Jabal Omar signs pact to acquire Alinma Makkah Fund’s assets via capital increase to SAR 11.5 bln

Logo of Jabal Omar Development Co.

Jabal Omar Development Co. (JODC) entered into a binding transaction agreement regarding the full settlement of the rights and obligations of Alinma Makkah Real Estate Fund’s assets in exchange for 225.1 million new shares to be issued to the fund’s unitholders in JODC.

In a statement to Tadawul, the real estate developer said the exchange or swap ratio is 0.442 new share in the company for every unit of the fund (excluding the company in its capacity as a unitholder), through a capital increase from SAR 9.3 billion to SAR 11.5 billion.

Alinma Makkah Fund and its related entities will surrender to JODC their rights over the assets, after the relevant documents and agreements, including rights of ownership and any other rights, and all collateral and security granted by the developer is released and terminated.

The completion of the transaction will constitute full and final settlement of all rights and obligations of JODC and Alinma Makkah Fund, and its related entities, in relation to the fund.

The agreement is subject to a number of conditions to implement the transaction, including, obtaining all required regulatory approvals.

Also required are the approvals of JODC’s general assembly as well as of any third party whose consent is required to implement the transaction.

Any further related material developments will be announced in a timely manner as required by the relevant laws and regulations, the statement noted.

The agreement includes a confirmation statement that JODC will not, as part of its strategy, on and from the effective date and for a period of following 12 months conduct more than 20% of its real estate business outside of Makkah; develop the land plots located within zones 5, 6 and 7 at Jabal Omar, Makkah; and incur any financial indebtedness that exceeds SAR 16.11 billion (or the equivalent in any other currency).

The agreement may be terminated if a written notice to terminate is given by one party to the other, in case either party commits a material breach of the certain provision of the agreement.

It can also be terminated if the transaction is not complete within six months from the date of signing, or any other date as agreed by both parties in writing.

It can also be ended, if the conditions of the agreement are not satisfied or waived pursuant to the terms and conditions within six months from signing; or if the parties agree to terminate it in writing.

On Jan. 9, JODC received a notification from the manager of Alinma Makkah Fund stating that its unitholders agreed to make basic changes to the terms and conditions, allowing the option of in-kind exit for the owners, Argaam reported.

The fund manager was authorized to sign - on behalf of the fund - the binding agreement in respect of the potential transaction after obtaining the Capital Market Authority’s (CMA) approval in respect of the proposed fundamental changes.

In February, Alinma Investment Co. announced obtaining the approval of the unitholders and the CMA to add the most important terms of the binding agreement to be concluded between JODC and the fund, and to add the timeframe for implementing the deal.

The main terms and conditions of the binding agreement can be viewed through the attached document: