Jahez Signs SPSA to Acquire 76.56% Stake in Snoonu

Jahez International Company for Information System Technology (Jahez) announced on Wednesday that it entered into a Share Purchase and Subscription Agreement (SPSA) to acquire 76.56% of Snoonu Corporation Holding LLC, a Qatari-based technology and logistics company that operates an e-commerce and on-demand delivery platform offering food, retail, grocery, and courier services.

Under this Agreement, Jahez will:

(a) purchase 8,144,546 shares from existing Snoonu shareholders (“the Existing Shares”), representing 75% of Snoonu’s share capital; and

(b) subscribe for 723,960 new Snoonu shares, representing an additional 1.56% of Snoonu’s share capital (“the New Shares”).

Following completion of the transaction, Jahez’s total ownership in Snoonu will amount to 76.56% of Snoonu’s capital, with the remaining 23.44% held by Snoonu’s founder, Mr. Hamad Mubarak Al Hajri.

Under the terms of the Agreement, the transaction value is as follows:

(a) In connection with the purchase of existing shares, Jahez will:

1- Pay $214 million (SAR 802 million) in cash to existing Snoonu shareholders to complete the purchase of the existing shares;

2- Transfer and allocate 1,538,460 Jahez common shares, representing 0.73% of Jahez’s total capital and held as treasury shares, to Mr. Hamad Mubarak Al Hajri.

(b) Jahez will pay $20 million (SAR 75 million) to Snoonu to complete the subscription for the new shares.

The Agreement includes the customary terms, conditions and warranties provided by each party, as is customary in such transactions. Completion of the transaction remains subject to the fulfilment of several conditions, including obtaining the necessary regulatory approvals and the approval of Jahez’s Extraordinary General Assembly to use treasury shares for the purpose of share swaps, as well as other conditions stipulated in the Agreement. The relevant shares in Jahez will be allocated to Mr. Hamad Mubarak Al Hajri upon completion of the transaction, following the expiry of the statutory blackout periods stipulated in the regulations of the Capital Market Authority (CMA).

Jahez and Mr. Hamad Mubarak Al Hajri also entered into a shareholders’ agreement, which is expected to come into effect after the transaction is completed, to regulate the governance of Snoonu. Pursuant to the provisions of the shareholders’ agreement, a four-member board of directors will be formed, including three members appointed by Jahez (including the chairman) and one member appointed by Snoonu’s founder.

Jahez will finance the transaction: (1) through cash from Jahez’s own financing resources and bank facilities, and (2) through treasury shares held by Jahez.

Snoonu revenues:

2022: QAR 146 million (QAR 150 million)

2023: QAR 255 million (QAR 263 million)

2024: QAR 511 million (QAR 526 million)

Snoonu net profit:

2022: QAR 18 million (QAR 19 million) (net loss)

2023: QAR 16 million (QAR 16 million)

2024: QAR 27 million (QAR 28 million)

The Company explained that upon completion of the transaction, Jahez’s total ownership in Snoonu will reach 76.56%. The transaction is expected to result in prospects for operational integration and enhanced market integration.