Initial Public Offering

DISCLAIMER – IMPORTANT

ELECTRONIC VERSIONS OF THE MATERIALS (THESE “MATERIALS”) YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE BY SPECIALIZED MEDICAL COMPANY IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS IN THE UNITED STATES, OR PERSONS RESIDENT OR LOCATED IN AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION OR WOULD REQUIRE ANY REGISTRATION OR LICENCING WITHIN SUCH JURISDICTION.

IMPORTANT: You must read the following notice carefully – it applies to all persons who access this website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the site. If you access these Materials on this website, you agree to be bound by the terms and conditions below. If you do not agree to the terms and conditions, do not access this website or view any of these Materials.

Overseas persons
Viewing the information in these Materials may be restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in certain jurisdictions. In other jurisdictions only certain categories of person may be allowed to view these Materials.

The Materials do not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, securities in the United States, Australia, Canada, South Africa, Japan or in any jurisdiction in which such an offer or solicitation would be unlawful (the “Excluded Territories”). Any securities issued in connection with an offering have not been and will not be registered under the US Securities Act of 1933, as amended, or under any applicable securities laws of any state, province, territory, county or other jurisdiction of the United States, Australia, Canada, South Africa or Japan. Accordingly, unless an exemption under relevant securities laws is applicable, any such securities may not be offered, sold, resold, taken up, exercised, renounced, transferred, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan, or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration of such securities in, the relevant jurisdiction. There will be no public offer of securities in the United States.

For persons in KSA, the Materials you are seeking to access are only addressed to and directed at persons who are “qualified investors” which has the meaning listed within in the Glossary of Defined Terms used in the Regulations and Rules of the Capital Market Authority (the “Glossary of Defined Terms”) issued by the board of the CMA pursuant to its resolution 4-11-2004 dated 20/08/1425H. (corresponding to 04/10/2004) as amended by the board of the CMA pursuant to its resolution number 3-6-2024 05/07/1445H. (corresponding to 17 January 2024). In the KSA, these Materials must not be acted upon by persons who are not Qualified Investors.

For persons in member states of the European Economic Area (each a “Relevant State”), the Materials you are seeking to access are only addressed to, and directed at, persons who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) (“Qualified Investors”). In any Relevant State, the Materials you are seeking to access are directed only at Qualified Investors and must not be acted on or relied on by persons who are not Qualified Investors. Any investment or investment activity to which these Materials relate is available in any Relevant State only to Qualified Investors, and will be engaged in only with such persons.

For persons in the United Kingdom, the Materials you are seeking to access are only addressed to, and directed at, persons who are "qualified investors" within the meaning of the Prospectus Regulation, as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented (including by the UK Prospectus Amendment Regulations 2019 and Financial Services and Markets Act 2000 (Prospectus) Regulations 2019), who: (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); (ii) fall within Article 49(2)(a) to (d) of the Order; or (iii) are otherwise persons to whom it may otherwise lawfully be communicated (all such persons being referred to as “Relevant Persons”). In the United Kingdom, the Materials you are seeking to access are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which these Materials relate is available in the United Kingdom only to Relevant Persons, and will be engaged in only with such persons.

In the United Arab Emirates (outside of the financial free zones established pursuant to UAE Federal Law No.8 of 2004): the Materials you are seeking to access are only addressed to a limited number of investors/recipients and must not be provided to any person other than the original recipient, and may not be reproduced or used for any other purpose. If you are in any doubt about the contents of these Materials, you should consult an authorised financial adviser. By accessing these Materials, the person or entity to whom it has been issued understands, acknowledges and agrees that these Materials have not been approved by or filed with the United Arab Emirates (“UAE”) Central Bank, the Securities and Commodities Authority (the “SCA”) or any other authorities in the UAE. No marketing of any financial products or services has been or will be made from within the UAE other than in compliance with the laws of the UAE and no subscription to any securities or other investments may or will be consummated within the UAE. Securities may not be marketed, offered or sold directly or indirectly to the public in the UAE without the approval of the SCA. These Materials does not constitute a public offer of securities in the UAE in accordance with the Federal Commercial Companies Law, No. 32 of 2021 (as amended or replaced from time to time) or otherwise. These Materials may be accessed in the UAE only by “professional investors” (as defined in SCA Board of Directors’ Chairman Decision No.13/R.M of 2021 (as amended from time to time)) and may not be accessed by any person other than the original recipient.

In the Dubai International Financial Centre (“DIFC”): the Materials you are seeking to access relate to an Offering which is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”). The DFSA has not approved these Materials nor has any responsibility for reviewing or verifying any document or other documents in connection with the Offering. Accordingly, the DFSA has not approved these Materials or any other associated documents nor taken any steps to verify the information set out in these Materials, and has no responsibility for it. The Offering has not been offered and will not be offered to any persons in the DIFC except on that basis that an offer is:

• an “Exempt Offer” in accordance with the Markets Rules (“MKT”) module of the DFSA Rulebook; and
• made only to persons who meet the “Deemed Professional Client” criteria set out in the Conduct of Business (“COB”) Module of the DFSA Rulebook (the “COB Module”).

