Taiba Holding Company announces the signing of a memorandum of understanding for the acquisition of Al-Aqeeq Real Estate Development Company (an unlisted subsidiary) by increasing the capital of Taiba through issuing shares to a number of shareholders

Taiba Holding Company (Taiba) announces the completion of the procedures for the signing of a memorandum of understanding for the purchase of 8.1027% of the shares in Al-Aqeeq Real Estate Development Company (Al-Aqeeq Company) on 10/8 / 1438H corresponding to 8/1/2017, Mr. Abdul Aziz Al-Shubbana, Mr. Ahmed Mohammed Al-Ghamdi, Mr. Ghassan, Mr. Abdul-Razzaq Al-Rubaie, Engineer Sulaiman Saleh Al-Mudeihim, Mr. Turki Nawaf Al-Sudairy, Mr. Khalid Ali Al-Sultan, Yasser Shalabi, as the owners of 8.1027% of the shares in Al-Ageeq Company (the selling shareholders), against Issuance of new shares in Taiba to the Selling Shareholders (Al Awad Shares) by increasing the capital of Taiba (Acquisition). The Company owns 89.89% of the shares directly in Al-Aqeeq Company and 1.74% of the shares indirectly in the Company Through its ownership in the Arab Company for Tourist Areas (Arak) which owns 1.99% of the shares in Al-Aqeeq Company. The Memorandum of Understanding shall be nine (9) months from the date of signature by the parties and may be extended for a similar period or periods unless one of the parties informs the other party otherwise, one month prior to the expiry date of the Memorandum of Understanding. For the purpose of the acquisition, Al-Aqeeq has been evaluated using various valuation methods, which are based on discounted cash flows and similar companies’ remittances. The fair market value of Al-Aqiq is three billion one hundred and fifty million Saudi Riyals (SR 3,150,000,000). Accordingly, the value of the shares to be acquired Which represents 8.1027% of the shares of Al-Aqeeq Company amounting to two hundred and fifty-five million two hundred and thirty four thousand (255,234.000) Saudi Riyals. It is agreed between the parties that Taiba will increase its capital from one billion five hundred million SR (1,500,000,000) Saudi Riyals with a number of 150 million shares to one billion five hundred and seventy-two million two hundred and thirty-three thousand nine hundred and ten (1.573) (233,891) shares to be allocated to the selling shareholders to become the number of shares of the company after the capital increase of one hundred and fifty-seven million and three hundred and twenty-three thousand (157,323,891) shares, an increase of 4.88%, increasing the percentage Yeh sellers shareholders Taiba Holding Company from 24.48% to 28%. It has been agreed that the value of each of the shares to be allocated to the Selling Shareholders is SR 34 and 85 (34.85) Saudi Riyals, which have been determined in accordance with the average price of the shares of Tiba in the Saudi Stock Exchange (Tadawul) 6/2016 to 4/10/2016 Mubadala with a value of 0.60. The memorandum of understanding includes the legal and contractual arrangements necessary to start the acquisition, including the conclusion of a conditional purchase agreement between the parties and the approval of the relevant government agencies, including the approval of the Capital Market Authority and the Ministry of Commerce and Investment. Acquisition. The acquisition is a transaction involving related parties. Some of the shareholders have shares in both Taiba and Al-Aqeeq Company. Some of the board members of Taiba have an interest in the transaction as they are members of Al-Aqeeq’s board of directors, Mr. Al-Essa, Mr. Turki Nawaf Al-Sudairy, Mr. Ghassan Yasser Shalabi and Mr. Fahad Mohammed Al-Fawaz. Taiba also appointed Al Ahli Capital (NCB Capital) as financial advisor, Abu Hameed, Al Shaikh and Al-Shaqbani, in collaboration with Clifford Chance as legal counsel in connection with the acquisition. The company will announce any significant developments with respect to the acquisition in a timely manner. God bless