United Real Estate Company (URC) announced that its Extraordinary General Meeting (EGM) approved the merging agreement, along with all its annexes, including the recommendations issued by the independent investment advisor and the asset valuator, as well as the share swap rate.

According to a statement submitted to Boursa Kuwait, today, Monday, the EGM approved the merging process whereby United Real Estate Company (URC) is the merging company and United Towers Company Holding (UTCH) and Al-Dhiyafa Holding Company (DHC) are the merged entities.

Both merged entities shall be dissolved, and their assets, rights and financial liabilities shall be transferred to URC. Once the process is finalized, both merged companies will no longer have a legal personality, pursuant to applicable law.

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.

Whereas DHC’s shareholders will receive 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.

The EGM also approved to continue trading URC shares on Boursa Kuwait Stock after the finalization of the merger process and publishing the merger on Boursa Kuwait’s website and the Official Gazette, as well as its registration in the commercial registry.

The EGM also approved to increase URC’s authorized, issued, and paid-up capital from KWD 118.79 million to KWD 143.05 million, with an in-kind increase of KWD 24.26 million, or 20.4% of the capital, and 242.57 million ordinary shares at a nominal value of 100 fils per share.
URC also discussed the amendment of Article (6) of the Memorandum of Incorporation and Article (5) of the Articles of Association to increase that the Company’s authorized and issued capital after the amendment to 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 of in-kind shares.
“URC” has set December 18th for share acquisition, provided that shares will be traded ex-dividend the following day. As for the maturity date, it was set on December 21st, and the next day will be the date of distribution or exchange.
Earlier last month, the EGM of UHTC and DHC approved the merger proposal with URC. 
It is worth noting that URC’s profits doubled in 2Q2022 by about 35X, with an annual growth rate of 3455.84%, reaching KWD 4.98 million, compared to KWD 139.97K in 2Q2021.