Any expenses in relation to the sale of share fractions will be paid from the proceeds of such sale. The net cash proceeds shall subsequently be distributed to the entitled ATC Shareholders pro rata each of their respective fractional entitlements to said fractions of shares within a period not exceeding Thirty (30) days from Merger Completion (as defined in the Shareholder Circular and Offer Document). The fraction of shares will be aggregated and sold on Tadawul at the then current market rate on behalf of the entitled shareholders of ATC. It should be noted that in the event that the Exchange Ratio calculation produces fractions of shares, the resulting figure will be rounded down to the closest number. It is also expected that the required procedures relating to the amendment of Arabian Shield Insurance Company commercial registration certificate and the cancellation of ATC commercial registration certificate will be completed within the timeframe set out in the key dates and milestones Timeline in the Shareholder Circular and Offer Document. It is expected that, as set out in the key dates and milestones Timeline included in the Shareholder Circular and Offer Document, the cancelation of the listing of ATC’s shares on Tadawul, the listing of the Consideration Shares and deposit of the same in the accounts of the eligible ATC Shareholders will be completed within a period not exceeding the sixth trading period after this announcement. Arabian Shield Insurance Company and ATC 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 Arabian Shield Insurance Company with respect to the Merger. Reference to the announcement of the Arabian Shield Cooperative Insurance Company (“Arabian Shield Insurance Company”) on the Saudi Stock Exchange’s (Tadawul) website on H, (corresponding to G), regarding the results of its extraordinary general meeting which included approval of its capital increase for the purpose of merging Alahli Takaful Company (“ATC”), and reference to the announcement of ATC on the Saudi Stock Exchange’s (Tadawul) website on H, (corresponding to G), regarding the expiry of the creditor objection period with no outstanding unsettled creditor objections.Īrabian Shield Insurance Company announces the effectiveness of the resolution to merge ATC in Arabian Shield Insurance Company, pursuant to which all of the assets and liabilities of ATC will be transferred to Arabian Shield Insurance Company (the “Merger”), in consideration for the issuance by Arabian Shield Insurance Company of (23,852,462) ordinary shares with a nominal value of SAR 10 per share in Arabian Shield Insurance Company in favor of ATC Shareholders (the “New Shares”) by way of increasing the paid-up capital of Arabian Shield Insurance Company from (400,000,000) Saudi riyals to (638,524,620) Saudi riyals and increasing the number of its shares from (40,000,000) shares Up to (63,852,462) fully paid shares.
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