These Materials must not, therefore, be delivered to, or relied on by, any other type of person. The Offering to which these Materials relate may be illiquid and/or subject to restrictions on its resale. Prospective purchasers should conduct their own due diligence on the Offering. The DFSA has not taken steps to verify the information set out in these Materials, and has no responsibility for them. If you do not understand the contents of this Offering or are unsure whether the securities to which this Offering relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser. These Materials are only addressed to and are only directed at “Deemed Professional Clients” as defined in the DFSA Rulebook, COB Module. These Materials are not directed at Retail Clients as defined in the COB Module.

In the Abu Dhabi Global Market (“ADGM”): the Materials you are seeking to access relate to an Offering which is not subject to any form of regulation or approval by the Financial Services Regulatory Authority (“FSRA”). The FSRA has not approved these Materials nor has any responsibility for reviewing or verifying any document or other documents in connection with the Offering. Accordingly, the FSRA has not approved these Materials or any other associated documents nor taken any steps to verify the information set out in these Materials, and has no responsibility for them. The shares have not been offered and will not be offered to any persons in the ADGM except on the basis that an offer is: (i) an “Exempt Offer” in accordance with the FSRA Financial Services and Markets Regulations 2015 and Markets Rules; and (ii) made only to persons who meet the “Deemed Professional Client” criteria set out in the FSRA Conduct of Business Rulebook. The FSRA has not taken steps to verify the information set out in these Materials, and has no responsibility for it. If you do not understand the contents of this Offering or are unsure whether the securities to which the Offering relates are suitable for your individual investment objectives and circumstances, you should consult an authorised financial adviser.

In relation to persons in the State of Kuwait (“Kuwait”) seeking to access the Materials, unless all necessary approvals from the Kuwait Capital Markets Authority (“KCMA”) pursuant to Law No.7 of 2010, and its executive bylaws (each as amended) (the “KCMA Rules”) together with the various resolutions, regulations, instructions and announcements pursuant thereto, or in connection therewith (regardless of nomenclature) or any other applicable law or regulation in Kuwait, have been given in respect of the marketing and sale of the investment opportunity described in these Materials, the investment opportunity may not be offered for sale, nor sold, in Kuwait.

These Materials are being provided on an exclusive basis to the specifically intended recipient (being a qualified investor for the purposes of the Qatar Financial Markets Authority (“QFMA”) or the Qatar Financial Centre Regulatory Authority) in the State of Qatar (“Qatar”), including the Qatar Financial Centre (“QFC”).

For persons in Qatar, the Offering has not been offered or sold, and will not be offered or sold or delivered, directly or indirectly, in the Qatar including the QFC, other than on the basis that an offer is made: (i) in compliance with all applicable laws and regulations of Qatar including the QFC; and (ii) through persons or corporate entities authorised and licenced to provide investment advice and/or engage in brokerage activity and/or trade in respect of foreign securities in Qatar. The Materials and/or the Offering have not been approved, registered or licensed by the Qatar Central Bank, the Qatar Financial Centre Regulatory Authority, the QFMA or any other regulator in Qatar or in the QFC. Recourse against the Company and/or the Joint Bookrunners may be limited or difficult and may have to be pursued in a jurisdiction outside Qatar (including the QFC). Any distribution of the Materials by the recipient to third parties in Qatar or in the QFC beyond the terms set out above is not authorised and shall be at the liability of such recipient.

For persons in the Sultanate of Oman (“Oman”), the Offering does not constitute and should not be construed as constituting a public offer for the sale of securities or investments in Oman, as contemplated by the Commercial Companies Law of Oman (Royal Decree No. 4/1974) or the Securities Law (Royal Decree No. 46/2022) and Ministerial Decision No.1/2009 or an offer to sell or the solicitation of any offer to buy non-Omani securities in Oman.

The Materials may not be distributed to the public in Oman and may not be reproduced or used for any other purpose or provided to any person other than the original recipient. Any distribution of the Materials by the recipient to third parties in Oman beyond the terms of this document is not authorised and shall be at the liability of such recipient. Additionally, the Information is not intended to lead to the making of any contract within the territory or under the laws of Oman.

The Company is incorporated and existing under the laws of the Kingdom of Saudi Arabia and is not authorised or licensed by any Omani governmental body to market, offer or sell securities in Oman. The Capital Market Authority of Oman and the Central Bank of Oman take no responsibility for the accuracy of the statements and information contained in this presentation or for the performance of the Company with respect to the Securities nor shall they have any liability to any person for damage or loss resulting from reliance on any statement or information contained herein. The Offering has not been and will not be filed with, reviewed or approved by the Capitals Market Authority, Central Bank of Oman or any other relevant governmental body or securities exchange in Oman.

