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Aljazira Takaful Taawuni Co.'s shareholders are set to vote on the merger with Solidarity Saudi Takaful Co. following the provisions of Articles (191), (192) and (193) of the Companies Law, at the extraordinary general meeting (EGM) that will be held on Jan. 26, 2021.
The merger will be through the issuance of 0.483 shares in Aljazira Takaful for every share in Solidarity Saudi Takaful, the insurer said in a statement to Tadawul today, Jan. 4, 2021.
The EGM will also vote on the following merger-related issues:
-Voting on the provisions of the merger agreement concluded on Aug. 23, 2020
-Voting on increasing Aljazira Takaful's capital from SAR 350 million to SAR 470.66 million, under the terms and conditions of the merger agreement
-Voting on the amendments of articles of Aljazira Takaful's bylaws relating to the merger, provided these amendments shall be effective upon the merger's effectiveness
-Voting on the authorizing board of directors of Aljazira Takaful, or any person authorized by the board of directors, to issue any decision or take any action that may be necessary to implement any of the aforementioned decisions
On Dec. 28, 2020, Aljazira Takaful issued a circular, offer document and timetable of its capital hike to complete the merger with Solidarity.
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Key Terms of Merger Deal |
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Aljazira Takaful capital |
SAR 350 mln (35 mln shares) |
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Solidarity capital |
SAR 250 mln (25 mln shares) |
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Number of shares to be issued by Aljazira Takaful |
12.07 mln |
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Swap ratio |
0.483 share of Aljazira Takaful for every 1 share of Solidarity |
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Aljazira Takaful’s new capital |
SAR 470.66 (47.07 mln shares) |
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Aljazira Takaful stake after merger |
74.36% |
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Solidarity stake after merger |
25.64% |
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