Jabal Omar signs agreement to acquire Alinma Makkah Fund by increasing capital to SR11.54 billion

Jabal Omar Development Company (the “Company”) announced that it has entered into a legally binding transaction agreement with the manager of Alinma Makkah Real Estate Fund (the “Fund”) to implement the Transaction on 02/04/2022) (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 the Company to the Fund unitholders pursuant to the determined exchange ratio being 0.442 new shares in the Company for every unit of the Fund (excluding g the Company in its capacity as a unitholder in the Fund), through a capital increase of the share capital of the Company 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) (the “New Shares”).

In exchange for the issuance of the New Shares to the Fund unitholders, the Fund and the Fund related entities will surrender to the Company 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 the Company to the Fund and 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 the Company and the Fund and 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 the Company’s 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 by the Company on the Saudi Exchange website on 23/12/2021).

This comes further to the announcement made by Jabal Omar Development Company (the “Company”) published on the Saudi Exchange website on 10/02/2022 in relation to the recent development relating to the non-binding offer submitted to the manager of Alinma Makkah Real Estate Fund (the “Fund”) regarding the full settlement of the rights and obligations of the Fund’s assets in exchange for new shares to be issued to the Fund’s unitholders in the Company (the “Transaction”), and whereas the aforementioned announcement included an extension of the period during which the binding agreement in respect of the transaction should be executed so that the agreement can be signed once the fundamental changes to the Fund terms and conditions take effect,

The Company will announce any further material developments in relation to the Transaction in a timely manner as required by the relevant laws and regulations.