Aljazira Takaful issues circular, offer document for planned merger with Solidarity

28/12/2020 Argaam

Aljazira Takaful and Solidarity logos


Aljazira Takaful Taawuni Co. issued a circular, offer document and timetable of its capital hike to complete the merger with Solidarity Saudi Takaful Co., the insurance company said in a statement.

 

This came with reference to the Capital Market Authority’s (CMA) approval on Dec. 23, 2020, for Aljazira Takaful’s request to increase its capital from SAR 350 million to SAR 470.66 million by issuing 12.07 million ordinary shares to merge with Solidarity Saudi Takaful Co., and transfer Aljazira Takaful’s assets and liabilities to Solidarity through a securities exchange offer.

 

The circular was prepared by Aljazira Takaful in accordance with the requirements of the securities offer rules, and continuing obligations with respect to Aljazira Takaful’s capital increase, in light of Solidarity’s merger with Aljazira Takaful.

 

The circular may be obtained through the CMA’s portal, Aljazira Takaful’s website or Aljazira Takaful’s financial advisor, Falcom.

 

The offer document was issued by Aljazira Takaful and addressed to Solidarity shareholders and was prepared according to the merger offer made by Aljazira Takaful to Solidarity shareholders.

 

Solidarity shareholders are requested to read and consider all information contained in the offer document and the circular to be issued by Aljazira Takaful board prior to making their decision on how to vote on the merger.

 

Moreover, the transaction timetable sets out the proposed dates for the main events of the merger, in accordance with the requirements of merger and acquisitions regulations. The dates are indicative and may be altered or amended, and will depend on, among other things, any procedures or periods imposed by the relevant regulators or whether (and the dates on which) the conditions of the merger are satisfied. The timetable may be obtained through the Aljazira Takaful or its financial advisor’s website.

 

Key Terms of Merger Deal

Aljazira Takaful capital 

SAR 350 mln (35 mln shares) 

Solidarity capital 

SAR 250 mln (25 mln shares) 

Number of shares to be issued by Aljazira Takaful

12.07 mln 

Swap ratio 

0.483 share of Aljazira Takaful for every 1 share of Solidarity

Aljazira Takaful’s new capital 

SAR 470.66 (47.07 mln shares) 

Aljazira Takaful stake after merger 

74.36% 

Solidarity stake after merger 

25.64% 

 

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