4. Overview of the Company and Nature of its Business
4.1 Overview of the Company
Al-Saif Stores for Development & Investment Company ‘Alsaif Gallery’ is a Saudi closed joint stock company incorporated pursuant to Ministry of Commerce Resolution No. 322/S dated 23/01/1436H (corresponding to 16/11/2014G) registered in Riyadh under Commercial Registration No. 1010111193 dated 18/12/1413H (corresponding to 09/06/1993G). The Company’s registered address is Imam Saud Bin Abdulaziz Bin Muhammad Road, Al Taawun, P.O. Box 10447, Riyadh, 11626, Kingdom of Saudi Arabia.
On 18/12/1413H (corresponding to 09/06/1993G), the Company was incorporated as a sole proprietorship owned by Suleiman bin Muhammad Alsaif under Commercial Registration No. 1010111193 dated 18/12/1413H (corresponding to 09/06/1993G). On 23/01/1436H (corresponding to 16/11/2014G), the Company was converted from a sole proprietorship into a closed joint stock company named ‘Alsaif Stores Development & Investment Holding Company (Saudi Closed Joint Stock Company)’ pursuant to the Ministry of Commerce Resolution No. 322/S, with a fully-paid capital of two million Saudi Riyals (SAR 2,000,000), divided into two hundred thousand (200,000) ordinary shares with a nominal value of ten Saudi Riyals (SAR 10) per share. Since its inception, the Company’s capital has been increased twice. The capital was first increased by virtue of the Extraordinary General Assembly resolution dated 20/02/1439H (corresponding to 09/11/2017G), from two million Saudi Riyals (SAR 2,000,000) to forty-two million Saudi Riyals (SAR 42,000,000) paid in full, divided into four million, two hundred thousand (4,200,000) ordinary shares with a nominal value of ten Saudi Riyals (SAR 10) per share. The increase of forty million Saudi Riyals (SAR 40,000,000) was covered in cash. The Company’s capital was further increased pursuant to the Extraordinary General Assembly resolution dated 15/09/1443H (corresponding to 16/04/2022G), from forty-two million Saudi Riyals (SAR 42,000,000) to three hundred and fifty million Saudi Riyals (SAR 350,000,000) paid in full, divided into thirty-five million (35,000,000) ordinary shares with a nominal value of ten Saudi Riyals (SAR 10) per share. The increase of three hundred and eight million Saudi Riyals (SAR 308,000,000) was covered through the capitalization of retained earnings. For further details about the Company’s history, see Section 4.1.2 “Corporate History and Evolution of Capital”
of this Prospectus.
The current capital of the Company is three hundred and fifty million Saudi Riyals (SAR 350,000,000) divided into thirty-five million (35,000,000) ordinary shares with a nominal value of ten Saudi Riyals (SAR 10) per share.
The Company operates in the home appliances and Kitchenware retail sector, where it runs fifty-eight (58) Alsaif Gallery- branded stores spread over twenty-nine (29) cities in the Kingdom as of 31 March 2022G. It also has an online store targeting customers inside the Kingdom and in GCC countries. Through its stores, the Company aims to fulfill customer needs for home appliances and Kitchenware such as small home appliances, Kitchenware, Serveware and other home appliances.
To support its stores and supply them with products and merchandise, the Company has two warehouses in Riyadh with a total area of more than 35,000 m2.
The Company’s activities are mainly concentrated in the retail sale of home appliances and Kitchenware. In accordance with the Company’s Bylaws, the Company’s activities include:
1. Wholesale and retail trade of Kitchenware and electrical appliances.
2. Wholesale and retail trade of home and office furniture, antiques, gifts, plastics, hardware and medical furniture.
3. Wholesale and retail trade and gilding of Kitchenware.
4. Wholesale and retail trade of toiletries, perfumes, cosmetics, women’s accessories, belts, bags, other leather products, restaurant, hotel and hospital supplies, electronics, watches, heating flues, beauty tools and supplies, Home Accessories and hygienic kits.
5. Online retail sales.
6. Purchase and acquisition of properties and land to construct buildings or invest them by way of sale or lease for the Company’s benefit.
7. Development, maintenance and management of land and properties for the Company’s benefit.
8. Purchase, acquisition, investment by way of sale or lease, development, management, operation and maintenance of furnished apartments, hospitals, gardens, markets, restaurants, public parks, tourist complexes, health, recreational, tourist, industrial, residential, agricultural, sports and educational facilities, gas stations, rest areas, bakeries, stores, warehouses and automatic laundries.
