Reference to the announcement of the Walaa Cooperative Insurance Company (“Walaa Insurance Company”) on the Saudi Stock Exchange’s (“Tadawul”) website on 22/02/1444H (corresponding to 18/09/2022G), regarding the results of its extraordinary general meeting which included approval of its capital increase for the purpose of merging SABB Takaful Company, and the expiry of the creditors objection period of SABB Takaful Company without SABB Takaful Company receipt of any objections from its creditors during that period.
Walaa Insurance Company announces the effectiveness of the resolution to merge SABB Takaful Company in Walaa Insurance Company, pursuant to which all of the assets and liabilities of SABB Takaful Company will be transferred to Walaa Insurance Company (the “Merger Transaction”), in consideration for Walaa Insurance Company issuing twenty million and four hundred and eighteen thousand and six hundred and nineteen (20,418,619) ordinary shares with a nominal value of ten (10) Saudi Riyals per share in Walaa Insurance Company in favor of SABB Takaful Company Shareholders who are registered in SABB Takaful Company share register at the Saudi Securities Depository Center Company (Edaa) before market opening on Sunday 27/03/1444H (corresponding to 23/10/2022G) (“Eligible SABB Takaful Company Shareholders") (the “New Shares”), by way of increasing the paid-up capital of Walaa Insurance Company from six hundred and forty-six million and three hundred and ninety-seven thousand and sixty (646,397,060) Saudi Riyals to eight hundred and fifty million and five hundred and eighty-three thousand and two hundred and fifty (850,583,250) Saudi Riyals which represents an increase in the number of shares of Walaa Insurance Company from sixty-four million and six hundred and thirty-nine thousand and seven hundred and six (64,639,706) shares to eighty-five million and fifty-eight thousand and three hundred and twenty-five (85,058,325) fully paid shares. Walaa Insurance Company and SABB Takaful Company have satisfied the Merger conditions agreed between the two companies in the Merger Agreement and set out in the Shareholder Circular and the Offer Document issued by Walaa Insurance Company with respect to the Merger Transaction.
It is expected that, as set out in the Important Dates and Milestones of Merger Transaction in the Shareholder Circular and Offer Document, the cancelation of listing of SABB Takaful Company shares on Tadawul, listing of the New Shares and deposit of the same in the accounts of the Eligible SABB Takaful Company Shareholders will be completed within a period not exceeding the sixth trading period after this announcement. It is also expected that the required procedures relating to the amendment of Walaa Insurance Company commercial registration certificate and foreign investment license and the cancellation of SABB Takaful Company commercial registration certificate will be completed within the timeframe set out in the Important Dates and Milestones of Merger Transaction in the Shareholder Circular and Offer Document.
It should be noted that in the event that the Exchange Ratio calculation produces a fractional share, the resulting figure will be rounded down to the nearest share. Walaa Insurance Company shall aggregate all fractional entitlements and sell, based on the shares market price at the time, the corresponding Walaa Insurance Company shares on behalf of all Eligible SABB Takaful Company Shareholders who would otherwise have been entitled to receive a fractional Walaa Insurance Company share in the market for cash, and subsequently distribute the net cash proceeds to such Eligible SABB Takaful Company Shareholders proportionate to their respective fractional entitlements within a period not exceeding Thirty (30) days from Merger Transaction Completion (as defined in the Shareholder Circular and Offer Document). Any expenses in relation to the sale of fractional shares, will be paid from the proceeds of such sale.