Saudi Reinsurance Co. (“Saudi Re”) Announces the Execution of a non-binding Memorandum of Understanding (“MoU”) with the Public Investment Fund (“PIF”) pursuant to which PIF intends to subscribe to new cash shares in Saudi Re by way of capital increase with suspension of preemptive rights (the “Proposed Transaction”).
| Element List | Explanation |
|---|---|
| Memorandum Signing Date | 2023-10-07 Corresponding to 1445-03-22 |
| Counterparty | The Public Investment Fund |
| Memorandum Subject | Subscription to new cash shares |
| Memorandum Duration | The MoU shall expire: (i) three months after the date of its signature (unless otherwise the term of the MoU is extended by the prior written approval of Saudi Re and PIF), (ii) upon entering into a legally binding subscription agreement (the “Subscription Agreement”) by and between Saudi Re and PIF, (iii) by prior written consent of Saudi Re and PIF to terminate the MoU, or (iv) after fifteen (15) days from the date on which PIF notifies Saudi Re in writing of its desire to cease the negotiations and not to proceed with the Proposed Transaction (whichever is earlier). |
| Related Parties | N/A |
| Financial Impact | The financial impact will be announced in due course. |
| Additional Information | Name of Financial Advisor of Each Party:
- Al Rajhi Capital for Saudi Re - GIB Capital for the PIF
Major Terms in the Memorandum:
- The MoU is not binding. - The PIF is to subscribe to new cash shares representing a significant minority in Saudi Re, issued by way of capital increase with suspension of preemptive rights of the current shareholders, for a price of SAR 16 per share. - The implementation of the Proposed Transaction is subject to Saudi Re and PIF entering into the Subscription Agreement. - Entry into the Subscription Agreement is subject to obtaining the required internal approvals of PIF. - The Proposed Transaction is subject to the absence of any change in the CEO position or any other position in Saudi Re’s executive management. - The terms and conditions of the Subscription Agreement will include obtaining all the required regulatory approvals, including the approvals of the Capital Market Authority and SAMA, and the approval of Saudi Re’s extraordinary general assembly.
Actions to be Taken by the Company during the Memorandum’s Duration:
Saudi Re and PIF shall cooperate to negotiate in good faith to achieve entry into the Subscription Agreement.
Approvals:
The Proposed Transaction is subject to obtaining all the required regulatory approvals, including the approvals of the Capital Market Authority and SAMA, and the approval of Saudi Re’s extraordinary general assembly.
Additional Information:
Saudi Re will announce any material developments in relation to the Proposed Transaction in accordance with the applicable laws and regulations. |
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