IssuerAnnouncementDetailsV2Portlet
Altharwah Albashariyyah Co. Announces the Latest Developments Regarding the Signing of the Binding and Conditional Acquisition and Subscription Agreement to Acquire 100% of the Share Capital of Amjad Watan for Exhibitions and Conferences Management (a One-Person Company)
| Element List | Explanation |
|---|---|
| Introduction | With reference to Altharwah Albashariyyah Co.'s announcement dated 20/04/2025 regarding the signing of the binding and conditional acquisition and subscription agreement to acquire 100% of the share capital of Amjad Watan for Exhibitions and Conferences Management (a One-Person Company), whereby part of the transaction value will be paid in cash, in addition to issuing new shares through a capital increase in Altharwah Albashariyyah Co., subject to the approval of the Capital Market Authority, the Extraordinary General Assembly of Shareholders, and the related parties. According to the company's announcement dated 20/04/2025, a portion of the acquisition value will be paid in cash in addition to issuing new shares by Altharwah Albashariyyah Co., as follows: • A cash payment of seven million (7,000,000) Saudi Riyals will be made to the owner of Amjad Watan upon completion of the acquisition. • Issuance of ninety-five thousand eight hundred and four (95,804) new shares, valued at five million (5,000,000) Saudi Riyals, to be owned by the owner of Amjad Watan in Altharwah Albashariyyah Co. upon completion of the acquisition. • Issuance of five hundred thirty-six thousand five hundred and one (536,501) new conditional shares, valued at twenty-eight million (28,000,000) Saudi Riyals. These conditional shares will be transferred to the owner of Amjad Watan upon the achievement of agreed financial performance indicators, specifically the annual sales generated by the continuing partner through the acquired assets, during the three (financial) years following the signing of the acquisition agreement. |
| Previous Announcement | Altharwah Albashariyyah Co. Announces the Latest Developments Regarding the Signing of the Binding and Conditional Acquisition and Subscription Agreement to Acquire 100% of the Share Capital of Amjad Watan for Exhibitions and Conferences Management (a One-Person Company) |
| Date of Previous Announcement on Saudi Exchange’s Website | 2025-05-18 Corresponding to 1446-11-20 |
| Hyperlink to the Previous Announcement on the Saudi Exchange Website | Click Here |
| Latest Developments Of The Announced Event | It was agreed to amend the payment or share consideration for the acquisition as follows: • Payment of SAR 7,000,000 (Seven Million Saudi Riyals) to be made at or prior to closing, upon confirmation of the transaction completion, as determined by Altharwah Albashariyyah Co. • An amount of SAR 5,000,000 (Five Million Saudi Riyals) to be paid in the form of ordinary shares of Altharwah Albashariyyah Co. (“Second Installment”), in a manner deemed appropriate by Altharwah Albashariyyah Co., amounting to 95,804 (Ninety-Five Thousand Eight Hundred and Four) shares. • The remaining amount of the purchased shares in the company, totaling SAR 28,000,000 (Twenty-Eight Million Saudi Riyals), shall be converted into an equivalent value of Altharwah Albashariyyah Co. shares, of a type approved by Altharwah Albashariyyah Co. in accordance with applicable regulations. The seller's entitlement to ownership of these shares is conditional upon achieving specific sales (revenue) targets over a three-year period (these shares are referred to as “Performance-Based Shares”). The seller will be entitled to have ownership of these conditional shares transferred in three installments, subject to the company achieving the agreed performance targets during the deferred revenue period (“the remaining amount of the purchased shares in the company”). • Altharwah Albashariyyah Co. shall have the right to grant any part or all of the “Second Tranche Shares” as well as any part or all of the “Performance-Based Shares” to the First Party as rewards granted in accordance with the First Party’s performance related to the services and targets agreed upon by both parties under the original agreement, in their executive role during the commitment period. Such grants may be executed through employee incentive programs, programs for employees of Altharwah Albashariyyah Co., or any other method deemed appropriate by the Second Party, and in accordance with the performance indicators and grant conditions stipulated in the agreement. • The total number of conditional shares equivalent to the remaining value of the purchased shares has been set at 536,501 (Five Hundred Thirty-Six Thousand Five Hundred and One) shares. |
| Reasons For The Delay on The Date of The Event Previously Announced | None |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | None |
| Delay consequences on the Company’s financial results | None |
| Additional Information | The company will announce any material developments in due time |
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.