SWVL // Middle East’s first $1.5 Billion Unicorn to List on Nasdaq.

With an implied, fully diluted equity value of approximately $1.5 billion, Swvl is expected to be the first $1bn plus unicorn from the Middle East to list on Nasdaq and only tech-enabled mass transit solutions company to list on any stock exchange

Swvl Inc. and Queen’s Gambit Growth Capital have announced that they have entered into a definitive agreement for a business combination that would result in Swvl becoming a publicly listed company.

Upon completion of the proposed transaction, the combined public company will be named Swvl Holdings Corp and is expected to be listed on NASDAQ under the ticker symbol “SWVL”.

This will be the second company in Nairobi Garage that will have gone public in a period of less than a year, following a similar achievement in September 2020, that saw mdundo a music platform service providing Africa with easy and affordable access of music listed at Nasdaq First North Growth Market Denmark following an oversubscribed pre-sale period that raised DKK40 million (US$6.4 million).

Market Opportunity

Swvl, co-founded by Mostafa Kandil in 2017 is transforming the $1 trillion global mass transit market.

The Company’s proprietary mobility solutions, powered by cutting-edge technology, are helping to solve mass transit supply and demand challenges in complex, emerging markets – empowering massively underserved communities with transportation solutions that are reliable, convenient, safe, and affordable.

Featuring diversified transit offerings that, in just a few short years, have evolved from daily commuting to inter-city retail travel, to Transport as a Service (“TaaS”) offerings for businesses, schools, universities and other critical service organizations, Swvl is poised to take the next step in its evolution.

With clear strategic direction, a proven management team and demonstrated business model, Swvl is ideally situated for existing and new market expansion.

Mostafa Kandil, Swvl Founder and CEO, said, “Mass transit systems in cities around the world are riddled with deficiencies, resulting in congestion, environmental concerns and reduced productivity. In certain emerging market cities, commuter round-trip wait times are often greater than 40 minutes and, in one major city, upwards of 80% of women reported that they have experienced harassment on public transport.

He also added, ^“Even in developed markets, the societal cost imposed by a lack of mass transit solutions can be staggering. In the United States, for instance, the annual cost of traffic is estimated to be $88 billion,⁴ and in many parts of the world current alternatives to mass transit are prohibitively expensive. To address these problems, we founded Swvl with a simple but ambitious goal – to empower all people to go where they want to, when they want to, and to feel comfortable doing it.”

Established Leadership Position

In just four years, Swvl has become the industry leader in mass transit across 10 cities in Egypt, Kenya, Pakistan, the UAE, Saudi Arabia, and Jordan.

In Kenya, SWVL has been a member at Nairobi Garage, since they entered the Kenyan Market in 2019. They recently became our first official member at our new space at the prestigious Delta Corner Annex.

Swvl’s gross revenue and markets have grown rapidly, with more than 1.4 million riders booking more than 46 million rides to date with thousands of drivers on Swvl’s platform.

Swvl’s established user base has a track record of loyalty, with more than 20% of inter-city riders opting to use multiple platform offerings.

Further, the Company empowers drivers in emerging markets – who frequently experience income uncertainty from existing mass transit operations – to earn approximately double that of other ride-sharing platforms.

With its TaaS offerings, Swvl has already enabled more than 100 organizations around the world to reduce costs through dynamic routing, network planning, demand estimation, fleet optimization, and other leading transit services.

With continued momentum in its TaaS offerings, the Company is well-positioned to launch its high-margin SaaS solutions for institutions that maintain their own fleet and seek further efficiencies through advanced routing and planning capabilities.

Partnership with Queen’s Gambit

The combined company will draw upon Queen’s Gambit’s distinguished team of highly successful women, each of whom are at the forefront of their respective industries, have deep investment experience, and boast proven track records of successful ventures at public companies and in governance roles.

Agility, a global supply chain leader operating in many of Swvl’s key markets, has made a significant capital commitment in Queen’s Gambit and the combined company. In addition, Zain, a leading mobile voice and data services operator with nearly 50 million active customers across many of Swvl’s current markets, has invested in the combined company.

As such, Swvl believes there may be opportunities for strategic and operational collaboration with Agility and Zain, which could accelerate its global expansion, increase user engagement and expand its SaaS/TaaS client base.

This new move has also seen Mobile Communications Company “Zain” announce that it will invest $10 million in the recent merger of “Swvl” and “Queens Gambit” companies, amounting to approximately 3 million Kuwaiti dinars.

