Al-Ahlia Insurance Co. announce to invite its shareholders to attend the Extraordinary General Meeting ( First Meeting )
|Introduction||Further to the previous announcements of Al-Ahlia for Cooperative Insurance Company (the "Company") and Gulf Union Cooperative Insurance Company ("Gulf Union") regarding the proposed merger between the Company and Gulf Union publication of Gulf Union’s Offer Document and the Board Circular of the Company, the Board of Directors of the Company is pleased to invite its shareholders to attend the Extraordinary General Assembly meeting (First Meeting). The meeting will be held at Marriott Hotel – Riyadh – Makarem ballrooms – Al Wazarat District – King Saud Road – Kingdom of Saudi Arabia on Sunday 21/05/1440 (Umm Al Qura calendar) corresponding to 27 / 01 /2019 at 08:30 p.m.|
|City and Location of the General Meeting||Marriott Hotel – Riyadh – Makarem ballrooms – Al Wizarat District – King Saud Road – Kingdom of Saudi Arabia|
|Hyperlink of the meeting location||https://goo.gl/maps/imdGWMcLdM22|
|Date of the General Meeting||2019-01-27 Corresponding to 1440-05-21|
|Time of the General Meeting||20:30|
|shareholding Eligibility to attend general assembly meeting||The EGM shall be held unless attended by shareholders owning at least one-half of the share capital of the Company. If such quorum is not present, a second meeting shall be held after a lapse of an hour from the preceding meeting. The second meeting shall be deemed valid if attended by shareholder owning at least one-fourth of the share capital of the Company.|
|Quorum as percentage of shareholding||The EGM shall be held unless attended by shareholders owning at least one-half of the share capital of the Company. If such quorum is not present, a second meeting shall be held after a lapse of an hour from the preceding meeting. The second meeting shall be deemed valid if attended by shareholder owning at least one-fourth of the share capital of the Company.|
|General Meeting Agenda||Item 1: Voting on the Offer Document from Gulf Union for cooperative insurance regarding the Merger with Al Ahlia for cooperative insurance for purchasing the entire shares of Al Ahlia's shareholders, to be effected by way of a merger pursuant to Articles 190 to 193 of the Companies Regulations issued under Royal Decree No. M3 dated 28/1/1437H (corresponding 10/11/2015G) through the issuance of one new Gulf Union shares for every 1.740357 shares in the Company (attached).
Item 2: Voting on the authorization of the Board of Directors, or any person so authorized by the Board of Directors, to adopt any resolution or take any action as may be necessary to implement the above resolution (Items 1).
|proxy details form|
|E-Vote||The shareholders registered in Tadawulaty services may vote remotely on the agenda of the General Assembly Meeting starting at [10:00] a.m. on Wednesday 17 / 05 /1440 corresponding to 23/ 01 /2019 until 4:00 p.m. on the day of the meeting. Registration and voting will be available free of charge through the e-voting services at: https://www.tadawulaty.com.sa|
|Additional Information||1- Board Circular and the Independent Advise:
Reference is made to the Circular produced by the Board of Directors of the Company in relation to the Merger, which is annexed to the Offer Document. The Board Circular sets out the views of the Board of Directors of the Company in relation to the Merger, as well as supplementary information compliant with the Merger and Acquisition Regulations issued by the Capital Market Authority (the "CMA").
In formulating its views in relation to the Merger, the Board of Directors has reviewed the Independent Advise of Wasatah Capital Company Saudi Arabia (the "Wasatah Capital"), the financial advisor of the Company. The Independent Advise, which is included in the Offer Document, will be available on the Company’s website (www.alahlia.com.sa) from the date of publication of this announcement to the conclusion of the Extraordinary General Assembly Meeting. Additionally, copies of the Independent Advise will be available for inspection at the Extraordinary General Assembly Meeting.
2- Proxy voting:
Shareholders unable to attend the Extraordinary General Assembly Meeting on time and wish to authorize a representative by proxy (other than the members of the Board of Directors and the Company’s employees) shall send a copy of the necessary documents of authorization (pursuant to the authorization form attached) with an attestation by the Chambers of Commerce and Industry (if the shareholder is a member of the same, a company, or a legal entity), a licensed bank or an Authorized Person in the Kingdom, provided that the authorizing shareholder holds an account with the attesting bank or Authorized Person, or Notary public or persons licensed for attesting. The copy of the proxy must be sent to the Company at least two days prior to the General Assembly Meeting at the following address:
Al Ahlia for cooperative insurance– Riyadh – Al Yarmouk District – Dammam Main Road – P.O. Box 939 Riyadh 11312
The original proxy must be brought on the day of meeting, along with a copy of the identity card.
All shareholders or the authorized persons wishing to attend the meeting must bring their original identity card on the day of meeting.
For any query, please call 0115119800 Ext 1010 during the working hours or by email BOD@alahlia.com.sa
3- Documents available for inspection:
Requisite documentation related to the Merger (including the Offer Document, the Independent Advise and the Merger Agreement) will be available for inspection by the shareholders of the Company at the head office of the Company which is located at the Riyadh – Al Yarmouk District – Dammam Main Road. From Sunday to Thursday (08:00 a.m. - 4:00 p.m.), excluding official holidays. The documents will be available from the date of the publication of the Offer Document to the conclusion of the Extraordinary General Assembly Meeting.
4- Important information:
1. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.
2. The implications of the Merger for persons resident in, or citizens of, jurisdictions outside of Saudi Arabia may be affected by the laws of the relevant jurisdictions. The availability of the Merger to persons not resident in Saudi Arabia may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.
3. This announcement is not being and must not be published or distributed, in whole or in part, in, into or from any jurisdiction where such publication or distribution is prohibited or restricted.
4. This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to the Merger, this announcement or otherwise. The offer by Gulf Union to the shareholders of the Company will be made solely pursuant to the Offer Document, which will contain the full terms and conditions of the Merger.
5. This announcement and the Offer Document will be available on the Company’s website (www.alahlia.com.sa ) by no later than 5:00 p.m. on the date of this announcement.
6. Wasatah Capital, which is authorized and regulated in Saudi Arabia by the CMA, is acting exclusively for the Company and no one else in connection with the Merger and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Wasatah Capital nor for giving advice in relation to the Merger or any matter or arrangement referred to in this announcement.
7. This is an unofficial English translation of the announcement published in the Arabic language. No reliance should be placed on this English translation, which may not entirely reflect the official Arabic language announcement.
5- Attached documents:
1. Offer Document which includes the Al-Ahlia Board Circular and the Independent Advise of Wasatah Capital
2. Voting authorization form