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Addendum announcement from Qassim Cement Company regarding its firm intention to make an offer to acquire all shares of Hail Cement Company through a securities exchange offer

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QACCO
1.33 %
1445/07/06     18/01/2024 08:04:16

Element ListExplanation
Introduction Further to the announcement made by Qassim Cement Company (the “Company” or “QCC”) on the Saudi Exchange website on 05-07-1445H (corresponding to 17-01-2024G) regarding its firm intention to make an offer to acquire all shares of Hail Cement Company (“HCC”) through a securities exchange offer (the “Transaction”), the Company wishes to clarify the terms and conditions related to the offer and the financial advisor’s confirmation in this regard.
Date of Posting the Previous Announcement of Development on Saudi Exchange’s Website 2024-01-17 Corresponding to 1445-07-05
Hyperlink to the Previous Announcement Click Here
Change on the Development The Company wishes to clarify and confirm the terms and conditions of the offer, and to clarify the financial advisor's confirmation in this regard.

The Transaction will be implemented pursuant to the terms of the Implementation Agreement through QCC’s acquisition of all of HCC’s shares, which are 97,900,000 shares with a nominal value of SAR 10 per share, through a securities exchange offer in consideration for QCC’s issuance of 20,559,000 new ordinary shares with nominal value of SAR 10 each for HCC’s shareholders (the “Consideration Shares”), through QCC’s increase of its capital from SAR 900,000,000 to SAR 1,105,590,000 and the increase of QCC’s shares from 90,000,000 shares to 110,559,000 shares, representing a 22.8% increase in its current capital.

After Transaction’s completion, HCC’s shareholders, who are registered in HCC’s shareholders’ register at the end of the second trading day after the date of the approval of the extraordinary general assemblies relating to the Transaction of both companies, will receive (0.21) Consideration Share in QCC in return for every share they own in HCC, and HCC’s shares will delist from the Saudi Exchange and HCC will be a wholly owned subsidiary of QCC.

Pursuant to the Implementation Agreement, the completion of the Transaction is subject to a number of conditions, summarized as follows:

1. Obtaining all required approvals from the Capital Market Authority with respect to the Transaction.

2. Obtaining the approval of the Saudi Exchange on the listing of the Consideration Shares on the Exchange and obtaining any other approvals which the Saudi Exchange may require with respect to the Transaction.

3. The delivery of any required notification to the Securities Depository Center Company (Edaa) with respect to the Transaction.

4. Obtaining a non-objection from the General Authority for Competition with respect to the Transaction, or the expiration of the applicable waiting period for reviewing the application for economic concentration as specified in the Competition Law.

5. Obtaining a non-objection from the Ministry of Commerce in respect of the proposed amendments to the bylaws of QCC.

6. Obtaining the approval of the requisite majority of QCC’s shareholders on the Transaction’s resolutions at the Transaction’s extraordinary general assembly.

7. Obtaining the approval of the requisite majority of HCC’s shareholders on the Transaction’s resolutions at the Transaction’s extraordinary general assembly.

8. No Material Adverse Event (as such term is defined in the Implementation Agreement) having occurred and being continuing.

9. No breach of specific warranties provided by each QCC and HCC having occurred, unless such breach is capable of remedy and has been remedied to the reasonable satisfaction of the non-breaching party.

10. No governmental body of competent jurisdiction in Saudi Arabia having enacted, issued, promulgated, enforced or entered any order, injunction, judgment, decree or other action which is in effect and which prohibits or makes illegal the consummation of the Transaction in accordance with the Implementation Agreement.

11. Obtaining the approval of a number of contractual counterparties of both companies as outlined in the Implementation Agreement.

Whereas the resource required for the Transaction is the issuance of the Consideration Shares and the consideration is not wholly nor partially in cash, QCC’s financial adviser (HSBC Saudi Arabia) confirms that QCC has satisfied all conditions required for the registration and offer of the Consideration Shares and conditions for its admission into listing, except for regulatory approvals such as the Capital Market Authority, Saudi Exchange and the shareholders’ approvals, as clarified above.

Financial Impact on the change Not applicable.
Additional Information The two companies are currently working on satisfying the conditions necessary to complete the Transaction, and QCC will make further announcements as and when material developments occur in relation to the Transaction in accordance with the applicable rules and regulations.

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 53.5
Net Change 0.7 (+1.33%)
Value Traded (Sar) 3,258,477.1
Volume Traded 61,230
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