United Cooperative Assurance Company Announces the Publication of the Shareholders Circular, the Offer Document, and the Transaction Timeline in Relation to the Increase in United Cooperative Assurance Company’s Share Capital for the Purpose of the Merger of Saudi Enaya Cooperative Insurance Company into United Cooperative Assurance Company.
With reference to the Capital Market Authority approval dated 15/04/1445H (corresponding to 30/10/2023G) of United Cooperative Assurance Company’s (the “Company” or “UCA”) application to increase its share capital for the purpose of merging Saudi Enaya Cooperative Insurance Company (“Enaya”) into UCA through a securities exchange offer, UCA would like to announce the publication of the following documents:
1. Shareholders Circular issued by UCA to its shareholders:
The Shareholders Circular (the “Shareholders Circular”) is addressed to UCA shareholders and has been prepared by UCA in accordance with the requirements of Article (75) of the Rules on the Offer of Securities and Continuing Obligations in regard to the increase in the share capital of UCA with respect to the merger of Enaya into UCA in consideration for the issuance of new shares to Enaya shareholders in UCA pursuant to Articles 225, 227, 228 and 229 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations (the “Merger”). The Shareholders Circular includes details of the Merger, its terms and conditions and other related matters, including the procedures required to effect the Merger and the risks related thereto. The Shareholders Circular may be obtained through the following link:
Or through the websites of the Capital Market Authority or UCA’s financial advisor Alinma Investment Company (“Alinma Investment”).
The board of directors of UCA notes that all shareholders of UCA must carefully read and consider all information contained in the Shareholders Circular prior to making their decision on how to vote on the Merger. If in doubt as to the decision such shareholder should make at the UCA extraordinary general assembly pertaining to the Merger, the board of directors of UCA recommends that an independent financial advisor licensed by the Capital Market Authority should be consulted in relation to the Merger. Each UCA shareholder should rely on their own examination of the Merger with regards to their individual objectives, financial situation and needs.
2. Offer Document issued by UCA to Enaya Shareholders:
The Offer Document is issued by UCA and addressed to Enaya Shareholders and has been prepared by UCA in connection with the Merger offer made by UCA to Enaya Shareholders in consideration for UCA issuing new shares to Enaya Shareholders pursuant to Articles 225, 227, 228, and 229 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations (the “Offer Document”). The Offer Document is prepared by UCA in accordance with the requirements in Article 38 of the Merger and Acquisition Regulations issued by the Capital Market Authority.
The Offer Document is enclosed to this announcement, and may also be obtained through the websites of the Capital Market Authority, UCA or its financial advisor Alinma Investment.
UCA notes that Enaya shareholders should carefully read and consider all information contained in the Offer Document and the Enaya board circular prior to making their decision on how to vote on the Merger. If in doubt as to any matter pertaining to the Merger, an independent financial advisor licensed by the Capital Market Authority should be consulted.
3. Merger Transaction Timeline
The Transaction Timeline sets out the proposed dates for the main events for the implementation of the Merger, in accordance with the requirements of Article 17(c) of the Merger and Acquisitions Regulations. The dates included therein are final – and may be altered or amended – and will depend on, among other things, any procedures or periods imposed by the relevant regulators or whether (and the dates on which) the conditions of the Merger are satisfied. A copy of the Merger Transaction Timeline is enclosed to this announcement.