Al-Dhiyafa Holding Company approves its merger with United Towers and its dissolution

تم النشر على Boursa Kuwait في 17 أكتوبر 2022
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United Real Estate Company announced in a statement issued to Boursa Kuwait that United Towers Holding Company K.S.C.C (an associate) held its Extraordinary General Meeting on Monday, 17 October 2022 at 10:00 a.m. and approved the items listed on its agenda, as follows:

Approved the draft merger agreement between United Real Estate Company K.S.C.P. (“URC”), Al-Dhiyafa Holding Company K.S.C.C. ("DHC") and United Towers Holding Company K.S.C.C. ("UTHC") dated 2 August 2022 whereby URC is the merging company, while DHC company and United Towers are the merged entities, as well as all the agreement annexes including the independent investment advisor’s recommendation and the asset valuation report prepared by the independent asset valuator, in addition to the share swap rate to be received by DHC’s shareholders will be 0.58 new shares in URC’s capital  per 1 share of DHC,  out of the latter’s 550 million shares, whereas UTHC’s  shareholders will receive 0.64 new shares in URC’s capital  per 1 share of UTCH, out of the latter’s total outstanding shares amounting to 450 million shares. The EGM also approved the merger of the three companies by way of amalgamation, where URC is the merging company and DHC and UTCH are the merged entities, pursuant to Law No. (7) of 2010 Regarding the Establishment of the Capital Markets Authority Regulating Securities Activities, its bylaws and their amendments, and the Companies Law No. (1) of 2016, its Executive Regulations and their amendments. The EGM also approved the dissolution of DHC and transferring its financial liabilities by merging (assets and liabilities) with URC’s assets, rights, and liabilities. This means the dissolution of the DHC legal personality once the merger procedure is finalized, the Company’s name was written off and its licenses revoked from the joint stock companies department at the Ministry of Commerce and Industry, pursuant to the Law No. (7) of 2010 Regarding the Establishment of the Capital Markets Authority Regulating Securities Activities, its bylaws and their amendments, and the Companies Law No. (1) of 2016, its Executive Regulations and their amendments. As for the financial impact of this process, the Company stated that there is no impact on the Company's financial position until the merger process was finalized, which is subject to the receiving regulatory approvals.
 

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