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Kingdom Holding Company announces signing a definitive agreement in connection with the sale and purchase of shares equal to 54.56% in Care Shield Holding Company (by way of a share swap and cash consideration)

KINGDOM 4280 0.14% 7.10 0.01
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Announcement Detail Kingdom Holding Company ("KHC") announces signing a definitive agreement on 22/09/1441H (corresponding to 15/05/2020G) in connection with the sale and purchase of shares equal to 54.56% in Care Shield Holding Company ("CSHC"):

With reference to KHC’s announcement on 12/01/1441H (corresponding to 11/09/2019G) in relation to signing a non-binding memorandum of understanding between its subsidiary Kingdom Investment and Development Company ("KIDC") and Dallah Healthcare Company ("DHC") (which was amended and announced on 06/05/1441H (corresponding to 01/01/2020G) and on 10/09/1441H (corresponding to 03/05/2020G)), KHC announces signing a Share Swap Agreement between its subsidiary KIDC and DHC (the "DHC Agreement"). Pursuant to the DHC Agreement, DHC has agreed to acquire a total of 6,820,370 shares in 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 DHC 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 DHC Agreement, either KIDC or DHC may terminate the DHC Agreement if the conditions are not satisfied within six (6) months from the date of the DHC Agreement.

Following completion of the Transaction and other transactions entered into by DHC for the purchase of additional shares in CSHC from other shareholders, DHC will own 58.64% in CSHC, and KIDC will own 4.99% of the issued share capital of DHC.

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

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

This Transaction is part of KIDC’s strategy of expanding and enhancing the value of its investments in the healthcare sector of the Kingdom of Saudi Arabia.

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