Walaa Insurance, SABB Takaful say merger complete; SABB Takaful to delist

Logos of Walaa Insurance and SABB Takaful

Walaa Cooperative Insurance Co. and SABB Takaful Co. announced that the merger transaction became effective and that all assets and liabilities of SABB Takaful have been transferred to Walaa Insurance.

In separate statements to Tadawul, the insurers said the merger was complete as Walaa issued 20.41 million ordinary shares at a nominal value of SAR 10 per share for SABB Takaful shareholders included in the register at the Securities Depository Center Co. (Edaa) before the market opening on Oct. 23, 2022.

SABB Takaful announced that the creditor objection period expired by the end of Oct. 18, without any opposition.

Following this, the merger deal became effective where all of its assets and liabilities were transferred to Walaa and SABB Takaful shares will be delisted.

Walaa noted that the share issuance will be through a capital increase from SAR 646.4 million to SAR 850.6 million, and, accordingly, the number of shares will increase from 64.6 million to 85.1 million after fulfilling the merger agreement terms.

As set out in the important dates and milestones of the merger transaction in the shareholder circular and offer document, the de-listing of SABB Takaful shares on Tadawul, and, listing and depositing of the new shares in the accounts of the eligible SABB Takaful shareholders will be completed within a period not exceeding the sixth trading session after this announcement.

It is also expected that the required procedures related to the amendment of Walaa’s commercial registration certificate and foreign investment license and the cancellation of SABB Takaful’s commercial registration certificate will be completed within the timeframe set out in the important dates and milestones of merger transaction in the shareholder circular and offer document.

The insurer also noted that in the event that the exchange ratio calculation produces a fractional share, the resulting figure will be rounded down to the nearest share. Walaa shall aggregate all fractional entitlements and sell, based on the shares market price at the time, the corresponding shares on behalf of all eligible SABB Takaful shareholders who would otherwise have been entitled to receive a fractional Walaa share in the market for cash, and subsequently distribute the net cash proceeds to such eligible shareholders on a pro-rata basis within a period not exceeding 30 days from merger completion. Any expenses in relation to the sale of fractional shares, will be paid from the proceeds of such sale.

In a separate statement, the Saudi Exchange (Tadawul) announced the trading suspension on SABB Takaful Co. shares today, Oct. 19, to commence delisting procedures of the company’s shares.

Furthermore, the Securities Depository Center (Edaa) will announce the implementation of the increase in the quantity of Walaa Insurance shares and the deposit of the new shares in the center’s accounts of all eligible SABB Takaful shareholders after two business days from the merger and up to six business days as per the Tadawul and Edaa procedures.

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