UCA, Enaya sign binding merger agreement

01/06/2023 Argaam
Logos of UCA and Saudi Enaya

Logos of UCA and Saudi Enaya


United Cooperative Assurance (UCA) and Saudi Enaya Cooperative Insurance Co. signed, on May 31, a binding merger agreement, both companies said in separate statements to Tadawul.

 

Both insurance services providers agreed to merge through a share swap deal, whereby UCA will issue 0.837 ordinary share for each issued share in Saudi Enaya for the benefit of eligible shareholders in Saudi Enaya.

 

Enaya’s eligible shareholders are those who own shares issued in Enaya on the effective date of the merger deal.

 

Under the agreement, UCA will issue these shares in return for transferring Saudi Enaya’s assets and liabilities to UCA, without any cash compensation. This comes in compliance with the Companies Law as well as the regulations issued by the Capital Market Authority (CMA).

 

Upon the merger completion, all rights, liabilities, assets and contracts of Saudi Enaya shall be transferred to UCA, which shall become the legal successor of Saudi Enaya.

 

If the merger deal is approved by all competent authorities, as well as the extraordinary general meetings (EGMs) of both companies, and after the expiration of the creditors’ objection period which is the first fifteen (15) days of the thirty (30) day period -at a minimum- prior to the EGM date, or the date on which all creditors’ objections to the merger are settled (as applicable), UCA will increase its share capital by issuing 19.26 million new ordinary shares at a nominal value of SAR 10 to Saudi Enaya eligible shareholders based on the swap ratio.

 

Accordingly, UCA’s capital will reach SAR 592.6 million, divided into 59.26 million shares, of which Saudi Enaya shareholders will own 19.26 million, or 32.50% of the post-increase capital.

 

The new shares shall be issued to the eligible shareholders in Saudi Enaya, whose shares will be delisted.

 

Any relevant updates will be duly announced by both companies. UCA and Saudi Enaya will continue normal operations until the deal is closed.

 

UCA Capital Increase Details

UCA Current Capital

SAR 400 mln

Current Number of Shares

40 mln

Saudi Enaya Current Capital

SAR 230 mln

Current Number of Shares

23 mln

Number of Issued Shares

19.26 mln

Nominal Value of Issued Shares

SAR 10

Eligible Shareholders

Saudi Enaya Shareholders

UCA New Capital

SAR 592.6 mln

New Number of Shares

59.26 mln

Holding of Saudi Enaya Shareholders in New Entity

32.50%

 

To view the binding agreement, click here:

 

For More Mergers and Acquisitions

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