9. Maintenance, cleaning, management and operation of cities, facilities, buildings, public and private establishments, markets, residential, commercial, industrial, recreational, medical, agricultural and
educational facilities, roads, dams, tunnels, bridges, water and sewage works, gas stations, airports, factories and power plants and petroleum, oil and gas pipelines and tanks.
10. Organization of permanent and temporary exhibitions.
11. General contracting (construction, repair, restoration, demolition) for buildings and general construction for road works, water and sewage works, irrigation and associated network works, electrical, mechanical, industrial and electronic works, marine works, dams, well drilling, desalination, pumping and purification of water and gas, telephone networks, hospitals, medical centers, gas and power plants, airports, factories and power plants.
12. Import and export services, marketing for third parties and commercial agencies and advertising services.
13. Architectural, civil, mechanical, electrical, agricultural and zoological contracting.
14. Marketing services for third parties and commercial agencies.
15. Basic metallurgical industry (iron, steel, non-ferrous metals).
16. Purchase and acquisition of properties and land, in addition to investing them by way of sale or lease for the Company’s benefit.
17. Establishment and organization of celebrations and festivals.
18. Other mail activities.
19. Private courier company activities.
20. Online trade.
21. Other retail sale activities via mail order houses or via the internet.
22. General warehouses holding a variety of merchandise.
23. Operation of warehousing facilities for all types of merchandise.
24. Services for shipment and distribution of merchandise in general.
25. Other warehousing activities.
The Directors declare that, as at the date of this Prospectus, there is no intention to make any fundamental change in the nature of the Company’s activity.
4.1.1 Shareholder Structure
The current capital of the Company is three hundred and fifty million Saudi Riyals (SAR 350,000,000) divided into thirty- five million (35,000,000) ordinary cash shares with a fully paid nominal value of ten Saudi Riyals (SAR 10) per share. The following table sets out the ownership structure of the Company pre-and post Offering:
Table No. (4.1): Ownership Structure of the Company Pre- and Post- Offering
# Shareholder
Pre-Offering Post-Offering
No. of Shares Overall Nominal
Value (SAR) Percentage No. of Shares Overall Nominal
Value (SAR) Percentage 1. Suleiman bin Muhammad
bin Saleh Alsaif 32,375,000 323,750,000 92.5% 21,875,000 218,750,000 62.5%
2. Heila bint Abdullah bin
Saleh Alsaif 350,000 3,500,000 1% 350,000 3,500,000 1%
3. Ahmed bin Suleiman bin
Muhammad Alsaif 350,000 3,500,000 1% 350,000 3,500,000 1%
4. Muhammad bin Suleiman
bin Muhammad Alsaif 350,000 3,500,000 1% 350,000 3,500,000 1%
5. Haitham bin Suleiman bin
Muhammad Alsaif 350,000 3,500,000 1% 350,000 3,500,000 1%
6. Muhannad bin Suleiman
bin Muhammad Alsaif 350,000 3,500,000 1% 350,000 3,500,000 1%
7. Asma bint Suleiman bin
Muhammad Alsaif 175,000 1,750,000 0.5% 175,000 1,750,000 0.5%
8. Maha bint Suleiman bin
Muhammad Alsaif 175,000 1,750,000 0.5% 175,000 1,750,000 0.5%
9. Manal bint Suleiman bin
Muhammad Alsaif 175,000 1,750,000 0.5% 175,000 1,750,000 0.5%
# Shareholder
Pre-Offering Post-Offering
No. of Shares Overall Nominal
Value (SAR) Percentage No. of Shares Overall Nominal
Value (SAR) Percentage 10. Ibtihal bint Suleiman bin
Muhammad Alsaif 175,000 1,750,000 0.5% 175,000 1,750,000 0.5%
11. Alaa bint Suleiman bin
Muhammad Alsaif 175,000 1,750,000 0.5% 175,000 1,750,000 0.5%
12. Public - - - 10,500,000 105,000,000 30%
Total 35,000,000 350,000,000 100% 35,000,000 350,000,000 100%
Source: The Company.
