Logo of Jabal Omar Development Co.
Jabal Omar Development Co. announced today, Dec. 23, modifying its share offer to 225.13 million from 193.07 million to Alinma Makkah Real Estate Fund’s manager to settle all payment obligations and other liabilities owed by the developer to the fund.
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Transaction terms pursuant to binding agreement |
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Transaction parties |
Jabal Omar and Alinma Makkah Real Estate Fund |
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Transaction structure |
By raising capital by transferring debt |
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Consideration |
Issuance of 225.13 million new shares in favor of unit holders, excluding the company as owner
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Exchange Ratio |
0.442 new shares in the company for each unit of the fund
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Reason |
Termination of all contractual obligations between the company, the fund and the parties concerned with the fund
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Exchange for shares |
Transferring the ownership of the fund’s assets to the company and assigning any rights associated with it in accordance with the agreements related to the fund |
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Developer’s current ownership in the fund |
16.42% and no new shares will be issued to the company in exchange for the units it owns |
The company received a notification that the fund’s board has approved the applying fundamental changes to the fund’s terms and conditions to allow the unitholders’ the option to exit the fund in exchange for in-kind consideration based on the revised offer, as well as enable the fund manager to sign - on behalf of the fund - the binding agreement in respect of the potential transaction after obtaining the unitholders’ approval and the Capital Market Authority (CMA) approval in respect of the proposed fundamental changes.
The completion of the potential transaction will be subject to the terms and conditions of the binding agreement upon obtaining the CMA approval and the unitholders’ approval in respect of the proposed fundamental changes to the fund’s terms and conditions.
The binding agreement, if signed, will include the conditions and procedures that would need to be fulfilled including obtaining the approval of the CMA, the approval of the company’s extraordinary general assembly and the approval of any third parties whose approval is required to implement the potential transaction and any other conditions and procedures.
The revised offer includes a condition that the binding agreement would need to be signed latest by Feb. 10, 2022, provided that the binding agreement is substantially similar to the draft agreement that has been initially agreed on between the company and the fund manager and which has been attached to the revised offer.
Any further developments in relation to the transaction will be announced in due course. In September, the developer submitted a non-binding offer to Alinma Makkah Real Estate Fund’s manager to settle all payment obligations and other liabilities owed by the developer to the fund.
In September, the developer submitted a non-binding offer to Alinma Makkah Real Estate Fund’s manager to settle all payment obligations and other liabilities owed by the developer to the fund.
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