The information contained in this Prospectus up to its date may change. This Prospectus should not be construed as a recommendation by the company, its directors, selling shareholders, receiving agents or advisers to participate in the Offer. As of the date of this Prospectus, the Market and Strategy Consultant has given and has not withdrawn its written consent to the use of its name, logo, information and market research provided by it to the Company in the manner and format set forth herein. Prospectus.
These forward-looking statements reflect the Company's current views regarding future events, but are not guarantees of future performance.
Receiving Agents
SUMMARY OF THE OFFERING
The number of Offered Shares to be initially allocated to Participating Parties is twelve million ordinary Shares, representing one hundred percent (100%) of the total Offered Shares. Minimum number of shares offered to be applied for by each category of targeted investors. Minimum number of tenders. Maximum number of shares offered to be applied for by each category of targeted investors. Maximum number of tenders.
The number of Offer Shares to be initially allotted to the Participating Parties is twelve million Shares representing one hundred percent (100%) of the total Offer Shares.
KEY DATES AND SUBSCRIPTION PROCEDURES
How to Apply for Offer Shares
SUMMARY OF KEY INFORMATION
OVERVIEW OF RETAL URBAN DEVELOPMENT COMPANY
The company aims to be a pioneer in real estate development in the Kingdom of Saudi Arabia, building high-quality and high-end residential complexes at competitive prices. Developing residential and commercial buildings that meet the needs of the market and contribute to elevating the Saudi urban environment to the highest level, by paying close attention to details and content. The company has numerous strengths and competitive advantages that contribute significantly to its success and differentiate it from its competitors.
Simple business model that provides flexibility and facilitates growth
Integration of the development and quality control system across Retal’s subsidiaries
Well-established brand and track record
For almost a decade, Retal has been setting the standards for residential and commercial site development with a history of quality, excellence and value. Retal is at the forefront of urban innovation and progress in the Kingdom of Saudi Arabia. In recognition of its achievements, Retal has received a number of prestigious awards and market accreditations, the latest of which was the 2020G "Best Real Estate Developer in the Kingdom" award, presented by MoMRAH for the second year in a row.
These certifications best testify to Retal's industry-leading ability to deliver real estate solutions and projects of exceptional quality and value.
Highly qualified leadership and solid corporate governance
The customer experience provided by Retal is at par with global developers in terms of technology adoption, customer needs, adherence to delivery schedules and after-sales customer support. The award is in recognition of Retal's achievements and continued success in building housing units for the Nesaj Town projects in partnership with the National Housing Company.
Strong financial performance
Expand its market share in the Kingdom by providing high quality products in different market sectors
The company offers a wide range of homes, from affordable homes to luxury homes. Since its inception, the company's portfolio includes more than 7,000 properties that meet market demand in various categories. In light of the demographic trends supported by large-scale government initiatives, the Company aims to enhance its leadership position and increase its market share in the residential construction sector in the Kingdom by taking advantage of various opportunities serving different market sectors, with a primary focus on the main urban cities of Riyadh, Dammam and Jeddah, which, according to the market research, account for approximately 65.0% of the Saudi population.
Realizing a flexible and transparent management structure to guarantee coordination between the Company and its Subsidiaries and thus accelerate the decision-making process.
Achieve a flexible and transparent governance structure to ensure alignment between the Company and its Subsidiaries in order to speed up the decision-making process
Enhance digital transformation to improve business efficiency and productivity in order to improve the customer experience
Create strong brand awareness through strategic alliances and unconventional marketing methods
On 04/08/2021G, the company also entered into a strategic partnership with Alpha Capital, where it established a real estate development fund that raised more than half a billion Saudi Riyals to invest in the "Marasi Al-Khobar" project between Dammam. and Al-Khobar, as part of a strategic partnership worth 7.5 billion Saudi riyals, which contributes to the achievement of part of the company's future plans. In addition, the company aims to deliver unique value to its customers by further leveraging its existing partnerships and strategically expanding its alliances and partnerships with global brands and industry leaders to expand its product offering, expand its customer network and develop a competitive advantage over its peers to eventually achieved growth and maintained its successful position in the long term.
Ensure adherence to high quality standards
Develop and attract outstanding talent
2014G The company launched its first residential projects under the “Ewan” brand targeting the middle to high income segments. 2016 The company takes over Tadbeir Real Estate Company, specializing in facilities management and real estate services. 2019 MoMRAH honored the company as the best real estate developer in the Kingdom for 2019G.
2021G The company launches a real estate development fund that has raised more than half a billion Saudi Riyals to invest in the "Marasi Al-Khobar" project, located between Dammam and Al-Khobar, as part of a strategic partnership of 7, 5 billion Saudi Riyal with Alpha Capital.
MARKET OVERVIEW
OVERVIEW OF THE SAUDI ECONOMY
OVERVIEW OF THE REAL ESTATE SECTOR IN THE KINGDOM
SUMMARY OF FINANCIAL INFORMATION
Source: Financial statements for the financial years ended 31 December 2018G, 31 December 2019G, 31 December 2020G, and the audited preliminary financial statements for the period ended 30 September 2021G. 1) Gross profit margin is defined as gross profit divided by revenue, expressed as a percentage.
