United Real Estate Company will hold its Annual General Meeting on Monday, 24 October 2022, to discuss approving its merger proposal dated 2 August 2022, by way of amalgamation with United Towers Holding Company (UTCH) and Al-Dhiyafa Holding Company (DHC)

According to a press release issued to Boursa Kuwait, URC would be the merging entity, while DHC company and UTHC would be the merged entities, in addition to approving the merger proposal and all its annexes, including the independent investment advisor’s recommendation and the asset valuation report prepared by the independent asset valuator, as well as the share swap rate. 

The AGM will also discuss approving the amalgamation between URC, as the merging entity and DHC and UTHC as the merged entities, through the latter companies’ dissolution and transferring all their assets, rights and liabilities to URC, resulting in the dissolution of their legal personality once the merger is finalized, in line with applicable laws. URC’s board of directors recommend to the AGM to approve the merging proposal through amalgamation with UTHC and DHC, in addition to increasing the Company’s capital, as per the statement published on Boursa Kuwait’s website on Wednesday. 

The AGM also consider approving to continue trading URC’s shares on Boursa Kuwait following the finalization of the merger and publishing the merger process on Boursa Kuwait’s websites and the Official Gazette, in addition to recording the transaction in the commercial registry.

Other topics to be discussed include to approve increasing URC’s authorized, issued, and paid-up capital from KWD 118.79 million to KWD 143.05 million.

On August 28, the Capital Markets Authority (CMA) approved an in-kind increase of URC’s authorized, issued, and paid-up capital to KWD 24.26 million by issuing and allocating 242.57 million shares, at a nominal value of 100 fils and without an issuance premium, equivalent to 20.4% of the current authorized, issued and paid-up capital.

CMA also approved on 11 August 2022 the merger agreement between URC, UTHC and DHC, noting that URC shares were valued at 168 fils per share, while UTCH and DHC were valued at 107 fils per share and 80 fils per share, respectively.

URC’s AGM will also discuss approving the amendment of Article (6) of the Memorandum of Incorporation and Article (5) of the Articles of Association to reflect that the Company’s authorized and issued capital was set at KWD 143.054 million distributed over 1.43 billion shares, at a value of 100 fils per share, consisting of 1.187 billion cash shares and 242.57 million in-kind shares.
It is worth noting that URC’s profits doubled in the second quarter of 2022 increased by about 35 folds, with an annual growth rate of 3455.84%, reaching KWD 4.98 million, compared to KWD 139.97K in the second quarter of 2021.