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The United International Transportation Company (Budget Saudi) announces the signing of the share purchase and share subscription agreement to fully acquire Al-Jazeera Equipment Company Limited by way of a capital increase through the issuance of new shares to the selling shareholder of Al-Jazeera Equipment Company Limited
| Element List | Explanation |
|---|---|
| Introduction | With reference to The United International Transportation Company's ("Budget Saudi") announcement dated 08/02/1445 (corresponding to 24/08/2023) in relation to signing a non-binding memorandum of understanding between Budget Saudi and Saudi Economic and Development Holding Company (“SEDCO”) for the sale and purchase of shares representing 100% of the capital of Al Jazira Equipment Company Limited ("AutoWorld") by way of a share swap through United International Transportation Company (Budget Saudi)’s wholly owned subsidiary Al Jozoor Al Rasekha Trucking Company (“Rahaal”). The United International Transportation Company (Budget Saudi) announces that it has entered into a share purchase and share subscription agreement on 21/12/2023 with SEDCO (hereinafter referred to as the "Selling Shareholder of AutoWorld") (“Agreement”), for the purpose of acquiring all its shares in AutoWorld, corresponding to three hundred thousand (300,000) ordinary shares, representing 100% of the capital of AutoWorld, in exchange for the issuance of new shares in The United International Transportation Company (Budget Saudi) to the Selling Shareholder of AutoWorld, whereby The United International Transportation Company’s (Budget Saudi) capital will be increased from seven hundred eleven million six hundred sixty-six thousand six hundred eighty Saudi Riyals (SAR 711,666,680) to seven hundred eighty-one million six hundred sixty-six thousand six hundred eighty Saudi Riyals (SAR 781,666,680) through the issuance of seven million (7,000,000) ordinary shares, thus increasing the total number of The United International Transportation Company’s (Budget Saudi) shares from seventy-one million one hundred sixty-six thousand, six hundred and sixty-eight (71,166,668) ordinary shares to seventy-eight million one hundred sixty-six thousand, six hundred and sixty-eight (78,166,668) ordinary shares, representing an increase of about 9.84% of The United International Transportation Company’s (Budget Saudi) share capital prior to the issuance of the new shares (the "Acquisition Deal"). |
| Date of Signing the Agreement | 2023-12-21 Corresponding to 1445-06-08 |
| Name of (the Acquired Company)/(Asset to be Purchased) | Al Jazira Equipment Company Limited (AutoWorld) |
| Value of (The Company to be Acquired)/(The Asset to be Purchased) | AutoWorld's valuation is set at four hundred fifty-five million Saudi Riyals (SAR 455,000,000). The value of the shares to be purchased amount to four hundred fifty-five million Saudi Riyals (SAR 455,000,000), based on the number of shares desired to be acquired in AutoWorld, corresponding to three hundred thousand (300,000) ordinary shares, representing 100% of the capital of AutoWorld. |
| Value of the listed company | The United International Transportation Company’s (Budget Saudi) valuation for the purpose of the Acquisition Deal was calculated using the rounded up volume weighted average price (“VWAP”) of United International Transportation Company (Budget Saudi) for the period starting from 24/02/2023 until 24/08/2023, which represents the volume weight average price (VWAP) for six (6) months. Accordingly, United International Transportation Company’s (Budget Saudi) fair market value is four billion, six hundred twenty-five million eight hundred thirty-three thousand and four hundred twenty Saudi Riyals (SAR 4,625,833,420), corresponding to SAR 65 per share. |
| Capital before Increase | Seven hundred eleven million six hundred sixty-six thousand six hundred eighty Saudi Riyals (SAR 711,666,680) |
| Number of Shares before Increase | 71166668 |
| Value of capital increase | Seventy million (70,000,000) increase in share capital through the issuance of seven million (7,000,000) ordinary shares at par value of SAR 10 per share |
| Capital Increase Percentage (%) | 9.84 % |
| Capital After Increase | Seven hundred eighty-one million six hundred sixty-six thousand six hundred eighty Saudi Riyals (SAR 781,666,680) |
| Number of Shares After Increase | 78166668 |
| Share Exchange Equation (Ratio) | Based on the number of shares desired to be acquired in AutoWorld, amounting to three hundred thousand (300,000) ordinary shares, and based on the number of new shares that will be issued in the United International Transportation Company (Budget Saudi) to the Selling Shareholder of AutoWorld for the Acquisition Deal, the share swap ratio is 23.3333 new shares in the United International Transportation Company for every one (1) share owned by the Selling Shareholder of AutoWorld in AutoWorld. |
| Potential Effects or Risks for Issuing such Shares on the Shareholders of the Current Company, the Company, and Decision Making thereon | After the Acquisition Deal is completed, the ownership percentage of United International Transportation Company’s (Budget Saudi) current shareholders will decrease from 100% to 91.04%, and their ability to influence decisions that require the approval of United International Transportation Company’s (Budget Saudi) shareholders will decrease by 8.96%. |
| Listed Company's Ownership Percentage in (Company to be Acquired)/(Asset to be Purchased) after the Issuance of Shares (%) | 100 % |
| Ownership Percentage of Shareholders to Whom New Shares will be Issued after Conclusion of the Acquisition (%) | 8.96 % |
| Additional Information or Substantial Conditions | SEDCO to procure that AutoWorld seek change of control approvals from ten (10) contractual counterparties. This condition may be waived by United International Transportation Company (Budget Saudi) in writing. |
| Related Parties | No related parties are involved in the transaction. |
| The expiry date of the agreement | The agreement shall terminate in the event that its terms are not fulfilled within 180 days from the date of signature or such other date as the parties may agree in writing (the “Long Stop Date”). |
| Agreement Termination Terms | Either party may, upon written notice to the other party, terminate the agreement if: • Any applicable law is brought into force that makes the consummation of completion of the deal illegal; • Any judgment, injunction, order or decree of any government authority having competent jurisdiction enjoining Budget and SEDCO from consummating completion of the deal; • Any of the conditions under the agreement have not been fulfilled or waived by the Long Stop Date; or • Either party materially breaches the obligations imposed on them under the agreement during the period from signing of the agreement until the completion of the transaction. |
| Approvals | The completion of the Acquisition Deal is subject to a number of conditions, including: 1. Obtaining a no objection certificate from the General Authority for Competition for the Acquisition Deal; 2. Obtaining the approval of the Saudi Exchange Company to list the new shares resulting from the capital increase; 3. Obtaining the approval of the Capital Market Authority on the Acquisition Deal and the shareholders circular; 4. Obtaining the approval of the Extraordinary General Assembly of the United International Transportation Company’s (Budget Saudi), in accordance with the provisions of the Companies Law, the Rules for the Offering of Securities and Continuing Obligations; and 5. Obtaining any other necessary or appropriate approvals in relation to the Acquisition Deal. |
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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Company Performance
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Last Price 70.0
Net Change -0.5 (-0.71%)
Value Traded (Sar) 9,972,830.15
Volume Traded 143,325
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