The CMA announces the issuance of its resolution approving Arabian Shield Cooperative Insurance Co. request to increase its capital from SAR 638,524,620 to SAR 798,152,950 by issuing 15,962,833 ordinary shares to merge Alinma Tokio Marine Co. into Arabian Shield Cooperative Insurance Co. and transferring all of Alinma Tokio Marine Co. assets and liabilities to Arabian Shield Cooperative Insurance Co. through a securities exchange offer.
Arabian Shield Cooperative Insurance Co. capital increase shareholder circular will be published within sufficient time before the Extraordinary General Assembly Meeting. The shareholder circular must include all relevant information that the shareholders need to know before making an informed decision when voting on the capital increase for the purpose described, including the increase in capital and risk factors.
The CMA resolution included the approval of the proposed offer timetable, as well as the approval of the publication of the offer document by Arabian Shield Cooperative Insurance Co. to Alinma Tokio Marine Co. shareholders to merge Alinma Tokio Marine Co. into Arabian Shield Cooperative Insurance Co. through a securities exchange offer.
The offer document of Arabian Shield Cooperative Insurance Co. will be published to Alinma Tokio Marine Co. shareholders to merge Alinma Tokio Marine Co. into Arabian Shield Cooperative Insurance Co. through securities exchange within sufficient time before the Extraordinary General Assembly Meeting of Alinma Tokio Marine Co. The offer document must include all relevant information that the shareholders need to know before making an informed decision when voting on the offer, including the offer information and risk factors.
If the shareholders of Arabian Shield Cooperative Insurance Co. approved the capital increase, and the shareholders of Alinma Tokio Marine Co. accepted the offer in their Extraordinary General Assembly Meetings, the new shares will be issued to Alinma Tokio Marine Co. shareholders who are registered in the shareholders' registry at the Securities Depository Center Company and the shares of Alinma Tokio Marine Co. will be delisted from the Saudi Stock Exchange after the shareholders of Arabian Shield Cooperative Insurance Co. approved the capital increase, and the shareholders of Alinma Tokio Marine Co. accepted the offer in their Extraordinary General Assembly Meetings.
A voting decision without reading the shareholders circular and the offer document carefully reviewing its content may involve high risks. Therefore, the shareholder should carefully read the shareholders circular and the offer document to be able to reach a proper voting decision. If the shareholders circular and offer document prove difficult to understand, it is recommended to consult with an authorized financial advisor.
The CMA's approval should never be considered as an endorsement of the merger's feasibility. The CMA's approval of the application merely means that the legal requirements as per the Capital Market Law and its Implementing Regulations have been met.