The following table sets out the names of the Company’s direct and indirect Substantial Shareholders pre- and post- Offering:
Table No. (4.2): Direct and Indirect Substantial Shareholders of the Company Pre-and Post-Offering
# Shareholder
Pre-Offering Post-Offering
No. of
Shares Overall Nominal
Value (SAR) Percentage No. of
Shares Overall Nominal
Value (SAR) Percentage 1. Suleiman bin Muhammad bin Saleh Alsaif* 32,375,000 323,750,000 92.5% 21,875,000 218,750,000 62.5%
Total 32,375,000 323,750,000 92.5% 21,875,000 218,750,000 62.5%
* All shares held by Suleiman bin Muhammad bin Saleh Alsaif in the Company are direct shareholdings, and there are no indirect shareholdings.
Source: The Company.
4.1.2 Corporate History and Evolution of Capital
A. Incorporation (1993G)On 18/12/1413H (corresponding to 09/06/1993G), the Company was incorporated as a sole proprietorship owned by Suleiman bin Muhammad Alsaif under Commercial Registration No. 1010111193 dated 18/12/1413H (corresponding to 09/06/1993G).
B. Conversion (2014G)
On 23/01/1436H (corresponding to 16/11/2014G), the Company was converted from a sole proprietorship into a closed joint stock company named ‘Al-Saif Stores for Development & Investment Holding Company (Saudi Closed Joint Stock Company)’, with a fully paid capital of two million Saudi Riyals (SAR 2,000,000), divided into two hundred thousand (200,000) ordinary shares with a nominal value of ten Saudi Riyals (SAR 10) per share. The following table sets out the Company’s ownership structure upon conversion to a closed joint stock company:
Table No. (4.3): The Company’s Ownership Structure upon Conversion into a Closed Joint Stock Company
# Shareholder No. of Shares Nominal Value per
Share (SAR) Overall Nominal
Value (SAR) Shareholding (%)
1. Suleiman bin Muhammad bin Saleh Alsaif 185,000 10 1,850,000 92.5%
2. Heila bint Abdullah bin Saleh Alsaif 2,000 10 20,000 1%
3. Ahmed bin Suleiman bin Muhammad Alsaif 2,000 10 20,000 1%
4. Muhammad bin Suleiman bin Muhammad
Alsaif 2,000 10 20,000 1%
5. Haitham bin Suleiman bin Muhammad Alsaif 2,000 10 20,000 1%
6. Muhannad bin Suleiman bin Muhammad Alsaif 2,000 10 20,000 1%
7. Asma bint Suleiman bin Muhammad Alsaif 1,000 10 10,000 0.5%
8. Maha bint Suleiman bin Muhammad Alsaif 1,000 10 10,000 0.5%
9. Manal bint Suleiman bin Muhammad Alsaif 1,000 10 10,000 0.5%
# Shareholder No. of Shares Nominal Value per
Share (SAR) Overall Nominal
Value (SAR) Shareholding (%)
10. Ibtihal bint Suleiman bin Muhammad Alsaif 1,000 10 10,000 0.5%
11. Alaa bint Suleiman bin Muhammad Alsaif 1,000 10 10,000 0.5%
Total 200,000 - 2,000,000 100%
Source: The Company.
C. Capital Increase (2017G)
On 20/02/1439H (corresponding to 09/11/2017G), the capital was increased from two million Saudi Riyals (SAR 2,000,000) to forty-two million Saudi Riyals (SAR 42,000,000) paid in full, divided into four million, two hundred thousand (4,200,000) ordinary shares with a nominal value of ten Saudi Riyals (SAR 10) per share.
The increase of forty million Saudi Riyals (SAR 40,000,000) was covered in cash. The following table sets out the ownership structure of the Company following this capital increase:
Table No. (4.4): The Company’s Ownership Structure as of 20/02/1439H (corresponding to 09/11/2017G)
# Shareholder No. of Shares Nominal Value per
Share (SAR) Overall Nominal
Value (SAR) Shareholding (%)
1. Suleiman bin Muhammad bin Saleh Alsaif 3,885,000 10 38,850,000 92.5%
2. Heila bint Abdullah bin Saleh Alsaif 42,000 10 420,000 1.0%
3. Ahmed bin Suleiman bin Muhammad Alsaif 42,000 10 420,000 1.0%
4. Muhammad bin Suleiman bin Muhammad Alsaif 42,000 10 420,000 1.0%
5. Haitham bin Suleiman bin Muhammad Alsaif 42,000 10 420,000 1.0%
6. Muhannad bin Suleiman bin Muhammad Alsaif 42,000 10 420,000 1.0%
7. Asma bint Suleiman bin Muhammad Alsaif 21,000 10 210,000 0.5%
8. Maha bint Suleiman bin Muhammad Alsaif 21,000 10 210,000 0.5%
9. Manal bint Suleiman bin Muhammad Alsaif 21,000 10 210,000 0.5%
10. Ibtihal bint Suleiman bin Muhammad Alsaif 21,000 10 210,000 0.5%
11. Alaa bint Suleiman bin Muhammad Alsaif 21,000 10 210,000 0.5%
Total 4,200,000 10 42,000,000 100%
Source: The Company.
