|Introduction||Further to the announcement made by the National Petrochemical Company (“Petrochem”) on 21/03/1443H (corresponding to 27/10/2021G) in respect of its entry into a binding implementation agreement with the Saudi Industrial Investment Group (“SIIG”) pursuant to which Petrochem and SIIG have agreed to take the necessary steps to implement the transaction acquisition by way of increasing SIIG’s share capital to acquire, through a securities exchange offer, the entire issued shares of Petrochem which are not owned by SIIG in accordance with Article (26) of the Merger and Acquisition Regulations and the Rules on the Offer of Securities and Continuing Obligations issued by the board of the Capital Market Authority (“CMA”) (the “Transaction”), and whereas the CMA has issued its approval on 13/8/1443H (corresponding to 16/3/2022) in respect of (i) SIIG’s capital increase application regarding the Transaction; and (ii) the publication of the Offer Document in respect of the Transaction; Petrochem announces the publication of Petrochem Board of Directors’ Circular (“Circular”) relating to the Transaction which has been prepared in accordance with the requirements of Article (39) of the Merger and Acquisition Regulations issued by the Board of the CMA, which includes Petrochem Board of Directors’ opinion with respect to the offer addressed to the shareholders of Petrochem in respect of the Transaction and SIIG’s plans for Petrochem, in addition to the independent advice provided to the Petrochem Board of Directors by GIB Capital which has been appointed as the financial advisor in connection to the Transaction.
SIIG has also published the following documents earlier today:
1. The Offer Document directed to Petrochem shareholders in respect of the Transaction (“Offer Document”) which includes all the details related to the offer by SIIG to Petrochem’s shareholders for the purpose of the Transaction, which has been prepared in accordance with Article (38) of the Merger and Acquisition Regulations.
2. SIIG’s Shareholders Circular in relation to increasing SIIG’s share capital for the purpose of the Transaction, which has been prepared in accordance with Article (57) of the Rules on the Offering of Securities and Continuing Obligations issued by the Board of the CMA.
|Previous Announcement||Petrochem’s announcement on the recent development relating to its entry into a binding implementation agreement with the SIIG in relation to the acquisition by SIIG of all shares issued in Petrochem through a securities exchange transaction|
|Date of Previous Announcement on Tadawul’s Website||2021-10-27 Corresponding to 1443-03-21|
|Percentage of fulfilled achievement||Not applicable|
|Event’s Expected Completion Date||For further details about the Transaction and completion procedures, please refer to the Circular and Offer Document.|
|The costs associated with the event, and if they have changed or not with indication of the reasons.||For further details about the Transaction and completion procedures, please refer to the Circular and Offer Document.|
|Impact of the Delay on the Company’s Financial Results||Not applicable.|
|Additional Information||The Board of Directors of Petrochem notes that each Petrochem shareholder must carefully read and consider all information contained in the Circular and Offer Document prior to making their decision on how to vote on the Transaction. If in doubt as to the vote that such shareholder should make at Petrochem’s extraordinary general assembly meeting, the Board of Directors of Petrochem recommends that such shareholder consult an independent financial advisor licensed by the CMA in relation to the Transaction and relies on its own examination of the Transaction with regard to such Petrochem shareholder’s individual objectives, financial situation and needs.
The Circular is attached to this announcement. Copies of the Circular can be obtained from Petrochem’s website at (www.petrochem.com.sa) or the website of the Saudi Exchange Company at (www.saudiexchange.sa). Copies of the Offer Document can be obtained from SIIG’s website at (www.siig.com.sa), the CMA’s website at (www.cma.com.sa) or the website of the Saudi Exchange Company at (www.saudiexchange.sa).
For further details on the recent developments of the Transaction, please refer to Petrochem’s announcements published on the website of the Saudi Exchange Company on 21/03/1443H (corresponding to 27/10/2021G) and 26/05/1443H (corresponding to 30/12/2021G).
Petrochem will announce any further material developments on the Transaction in due time.