SUMMARY OF RISK FACTORS
Risks Related to the Company’s Activity and Operations
Risks Relating to the Company’s Properties
Risks Relating to the Market, Industry and Regulatory Environment
Risks Related to the Offer Shares
- ORGANIZATIONAL STRUCTURE AND CORPORATE GOVERNANCE 93
- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
- CAPITALIZATION AND INDEBTEDNESS 250
- WAIVERS 335
- CONSOLIDATED FINANCIAL STATEMENTS AND AUDITORS’ REPORTS 346 1- Audited consolidated financial statements for financial year 2018G, together with accompanying
- DEFINITIONS AND ABBREVIATIONS
- RISK FACTORS
- Risks Related to the Company’s Activity and Operations
- Risks Relating to the Company’s Properties .1 Risks related to real estate valuation
- Risks Relating to the Market, Industry and Regulatory Environment .1 The impact of political and economic risks on the Company’s operations
- Risks Related to the Offer Shares
- MARKET OVERVIEW
- The Kingdom’s Macroeconomic Analysis .1 Socio-Economic Overview of Saudi Arabia
- KSA Housing Overview
- Real Estate Development sector in Dammam Metropolitan Area .1 Overview
- Real Estate Development sector in Riyadh .1 Overview
- Real Estate Development sector in Jeddah .1 Overview
- Retal’s competitive positioning .1 KSA developer profile
- THE COMPANY
- Overview of the Company and its Business Activities
- Vision and Mission of the Company .1 Vision
- Competitive Advantages, Strengths and Strategies of the Company .1 Competitive Advantages and Strengths of the Company
- Overview of the Structure of the Company and Evolution of Capital
- Key Developments of the Company since Establishment
- Overview of the Structure of the Company and its Subsidiaries
- Overview of the Shareholders
- Overview of the Company’s Principal Activities
- Future Plans and Growth Opportunities .1 Land for future Development
- Certifications and Awards
- Saudization
- Business Activities or Assets outside Saudi Arabia
- Research and Development
- Management and Support Services
- Business Continuity
- ORGANIZATIONAL STRUCTURE AND CORPORATE GOVERNANCE
- Board Members and Secretary
- Board Committees
- Senior Management
- Remuneration of Directors and Senior Executives
- Corporate Governance .1 Overview
- Conflict of Interest
- Employee Shares
- MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- Introduction
- Directors’ Declaration for Financial Information
- Group Overview
67 Table (4-13): Ownership structure of Tadbeir Real Estate Company (Single Shareholder Company), on The company's entire real estate portfolio is located in the Kingdom of Saudi Arabia. Some of the company's board members are owners of real estate development companies.
Tadbeir
Table (6-1): The group includes the following subsidiaries, and the table below shows the actual ownership of the subsidiaries for the financial years ended 31 December 2018G, 2019G and 2020G and the nine-month period ended 30 September 2021G.
Nesaj
Wejha
TRS is a limited liability company registered in the Kingdom of Saudi Arabia under commercial registration number issued in Khobar dated 10 Shawwal 1442H (corresponding to 22 May 2021). TRS is mainly engaged as an estate agent in the sale of fixed and movable property, the purchase and sale of land and real estate and its division and off-plan sales activities, management and rental of (residential) real estate owned or rented, management and rental of property or rental (non-residential), real estate agent activities (real estate agencies), real estate management activities on commission, money management and maintenance of the property.
Remal
Itlalah
Basis of Preparation and Summary of Significant Accounting Policies
- Significant accounting judgments, estimates and assumptions
The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (''IFRS'') as adopted in the Kingdom of Saudi Arabia and other standards and pronouncements adopted by the Saudi Organization for Certified Public Accountants. The consolidated financial statements have been prepared on a historical cost basis, except for equity instruments and defined benefit obligations measured at fair value. The consolidated financial statements are presented in Saudi Riyal, which is also the functional currency of the Group and all values are rounded to the nearest Riyal (SAR), except when otherwise indicated.
The preparation of the Group's consolidated financial statements for special purposes requires management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosures in the company's accounts. Group and the explanation of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amounts of assets or liabilities affected in future periods.
Judgments
Control over subsidiaries
Significant influence over an associate
Estimates and assumptions
Uncertain zakat position
Impairment of inventory
Impairment of non-financial assets
Estimated cost to complete
Impairment of trade receivables
Long-term assumptions for employees’ benefits
Options for extending and terminating lease contracts
Lease Payments Discount
Backdrop of the Covid-19 pandemic
Significant Accounting Policies
Basis of consolidation
- Tadbeir Company Ltd
- Nesaj Urban Development Company
- Building Construction Company
- Wejha United Real Estate Company
The following table summarizes the financial information for the construction and development company included in its financial statements. The table also shows the summarized financial information with the book value of the group's share in the construction and development company. The table also shows the summarized financial information with the book value of the group's ownership interest in Wejha United Real Estate Company in the financial year 2020G.
Control is achieved when the group is exposed or entitled to variable returns from its involvement in the investee and has the ability to influence those returns through its power over the investee. The Group reassesses whether it controls an investee if facts and circumstances indicate that there are changes in one or more of the three elements of control. Consolidation of a subsidiary begins when the group obtains control of the subsidiary and ends when the group loses control of the subsidiary.
Assets, liabilities, income and costs in a subsidiary that is acquired or disposed of during the year are included in the consolidated accounts from the time the group obtains controlling influence until the time the group ceases to control the subsidiary. Profit or loss and each component of other comprehensive income (“OCI”) is allocated to the shareholders of the group and to the minority interests, even if this results in the minority interests having a loss. When necessary, the accounts of the subsidiaries are adjusted to bring their accounting practices into line with the group's accounting practices.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are fully eliminated on consolidation. If the Group loses control of a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resulting gain or loss is recognized in profit or loss.
Business combinations and goodwill
Current versus non-current classification
Fair value measurement
Transactions and balances
Property and equipment
A tangible fixed asset is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising from the derecognition of an asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement when the asset is derecognised. Residual values, useful lives and amortization methods of tangible fixed assets are reviewed at the end of each financial year and, if necessary, adjusted for the future.
Capital work in progress
Development properties
Investment properties
Intangible assets
