Al-Dhiyafa Holding Company to discuss approving its merger with United Real Estate Co.

تم النشر على almowazi.com في 03 أكتوبر 2022
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Al-Dhiyafa Holding Company (DHC) announced that it will hold its Extraordinary General Meeting (EGM) on Monday, 17 October 2022, at 10:00 a.m. in Sharq, Al-Shaheed Tower, 9th floor, to discuss the items listed on its agenda, as follows: - Approve the draft merger agreement with 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 entity, while DHC company and UTHC are the merged entities. The EGM will also discuss the approval of 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 of 0.58 new shares in URC’s capital  per 1 share of DHC, out of the latter’s total outstanding shares amounting to 550 million shares, whereas UTHC’s shareholders will receive 0.64 new shares in URC’s capital  per 1 share of UTHC, out of the latter’s total outstanding shares amounting to 450 million shares. Additionally, the EGM will also approve the merger of the three companies by way of amalgamation, where URC is the merging entity 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. This process is subject to receiving regulatory approvals. Approve the dissolution of DHC and transferring its financial liability by merging (assets and liabilities) with URC’s assets, rights, and liabilities. This means the dissolution of the DHC’s legal personality once the merger procedure is finalized and 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. The Company also highlighted that shareholders should note that the quorum for shareholders’ attendance at this EGM is 75% of the Company’s issued capital. If the quorum wasn’t met, the second meeting will be held on Monday, 24 October 2022, at 10:00 a.m. and this invitation is valid for both meetings. The meet shall be deemed valid if attended by shareholders representing more than 50% of the Company’s issued capital.

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