“Sipchem” Announces the Publication of the Offer Document relating to its Offer to Acquire All the Issued Shares in “Sahara” in exchange of the new shares in Sipchem
Thursday, April 25, 2019
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Explanation

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Further to the Sipchem’s announcement on 28/3/1440H (corresponding to 6/12/2018G) relating to the signing of the binding implementation agreement relating to the potential business combination of equals with Sahara (“Implementation Agreement”) (“Transaction”), and its announcement on 28/07/1440H (corresponding to 04/04/2019G) in relating to the amendment to the Implementation Agreement.

 

Sipchem’s board of directors is pleased to announce the publication of the offer document issued for Sahara’s shareholders to acquire all of their shares in Sahara (“Offer Document”) and the timetable for the Transaction (“Timetable”), this Thursday 20/8/1440H (corresponding to 25/04/2019G). The Offer Document and the Timetable are going to be available on the website of the Saudi Stock Exchange (Tadawul) www.Tadawul.com.sa and on the following website www.sipchem-sahara.com.

 

The Offer Document has been prepared in accordance with the requirements on the Merger and Acquisition Regulations issued by the board of the CMA pursuant to resolution number 1-50-2007 dated 21/09/1428H (corresponding to 3/10/2007G), and amended by the CMA’s board resolution number 3-45-2018 dated 07/08/1439H (corresponding to 23/04/2018G) (“M&A Regulations”( and the provisions of the Companies Regulations issued under Royal Decree No. (M/3), dated 28/01/1437H (corresponding to 10/11/2015G), and amended by Royal Decree No. (M/79) dated 25/07/1439H (corresponding to 11/04/2018G).

 

The Capital Market Authority’s resolution to approve Sipchem’s request to increase its capital to implement the transaction and the publication of the Timetable and the Offer Document has been issued and the Capital Market Authority has announced the issuance of such resolution on 22/08/1440H (corresponding to 22/04/2018G).

 

Pursuant to Article 33(n) of the Merger and Acquisition Regulations, shareholders holding shares in both Sipchem and Sahara may not vote on matters relating to the Transaction, and if any of the shareholders votes on any of these matters in both the Extraordinary General Assembly of Sipchem and the Extraordinary General Assembly of Sahara, such shareholder’s votes shall be counted in one of the Extraordinary General Assemblies only.

 

The Offer Document contain important information in relation to the Transaction. The board of directors of Sipchem notes the importance of the shareholders of Sahara’ reading of the Offer Document in detail before voting on any of the matters relating to the Transaction.

 

Further information on the Transaction will be announced in due course.

Announcement Detail