| Element List | Explanation |
|---|---|
| Announcement Detail | With reference to the announcement made by Umm Al-Qura Cement Company (“UACC”) on the Saudi Exchange website on 12/04/1444H (corresponding to 06/11/2022G) about its entry into a nonbinding memorandum of understanding, UACC’s supplementary announcement on the Saudi Exchange website on 06/10/1444H (Corresponding to 26/04/2023G) on the extension of a non-binding memorandum of understanding in relation to the securities exchange transaction with City Cement Company (“CCC” or the “Company”), UACC’s supplementary announcement on the Saudi Exchange website on 07/04/1445H (Corresponding to 22/10/2023G) on the extension of a non-binding memorandum of understanding in relation to the securities exchange transaction with CCC. (CCC and UACC are referred to collectively as the “Parties” or “Companies” and individually as the “Party”) relating to a potential securities exchange transaction and including a nonbinding agreement on the structure, UACC is pleased to announce its entry into an acquisition implementation agreement with CCC on Thursday 21/04/1446H (corresponding to 24/10/2024G) (the “Implementation Agreement”) pursuant to which CCC has agreed to make an offer to UACC shareholders to acquire all shares of UACC in consideration for newly issued shares in CCC pursuant to Article (26) of the Merger and Acquisition Regulations and in accordance with the Rules on the Offer of Securities and Continuing Obligations issued by the board of the Capital Market Authority (the “CMA”), and in accordance with the conditions and provisions of the Implementation Agreement (the “Transaction”).
Based on the Exchange Ratio which is (1.11) new share in CCC in return for every share in UACC and the closing price of CCC share of (18.04) SAR as of 21/04/1446H (corresponding to 24/10/2024G) (the last trading day prior to the date of publication of this announcement), the valuation of the share price of UACC for the purposes of the Transaction is (20.06) SAR and the valuation of the total value of UACC shares for the purposes of the Transaction is (1,103,390,189.44).
Upon Transaction completion, UACC’s shareholders will own (30.40%) of CCC’s capital after the capital increase. Al Abdullatif Holding Group Company is a related party and will continue to be the sole large shareholder in CCC (with an ownership ratio of (19.7%) upon completion of the Transaction). CCC upon completing regulatory approvals will publish the Offer Document with all Transaction details. UACC’s Board will issue the Shareholders’ Circular soon after.
This announcement is not meant to be a firm intention announcement by CCC for the purposes of the Merger and Acquisition Regulations issued by the Capital Market Authority’s board, as the firm intention announcement issuance is subject to certain conditions in the Implementation Agreement relating to coordination with certain regulators to confirm certain approval requirements relating to the Transaction. The firm intention announcement will be made at a later date following the fulfilment of such conditions.
The Transaction involves a related party, as Al Abdullatif Holding Group Company is a related party according to the Merger and Acquisition Regulation as of the date of this announcement, where it owns (24.53%) of CCC’s capital. It is worth noting that Al Abdullatif Holding Group Company also owns (8.7%) of UACC’s capital.
Please review the attached file for more details about the Transaction, its terms, rationale and other details. |
| Attached Documents |  |
Umm Al-Qura Cement Company announces its entry into an implementation agreement with City Cement Company in relation to a securities exchange transaction between the two companies
