Page 222 - ALEF EDUCATION PR REPORT MAY 2024

5/22/24, 2:29 PM Alef Education Holding plc announces its intention to list on the Abu Dhabi Securities Exchange
providing quality education to a broad student base, and increased fiscal spending allocated to education, totalling over
15% of the UAE federal budget in 2023. This remains true across and beyond the GCC, with the MENA region allocating an
average of 4% of GDP towards education spending in 2022.
"Having already captured significant market share within the UAE market, with Alef Education providing digital education
resources to all public schools and serving approximately 40-50% of the private school market, the increased global
education spending dovetails with our well-defined growth strategy. We intend to solidify our market leadership at home and
grow our presence across our target markets through continued investment in our digital capabilities, broadening our
product offering and expanding our geographic footprint both organically and through strategic M&A.

"With an agile and asset-light business model, we are highly cash-generative and able to deliver growth with limited capital
requirements. Benefiting from an unlevered balance sheet, market-leading profitability margins, strong revenue visibility,
and trusted relationships with our customers, we are well positioned to capitalise on favourable market trends to scale our
platform, accelerate growth, and deliver sustainable value for all our stakeholders.
"Our IPO on ADX is an important milestone and natural progression in our journey to maximise our potential and become a
global EdTech leader. Supported by our transparent dividend policy, we are committed to delivering strong shareholder
returns in both the near and long term, and we look forward to welcoming new shareholders in what is an exciting new
chapter for Alef Education."
Details of the Offering
The Selling Shareholders expect to sell 20% of the total issued share capital of Alef Education (equivalent to 1,400,000,000
shares). All shares are existing shares being sold by the Selling Shareholders, Tech Nova Investment - Sole Proprietorship
L.L.C and Kryptonite Investments L.L.C and the Company will not receive any proceeds from the Offering. The Selling
Shareholders reserve the right to amend the size of the Offering and the size of any Tranche at any time prior to the end of
the subscription period at their sole discretion, subject to the applicable laws of the UAE and the approval of the SCA in the
UAE.

The Offering shall be made available to the following subscribers:
â? To individual and other investors ("Individual Subscribers") (as defined in the "UAE Prospectus") as part of the First
Tranche of the Offer which will comprise 8% of the Offer Shares, representing 112,000,000 shares.
â? To professional investors (and other investors in a number of countries outside the United States of America, including
in the UAE) as part of the Second Tranche of the Offer which will comprise 92% of the Offer Shares, representing
1,288,000,000 shares.
The First Tranche subscription period is expected to run from 28 May 2024 to 4 June 2024, with the Second Tranche
subscription period expected to run from 28 May 2024 to 5 June 2024.
The completion of the Offering and admission of the shares to listing and trading on the Main Market of the ADX is currently
expected to take place on or around 12 June 2024, subject to market conditions and obtaining relevant regulatory approvals
in the UAE, including approval of Admission from the SCA. The offering timeline is below:
Date Event
20 May 2024 Intention to list announced
28 May 2024 Price range announced
28 May 2024 First and Second tranche subscription periods begin
4 June 2024 First tranche subscription close
5 June 2024 Second tranche subscription close
6 June 2024 Final pricing announced
11 June 2024 Refunds to First tranche subscribers
12 June 2024 Expected Listing on the ADX
Pursuant to an Underwriting Agreement to be entered into between the Company, the Selling Shareholders and the Joint
Lead Managers prior to the date of listing, the shares held by the Selling Shareholders following the Listing shall be subject
to a lock-up from the date of the Underwriting Agreement up to and including 180 days from the Listing, subject to certain
terms and conditions.
The details of the Offering will be included in the UAE Prospectus and public subscription announcement (the "Public
Announcement") with respect to the First Tranche Offering and the English-language International Offering Memorandum
with respect to the Second Tranche Offering. The UAE Prospectus and the Public Announcement will be published today,
and the International Offering Memorandum is expected to be published in due course. The UAE Prospectus and the
International Offering Memorandum will be available at

First Abu Dhabi Bank PJSC has been appointed as listing advisor ("Listing Advisor"). First Abu Dhabi Bank PJSC, and EFG
Hermes UAE Limited (acting in conjunction with EFG Hermes UAE LLC) have been appointed as joint lead managers and
joint bookrunners (the "Joint Lead Managers"). First Abu Dhabi Bank PJSC has also been appointed as lead receiving bank
("Lead Receiving Bank") alongside Abu Dhabi Commercial Bank, Abu Dhabi Islamic Bank, and Al Maryah Community Bank
as receiving banks for the individual investors' tranche.
The Internal Shariah Supervision Committee of First Abu Dhabi Bank PJSC has issued a pronouncement confirming that, in
their view, the Offering is compliant with Shariah principles. Investors may not rely on this pronouncement and should
undertake their own due diligence to ensure that the Offering is Shariah compliant for their own purposes.
Dividend Policy
Alef Education intends to maintain a dividend policy designed to maximise shareholder value and reflect its strong earnings
potential and cash flow generation, while allowing it to retain sufficient capital to invest in its long-term growth (including
strategic acquisitions).
Always subject to Board of Directors, general assembly approval, and factors detailed below, Alef Education:
â? Intends to adopt a semi-annual dividend distribution policy to pay cash dividends after the Offering twice each financial
year, with an initial payment of the first-half results being paid in the fourth quarter of that year and a second payment
following second-half results being paid in the second quarter of the following calendar year.
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