Red Sea International Co. Announces the Conclusion of Acquisition of The Fundamental Installation for Electric Work Company Ltd. (""First Fix"")
|Introduction||With reference to the previous announcement made by Red Sea International Co. on the Saudi Exchange dated 12-06-2023, Red Sea International Co. announces that all conditions required to satisfy the transfer of 51% of First Fix under the transaction documents have been satisfied on 01-10-2023. All acquired shares have been transferred from the Sellers to Red Sea International Co. as of 01-10-23.|
|Acquisition Procedures Conclusion Date||2023-10-01 Corresponding to 1445-03-16|
|Summary of Acquisition / Purchase||"The acquisition of 51% of First Fix has been concluded on 01-10-23. The purchase price for the acquisition will be funded in two tranches, of which the first tranche has been paid at closing of the acquisition on 01-10-23. The entire payment schedule for the transaction is as follows: |
1. A sum of SAR 250,000,000 (the “Initial Consideration”) has been paid to the selling shareholders of First Fix in cash on 01-10-23. The Initial Consideration has been funded through Red Sea International Co.'s own resources; and
2. A sum of SAR 294,170,000 (the ""Deferred Consideration"") will be paid to the selling shareholders subject to the satisfaction of certain conditions precedent with respect to such Deferred Consideration. It is a condition to Red Sea International Co. maintaining its full shareholding of 51% of First Fix that this Deferred Consideration be paid in accordance with the terms of the transaction documents. Following payment of the Deferred Consideration, all conditions relating to the acquisition of 51% of First Fix will be satisfied.
Under the transaction documents, Red Sea International Co. will have the option to capitalize the debt (through the issuance of additional shares in First Fix) representing the Deferred Consideration. Any such transaction will be subject to applicable regulatory and corporate approvals.
|Related Parties||Not applicable|
|Financial Impact||The financial impact on Red Sea International Co.'s financial statements will appear in the fourth quarter of the year 2023.|
|Ownership and Legal Documents Transfer Conclusion Date||01-10-2023 corresponding to 16-3-1445H|
|Additional Information||"Through the acquisition of 51% of First Fix, Red Sea International Co. will gain a critical stream of electromechanical and civil construction capability which are crucial to to Red Sea International Co's existing clients. As an established brand in residential, industrial and commercial modular construction, this is a positive consolidation with First Fix that shares the same vision of providing comprehensive and excellent quality housing and building services while being conscious of sustainability and environmental concerns, locally and internationally. |
First Fix is a leading company in the electromechanical and civil construction sector in Saudi Arabia. First Fixt has operated as a leading contractor across the GCC region and has a strong track record financially and operationally, achieving its highest ever revenues in 2022.
First Fix will continue to be independently run and managed by its current executive and management team.
Al Rajhi Capital have acted as financial advisors for the transaction. "
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.
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