Arranging and Corporate Finance

Arranging and Corporate Finance

Al Nefaie’s Corporate Finance team provides public and private companies with a full spectrum of equity and debt capital raising services, from origination and structuring to distribution and investor communications. Our professionals leverage the extensive advisory and execution experience of Al Nefaie’s business divisions to deliver bespoke strategies and proven results.

 

We help our clients to execute transactions smoothly and work on minimizing risks

If our clients plan to benefit from lower prices on acquisitions, our transactions professionals can help. From the initial assessment of the strategic value of an acquisition, valuation, and financial due diligence of the target investment, to assisting with negotiations with the counterparty, our team members can help in achieving the value that our clients seek from the deal.

Our advisory members can help with debt and equity structuring advice, deciding on alternative funding options and markets as well as assistance with the financing process including debt sizing, market selection, negotiation and documentation. Currently, changing market conditions create new and more complex challenges for the already volatile markets. Al Nefaie Corporate Finance practice advises clients of every size. From large corporations, financial institutions and governments to medium-sized corporates, we assist in identifying opportunities and execute all manner of public and private market transactions.

 

How can we help? As a financial advisor, we can support clients through

• Equity Capital Markets - Flotation and Initial Public Offerings (IPOs):

The decision to go public represents a significant milestone in the development of a company – one that will lead to more publicity, expansion of business and certainly marketing opportunities, and elevate the company’s image. How good the management of the company handles the wide range of IPO complexities can determine the success of the offering – and the company’s transition into the marketplace. That's where Al Nefaie’s IPO Services team can help. Whether our clients plan to get listed on Tadawul or the newly parallel market (Nomu), our team is focused to help pre-IPO companies meet those kind of challenges, remain ahead of the curve, and keep their businesses moving in the right direction. We support our clients through the entire IPO process. Going public is an extensive process and it includes four main stages:

• Going Public Decision
• Preparing for Going Public
• Executing the Initial Public Offering

 

Going Public Decision

 

• Why to get listed?

A decision to go public and get listed should stem from our clients’ long term strategic objectives such as seeking growth potential, value creation, and access to capital, or an exit strategy. It is a crucial decision to make. Our clients need to have a clear strategy and good understanding of the process and evaluate the impact they will have once they go public.

 

• Are our clients ready for such big decision?

Our clients evaluate their operations and their future potential from an investor's perspective. Public companies that are successful invite investor confidence, have the "right stuff" and structure to provide for profitable growth, and have a solid core business to generate shareholder value over the longer term.

 

• Will the markets be receptive and ready for our clients?

Our clients have to assess how the markets will receive their offering. The timing of the offering is critical. Timing decisions depend on economic factors, market conditions, and pricing considerations—right up to the day the securities are offered for sale. Our clients might have robust business model, successful track record, robust financials and the offering’s valuation is reasonable, yet the IPO might not be well received merely due to gloomy macro or negative market sentiment. Also, underwriters should play a crucial role in advising our clients on market readiness.

 

• Decide the impact on our clients’ operations

Before taking a decision of going public, we help our clients in assessing the impact that this change will have on them and on their operational infrastructure and decide whether they are ready to make the necessary commitment-before, during, and after the IPO process.

 

• Preparing for Going Public

 

Conduct a rigorous review of our clients’ companies before going public

Offering the market a well-prepared company not only provides the investors with an attractive investment alternative, but also gives a robust indication of how well our clients do business. Investors’ confidence is a significant factor in determining the required effort during the roadshow. Hence, conducting a rigorous review of the offered companies during the pre-IPo stage will also facilities its transaction to life as a public company.

 

Review the capital, corporate and management structure

Our experienced advisors analyze our clients’ existing capital and corporate structures. We modify existing structures and chose those that are flexible, simple and can be adapted to the changing needs of a public company over time. Also, we examine management structures including roles, responsibilities, authorities and reporting lines.

 

Arranging resources

Going public process requires a co-operation between internal and external teams. It also involved specialized skills, experience and talent. Bring together a talented team from the corporate, who could be board members, senior managers, and from outside (e.g., underwriters, lawyers, auditors, financial or tax advisers, investor relations) is a key element of a successful offering.

