Al Tayyar Travel Group Holding Company announces it has approved a conditional purchase agreement to acquire 25% of Thakher Investment and Real Estate Development Company for the value of (SAR 669,856,438.33)
2015-08-16 1436-11-01
Al Tayyar Travel Group Holding Company ("Al Tayyar Group") or ("Group") is pleased to announce that it has entered a conditional purchase agreement ("Share Purchase Agreement" or the "Agreement") to acquire a stake in Thakher Investment and Real Estate Development Company (the "Company") on 30/10/1436H corresponding to 15/08/2015G between each of Mohammed I. Alsubeaie & Sons Investment Company ("MASIC") and Abdullah Almishal & Sons Company ("Almishal Company") pursuant to which MASIC and Almishal Company will collectively sell 25% of their shareholdings in the Company (i.e. 12,5% from each) in consideration of issuing new shares to each of MASIC and Almishal Company equally ("Recoupment Shares") by way of increasing the Group’s share capital (the "Transaction"), with a value of six hundred and sixty nine million and eight hundred and fifty six thousand and four hundred and thirty eight Saudi Riyals and thirty three Saudi Halala (SAR 669,856,438.33).
The Company’s future strategy includes developing Thakher Real Estate project, which is located 1,4 km from the Grand Mosque in Mecca with a total area of (322,382) square meter ("Thakher Project"). The Thakher Project is expected to accommodate hotel, residential and commercial uses offering a complete set of services to Mecca guests and residents; and to meet the demand of most market segments including offering a high standard of commercial and tourism services.
The Agreement includes a number of conditions which MASIC and Almishal Company must fulfill in order to complete the Transaction including a restructuring process whereby the Company will acquire directly and indirectly all Project Thakher real estate (the "Restructuring Process").
For the purpose of the Transaction, The Group will, in consideration of acquiring 25% of the shares in the Company, issue the Recoupment Shares to each of MASIC and Almishal Company representing six million and five hundred and nine thousand and eight hundred and seventy six (6,509,876) shares through increasing the Group’s share capital. Upon the completion of the Transaction, the Group shares will increase from two hundred million (200,000,000) shares to two hundred and six million and five hundred and nine thousand and eight hundred and seventy six (206,509,876) shares representing an increase in the Group’s share capital of (3.25%) whereby it will increase from two billion Saudi Riyals (SAR 2,000,000,000) to two billion and sixty five million and ninety eight thousand and seven hundred and sixty Saudi Riyals (SAR 2,065,098,760). The Recoupment Shares to be issued have been determined using a 3-months period volume weighted average share price of SAR (102.89849427742) as of 28/10/1436H corresponding to 13/08/2015G.
The Share Purchase Agreement includes a number of warrantees pertaining to the ownership of the Thakher Project real estate and permits issued by the relevant authorities. It also includes a number of conditions that allow any of the parties to the Transaction to end the Agreement at any time if a material event occurs that is adverse to the business of the Group or the Company. In addition, the Agreement is also subject to a number of conditions and provisions including the successful procurement of all necessary legal and regulatory approvals from the relevant government authorities, completing the Restructuring Process and seeking the approval of the Group’s shareholders’ General Assembly. The Agreement also stipulates that if the Restructuring Process is not completed within six (6) months from signing the Agreement, the Agreement will be considered void unless the parties to the Agreement agree before the expiry of the aforesaid time limit to extend that time limit to an agreed period.
As a result of the Transaction, the combined shareholding of MASIC and Almishal Company will be (3.15%) in the Group and Al Tayyar Group’s shareholding in the Company will be 25%.
For the purpose of the Transaction, the Group has appointed Clifford Chance as its legal advisor and HSBC Saudi Arabia as its financial advisor. The Group explained that this Transaction supports its strategy to expand the sector of pilgrimage tourism which is one the Group’s strategic growth sectors by expanding the Group’s investments in the key areas located near the Grand Mosque in Mecca. Al Tayyar Group will announce any material developments pertaining to the Transaction in due course.
