Lulu Retail Holdings to Launch IPO on Abu Dhabi Securities Exchange, Offering 25% of Shares

Lulu Retail Holdings PLC (“Lulu Retail” or the “Company”), the largest and fastest-growing pan-GCC full-line retailer, today announced its intention to proceed with an Initial Public Offering (IPO) and list its shares on the Abu Dhabi Securities Exchange (ADX). Lulu Retail, incorporated as a public company limited by shares in the Abu Dhabi Global Market (ADGM), will offer 25% of its total issued shares.

Key Highlights of the Offering
A total of 2,582,226,338 ordinary shares, representing 25% of the Company’s issued shares, will be sold by Lulu International Holdings Limited, the sole shareholder.
The offering will be available to UAE Retail Investors (including eligible employees), Professional Investors, and Senior Executives of the Group.
The subscription period will open on Monday, 28 October, and close on Tuesday, 5 November.
The final offer price will be determined through a book-building process.
The Company targets a dividend pay-out ratio of 75% of annual distributable profits, paid semi-annually, with the first dividend for the six months ending 31 December 2024 expected in the first half of 2025.
The admission of shares on ADX is expected to take place on or around Thursday, 14 November.
Yusuffali M.A., Chairperson of Lulu Retail, commented:
“It is with immense pride that we announce Lulu Retail's planned IPO on ADX, bringing to market the largest pan-GCC full-line retailer by selling space, sales, and number of stores. From our founding in 1974, Lulu has exceeded expectations, now operating over 240 stores across six GCC countries. We are excited to welcome new shareholders who will share our passion for the future of Lulu.”

Saifee Rupawala, Chief Executive Officer of Lulu Retail, added:
“Lulu is synonymous with retail in the GCC. From one store in Abu Dhabi, we have grown into the region's largest retailer by market share. With our international sourcing network across 85 countries, Lulu serves over 600,000 shoppers daily. Our robust revenue growth, strong profit margins, and clear growth strategy, combined with the GCC’s $100 billion retail market opportunity, make us confident in Lulu's continued success.”

Dividend Policy and Capital Structure
Lulu Retail aims to maintain a total dividend pay-out ratio of 75% of annual distributable profits after tax, with semi-annual payments. The dividend for the six months ending 31 December 2024 is expected in the first half of 2025.

However, the payment of dividends will depend on various financial and external factors, and there is no guarantee that dividends will be paid in future periods. Any decision will be at the discretion of the Board of Directors.

Offering Details
Lulu Retail will float 25% of its total issued share capital, with 2,582,226,338 ordinary shares offered. The Selling Shareholder retains the right to amend the offering size before the end of the subscription period, subject to UAE laws and approval from the Securities and Commodities Authority (SCA).

The offering comprises three tranches:

First Tranche: UAE Retail Offering, available to UAE Retail Investors and eligible employees.
Second Tranche: Qualified Investors Offering, available to Professional Investors.
Third Tranche: Senior Executives Offering, available to eligible senior executives of the Group.
The subscription period runs from 28 October to 5 November. The offer price will be determined through a book-building process.

Upon completion, the admission of shares to ADX is expected on or around 14 November, subject to market conditions and regulatory approvals in the UAE.

The net proceeds from the offering will go to the Selling Shareholder, which currently holds 100% of Lulu Retail. All offering-related expenses will also be borne by the Selling Shareholder.

A lock-up period of 180 days after admission will apply to shares held by the Selling Shareholder and Lulu Retail following the IPO.

Advisors and Banks
Moelis & Company UK LLP DIFC Branch has been appointed as Independent Financial Advisor.
Abu Dhabi Commercial Bank PJSC, Citigroup Global Markets Limited, Emirates NBD Capital PSC, and HSBC Bank Middle East Limited have been named as Joint Global Coordinators and Joint Bookrunners.
Alrajhi Capital, EFG-Hermes UAE Limited, First Abu Dhabi Bank PJSC, Goldman Sachs International, and International Securities LLC will serve as Joint Bookrunners.
Abu Dhabi Commercial Bank PJSC and First Abu Dhabi Bank PJSC will act as Joint Lead Receiving Banks.
Dubai Islamic Bank PJSC, Emirates Islamic Bank PJSC, Emirates NBD Bank PJSC, and Mashreq Bank PSC have been appointed as Receiving Banks.
Sohar International Bank SAOG, Gulf Bank KSCP, National Investments Company KSCP, and SICO BSC (C) will act as Co-Lead Banks.

Sharia Compliance
The Internal Sharia Supervision Committee of Emirates NBD Bank PJSC has issued a Shariah pronouncement confirming the offering’s compliance with Shariah principles. However, investors are advised to conduct their own due diligence to ensure compliance.

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