscription channels, including online internet banking, are accessible via ADIB’s official website https://www.adib.ae/en/Pages/Americana-Restaurants_IPO.aspx and mobile banking app. These are duly interfaced with the ADX database and are only available to ADIB account holders.

ADIB account holders will access ADIB’s electronic subscription channels with their relevant username and password and this will be deemed to be sufficient for the purposes of fulfilling the identification requirements.

ADIB account holders complete the electronic application form relevant to their tranche by providing all required details including an updated ADX NIN, an active ADIB account number, the amount they wish to subscribe for, and by selecting the designated brokerage account.

By submitting the electronic subscription form, the ADIB account holder accepts the Offering terms and conditions, authorizes ADIB to debit the amount from the respective ADIB account and to transfer the same to the IPO account in favor of the issuer account held at ADIB, as detailed in the subscription application.

ADIB account holders with a successful subscription automatically receive an acknowledgement of receipt by email and have to keep this receipt until they receive the allotment notice.

Mbank

To subscribe through Mbank, download Mbank UAE app on your mobile device from Apple App store or Google Play. For instructions on the process of applying for the IPO through the app, access https://www.mbank.ae/americana/. Refer to the section “How to subscribe” for step by step guidance.

Applications for Minors can also be made through the app.

Applicants can also issue ADX NINs from the Mbank mobile app.

Subscription applications through Al Maryah Community Bank LLC will only be accepted if made by UAE residents.

Each Subscriber must submit a Subscription Application Form (for Individual Subscribers) and subscribe for a minimum of 1,000 Shares and a maximum value less than 5% of the total issued share capital of the Company. No change or withdrawal of the subscription application forms shall be permitted once the subscription application form has been submitted.

Subscription application forms will be available during the Offering period on the websites of the Receiving Banks in Saudi Arabia. Subscription application forms shall be completed in accordance with the instructions mentioned below. Individual Subscribers can subscribe through the Internet, telephone banking or ATMs of any of the Receiving Banks branches in Saudi Arabia that offer any or all such services to customers, provided that the following requirements are satisfied:

  • The individual Subscriber must have a bank account at a Receiving Bank in Saudi Arabia which offers such services.
  • No changes have been made to the personal information or data of the individual Subscriber since their subscription in a recent offering; and
  • An individual Subscriber who is not a Saudi or GCC national must have an account at one of the capital market institutions which offers such services.

A signed Subscription application form represents a legally binding agreement between the Company and the relevant individual Subscriber submitting the application to the Receiving Banks.

Please visit the dedicated page on the Americana Restaurants IPO webpage ‘How to Subscribe’ for information on how to apply for shares through the receiving banks or e-subscription.

Each Subscriber must submit a Subscription Application Form. No change or withdrawal of the subscription application forms shall be permitted once the subscription application form has been submitted.

Subscription Application Forms (for Individual Subscribers) should be submitted during the Offering Period and accompanied, where applicable, with the following documents. The Receiving Agents shall verify all copies against the originals and will return the originals to the Subscriber:

  • Original and copy of the national civil identification card (Individual Subscribers).
  • Original and copy of the family identification card (when subscribing on behalf of family members).
  • Original and copy of a power of attorney (when subscribing on behalf of others).
  • Original and copy of a certificate of guardianship (when subscribing on behalf of orphans).
  • Original and copy of the divorce certificate (when subscribing on behalf of the children of a divorced Saudi woman).
  • Original and copy of the death certificate (when subscribing on behalf of the children of a widowed Saudi woman).
  • Original and copy of the birth certificate (when subscribing on behalf of the children of a divorced or widowed Saudi woman).

No.

Name  Position 
Amarpal Sandhu  Chief Executive Officer 
Harsh Bansal  Chief Financial Officer & Chief Growth Officer 
Vishal Bhatia  Chief Operating Officer (Yum Brands) 
Ramandeep Virdi  Chief Information Officer 
Oksana Staniszewska  Chief People Officer 
Dusan Folta  Chief Development Officer 

 

For more detail on the management team, please see the Prospectus.

Name  Capacity 
Mr. Mohamed Ali Rashed Alabbar  Chairman (Non-Executive) 
Dr. Abdulmalik Alhogail  Vice-chairman (Non-Executive) 
Mr. Raid Abdullah Ismail  Member (Non-Executive) 
Mr. Graham Denis Allan  Member (Independent) 
Mrs. Tracy Ann Gehlan  Member (Independent) 
Mr. Kesri Singh  Member (Non-Executive) 
Mr. Arif Abdulla Albastaki Member (Independent) 

For more detail on the Board of Directors, please see the Prospectus.

