Arabian Shield Cooperative Insurance Company SJSC

11/15/2021 | Press release | Distributed by Public on 11/15/2021 14:19

اعلان شركة الدرع العربي للتأمين التعاوني عن آخر التطورات لـ إعلان شركة الدرع العربي للتأمين التعاوني عن توقيع اتفاقية اندماج ملزمة مع شركة الأهلي للتكافل ('شركة الأهلي[...]

Arabian Shield Cooperative Insurance Co. Announces an update on Arabian Shield Cooperative Insurance Co. announcement regarding entry into a binding agreement to merge with Alahli Takaful Company ("ATC") and its firm intention to make a share SWAP offer to transfer all assets and liabilities in ATC to Arabian Shield Cooperative Insurance Company

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Element List Explanation
Introduction With reference to the Capital Market Authority approval dated 05/04/1443H (corresponding to 10/11/2021G) of Arabian Shield Cooperative Insurance Company ("Arabian Shield Company") application to increase its share capital for the purpose of the merging Alahli Takaful Company ("ATC") into Arabian Shield Company through a securities exchange offer, Arabian Shield Company would like to announce the publication of the following documents:

1.Arabian Shield Company Shareholders Circular issued by Arabian Shield Company to its shareholders: The Shareholders Circular is addressed to Arabian Shield Company shareholders and has been prepared by Arabian Shield Company in accordance with the requirements of Article (57) of the Rules on the Offer of Securities and Continuing Obligations in regard to the increase in the share capital of Arabian Shield Company with respect to the merger of ATC into Arabian Shield Company in consideration for the issuance of new shares to ATC shareholders in Arabian Shield Company pursuant to Articles 191, 192, and 193 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations ("Merger"). The Circular includes details of the Merger, its terms and conditions and other related matters, including the procedures required to effect the Merger and the risks related to the Merger. The circular may be obtained through the websites of the Capital Market Authority, Arabian Shield Company or its financial advisor (Aljazira Capital). The board of directors of Arabian Shield Company notes that all shareholders of Arabian Shield Company must carefully read and consider all information contained in the circular prior to making their decision on how to vote on the Merger. If in doubt as to the vote such shareholder should make at the Arabian Shield Company EGM, the board of directors of Arabian Shield Company recommends that the shareholder should consult an independent financial advisor licensed by the Capital Market Authority in relation to the Merger and relies on its own examination of the Merger with regard to the Arabian Shield Company shareholder's individual objectives, financial situation and needs.

2. Offer Document issued by Arabian Shield Company to ATC Shareholders: The Offer Document is issued by Arabian Shield Company and addressed to ATC Shareholders and has been prepared by Arabian Shield Company in connection with the offer to the Merger made by Arabian Shield Company to ATC Shareholders in consideration for Arabian Shield Company issuing new shares to ATC Shareholders pursuant to Articles 191, 192, and 193 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations. The Offer Document is prepared in accordance with the requirements in Article 38 of the Merger and Acquisition Regulations issued by the Capital Market Authority. The Offer Document may be obtained through the websites of the Capital Market Authority, Arabian Shield Company or its financial advisor, Aljazira Capital company. Arabian Shield Company notes that ATC shareholders should carefully read and consider all information contained in the Offer Document and the board circular to be issued by ATC board prior to making their decision on how to vote on the Merger. If in doubt as to the vote such shareholder should make at the ATC EGM, it is recommended that the shareholder should consult an independent financial advisor licensed by the Capital Market Authority.

3.Transaction Timeline The Transaction Timeline sets out the proposed dates for the main events for the implementation of the Merger, in accordance with the requirements of Article 17(c) of the Merger and Acquisitions Regulations. The dates included therein are indicative only - and may be altered or amended - and will depend on, among other things, the conditions of the Merger are satisfied, for instance, Arabian Shield Company shareholders voting on the resolution related to the Merger in the EGM of Arabian Shield Company, or ATC shareholders voting on the resolutions related to the Merger in the EGM of ATC. The Timeline may be obtained through the websites of Arabian Shield Company or its financial advisor (Aljazira Capital).

Previous Announcement Arabian Shield Cooperative Insurance Co. announcement regarding entry into a binding agreement to merge with Alahli Takaful Company ("ATC") and its firm intention to make a share SWAP offer to transfer all assets and liabilities in ATC to Arabian Shield Cooperative Insurance Company
Date of Previous Announcement on Tadawul's Website 2021-07-14 Corresponding to 1442-12-04
Percentage of fulfilled achievement Not Applicable
Event's Expected Completion Date Not Applicable
The costs associated with the event, and if they have changed or not with indication of the reasons. Not Applicable
Additional Information attached following:

1- Offer Document

2- Transaction Timeline

please visit the link below to review Shareholders Circular

https://bit.ly/3DuD43i

Attached Documents [Link] [Link]

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.