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Dallah Healthcare Company announces signing definitive agreements in connection with the sale and purchase of shares equal to 58.64% in Care Shield Holding Company (by way of a share swap and cash consideration)

DALLAH HEALTH 4004 4.35% 163.20 6.80
Element List Explanation
Announcement Detail Dallah Healthcare Company ("DHC") announces signing the following definitive agreements on 22/09/1441H (corresponding to 15/05/2020G) in connection with the sale and purchase of shares equal to 58.64% in Care Shield Holding Company ("CSHC"):

1. With reference to DHC's announcement on 12/01/1441H (corresponding to 11/09/2019G) in relation to signing a non-binding memorandum of understanding between DHC and Kingdom Investment and Development Company (which was amended and announced on 06/05/1441H (corresponding to 01/01/2020G) and on 10/09/1441H (corresponding to 03/05/2020G)), DHC announces the signing of a Share Swap Agreement with Kingdom Investment and Development Company (the "KIDC Agreement"). Pursuant to the KIDC Agreement, DHC has agreed to acquire a total of 6,820,370 shares in the CSHC from KIDC (representing 54.56% of the share capital of CSHC) with a total value of SAR 300 million in consideration for (i) 3,740,000 of DHC's treasury shares, representing 4.99% of the issued share capital of DHC valued at SAR 186 million ("DHC Shares"), and (ii) a cash consideration amount equal to SAR 114 million (the "Transaction").

Completion under the KIDC Agreement is subject to a number of conditions, including, without limitation, obtaining the approval of the relevant governmental authorities, and obtaining the approval of an extraordinary general assembly of the shareholders of DHC to change the purpose of the allotment of the DHC Shares to KIDC.

Pursuant to the terms of the KIDC Agreement, either DHC or KIDC may terminate the KIDC Agreement if the conditions are not satisfied within six (6) months from the date of the KIDC Agreement.

2. DHC has also entered into share purchase agreements with each of (i) Abdulrahman Bin Ibrahim Abu Hemid and Sons for Trade and Investment, and (ii) Engineer/ Adel Abd AlMohsin Abd Alwahab AlMandeel to acquire a total of 509,260 shares in CSHC (representing 4.08% of the share capital of CSHC) for a cash consideration amount equal to SAR 22 million (the "Agreements").

These Agreements are subject to a number of conditions, including, without limitation, DHC may terminate the Agreements if the Transaction with KIDC pursuant to the KIDC Agreement is not completed.

Following completion of the transactions, DHC will own 58.64% in CSHC.

It should be noted that there are no related parties in respect of all the transactions.

The entry into these agreements come as part of DHC's expansion plan to support its market standing in providing premium medical service, which is in line with its strategic objectives.

DHC will announce any material developments in respect of the Transaction in due course.

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