The Company believes it is a regional leader in ESG through the adoption of best-in-class principles: (1) franchisor backed adherence to environmental policies, (2) minimising waste and climate impact, (3) reduced plastic consumption, (4) commitment to employee and community welfare, (5) training and promoting career development and (6) accountable and committed management. The Company has adopted internal guidelines and policies including in respect of whistle blowers, conflicts of interest, health and safety, risk tolerance, anti-bribery and corruption and sanctions.

The Company actively engages in activities with a defined purpose of making a difference and creating an impact in the communities where it operates. Internally, this involves reducing plastic and general consumption, driving gender diversity and improving employee retention. For instance, Americana Restaurants has replaced plastic bags with paper at several of its restaurants and implemented internal policies that cover training, whistle blowing, conflicts of interest, health and safety and anti-bribery and corruption.

Externally, the Company ensures that 100% of its suppliers are compliant with the Global Food Safety Initiative standards by regularly conducting supplier compliance assessments. The Company also engages with local communities where its restaurants operate including engaging in charity funding, organizing blood donations and meal distribution to orphanages.

People with determination – Americana Restaurants’ has built certain restaurants and fitted them with specialized equipment and infrastructure to allow for determined people with hearing and speech disabilities to operate these restaurants. Employees perform functions from order taking to cooking, preparing and serving orders to customers and providing them with similar experiences to any other restaurant. The initiative began in 1994 with only one restaurant in Egypt, and it has expanded to six restaurants across three brands with over eighty determined employees. The Company intends to further grow the programme.

Dual education programme – The Company partnered with the Ministry of Education of Egypt, Helwan University, Misr Elkheir and City and Guilds to develop a dual-education cluster specialized in restaurant management and operations. This programme provides young students attending technical secondary school with a promising learning trajectory spread over three phases and seven years, aimed at attaining a level four diploma or fourth year bachelor’s degree. The dual education programme has been recognised by organizations such as United Nations Educational Scientific and Cultural Organisation, International Labour Organization, International Youth Foundation, The SHRM Blog, and has received the AIB Middle East & North Africa award for community development.

In 2022, Americana Restaurants received the Gallup Exceptional Workplace Award for the first time and was one among 12 first-time winners. The Company was one of only two companies from the Middle East & North Africa region to receive the award.

The Company empowers each brand and country to conduct CSR activities relevant to their communities. Some of those initiatives have included observing “Down Syndrome World Day” on 21 March in Saudi Arabia, celebrating “Kindness Week” in Kazakhstan by distributing meals to children, adults and orphans on occasions such as Ramadan and participating in a half marathon event in Kazakhstan to fund the charity “Courage to be First”, which supports the development of sports facilities for disabled children. The Company further finances several city sports events, among various other CSR engagements.

First Abu Dhabi Bank (FAB)

Branch name Branch Location-Area Branch Address
Business Park, Abu Dhabi Abu Dhabi Khalifa Park Al Qurm
FAB One Tower, Abu Dhabi Abu Dhabi Intersection of Shaikh Khalifa street and Baniyas street
Al Ain New Al Ain – Abu Dhabi Al Ain
Bur Dubai Dubai Abdulla Al Rostamani Building, Khalid Bin Walid Road, Bur Dubai
Khubaira Abu Dhabi Near Spinneys Khalidya Street Abu Dhabi
Jumeirah Branch Dubai Link International Building, Jumeirah Beach Road Umm suqeim
Deira Branch (ABS) Dubai Abu Baker Al Siddique Rd, Deira
Jabal Ali Branch Dubai Near Gate No.5, Adjacent to Dubai Chamber Office
RAK (LNBAD) Ras Al Khaimah FAB RAK (LNBAD) , Corniche Al Qawasim Road , Near to NMC Royal Medical Center , RAK
Fujairah Fujairah Opposite to Plaza Theatre Hamdan Bin Abdulla street
Sharjah Sharjah Al Reem Plaza, Ground floor Buheira Corniche, Sharjah
Umm Al Quwain Umm Al Quwain Building No 211, King Faisal Road Al Maidan Area, Umm Al Quwain
Ajman Ajman Lulu Center, Al Ittihad street, Downtown, Ajman
Corniche Abu Dhabi Corniche Road
Oud Al Touba Al Ain – Abu Dhabi Oud Al Touba Area, National housing loans bulding, Ali Bin Abi Talieb street, Al Ain.
Ruwais Ruwais – Abu Dhabi Central Market, ADNOC Housing Complex, Ruwaise
Al Batin Abu Dhabi Street No. 9 Next to Bateen Bus Terminal and Al Bateen Mall
Sheikh Rashid Road Branch Abu Dhabi Airport Street – Ramy Hotel Building – Abu Dhabi


