Aljazira Takaful Taawuni Co. Announces the enforcement of the decision to merge Solidarity Saudi Takaful Company into Aljazira Takaful Taawuni Company
|Announcement Detail||Referring to the announcement of AlJazira Takaful Company on 06/14/1442 H (corresponding to 01/27-2021 AD) regarding the results of the Extraordinary General Assembly meeting that included approval to increase the capital of AlJazira Takaful Company for the purpose of merging Solidarity Saudi Takaful Company into AlJazira Takaful Company and a number of other decisions related to this, and the announcement of Solidarity Saudi Takaful Company on 07/16/1442 H corresponding to 02-28-2021 AD regarding each of the following: |
• The creditors' objection period ends by the end of Friday 07/14/1442 AH (corresponding to 02/26/2021 AD) and there are no outstanding objections from the creditors of Solidarity Saudi Takaful Company.
• Receipt of two different objections from the creditors of Solidarity Saudi Takaful Company, in relation to two existing claims in which lawsuits have been filed in advance, and the final judgment in these cases is currently awaiting by the competent courts in the Kingdom of Saudi Arabia. Since the final responsibility of Solidarity Saudi Takaful Company with respect to these two lawsuits is still subject to the final judicial rulings by the competent courts, these obligations and / or potential debts are not currently due and are, as a maximum, deferred debts in accordance with the provisions of Article (193) of the Law Companies. Accordingly, AlJazira Takaful Company, and in accordance with the decision of the Extraordinary General Assembly of AlJazira Takaful Company on 06/13/1442 AH (corresponding to 01/26/2021 AD), has submitted a written commitment and acknowledgment to assume all responsibility for settling these future and potential debts on Solidarity Takaful, in the event that these debts become due in the future.
Al Jazira Takaful Company announces the enforcement of the decision to merge Solidarity Saudi Arabia into Al Jazira Takaful Company and transfer all the assets and liabilities of Solidarity Saudi Company to Al Jazira Takaful Company (the “merger deal”) in exchange for Al Jazira Takaful Company issuing (12,066,403) ordinary shares with a nominal value of (10) Ten Saudi riyals per share and registered in favor of the shareholders of the company Solidarity Saudi Takaful (“New Shares”) by increasing the paid-up capital of AlJazira Takaful Company from (350,000,000) Saudi riyals to (470,664,030) Saudi riyals and increasing the number of its shares from (35,000,000) shares Up to (47,066,403) fully paid shares, after both AlJazira Takaful Company and Solidarity Saudi Takaful Company had fulfilled the merger terms agreed upon according to the merger agreement concluded between the two companies and described in the shareholders ’circular and the offer document issued by AlJazira Takaful Company regarding the merger deal.
According to what is indicated in the schedule of important dates and main stages of the merger deal contained in the shareholders ’circular and the offer document, it is expected that the shares of Solidarity Saudi Takaful Company will be canceled in the trading and listing of the new shares in Tadawul and allocate them to the benefit of Solidarity Saudi Takaful shareholders who are entitled to it within a period not exceeding the sixth. A trading period following this announcement. The necessary legal procedures related to the amendment of the commercial register of AlJazira Takaful Company and the cancellation and cancellation of the commercial registry and the investment license of Solidarity Saudi Takaful Company will be completed during the periods indicated according to the schedule of important dates and the main stages of the merger deal mentioned in the shareholders ’circular and the offer document.
It should be noted that if the calculation of the number of shares owed to any of the shareholders of Solidarity Saudi Takaful Company based on the swap factor resulted in fractions of shares, the resulting number will be rounded to the lowest integer number. Fractions of shares will be collected and sold in circulation at the market price at the time on behalf of the shareholders of Solidarity Saudi Takaful Company who are entitled to it, and then the proceeds resulting from the sale of fractional shares will be distributed to all those who deserve it according to what it deserves, within a maximum period of thirty (30) days from the date of completion Merger deal (as defined in the shareholder's circular and the offer document). The costs related to the sale of fractions of shares will be deducted from the total proceeds of the fractional sale
The Capital Market Authority and the Saudi Stock 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.