| Element List | Explanation |
|---|---|
| Introduction | With reference to Dallah Healthcare Company's ("Dallah") announcement dated 16/08/1445H (corresponding to 26/02/2024G) in relation to signing a non-binding memorandum of understanding with Ayyan Investment Company (“Ayyan”) to acquire Ayyan’s shares in Al-Ahsa Medical Services Company (“Al-Ahsa”) amounting to 97.41% of the capital of Al-Ahsa, and to acquire Ayyan’s shares in Al-Salam Medical Services Company ("Al-Salam") amounting to 100% of the capital of Al-Salam, by way of a capital increase by issuing new shares in Dallah to Ayyan (the “Transaction”), Dallah is pleased to announce its entry into a binding share purchase and subscription agreement with Ayyan on 15/02/1446H (corresponding to 19/08/2024G) in respect of the Transaction (the " Agreement"). |
| Date of Signing the Agreement | 2024-08-19 Corresponding to 1446-02-15 |
| Name of (the Acquired Company)/(Asset to be Purchased) | Dallah will acquire 97.41% shareholding in Al-Ahsa Medical Services Company, and 100% of the shareholding in Al-Salam Medical Services Company |
| Value of (The Company to be Acquired)/(The Asset to be Purchased) | The net market value of equity of Al-Ahsa was agreed at four hundred twenty million (420,000,000) Saudi Riyal. Accordingly, the valuation of the shares to be acquired by Dallah, which amount to (97.41%) of the capital of Al-Ahsa, is an amount of four hundred nine million one hundred twenty-four thousand eight hundred (409,124,800) Saudi Riyals. The net market value of equity of Al Salam (which Dallah will acquire 100% of its shares) was agreed at two hundred fifty million eight hundred seventy-nine thousand eight hundred forty-four (250,879,844.53) Saudi Riyals and fifty three Halalah. There could be additional cash consideration to be paid in accordance with an agreed mechanism to capture certain changes from the signing of the Agreement and until the Transaction’s completion. |
| Value of the listed company | The valuation of Dallah for the purpose of the Transaction is sixteen billion five hundred fifty-seven million nine hundred thirty-four thousand four hundred forty-nine (16,557,934,449) Saudi Riyal, which represents a (169.51) Saudi Riyal per share, using the volume-weighted average share price (VWAP) for the period of (106) trading days starting from 26/02/2024G until 05/08/2024G. Pursuant to this valuation, the consideration shares which will be issued to Ayyan, being (3,893,603) shares, are valued at (660,004,644.53) Saudi Riyals. |
| Capital before Increase | SAR 976,811,660. |
| Number of Shares before Increase | 97681166 |
| Value of capital increase | The nominal value of the capital increase is SAR 38,936,030. |
| Capital Increase Percentage (%) | 3.99 % |
| Capital After Increase | SAR 1,015,747,690. |
| Number of Shares After Increase | 101574769 |
| Share Exchange Equation (Ratio) | Based on the number of shares to be acquired in Al-Ahsa, amounting to (14,611,600) shares, the exchange ratio for Al-Ahsa is approximately (0.16) new shares in Dallah for each share in Al-Ahsa. Based on the number of shares to be acquired in Al-Salam, amounting to (20,000,000) shares, the exchange ratio for Al-Salam is approximately (0.07) new shares in Dallah for each share in Al-Salam. |
| Potential Effects or Risks for Issuing such Shares on the Shareholders of the Current Company, the Company, and Decision Making thereon | After the Transaction is completed, the ownership percentage of Dallah’s existing shareholders will decrease to 96.17%. Accordingly, the ownership percentage of Dallah’s existing shareholders in Dallah after the completion of the Transaction will be lower than their current ownership percentage, which in turn will lead to a decrease in their voting power, which in turn will negatively affect their ability to influence decisions that require shareholders’ approval (including the election of board members, the approval of amendments to the bylaws, the approval of significant transactions and other matters that require shareholders’ approval). The shareholders’ circular, which will be published by Dallah after the approval of the Capital Market Authority, will include more details on the risks related to the Transaction and other relevant risks. |
| Listed Company's Ownership Percentage in (Company to be Acquired)/(Asset to be Purchased) after the Issuance of Shares (%) | 100 % |
| Ownership Percentage of Shareholders to Whom New Shares will be Issued after Conclusion of the Acquisition (%) | 3.83 % |
| Additional Information or Substantial Conditions | The parties agreed on a number of terms and conditions, including certain business restrictions on the two parties and on the two target companies from the date of signing the Agreement, a number of warranties and indemnities, the manner of completing the Transaction, the settlement of the cash consideration and other usual terms and conditions. After obtaining the approval of the Capital Market Authority, Dallah will publish a circular to its shareholders that includes more details about the Transaction, the Agreement, the two target companies, risk factors and other important details of the Transaction, which shareholders should read fully and carefully when published. |
| Related Parties | Ayyan is not a related party to Dallah. Accordingly, the transaction does not involve the presence of related parties. |
| The expiry date of the agreement | The Agreement shall terminate if the condition precedents are not met within six (6) months from the date of the Agreement (or any later date agreed upon between the parties). |
| Agreement Termination Terms | The Agreement terminates in certain events, including: (1) Either party providing notice of termination to the other party in the event that one of the parties materially breaches any of the terms and conditions of the Agreement and does not remedy that breach pursuant to the Agreement. (2) Either party providing notice of termination to the other party in the event of a regulation or order issued by a regulatory authority that makes the completion of the Transaction impossible or prohibited. (3) Failure to satisfy the conditions precedent of the Transaction or obtaining a waiver from such conditions before the expiry of six months from the date of the signing of the Agreement (unless the parties agree in writing on another date). |
| Approvals | The Transaction is subject to the approval of the relevant regulatory authorities, the approval of the extraordinary general assembly of Dallah to increase the capital for the purpose of acquisition, and the approval of the ordinary general assembly of Ayyan on the Transaction, as follows: 1. The approval of the Capital Market Authority in relation to Dallah’s capital increase application. 2. The approval of the Saudi Exchange to list the consideration shares. 3. The non-objection of the General Authority for Competition on the Transaction. 4. The approval of the requisite majority of Dallah shareholders on the acquisition resolutions in the Transaction’s extraordinary general assembly. 5. The approval of the requisite majority of Ayyan shareholders on the Transaction at the ordinary general assembly of Ayyan, given that it is a significant transaction under the rules of the Capital Market Authority. The Transaction is also subject to a number of conditions precedent specified in the Agreement, which include terms related to the contracts and operations of the two target companies and other conditions specified by both parties. |