Abu Dhabi Islamic Bank (ADIB)

Branch name Branch Location-Area Branch Address
Al Bateen Branch Abu Dhabi Abu Dhabi – Al Bateen king Abdulla bin AbdulAziz Al Sauod Street – near UAE Central Bank
Najda Street Branch Abu Dhabi Next to Al Mariah Mall (on the intersection of Al Najda street and Hamdan Street).
Abu Dhabi Police GHQ Branch Abu Dhabi Abu Dhabi police general head quarter- Al Saada Street, opposite Sheikh Khalifah University
Sheikh Zayed Main Branch Abu Dhabi Sheikh Rashid Bin Saeed St(Old Airport Road) opposite to Hilton Capital Grand Hotel
Abu Dhabi Judiciary Branch Abu Dhabi Al Khaleej Al Arabi Street –Judicial Department Building –Ground Floor Office (GR-A-051)
Sheikh Khalifa Energy Complex Branch Abu Dhabi Sheikh Khalifa Energy complex – Corniche Street
Marina Mall Branch Abu Dhabi Corniche Street – Marina Mall – First floor, next to Yas Perfumes
Nation Towers Branch Abu Dhabi Nation Towers Galleria – Corniche Road, First Floor
Baniyas Branch Abu Dhabi Al Mafraq –Dubai Road opposite Al Mafraq Hospital – Baniyas
Mussafah Branch Abu Dhabi Industrial Area- M9
Khalifa A City Branch Abu Dhabi Khalifa A city, street # 16/21 south west.
Shahama Branch Abu Dhabi Old Shahama area near Police Station
Al Silaa Branch Abu Dhabi West (Gharbiya) Al Sila’a Area, opposite Al Areej School
Madinat Zayed Branch Abu Dhabi West (Gharbiya) Madinat Zayed City – Western Region
Ghayathi Branch Abu Dhabi West (Gharbiya) Ghayathi Area- Western Region
Al Marfaa Branch Abu Dhabi West (Gharbiya) Al Marfaa Area – Western Region
Ruwais Mall Branch Abu Dhabi West (Gharbiya) First Floor of Ruwais Mall , Ruwais Area
Bawadi Mall Branch Al Ain Al Ain City – Al Bawadi Mall, Ground Floor, Mizyad Area
Al Ain Branch Al Ain Al Ain City – Central District – Shaikh Zayed Bin Sultan Street – Near Clock Tower
Al Yahar Branch Al Ain Al Ain City – Al Yahar Main Street
Al Qusais Branch Dubai Al Qusais Area -Al Wasl Building
Second of December Branch Dubai Jumeirah beach street, Dubai
Sheikh Zayed Road Branch Dubai Emarat Atrium Building, Sheikh Zayed Road
Nad Al Sheba Branch Dubai Avenue Mall – Nad Al Sheba – Nad Al Sheba 2 – Dubai
Dubai Internet City – Arenco Branch Dubai Arenco Tower, Dubai Internet City
Ras Al Khaimah Branch East Coast Opposite Al Manar Mall, Al Muntasir Road
Dibba Branch East Coast Sheikh Zayed Street, Opposite Dibba Police Station – Fujairah
Kalba Branch East Coast Al Wahda Street – Khamis Khalfan Al Zahmi Building – Block No:19
Al Dhaid Branch East Coast Al Dhaid Expo Center
Khorfakkan Branch East Coast Corniche Road, Banks Area
Umm Al Quwain Branch Sharjah North East Area King Faisal Street opposite Umm Al Quwain Mall
Sharjah Main Branch Sharjah North East Area Al Mussala Area opposite Etisalat building
Al Rahmania Mall Branch Sharjah North East Area Al Rahmania Mall – First Floor
Zawaya Walk Branch Sharjah North East Area Zawaya Walk Area


Al Maryah Community Bank (Mbank)

Branch name Branch Location-Area Branch Address
Al Maryah Community Bank, Innovation Hub Abu Dhabi Al Maryah Community Bank, Innovation Hub, 454 Shakbout Bin Sultan Street, Abu Dhabi, UAE
Al Maryah Community Bank, Mall of the Emirates Dubai Al Maryah Community Bank, Level 1, Ski Dubai Entrance, Mall of the Emirates, Dubai, UAE

For a detailed glossary of terms, refer to “Definitions and Abbreviations” on p.20 of the UAE Prospectus and p.10 of the KSA Supplement.