With reference to the announcement by Al Tayyar Travel Group Holding Company (the Group) dated 16/08/2015G relating to the signature of the conditional share purchase agreement (the Agreement) dated 15/05/2015 to acquire a 25% stake in Thakher Investment and Real Estate Development Company (the Company) owned by Mohammed I. Alsubeaie & Sons Investment Company (MASIC) and Abdullah Almishal & Sons Company (Almishal Company) in equal percentages, the Group would like to announce that it has amended the Agreement by signing an addendum with MASIC and Almishal Company on 04/01/2016 in which the parties have agreed to amend some of the terms and conditions of the Agreement (the Amended Agreement). Pursuant to the terms of the Amended Agreement, the Group’s acquisition of the Company’s share capital shall be increased from 25% to 30% (i.e. 15% from each of MASIC and Almishal Company, rather than 12.5% from each of them) in consideration of issuing new Group shares to each of MASIC and Almishal Company in equal percentages by way of capital increase (the Transaction). The Amended Agreement is valued at eight hundred and three million, eight hundred and forty five thousandSaudi Riyals (SAR 803,845,000) in place of the original value of six hundred and sixty-nine million, eight hundred and fifty-six thousand, four hundred and thirty-eight Saudi Riyals and thirty-three Halalas (SAR 669,856,438.33). In consideration of the Group’s acquisition of 30% of the Company’s shares, the Group will issue nine million, six hundred and fifty thousand (9,650,000) Consideration Shares in place of the original six million, five hundred and nine thousand, eight hundred and seventy-six (6,509,876) Consideration Shares to each of MASIC and Almishal Company by way of capital increase.
Upon the completion of the Transaction, the number of the Group’s shares will increase from two hundred million (200,000,000) shares to two hundred and nine million, six hundred and fifty thousand (209,650,000) shares, in place of the original increase to two hundred and six million, five hundred and nine thousand, eight hundred and seventy-six (206,509,876) shares, representing an increase of the Group’s share capital of 4.82% instead of 3.25%. Accordingly, the Group’s share capital will increase from two billion Saudi Riyals (SAR 2,000,000,000) to two billion, ninety-six million, five hundred thousand Saudi Riyals (SAR 2,096,500,000), in place of the original increase to two billion, sixty-five million, ninety-eight thousand, seven hundred and sixty Saudi Riyals (SAR 2,065,098,760). It has been agreed among MASIC, Almishal Company and the Group that the share price of the Consideration Shares to be issued will be amended to be SAR 83.30 in place of the originally agreed share price of SAR 102.90.
As a result of the Transaction, the combined shareholding of MASIC and Almishal Company in the Group will be 4.60% and the Group’s shareholding in the Company will be 30%.
Among the most important changes contained in the Amended Agreement is the amendment of the Restructuring process period from six (6) months to nine (9) months starting from the date the Agreement was signed (30/10/1436H corresponding to 15/08/2015G), with due consideration to the fact that some Restructuring process milestones have been met. The Amended Agreement does not change the position under the Agreement. Also the Transaction requires the procurement of all necessary legal and regulatory approvals from the relevant governmental authorities and successful completion of the Restructuring Process Also there are no related parties.
The Group will announce any material developments in respect of the Transaction in due course.
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.
