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CMA Announces the Approval of Aljazira Takaful Taawuni Co. request to increase its capital to merge Solidarity Saudi Takaful Co. into Aljazira Takaful Taawuni Co. through a securities exchange offer

​The CMA announces the issuance of its resolution approving Aljazira Takaful Taawuni Co. request to increase its capital from SAR 350,000,000 to SAR 470,664,030 by issuing 12,066,403 ordinary shares to merge Solidarity Saudi Takaful Co. into Aljazira Takaful Taawuni Co. and transferring all of Solidarity Saudi Takaful Co. assets and liabilities to Aljazira Takaful Taawuni Co. through a securities exchange offer.

Aljazira Takaful Taawuni 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 Aljazira Takaful Taawuni Co. to Solidarity Saudi Takaful Co. shareholders to merge Solidarity Saudi Takaful Co. into Aljazira Takaful Taawuni Co. through a securities exchange offer.

The offer document of Aljazira Takaful Taawuni Co. will be published to Solidarity Saudi Takaful Co. shareholders to merge Solidarity Saudi Takaful Co. into Aljazira Takaful Taawuni Co. through securities exchange within sufficient time before the Extraordinary General Assembly Meeting of Solidarity Saudi Takaful 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 Aljazira Takaful Taawuni Co. approved the capital increase, and the shareholders of Solidarity Saudi Takaful Co. accepted the offer in their Extraordinary General Assembly Meetings, the new shares will be issued to Solidarity Saudi Takaful Co. shareholders who are registered in the shareholders’ registry at the Securities Depository Center Company and the shares of Solidarity Saudi Takaful Co. will be delisted from the Saudi Stock Exchange after the merger decision becomes effective.

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.