|Introduction||With reference to the announcement made by the Saudi Industrial Investment Group (“SIIG”) on the Saudi Exchange 21/03/1443H (corresponding to 27/10/2021G) pursuant to which SIIG and the National Petrochemical Company (“Petrochem”) have agreed that SIIG will make an offer to acquire all shares issued in Petrochem which are not owned by SIIG in exchange for the issuance of new shares in SIIG to Petrochem’s shareholders in accordance with Article (26) of the Merger and Acquisition Regulations and the Rules on the Offer of Securities and Continuing Obligations issued by the board of the Capital Market Authority (the “Transaction”). Whereas the Capital Market Authority (“CMA”) issued its approval on 13/8/1443H (corresponding to 16/3/2022G) in respect of SIIG’s application to increase its share capital for the purpose of acquiring, through a securities exchange transaction , the entire issued shares of Petrochem which are not owned by SIIG, SIIG announces the publication of the following documents:
First: The Shareholders’ Circular issued by SIIG to its shareholders which has been prepared in accordance with the requirements of Article (57) of the Rules on the Offer of Securities and Continuing Obligations in connection with the increase in the share capital of SIIG with respect to it acquiring the entire issued shares of Petrochem which are not owned by SIIG through a securities exchange offer to Petrochem’s shareholders pursuant to Article (26) of the Merger and Acquisition Regulations. The Shareholders’ Circular includes the details of the Transaction, its terms and conditions and other related matters, including the details of related parties, the procedures required to affect the Transaction and the risks related to the Transaction.
The board of directors of SIIG notes that each SIIG shareholder must carefully read and consider all information contained in the Shareholders’ Circular prior to making their decision on how to vote on the Transaction. If in doubt as to the vote that such shareholder should make at SIIG’s extraordinary general assembly meeting, the board of directors of SIIG recommends that such shareholder consults an independent financial advisor licensed by the CMA in relation to the Transaction and relies on its own examination of the Transaction with regard to such SIIG shareholder’s individual objectives, financial situation and needs.
Second: The Offer Document issued by SIIG and addressed to Petrochem’s shareholder which includes all the details related to the offer pursuant to Article (38) the Merger and Acquisition Regulations for the purpose of acquiring the entire issued shares of Petrochem which are not owned by SIIG in exchange for new shares to be issued in SIIG to Petrochem’s shareholders.
SIIG notes that Petrochem’s shareholders should carefully read and consider all information contained in the Offer Document and the Board Circular to be issued by Petrochem’s board of directors prior to making their decision on how to vote on the Transaction.
Third: The Transaction Timetable, which sets out the proposed dates for the main events of the implementation Transaction pursuant to Article 17(c) of the Merger and Acquisition Regulations
|Previous Announcement||Saudi Industrial Investment Group Announces Recent Developments Relating to the Contemplated Acquisition Transaction with the National Petrochemical Company|
|Date of Previous Announcement on Tadawul’s Website||2021-10-27 Corresponding to 1443-03-21|
|Percentage of fulfilled achievement||Not applicable.|
|Event’s Expected Completion Date||For further details about the Transaction and completion procedures, please refer to Transaction Timetable attached below.|
|Reasons for Exceeding the Announced End Date||Not applicable.|
|The costs associated with the event, and if they have changed or not with indication of the reasons.||For further details about the Transaction, please refer to the abovementioned Shareholders’ Circular.|
|Impact of the Delay on the Company’s Financial Results||Not applicable.|
|Additional Information||The Shareholders’ Circular is attached to this announcement. Copies of both the Shareholders’ Circular and Offer Document can be obtained from SIIG’s website at (www.siig.com.sa), the CMA’s website at (www.cma.com.sa) or the Saudi Exchange (Tadawul)’s website at (www.saudiexchange.sa).
For further details on the recent developments of the Transaction, please refer to SIIG’s announcements published on the Saudi Exchange (Tadawul)’s website on 21/03/1443H (corresponding to 27/10/2021G) and 26/05/1443H (corresponding to 30/12/2021G).
SIIG will announce any further material developments on the Transaction in due time.