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Addendum Announcement from Saudi Arabia Refineries Company in relation to the non-binding MOU with the German Saudi Industrial Company (GSIC) to acquire all of GSIC shares
| Element List | Explanation |
|---|---|
| Introduction | With reference to the announcement of the Saudi Arabia Refineries Company (the “Company”) on the Saudi Exchange’s website on 01/01/1446H (07/07/2024G) regarding the signing of a non-binding memorandum of understanding with the German Saudi Industrial Company (the “Target”) on 30/12/1445H (06/07/2024G) (the “MOU”) to acquire all of the shares in the Target through increasing the Company’s capital through the issuance of shares to the shareholders of the Target (the “Proposed Transaction”), the Company wishes to clarify some points related to the MOU to its esteemed shareholders. |
| Date of Posting the Previous Announcement of Development on Saudi Exchange’s Website | 2024-07-07 Corresponding to 1446-01-01 |
| Hyperlink to the Previous Announcement | Click Here |
| Change on the Development | The Company wishes to clarify some details about the MOU to the esteemed shareholders, as follows: Major Terms in the MOU: The parties agreed on the general parameters of the Proposed Transaction in a non-binding manner, including: 1. That the Company will acquire all the shares of the Target, in consideration of new shares to be issued by the Company to the Target’s shareholders. 2. The Proposed Transaction will be subject to certain condition precedents including obtaining the requisite CMA, the Saudi Exchange and shareholders’ approval, in addition to any conditions to be agreed in the definitive share purchase agreement. 3. The Company will conduct due diligence on the Target. 4. The parties agreed on binding confidentiality provisions, governing the exchange of information. 5. The Parties agreed on binding exclusivity, non-solicitation and other miscellaneous provisions, in line with standard terms of such MOUs. Name of Financial Advisor of Each Party: The Company appointed AlJazira Capital Company (AlJazira Capital) as a financial advisor in respect of the Proposed Transaction. The counterparty has not appointed a financial adviser. Actions to be Taken by the Company during the Memorandum’s Duration: The Proposed Transaction is subject to satisfactory completion of financial, tax and legal due diligence. The parties will also negotiate the definitive terms of the binding share purchase agreement. Approvals: The Company notes that it is necessary to obtain the official entities and Extraordinary General Assembly’s approval regarding capital increase for the purpose of acquisition. |
| Financial Impact on the change | None. |
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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Last Price 63.5
Net Change -3.4 (-5.08%)
Value Traded (Sar) 26,864,697.5
Volume Traded 418,067
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