The United Cooperative Assurance Company announces the Results of the Extraordinary General Assembly Meeting which includes the increase of the Company's Share Capital (First Meeting )
| Element List | Explanation |
|---|---|
| Introduction | The United Cooperative Assurance Company (the "Company" or "UCA") announces the Extraordinary General Assembly Meeting’s results (First Meeting ), which was held at 7:00 PM on Tuesday 21 Jumada Alawal 1445H corresponding to 5 December 2023, by way of physical attendance and through modern technology means. |
| City and Location of the Extraordinary General Assembly's Meeting | The Company’s Extraordinary General Assembly Meeting was held by way of physical attendance and through modern technology means from the Company’s Head Office in Riyadh- Bin Saeedan Tower, King Fahad Road - AlMarooj District. |
| Date of the Extraordinary General Assembly's Meeting | 2023-12-05 Corresponding to 1445-05-21 |
| Time of the Extraordinary General Assembly's Meeting | 07:00 |
| Percentage of Attending Shareholders | 50.2% |
| Names of the Board of Directors' Members Present at the General Assembly's Meeting and Names of the Absentees | The following Board members have attended the meeting:
1. Khaled Hussein Alireza (Chairman of the Board of Directors) 2. Khaled Ahmed AlHamdan (Vice Chairman of the Board of Directors) 3. Mohammed Abdullah AlYahya 4. Mansour Abdulaziz AlSaghayer 5. Bahaa Aldeen Omar Khashogji |
| Names of the Chairmen of the Committees Present at the General Assembly's Meeting or Names of Those Attending on their Behalf | 1. Khaled Hussein Alireza (Chairman of the Executive Committee)
2. Khaled AlHamdan (Chairman of the Nomination & Remuneration Committee) 3. Mohammed Abdullah Al Yahya (Chairman of the Audit Committee) 4. Mansour Abdulaziz Al Saghayer (Chairman of the Investment Committee) 5. Bahaa Aldeen Omar Khashogji (Chairman of the Risk Committee) |
| Voting Results on the Items of the General Assembly's Meeting Agenda's | Item (1) Approving merging Saudi Enaya Cooperative Insurance Company (“Enaya”) into UCA and transferring all the assets and liabilities of Enaya to UCA through a securities exchange offer, through the issuance of nineteen million two hundred and sixty thousand one hundred and sixty-seven (19,260,167) new, fully paid-up ordinary shares representing 48.15% of the current capital of UCA for the benefit of the shareholders of Enaya in return for merging Enaya into UCA with a nominal value of ten (10) Saudi riyals per share, whereby 0.8373985652173910 shares will be issued in UCA for every single share owned in Enaya (the "Merger"). According to the provisions of the merger agreement concluded between UCA and Enaya (the “Merger Agreement”) on 11/11/1444H (corresponding to 31/05/2023G), and amended on 13/01/1445H (corresponding to 31/07/2023G). Including approving the following matters relating to the Merger:
a- Increasing the capital of UCA from four hundred million (400,000,000) Saudi riyals to five hundred and ninety-two million six hundred and one thousand six hundred and seventy (592,601,670) Saudi riyals, in accordance with the terms and conditions of the Merger Agreement and in compliance with the new Companies’ Law.
b- Amending Article 8 of the Company's bylaws related to the share capital.
c- Authorizing the Board of Directors of UCA or any person authorized by the Board of Directors of UCA to issue any decision or take any action that may be necessary to implement any of the aforementioned decisions related to the Merger.
Item (2) Approving the amendment the Company's bylaws to comply with the new Companies' Law, and the renumbering of the articles of the Company's bylaws to be aligned with the proposed amendments. |
| Additional Information | The approval of the shareholders of UCA on the Merger and its related items was obtained during the Extraordinary General Assembly meeting of UCA.
Since completing the Merger requires obtaining the approval of the shareholders of both companies, the Merger between the two companies will not take place until after obtaining the approval of the shareholders of Enaya during the Extraordinary General Assembly meeting of Enaya.
In the event that Enaya shareholders' approval on the Merger is obtained, the share capital of UCA will be increased, through the issuance of new, fully paid-up ordinary shares for the benefit of the shareholders of Enaya in return for merging Enaya into UCA with a nominal value of ten (10) Saudi riyals per share, according to the provisions of the Merger Agreement with Enaya, as per the following:
1. The share capital before increase: 400,000,000 Saudi Riyals
2. The share capital after increase: 592,601,670 Saudi Riyals
3. The total amount of the increase: 192,601,670 Saudi Riyals.
4. Change in capital: 48.15%
5. Number of shares before the increase: 40,000,000 ordinary shares
6. Number of shares after the increase: 59,260,167 ordinary shares
7. Reasons and Method of Capital Increase: issuance of new, fully paid-up ordinary shares for the benefit of the shareholders of Enaya in return for merging Enaya into UCA with a nominal value of ten (10) Saudi riyals per share.
8. 0.8373985652173910 shares will be issued in UCA for every single share owned in Enaya.
9. The eligibility will be for shareholders of Enaya who are registered in the Shareholder Register of Enaya on the second trading day following the date of suspending the shares of Enaya.
10. New shares shall be listed on Tadawul and shall be allocated to the eligible shareholders of Enaya within no less than the third trading period after publishing the approval resolution of the Merger as passed during the Extraordinary General Assembly Meeting of UCA and during the Extraordinary General Assembly Meeting of Enaya, and no more than the sixth trading period after publishing the approval resolution of the Merger as passed during the Extraordinary General Assembly Meeting of UCA and during the Extraordinary General Assembly Meeting of Enaya.
For further details on the Merger and the Company's share capital increase, please refer to the Shareholders Circular. |
Comments