 

Project Management

Going public is a complex project and could be time consuming process. The execution phase can take from two to four months. It includes many activities including but not limited to preparing the preliminary offering document, finalizing the IPO prospectus, agreeing on the final valuation…etc. Many related and unrelated activities will take place during these two to three months and different parties such as third party advisers, board of directors, management and external regulators will get involved, hence a person experienced in project management can help to coordinate these activities would be required. Here we can help.

 

Develop the offering

Our clients will need to build on the research done when assessing whether the market is ready for them. This step involves making preliminary decisions about:

• The type of securities to be issued
• The number of securities to be issued
• The price at which they will be issued
• The exchanges where the securities will be traded

 

Executing the Initial Public Offering  

 

Preparing the initial Prospectus

Our clients accumulate business, financial, legal, and other information that provides potential investors with full, true, and plain disclosure of important facts about the securities getting issued. This information is presented in a preliminary prospectus document.

 

Underwriters’ due diligence

Underwriters are the first investors in any IPO. Al Nefaie as a licensed underwriter, or other third party underwriter, has to conduct a rigorous review of our clients’ business and their operations to see that the IPO prospectus provides full, true, and plain disclosure. This is a thorough process and includes discussion with senior management, inspections of significant operating facilities, and review of our clients’ themselves, their financial information, and any material agreement.

 

Apply for a stock Exchange Listing

We can take our clients to either the main Saudi market “Tadawul” or the newly parallel “Nomu” Market.

Our clients will need to complete the appropriate documentation and provide the information required by the stock exchanges to apply for a listing. Generally, this process runs parallel with the preparation of the preliminary prospectus and the underwriters' due diligence.

 

Roadshows & marketing efforts

The prospectus is, in part, a marketing document, but it is important to augment it with other marketing tools. Once the preliminary prospectus is filed, the Saudi CMA permits our clients to commence limited selling efforts. During this period, the underwriting syndicate distributes marketing materials to potential investors and solicits expressions of interest. This process typically involves developing a road show presentation and working with the underwriters to develop a green sheet (a summary of the proposed offering containing a prospectus and other information). On the road show, our clients try to sell their story to potential investors.

 

Best Pricing

Since pricing is the fair market's valuation of our clients’ companies, we and our clients should monitor market conditions and comparable companies. This activity will culminate in a round of final negotiations with the underwriter in the day or two prior to filing your final prospectus.

 

Complete and finalize the offering documents

With the final terms of the offering now complete, you update your prospectus to reflect the pricing information and address changes required to satisfy regulatory bodies.

 

The closing

The closing meeting signifies the successful completion of your offering. You receive the proceeds of your offering in exchange for shares of your company. The closing also concludes the going public process. You begin your life as a public company and assume the increased accountabilities that exist in the public domain.

 

Private Placement

Al Nefaie Investment Group provides its clients with private placement services for both Sharia compliant financing as well as equity capital raises. Al Nefaie experienced Corporate Finance team arranges and advices on early stage, growth capital, refinancing, restructuring/recapitalization and traditional buyout transactions. Our equity placement services capitalize on our wide network of clients and are carried out on a “best efforts basis”. We also assist our clients in preparing the required documentation for fundraising, including transaction teaser, term sheet, corporate valuation, and private placement memorandum. On the financing side, our strong relationships with banks and financiers allow us to provide finance placement services. These services include a review our clients’ financial positions, their funding requirements, and their ability to service the required financing, as well as support in preparing all necessary documentation.

 

Islamic Finance & Sukuk arrangement

It is crucial that finance to be aligned with the overall strategic plans of our clients. The goal behind raising capital whether it is equity or finance is to help management to deliver its ambitions. Al Nefaie’s Islamic finance advisory team has a long track record of advising companies through the cycle of developing and executing their financing strategies. Whether our clients are refinancing existing debt, funding a growth strategy, raising capital to support M&A or an IPO, or dealing with financial stress, we can support them. As of early 2017, there were US$328 billion worth of Sukuk outstanding worldwide. Sukuk issuance in 2017 increased by 45.3%, reaching $97.9 billion, up from $67.4 billion in 2016, underpinned primarily by the jumbo issuances from sovereign and private issuers in the Gulf Cooperation Council (GCC) countries.

 

How we can help

Our experienced finance advisory team helps our clients get the best finance possible through identifying the right sources of capital across the spectrum of financing products and then help you to execute them.