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Alinma Investment Company announces a material development related to the non-binding offer submitted by Jabal Omar Development Company
2 Ramadan 1443 AH H
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03 April 2022
G
Alinma Investment Company announces a material development related to the non-binding offer submitted by Jabal Omar Development Company (JODC) as announced on 13th September 2021 and updated on 23rd December 2021, which concerns JODC's desire to acquire the assets of Alinma Makkah Real Estate Fund (the Fund) and settle the obligations owed to the Fund in exchange for granting Shares in JODC to the Unitholders, in accordance with a specific exchange ratio. The Fund Manager and the Fund’s financial advisor (GIB Capital) have previously examined the JODC offer, and considered and reviewed the existing agreements and the results of the real estate valuation of the assets prepared by an independent real estate appraiser. And after taking the Fund Unitholders approval regarding conducting changes in the Fund’s Terms and Conditions, allowing the option of an in-kind exit, in accordance with the latest offer submitted by JODC, and taking the Capital Market Authority approval regarding the fundamental changes to the Fund terms and conditions as announced by the Fund Manager on 7th February 2022.
The Fund Manager announces that it has entered into a legally binding transaction agreement with JODC to implement the Transaction on 2nd of April 2022 (the “Binding Agreement”) pursuant to which the parties have agreed to fully settle all obligations and liabilities related to the Fund through the issuance of two hundred twenty-five million and one hundred thirty-four thousand and one hundred sixty-two (225,134,162) new shares in JODC to the Fund unitholders pursuant to the determined exchange ratio being 0.4423 new shares in the Company for every unit of the Fund (excluding JODC in its capacity as a unitholder in the Fund), through a capital increase of the share capital of JODC from nine billion two hundred ninety-four million Saudi Riyals (SAR 9,294,000,000) to eleven billion five hundred forty-five million three hundred forty-one thousand and six hundred twenty Saudi Riyals (SAR 11,545,341,620). In exchange for the issuance of the New Shares to the Fund unitholders, the Fund and/or the Fund related entities will surrender to JODC all of their rights over the assets, pursuant to the relevant Fund documents and agreements, including rights of ownership and any other rights, and all collateral and security granted by JODC to the Fund and/or the Fund related entities being released and terminated. Pursuant to the terms and conditions of the Binding Agreement, the completion of the Transaction will constitute full and final settlement of all rights and obligations of JODC and the Fund and/or the Fund related entities in relation to the Fund.
The Binding Agreement is subject to the satisfaction of a number of conditions to implement the Transaction, including, obtaining all required regulatory approvals that are required for, and in connection with, the Transaction, obtaining the approval of JODC general assembly as well as the approval of any third party whose consent is required to implement the Transaction and other terms and conditions. The main terms and conditions of the Binding Agreement can be viewed through the attached document, which was previously announced on the 23rd of December 2021.
