Mobile Telecommunication Company Saudi Arabia "Zain KSA" announces an update on the Board of Directors' approval of the offers received from the Public Investment Fund ("PIF"), HRH Prince Saud Bin Fahad, and Sultan Holding Company, to acquire stakes in the “Zain KSA” towers infrastructure.
| Element List | Explanation |
|---|---|
| Introduction | "Zain KSA” announces the transfer of ownership of its subsidiary (“Zain Business Limited”) to PIF for a nominal value of SAR 10,000; PIF has subsequently changed the trade name of Zain Business Limited to The Golden Lattice Investment Company (“GLI”).
Moreover, “Zain KSA” signed with GLI an Asset Purchase Agreement “APA”; whereby at least 8,069 sites will be transferred from “Zain KSA” to “GLI” for an aggregate value of SAR 3,026 million.
Upon the “Financial Completion” under the APA, “Zain KSA” will receive a cash proceed of SAR 2,421 Million along with a 20% equity stake in “GLI”.
“Zain KSA” has also signed a Shareholders’ Agreement “SHA” with PIF, HRH Prince Saud bin Fahd bin Abdulaziz, Sultan Holding Company, and “GLI” in respect of “GLI”, such that the shareholding structure of "GLI" upon Completion shall be: PIF – 60%; Zain KSA – 20%; HRH Prince Saud bin Fahad – 10% and Sultan Holding Company – 10%.
"The Financial Completion" under the APA is only achieved when the required licenses are obtained, and Zain KSA transfers at least 3,000 sites out of the 8,069 to GLI, then “The Financial Completion” date will be triggered and the above mentioned signed APA and SHA agreements will be executed.
According to the APA, the transfer of the sites will be in batches, with at least 8,069 sites to be transferred within a period not exceeding 18 months from “The Financial Completion". |
| Previous Announcement | "Zain KSA" announcement of receiving two no-objection letters from the Communications and Information Technology Commission to sign the Shareholders’ Agreement and to sign the Asset Purchase Agreement. |
| Date of Previous Announcement on Tadawul's Website | 2022-09-08 Corresponding to 1444-02-12 |
| Percentage of fulfilled achievement | N/A |
| Event's Expected Completion Date | N/A |
| The costs associated with the event, and if they have changed or not with indication of the reasons. | N/A |
| Additional Information | The transaction will result in a gain of up to SAR 1.1 Billion from the transfer of 8,069 towers over the following 18 months to the financial closing.
Zain KSA will work with all the parties to complete the remaining phases of the transaction.
As part of Zain KSA’ transparency, Zain KSA would like to clarify that the decision to approve the final offers by the Board of Directors was unanimous, after excluding the following related parties in this transaction, “Zain KSA” Chairman H.H Prince Naif bin Sultan bin Mohammed bin Saud Al Kabeer as he is also the Chairman of Sultan Holding Company, in addition, Zain board member Mr. Saud Al-Bawardi who works for United Company, where H.R.H Prince Saud bin Fahd bin Abdulaziz has an interest in.
Any substantial developments will be announced in due course. |
Comments