Arabian Shield, AlAhli Takaful shareholders approve merger; creditors' objection period starts today

12/12/2021 Argaam

Logos of AlAhli Takaful and Arabian Shield


Arabian Shield Cooperative Insurance Co.'s shareholders approved, during the extraordinary general meeting (EGM) held on Dec. 9, increasing capital from SAR 400 million to SAR 638.52 million, as per the terms and conditions of merger agreement with AlAhli Takaful Co. (ATC), according to a bourse statement.

The capital increase will come into effect from the effective date of the merger deal, pursuant to the Companies Law and the Merger Agreement.

Capital Increase Details

Current Capital

SAR 400 mln

 No. of Shares

40 mln

Capital after Increase

SAR 638.52 mln

No. of Shares after Increase

63.58 mln

No. of Issued Shares

23.85 mln

Coefficient of Capital Increase

Issuance of 1.43 new ordinary share of Arabian Shield for every share of ATC

Increase Effective Date

Following the expiry of the creditors' objection period or settlement of creditors' objections to the merger (whichever comes earlier), as per Article 193 of the Companies Law

Shareholders also approved the proposed amendments to Arabian Shield's articles of association, to be effective immediately.

They also gave the green light for Arabian Shield's board of directors or any person authorized by the board to take any decision or action that may be necessary for implementation the above resolutions.

On the other hand, AlAhli Takaful Co.'s (ATC) shareholders approved, during the EGM held on Dec. 9, the merger offer presented by Arabian Shield.

The offer will be effected as per Articles 191 to 193 of the Companies Law, through the issuance of 1.43 new shares in Arabian Shield for every share of ATC as well as the dissolution of ATC, in accordance with the relevant regulatory requirements and the terms and conditions of the legally binding merger agreement signed on July 12.

Shareholders also approved the terms of the merger agreement between the two companies. Further, they gave the green light for ATC's board of directors or any person authorized by the board to adopt any resolution or take any action as may be necessary to implement any of the above resolutions.

The agenda items included the appointment of Ayed Al-Githami as an audit committee member, replacing Salah Al Talib, to fill the vacant seat, starting from July 18 until the end of the current session.

In a detailed statement, ATC announced that the creditors' objection period to the merger deal, as per the provisions of Article 193 of the Companies Law, starts from today, Dec. 12 until Jan. 11, 2022.

The merger decision will be effective after the expiry of this period, in the absence of any objection from ATC's creditors.


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