Investment Highlights

Queen’s Gambit believes the proposed transaction with Swvl presents a compelling investment opportunity for shareholders, for a number of reasons, including:

Swvl’s Proven Track Record and Competitive Advantages:

• A demonstrated track record of exponential growth with 430% compounded annual gross revenue growth over the past four years (2017 – 2020);
• TaaS offerings that have grown gross revenue per client by 4x over the past two years with an approximately 115% net dollar retention;
• Forecasted 2021 gross revenue of $79 million through December, as compared to 2020 gross revenue of approximately $26 million;
• Forecasted gross revenue of $141 million in 2022 and $403 million in 2023;
• The business expects to achieve 15% EBITDA margin profitability over the longer term;
• The differentiated proprietary technology stack includes:
  • Dynamic routing, which reduces walk to station distances;
  • Cross utilization of vehicles, which increases rides per vehicle and helps maintain high vehicle retention rates;
  • Dynamic consumer pricing that has meaningfully grown gross revenue per user and enabled strong gross revenue retention;
  • Established data infrastructure, growth cycle, and enhanced supply economics of the platform, which creates a robust cost barrier for competitors;
• An asset-light business; and
• A seasoned team that effectively managed through COVID-19 despite months of complete lockdown in key operating markets.

SWVL to date has over 1 billion bookings across it’s markets.

Multiple Growth Levers:

• Clear strategic plan and objective to achieve ~$1bn in annual gross revenue and be operating in 20 countries on 5 continents (Africa, South America, North America, Europe & Asia) by 2025;
• Proven and compelling platform network effects – adding drivers and vehicles enables incremental route creation, reducing costs per KM through scale economics as well as walking to station distance, which attracts more users and increases willingness to pay;
• Full-portfolio expansion planned in other emerging markets, such as Latin America; and
• High margin opportunity for SaaS-led expansion across large and growing market.
  • SaaS business provides a runway for significant margin expansion and further penetration with high-value corporate, institutional and municipal clients.

Strong ESG principles:

• Affordable, convenient, and safe transportation that drives social and economic equity for all, while creating employment opportunities across emerging markets;
• Reduced congestion by an estimated 14.4 million person-hours through optimized shared mobility since inception⁵; and
• Prevention of approximately 245 million pounds of CO2 emissions since inception relative to single-rider options.⁶

Key Transaction Terms

The transaction is expected to generate gross proceeds of up to approximately $445 million, which will be used to fund and accelerate Swvl’s growth plan.

This includes a $100 million fully committed private placement of common shares of the combined company, led by Agility, Luxor, and Zain (the “PIPE”).

The implied, fully diluted equity value of the combined company is approximately $1.5 billion, assuming minimal redemptions by Queen’s Gambit’s public shareholders, with existing Swvl shareholders expected to own approximately 65% of the combined company.

Swvl’s leadership team will remain intact, with Mostafa Kandil continuing as Chief Executive Officer of the combined company, overseeing its strategic growth initiatives and expansion.

The Board of Directors of the combined company will include Mostafa Kandil, Victoria Grace and Lone Fonss Schroder, as well as six additional members to be appointed by Swvl prior to the closing, taking into account the right mix of skills, experience, diversity and viewpoints.

The Board of Directors will also establish an advisory committee, including two members of Queen’s Gambit, to focus on fostering continued diversity and inclusion as a public company.

The proposed transaction has been unanimously approved by the Boards of Directors of both Queen’s Gambit and Swvl. The transaction is expected to close in the fourth calendar quarter of 2021, subject to customary closing conditions, including the approval of Queen’s Gambit shareholders.

About Swvl

Swvl is a global tech startup based in Dubai that provides a semi-private alternative to public transportation for individuals who cannot afford or access private options.

The Company has built a parallel mass transit system offering intercity, intracity, B2B and B2G transportation in 10 megacities across Africa, Asia, and the Middle East. Swvl’s tech-enabled offerings make mobility safer, more efficient, and environmentally friendly, while still ensuring that it is accessible and affordable for everyone.

Customers can book their rides on an easy-to-use app with varied payment options and access high-quality private buses and vans that operate according to fixed routes, stations, times, and prices.

Swvl was co-founded by Mostafa Kandil, who began his career at Rocket Internet, where he launched the car sales platform Carmudi in the Philippines, which became the largest car classifieds company in the country in just six months. He then served as Rocket Internet’s Head of Operations.

In 2016, Kandil joined Careem, a ride-sharing company and the first unicorn in the Middle East. He supported the platform’s expansion into multiple new markets. Careem is now a subsidiary of Uber, based in Dubai, with operations across 100 cities and 15 countries.