Saudi International Petrochemical Company “Sipchem”, announces the results of its Extraordinary General Assembly’s (First Meeting) held on Thursday 11/09/1440H (corresponding to 16/05/2019G) at the Ritz Carlton in Riyadh, chaired by Mr. Fahad S. Al-Rajhi, and in attendance of the below Board Member:
1. Dr. Abdulrahman A. Al-Zamil
2. Eng. Reyadh S. Ahmed
3. Dr. Abdulrahman A. Al-Jafary (Board Member and Remuneration and Nomination Committee Member)
4. Mr. Bandar A. Masoudi
5. Mr. Ayidh M. Al-Qarni
6. Mr. Ibrahim H. Al-Mazyad (Board Member and Audit Committee Chairman)
7. Dr. Sami M. Zaidan
And in absence of:
1. H.E. Eng. Abdulaziz A. Al-Zamil (Chairman),
2. Mr. Ziad A. Al-Turki
3. Eng. Abdullah S. Al-Saadoon
After the quorum for convening the assembly has been met in accordance with article (34) of Sipchem’s Bylaws, and having considered the agenda items of the Assembly and based on the voting results, the results have been approved.
1. Approving the capital increase of Sipchem to acquire all the shares of the shareholders of Sahara Petrochemical Company (a Saudi listed joint stock company registered under commercial registration number 1010199710 dated 19/05/1425H corresponding to 07/07/2004G) and has a registered capital of SR 4,387,950,000) ("Sahara") pursuant to a securities exchange offer, which includes approval of the following:
a. Approving the capital increase of Sipchem from SAR 3,666,666,660 to SAR 7,333,333,320 (the “Capital Increase”) by issuing 366,666,666 new ordinary shares with a nominal value of SAR 10 per share ("New Sipchem Shares") for the purpose of acquiring all the shares of the shareholders of Sahara in accordance with Article (58) of the Rules on the Offer of Securities and Continuing Obligations, which amounts to 438,795,000 shares in Sahara in exchange for the New Sipchem Shares (the "Transaction"); in accordance with Article (26) of the Merger and Acquisition Regulations; and the completion of the Transaction. The number of Sipchem shares after the issuance of the New Sipchem Shares will increase from 366,666,666 shares to 733,333,332 shares, meaning that the capital of Sipchem will increase by 100%. The New Sipchem Shares will be deposited in the concerned Sahara shareholders' portfolios between the third trading day and the sixth trading day following the Extraordinary General Assembly meetings of both Sipchem and Sahara.
b. Approving the implementation agreement entered into between Sipchem and Sahara in respect of the Transaction dated 6 December 2018, which was amended in accordance with the agreement to amend the implementation agreement dated 3 April 2019.
c. Approving the amendment of Sipchem's Bylaws in accordance with the results of the voting on item (1) of the agenda as agreed between Sipchem and Sahara regarding the Transaction, and other articles of the Bylaws that Sipchem wishes to amend in accordance with the draft attached to this invitation.
d. Approving the authorization of the Board of Directors of Sipchem and its Chief Executive Officer and their delegates to do whatever necessary to implement and effect the Extraordinary General Assembly’s resolutions issued at this meeting and to do and sign whatever necessary in this regard.
In accordance with the provisions of the Implementation Agreement, the Capital Market Law and the applicable rules and regulations, by approving and completing the Transaction, the New Sipchem Shares will be listed on the Saudi Stock Exchange (“Tadawul”) and the Sahara shares will be de-listed from Tadawul, pursuant to which Sahara will become a wholly-owned subsidiary of Sipchem.
Voting Results on the Agenda
Mr. Fahad Bin Sulaiman Al Rajhi, Chairman of the meeting, said that with the attendance of our shareholders during the Extraordinary General Assembly meeting, we are setting out future plans and laying the groundwork for moving steadily towards sustainable economic development and remarkable growth. Affirming that Sipchem's board of directors has long recognized the importance of implementing the business combination of equals between the two companies (Sipchem and Sahara) and the benefits that this Transaction will bring to each company. The Transaction will contribute to creating additional value for the shareholders by combining the expertise and skills of both companies, enhancing the competitiveness in the petrochemical sector regionally and globally.
Adding that, this Transaction is in line with the strategic goal of the Vision 2030 to build national entity with strong local and international reach in a sector has been identified as a priority for the future economy of Saudi Arabia. Both companies will be better positioned to support the non-oil economy and create attractive private sector job opportunities.
The Chairman of the meeting, thanked the shareholders for their attendance and their confidence on the company and its Board of Director, hoping this Transaction will be a stone in the future of the company and a transformative step for the petrochemical sector in the Kingdom of Saudi Arabia.