Arab Sea signs deal to acquire a real estate asset for SR52.5 mln

With reference to the announcement of the Arab Sea Information Systems Company (the “Company”) on the Tadawul website on Sha’ban 10, 1443 AH corresponding to March 13, 2022 AD. With regard to the Arab Sea Information Systems Company signing a non-binding memorandum with Mr. Muhammad bin Saleh Al-Suhaibani (Related Party) (the “Seller”) for the purpose of the company’s acquisition of a real estate asset owned by him in return for the issuance of shares to the seller (the owner of the real estate asset) in the company, this is for the purpose of using part of the real estate asset as the company’s headquarters. The real estate asset is located in Al-Sahafa District, north of Riyadh, plot No. 2292 of Plan No. 1863/AB, and the real estate asset consists of 23 floors (the “real estate asset”).

Arab Sea Information Systems Company announces that on Sunday 08/02/1444H (corresponding to 04/09/2022AD)The sale and purchase agreement (the “Agreement”) was signed to acquire a real estate asset with a Chairman of the Board of Directors, Mr. Mohammed bin Saleh Al-Suhaibani, with the aim of the company acquiring the entire ownership of the real estate asset for the purpose of using part of it to be the company’s headquarters by increasing the company’s capital and issuing shares in return for the benefit of The seller at the value of the real estate asset to be acquired.

It stated that the company’s market value is 890 million riyals as on September 1, while the capital before the increase is 100 million riyals to become after the increase 104.3 million riyals, and all parties have agreed that the issue price will be calculated at 120 riyals per share. _

The company said that after the completion of the acquisition process, the ownership percentage of the current shareholders will decrease from (85.999%) to (82.394%), which will affect its voting rights.

This acquisition transaction involves the presence of related parties from the members of the company’s board of directors, as the chairman of the board of directors, Muhammad bin Saleh Al-Suhaibani, has an interest in the acquisition deal, given that he is the chairman of the company’s board of directors and the property is wholly owned by him, as well as the company’s CEO and member of the board of directors Haitham bin Muhammad Salih Al-Suhaibani, considering that he is the son of the seller. Note that all related parties will abstain from voting on the decision to acquire the real estate asset.

It is noteworthy that the expiry date of the agreement will be upon the fulfillment of the preconditions in the real estate sale and purchase agreement, which must be at or before 365 days after the effective date (the date of signing the real estate sale and purchase agreement).

The ownership percentage of the company listed in (the asset to be purchased) after the issuance of the shares will be 100%, and the ownership percentage of the partners to whom new shares will be issued after the end of the acquisition process will be 17.606%.

This acquisition transaction involves the presence of related parties from the members of the company’s board of directors, as the chairman of the board, Mr. Mohammed bin Saleh Al-Suhaibani, has an interest in the acquisition deal, given that he is the chairman of the company’s board of directors and the property is wholly owned by him, as well as the company’s CEO and member of the board of directors, Mr. / Haitham bin Muhammad Salih Al-Suhaibani, considering that he is the son of the seller. Noting that all related parties will abstain from voting on the decision to acquire the real estate asset.

Agreement Termination Terms:

Both parties have the right to terminate the agreement before its expiration in the case of:

1- Violation by either party of its obligations without correcting the violation within 30 days from the date on which it was notified by the other party that the violation must be corrected.

2- The information and documents mentioned in the agreement are incorrect.

3- A lawsuit, an ongoing investigation by any government agency, a change in existing legislation, or any measure that prevents the implementation of the Agreement or makes it illegal.

Approvals:

1- Obtaining the approval of the Capital Market Authority regarding the acquisition transaction and circulating the shareholders.

2- Obtaining the approval of the Stock Exchange (Tadawul) for the listing of the new shares resulting from the capital increase.

3- Obtaining the approval of the company’s Extraordinary General Assembly, in accordance with the provisions of the Companies Law and the rules for offering securities and continuing commitments.

4- Obtaining the necessary approvals in connection with the acquisition deal from the Ministry of Commerce.

5- Obtaining any other necessary approvals related to the acquisition transaction