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Gulf Union Alahlia Cooperative Insurance Company Announces the Publication of the Shareholders Circular, the Offer Document, and the Transaction Timeline in Relation to the Increase in Gulf Union Alahlia Cooperative Insurance Company’s Share Capital for the Purpose of the Merger of AlSagr Insurance Company into Gulf Union Alahlia Cooperative Insurance Company.

GULF UNION ALAHLIA 8120 59.71% 20.06 7.50
Element List Explanation
Announcement Detail With reference to the Capital Market Authority approval dated 08/01/1445H (corresponding to 26/07/2022G) of Gulf Union Alahlia Cooperative Insurance Company (“Company” or “Gulf Union Alahlia”) application to increase its share capital for the purpose of the merging Al Sagr Cooperative Insurance Company (“AlSagr”) into Gulf Union Alahlia through a share swap, Gulf Union Alahlia would like to announce the publication of the following documents:

1. Gulf Union Alahlia Shareholders Circular issued by Gulf Union Alahlia to its shareholders:

The Shareholders Circular is addressed to Gulf Union Alahlia shareholders and has been prepared by Gulf Union Alahlia in accordance with the requirements of Article (75) of the Rules on the Offer of Securities and Continuing Obligations in regard to the increase in the share capital of Gulf Union Alahlia with respect to the merger of AlSagr into Gulf Union Alahlia in consideration for the issuance of new shares to AlSagr shareholders in Gulf Union Alahlia pursuant to Articles 225, 227, 228 and 229 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations (“Merger”). The Circular includes details of the Merger, its terms and conditions and other related matters, including the procedures required to effect the Merger and the risks related to the Merger. The circular may be obtained through the websites of the Capital Market Authority, Gulf Union Alahlia or its financial advisor (Aljazira Capital).

or through the following link:

https://gulfunion.com.sa/assets/files/(EN)%20Gulf%20Union%20Al%20Ahlia%20Shareholders%20Circular.pdf

The board of directors of Gulf Union Alahlia notes that all shareholders of Gulf Union Alahlia must carefully read and consider all information contained in the circular prior to making their decision on how to vote on the Merger. If in doubt as to the vote such shareholder should make at the Gulf Union Alahlia EGM, the board of directors of Gulf Union Alahlia recommends that the shareholder should consult an independent financial advisor licensed by the Capital Market Authority in relation to the Merger and relies on its own examination of the Merger with regard to the Gulf Union Alahlia shareholder's individual objectives, financial situation and needs.

2. Offer Document issued by Gulf Union Alahlia to AlSagr Shareholders:

The Offer Document is issued by Gulf Union Alahlia and addressed to AlSagr Shareholders and has been prepared by Gulf Union Alahlia in connection with the offer to the Merger made by Gulf Union Alahlia to AlSagr Shareholders in consideration for Gulf Union Alahlia issuing new shares to AlSagr Shareholders pursuant to Articles 225, 227, 228, and 229 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations. The Offer Document is prepared in accordance with the requirements in Article 38 of the Merger and Acquisition Regulations issued by the Capital Market Authority.

The Offer Document may be obtained through the websites of the Capital Market Authority, Gulf Union Alahlia or its financial advisor, Aljazira Capital company.

Gulf Union Alahlia notes that AlSagr shareholders should carefully read and consider all information contained in the Offer Document and the board circular to be issued by AlSagr board prior to making their decision on how to vote on the Merger. If in doubt as to the vote such shareholder should make at the AlSagr EGM, it is recommended that the shareholder should consult an independent financial advisor licensed by the Capital Market Authority.

3. Transaction Timeline

The Transaction Timeline sets out the proposed dates for the main events for the implementation of the Merger, in accordance with the requirements of Article 17(c) of the Merger and Acquisitions Regulations. The dates included therein are final – and may be altered or amended - and will depend on, among other things, any procedures or periods imposed by the relevant regulators or whether (and the dates on which) the conditions of the Merger are satisfied. A copy of the Merger Timeline is enclosed to this announcement.

Shareholders Circular:

Attached Documents      
Important Dates and Key Stages of the Merger Transaction
The Merger of AlSagr Insurance Company into Gulf Union Alahlia Cooperative Insurance Company Offer Document

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