|With reference to the Capital Market Authority approval dated 03/03/1445H (corresponding to 18/09/2023G) of Arabian Shield Cooperative Insurance Company (“Company” or “Arabian Shield”) application to increase its share capital for the purpose of the merging Alinma Tokio Marine Company (“Alinma Tokio”) into Arabian Shield through a securities exchange offer, Arabian Shield would like to announce the publication of the following documents: |
1. Arabian Shield Shareholders Circular issued by Arabian Shield to its shareholders:
The Shareholders Circular is addressed to Arabian Shield shareholders and has been prepared by Arabian Shield in accordance with the requirements of Article (75) of the Rules on the Offer of Securities and Continuing Obligations in regard to the increase in the share capital of Arabian Shield with respect to the merger of Alinma Tokio into Arabian Shield in consideration for the issuance of new shares to Alinma Tokio shareholders in Arabian Shield pursuant to Articles 225, 227, 228 and 229 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations (“Merger”). The Circular includes details of the Merger, its terms and conditions and other related matters, including the procedures required to effect the Merger and the risks related to the Merger. The circular may be obtained through the following link:
And the websites of the Capital Market Authority and Arabian Shield’s financial advisor (Aljazira Capital).
The board of directors of Arabian Shield notes that all shareholders of Arabian Shield must carefully read and consider all information contained in the circular prior to making their decision on how to vote on the Merger. If in doubt as to the vote such shareholder should make at the Arabian Shield EGM, the board of directors of Arabian Shield recommends that the shareholder should consult an independent financial advisor licensed by the Capital Market Authority in relation to the Merger and relies on its own examination of the Merger with regard to the Arabian Shield shareholder's individual objectives, financial situation and needs.
2. Offer Document issued by Arabian Shield to Alinma Tokio Shareholders:
The Offer Document is issued by Arabian Shield and addressed to Alinma Tokio Shareholders and has been prepared by Arabian Shield in connection with the offer to the Merger made by Arabian Shield to Alinma Tokio Shareholders in consideration for Arabian Shield issuing new shares to Alinma Tokio Shareholders pursuant to Articles 225, 227, 228, and 229 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations. The Offer Document is prepared in accordance with the requirements in Article 38 of the Merger and Acquisition Regulations issued by the Capital Market Authority.
The Offer Document is enclosed to this announcement, and the websites of the Capital Market Authority, Arabian Shield or its financial advisor (Aljazira Capital).
Arabian Shield notes that Alinma Tokio shareholders should carefully read and consider all information contained in the Offer Document and the board circular to be issued by Alinma Tokio board prior to making their decision on how to vote on the Merger. If in doubt as to the vote such shareholder should make at the Alinma Tokio EGM, it is recommended that the shareholder should consult an independent financial advisor licensed by the Capital Market Authority.
3. Transaction Timeline
The Transaction Timeline sets out the proposed dates for the main events for the implementation of the Merger, in accordance with the requirements of Article 17(c) of the Merger and Acquisitions Regulations. The dates included therein are final – and may be altered or amended - and will depend on, among other things, any procedures or periods imposed by the relevant regulators or whether (and the dates on which) the conditions of the Merger are satisfied. A copy of the Merger Timeline is enclosed to this announcement.