Logos of UCA and Saudi Enaya
United Cooperative Assurance Co. (UCA) published the shareholder circular, offer document, and the transaction timeline for a capital hike to merge with Saudi Enaya Cooperative Insurance Co., according to a statement to Tadawul today, Nov. 2.
The following documents were published:
1. Shareholder circular issued by UCA to its shareholders:
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 UCA share capital 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 Mergers and Acquisitions Regulations.
It includes details on the merger, its terms and conditions, and other related matters, including the procedures required to activate the merger and the risks related thereto. The shareholder circular can be found through this link or through the CMA website or UCA’s financial advisor Alinma Investment Co.
The UCA board advises all company shareholders to carefully read and consider all information contained in the shareholders circular prior to making an investment decision. If in doubt, it is recommended to consult an independent, Capital Market Authority (CMA)-licensed financial advisor.
2. Offer document issued by UCA to Saudi Enaya shareholders:
The offer document is issued by UCA and addressed to Saudi Enaya’s shareholders on the merger offer made by UCA, entailing the issuance of new shares to Saudi Enaya’s 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 was prepared in accordance with Article 38 requirements of the CMA’s Mergers and Acquisitions Regulations.
The offer document is enclosed with this announcement. It can be obtained through the websites of the CMA, UCA or its financial advisor Alinma Investment.
UCA also noted that Saudi Enaya’s shareholders should carefully read and consider all information contained in the offer document and the Enaya board circular prior to making any informed decision. If in doubt, an independent, CMA-licensed financial advisor licensed by CMA should be consulted.
3. Merger transaction timeline:
The transaction timeline sets out the proposed dates for the main events of the merger process, 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 with this announcement.
According to the timetable of important dates and major stages in the merger deal, Saudi Enaya stock will be suspended from trading on Dec. 6, 2023, in the event that an approval is issued for the merger deal during the first or second extraordinary general assembly meetings of UCA and Saudi Enaya.
The date of listing the new shares on Tadawul and allocating them to Saudi Enaya's eligible shareholders registered in Enaya's register on the second trading day following Enaya stock suspension date and delisting Saudi Enaya shares, will be during a period of not less than the third trading period after publishing the approval of the merger deal during the general assembly meeting of both companies.
Meanwhile, Saudi Enaya issued today the board circular, which includes its opinion regarding the offer submitted to its shareholders for the merger deal with UCA.
UCA obtained on Oct. 30, CMA's approval to increase capital from SAR 400 million to SAR 592.6 million, through issuing 19.26 million ordinary shares, for the purpose of merging Saudi Enaya into UCA and transferring all of Enaya's assets and obligations to UCA through share swap offer.
The shareholder circular, offer document, and the transaction timeline are attached below:
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