D. Capital Increase (2022G)
On 15/09/1443H (corresponding to 16/04/2022G), the Company’s capital was further increased from forty- two million Saudi Riyals (SAR 42,000,000) to three hundred and fifty million Saudi Riyals (SAR 350,000,000) paid in full, divided into thirty-five million (35,000,000) ordinary shares with a nominal value of ten Saudi Riyals (SAR 10) per share. The increase of three hundred and eight million Saudi Riyals (SAR 308,000,000) was covered through the capitalization of retained earnings. The following table sets out the ownership structure of the Company following this capital increase:
Table No. (4.5): The Company’s Ownership Structure as of 15/09/1443H (corresponding to 16/04/2022G)
# Shareholder No. of Shares Nominal Value per
Share (SAR) Overall Nominal
Value (SAR) Shareholding (%)
1. Suleiman bin Muhammad bin Saleh Alsaif 32,375,000 10 323,750,000 92.5%
2. Heila bint Abdullah bin Saleh Alsaif 350,000 10 3,500,000 1.0%
3. Ahmed bin Suleiman bin Muhammad Alsaif 350,000 10 3,500,000 1.0%
4. Muhammad bin Suleiman bin Muhammad Alsaif 350,000 10 3,500,000 1.0%
5. Haitham bin Suleiman bin Muhammad Alsaif 350,000 10 3,500,000 1.0%
6. Muhannad bin Suleiman bin Muhammad Alsaif 350,000 10 3,500,000 1.0%
7. Asma bint Suleiman bin Muhammad Alsaif 175,000 10 1,750,000 0.5%
8. Maha bint Suleiman bin Muhammad Alsaif 175,000 10 1,750,000 0.5%
9. Manal bint Suleiman bin Muhammad Alsaif 175,000 10 1,750,000 0.5%
10. Ibtihal bint Suleiman bin Muhammad Alsaif 175,000 10 1,750,000 0.5%
11. Alaa bint Suleiman bin Muhammad Alsaif 175,000 10 1,750,000 0.5%
Total 35,000,000 10 350,000,000 100%
Source: The Company.
4.1.3 Ownership Structure of the Company
The following figure illustrates the Company’s ownership structure:
Figure No. (3): Ownership Structure of the Company
Al-Saif Stores for Development
& Investment Company
92.5%
1.0%
1.0%
1.0%
1.0%
1.0%
100%
0.5%
0.5%
0.5%
0.5%
0.5%
Ahmed Suleiman Muhammad Alsaif Muhammad Suleiman
Muhammad Alsaif Manal Suleiman
Muhammad Alsaif Alaa Suleiman
Muhammad Alsaif Asma Suleiman
Muhammad Alsaif Suleiman Muhammad
Saleh Alsaif Muhannad Suleiman
Muhammad Alsaif
Haitham Suleiman Muhammad Alsaif Heila Abdullah
Saleh Alsaif Maha Suleiman
Muhammad Alsaif Ibtihal Suleiman
Muhammad Alsaif
Alsaif Gallery Trading - a Single-Person Limited Liability Company
(UAE) Source: The Company.
4.1.4 Subsidiary
The Company has a sole subsidiary, Alsaif Gallery Trading, a single-person limited liability company. The Subsidiary was incorporated in Abu Dhabi, UAE, with a capital of ten thousand UAE dirhams (AED 10,000), divided into ten (10) shares with equal nominal value of one thousand UAE dirhams (AED 1,000) per share. It is a wholly owned subsidiary of the Company.
As at the date of this Prospectus, work is underway to register the Subsidiary in the Abu Dhabi commercial registry. For the purpose of measuring the materiality of the Company’s Subsidiary, the Company and the Financial Advisor have taken into account the impact of the Subsidiary on investment in the Company’s Offer Shares and their price, including, but not limited to, whether they constitute 5% or more of the Company’s total assets, liabilities, revenue, profits, or contingent liabilities of the Company. In consideration of the foregoing, the Subsidiary is not considered as material.