For persons in the Kingdom of Bahrain, the Materials are only addressed to and directed at persons, who are Accredited Investors. For this purpose, an (“Accredited Investor”) means as defined in the Central Bank of Bahrain’s Rule Book:

(i)    an individual having a net worth (either singly or jointly with a spouse) of U.S.$1,000,000 or more, excluding that person's principal place of residence;
(ii)    a company, partnership, trust or other commercial undertaking which has financial assets available for investment of not less than U.S.$1,000,000; 
(iii)    a government, supranational organisation, central bank or other national monetary authority or a state organisation whose main activity is to invest in financial instruments (such as a state pension fund); or
(iv)    an individual, company, partnership, trust or other commercial undertaking that elects in writing to be treated as an accredited investor if they meet two or more of the following conditions: (a) they have carried out trading or investment transactions of significant size amounting to U.S. $ 200,000 or more over the last twelve months period; (b) their financial assets portfolio, inclusive of cash deposits and financial instruments, amounts to U.S. $ 500,000 or more; and (c) they work or have worked in the financial sector for at least one year in a professional position, which requires, or allows them to acquire, knowledge of transactions or services with comparable features and complexity to the transactions and services envisaged.

If you are not permitted to view Materials on this website or are in any doubt as to whether you are permitted to view these Materials, please exit this webpage. These Materials must not be released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, South Africa, Japan or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada, South Africa or Japan.

Basis of access
Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to buy any securities in the Company. Further, it does not constitute a recommendation by the Company or any other party to sell or buy securities in the Company.

Unless otherwise determined by the Company and permitted by applicable law and regulation, copies of these Materials are not being, and must not be, released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which offers or sales are unlawful and persons receiving such documents, (including custodians, nominees and trustees) must not distribute or send them in or into the foregoing countries. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.

If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

These materials must not be, released or otherwise forwarded, distributed or sent in or into the United States, Australia, Canada, Japan, South Africa or any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from the United States, Australia, Canada, Japan or South Africa.

General
The information contained in these Materials is not comprehensive. Although care has been taken in the preparation of the information, not all such information may be accurate and up to date in all respects and the Company accepts no responsibility to update the information contained in this website. No reliance may be placed for any purpose whatsoever on the information or opinions contained in these Materials or any other document or oral statement or on the completeness, accuracy or fairness of such information and/or opinions therein. All information is provided without any warranties of any kind and the Company and its advisers make no representations and disclaim all express and implied warranties and conditions of any kind, including, without limitation, representations, warranties or conditions regarding accuracy, timeliness, completeness, non-infringement, merchantability or fitness for any particular purpose and the Company and its advisers assume no responsibility to you or any third party for the consequences of any errors or omissions. Neither the Company nor its advisers accept any liability for any direct or indirect or consequential loss or damages of any kind resulting from any use of this website or any information contained in it. The Company accepts no responsibility for any contravention of applicable securities laws and regulations by persons as a result of false information provided by such persons.

Neither these Materials nor anything contained therein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors may only subscribe in the securities referred to in these Materials on the basis of a duly approved prospectus to be issued and published in due course (the “Prospectus”). Copies of the Prospectus will, following publication, be available from the Company’s registered office and its website at [www.smc.com.sa]. These Materials are not an offer document for the purposes of the Rules on the Offer of Securities and Continuing Obligations (OSCOs) and should not be construed as such. The CMA and the Saudi Exchange do not take any responsibility for the contents of these Materials, do not make any representations as to their accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of these Materials.

There is no guarantee that the offering will occur and you should not base your financial decisions on the Company’s intentions in relation to the offering at this stage. These Materials do not constitute a recommendation concerning the offering. Acquiring shares to which These Materials relate may expose an investor to a significant risk of losing the entire amount invested. Persons considering investment should consult an investment advisor or an authorized person specializing in advising on such investments.

Certain information in these Materials is of a historical nature and may be out of date. All historical information should be understood to speak from the date of its publication. Actual results and developments may be materially different from any opinion or expectation expressed in these Materials. In addition, past performance is no guide to future performance, whether of the Company or its securities.

Certain statements contained in the Materials available on this part of the website constitute forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in these Materials that reference past trends or activities should not be taken as a representation that such trends or activities will necessarily continue in the future. You should not place undue reliance on forward-looking statements, which speak only as of the date of the relevant document.

These Materials have been made available to you in an electronic form. You are reminded that materials transmitted via this website may be altered or changed during the process of electronic transmission and consequently the Company does not accept any liability or responsibility whatsoever in respect of any difference between the materials distributed to you in electronic format and any hard copy version. By accessing these Materials, you consent to receiving it in electronic form.

You are responsible for protecting against viruses and other destructive items. Your receipt of these Materials via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

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