Further to the Sipchem’s announcements on 20/08/1440H (corresponding to 25/04/2019G) relating to the invitation to its 12th Extraordinary General Assembly and the publication of the offer document relating to its offer to acquire all the issued shares in Sahara,
Sipchem’s board of directors is pleased to announce the publication of the shareholders’ circular issued to Sipchem’s shareholders in relation to Sipchem’s capital increase to effect the Transaction (“Shareholders’ Circular”), this Sunday 23/08/1440H (corresponding to 28/04/2019G). The Shareholders’ Circular is 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 Shareholders’ Circular has been prepared in accordance with the requirements of the Rules on the Offer of Securities and Continuing Obligations issued by the board of the CMA pursuant to resolution number 2017-123-3 dated 09/04/1439H (corresponding to 27/12/2017G) pursuant to the Capital Market Law (as defined herein), as amended pursuant to the board of the CMA’s resolution number 3-45-2018 dated 07/08/1439H (corresponding to 23/04/2018G( 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 has been issued and the Capital Market Authority has announced the issuance of such resolution on 17/08/1440H (corresponding to 22/04/2018G).
Pursuant to Article 33(n) of 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), shareholders holding shares in both Sipchem and Sahara may only vote on matters relating to the Transaction in either the Extraordinary General Assembly of Sipchem or the Extraordinary General Assembly of Sahara, 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 Shareholders’ Circular contains important information in relation to the Transaction. The board of directors of Sipchem notes the importance of the shareholders of Sipchem’s reading of the Shareholders’ Circular in detail before voting on any of the matters relating to the Transaction.
Further information on the Transaction will be announced in due course.