BATIC announced that it signed a Sale Purchase Agreement (SPA) with the Arabian Security and Safety Solutions Company (AMNCO) (a subsidiary company) and that to acquire all its ownership shares in the capital of Smart Cities Solutions for Communications and Information Technology (IT) in exchange of cash (a related party)
| Element List | Explanation |
|---|---|
| Introduction | BATIC announces its Capital Restructuring in the form of transferring its indirect ownership in Smart Cities Solutions for Communications and Information Technology (IT) and that by acquiring all it shares owned by its subsidiary Arabian Company for Security and Safety Solutions (AMNCO) for the benefit of the company BATIC. |
| Transaction Details | BATIC acquires 35% of Smart Cities Solutions for Communications and Information Technology (IT) from of its subsidiary company (Arabian Security and Safety Solutions Company “AMNCO”) |
| Transaction Value | At the nominal value of SR 35,000 |
| Transaction Terms | 1- Arabian Security and Safety Solutions Company (AMNCO) is committed to settle the book value of shares sold (losses) to BATIC.
2- BATIC is committed to replace AMNCO in all commitments related to this Transaction such as financing agreements with banks that finance Smart Cities Solutions Company. 3- Transferring and settling the obligations registered on Smart City Solutions Company in favor of AMNCO to BATIC. 4- The rest of the company's partners independently waive in writing their preemptive rights to purchase the shares sold. 5- Obtain the approvals of the relevant official and private bodies. |
| Parties of the Transaction | BATIC Investment & Logistics Company (Buyer)
Arabian Company for Security and Safety Services “AMNCO” (Seller) |
| Transaction Funding Method | From the company's own resources |
| Transaction Execution Date | 2021-08-26 Corresponding to 1443-01-18 |
| Description of the Business of the Asset forming the Subject Matter of the Transaction | Management and operation of city services systems |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | The financial statements of Smart City Solutions for Communications and Information Technology (IT) are as follows:
• Three years Financial Statements ( noting that the company is still in the stage of construction & preparation of Parking Project ) • Financial year ended 28 February 2019 - (Not Applicable) • Financial year ended 29 February 2020 - (Total net loss of SR 2,268,221) • Financial year ended December 31, 2020 - ( Amendment of Fiscal year to be 31 of December, with Total revenues of SR 808,564 resulted from the limited trail operation of parking project in the eastern province, and a Total net loss of SR 10,858,021) |
| Transaction reasons | This acquisition deal comes in line with the company's strategy of growth and expansion to Smart solutions sector and BOT project within the Kingdom of Saudi Arabia. |
| Expected Impact of the Transaction on the Company and Its Operations | There is no financial impact of the acquisition as the shares are currently indirectly owned by BATIC through the subsidiary company (AMNCO). |
| Related Parties | •Mr. Ahmed AlSanie: Chairman of the Board of Directors of BATIC and owner directly and indirectly, Chairman of the Board of Directors of the Arabian Security and Safety Services Company (AMNCO) which directly owns shares in Smart City Solutions Company for Communication and Information Technology
• Eng. Majid AlEssa: is a member of the Board of Directors of BATIC, and owner. A member of the Board of Directors of the Arabian Security and Safety Solutions Company (AMNCO)
• Eng. Mohammed AlZamil is a member of the Board of Directors of BATIC. And a member of the Board of Directors of the Arabian Security and Safety Solutions Company
• Mr. Firas AlBawardi is a member of the Board of Directors of BATIC, and owner. A member of the Board of Directors of Arabian Security and Safety Solutions Company (AMNCO) and CEO of JASARA, which owns a 7% of the capital of Smart Cities Solutions Company.
• Mr. Fahad Algathami is a member of the Board of Directors of BATIC, owner. And a member of the Board of Directors of the Arabian Security and Safety Solutions Company (AMNCO) |
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