United Cooperative Assurance Company announces signing a binding Merger Agreement with Saudi Enaya Cooperative Insurance Company

0.68 %
1444/11/12     01/06/2023 08:29:22

Element ListExplanation
Introduction With reference to the announcement of United Cooperative Assurance Company (the "Company" or "UCA" or “Merging Entity”) on Tadawul's website on 12/05/1444H (corresponding to 06/12/2022G) regarding the signing of a non-binding Memorandum of Understanding with Saudi Enaya Cooperative Insurance Company ("Enaya"), in order to evaluate a potential merger between the two companies, the Company announces that it has signed a binding merger agreement with Enaya on 11/11/1444H (corresponding to 31/05/2023G) (the "Merger Agreement") reflecting the agreement of both companies to merge through a share swap transaction, whereby UCA shall issue 0.8373985652173910 ordinary shares in UCA against each issued share in Enaya ("Exchange Ratio"), to the benefit of the entitled shareholders in Enaya (i.e., shareholders owning the shares issued in Enaya on the effective date of the Merger Transaction) as consideration for the transfer of assets and liabilities of Enaya to UCA and without any cash consideration being paid ("Merger Transaction" or "Transaction" or "Merger"), all in accordance with applicable laws, notably the Companies Law issued by the Ministry of Commerce, the regulations of the Capital Market Authority ("CMA"), including the Mergers and Acquisitions Regulations, the Rules on the Offer of Securities and Continuing Obligations, the Listing Rules, as well as the relevant regulations of the Saudi Central Bank.

Upon completion of the Merger Transaction, the rights, liabilities, assets and contracts of Enaya shall be transferred to the Merging Entity, and the Merging Entity shall become the legal successor of Enaya.

In accordance with the Merger Agreement (and provided that the Merger is approved by all relevant governmental authorities and by the Extraordinary General Assemblies of UCA and Enaya, and after the expiration of the creditors' objection period which is the first fifteen (15) days of the thirty (30) day period - at a minimum - prior to the date on which the extraordinary general assembly shall vote on the merger, or the date on which all creditors' objections to the Merger are settled (as applicable) UCA will increase its share capital by issuing nineteen million two hundred and sixty thousand one hundred and sixty-seven (19,260,167) new ordinary shares with a nominal value of ten (10) Saudi Riyals per share (the "New Shares") to Enaya's entitled shareholders based on the Exchange Ratio. The value of UCA's share capital will accordingly become five hundred and ninety-two million six hundred and one thousand six hundred and seventy (592,601,670) Saudi Riyals divided into fifty-nine million two hundred and sixty thousand one hundred and sixty-seven (59,260,167) ordinary shares, out of which nineteen million two hundred and sixty thousand one hundred and sixty-seven (19,260,167) shares representing 32.5% post capital increase will be held by the Enaya shareholders, noting that the New Shares shall be issued to the eligible shareholders in Enaya, and that the Enaya's shares listed on Tadawul will be subsequently cancelled.

UCA will announce any material developments regarding the proposed merger process, in accordance with the relevant laws and instructions. In the meantime, the Company intends to continue carrying on its business as usual until the completion of the proposed merger.

For further information, please find attached the detailed announcement.

Previous Announcement United Cooperative Assurance Co. announces signing a Memorandum of Understanding with Saudi Enaya Cooperative Insurance Co to evaluate a potential merger between the two companies
Date of Previous Announcement on Tadawul's Website 2022-12-06 Corresponding to 1444-05-12
Percentage of fulfilled achievement N/A
Event's Expected Completion Date N/A
The costs associated with the event, and if they have changed or not with indication of the reasons. N/A
Additional Information Summary of the Merger Agreement ( Attached )
Attached Documents  

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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