Gulf General pens deal with BlueFive for new share subscription

Logo of Gulf General Cooperative Insurance Co.

Gulf General Cooperative Insurance Co. signed on April 30 a binding agreement with BlueFive for the subscription to new shares, according to a Tadawul statement.

Under the agreement, the company will reduce its capital by SAR 176 million from SAR 300 million to SAR 124 million by cancelling 17.6 million shares to offset part of accumulated losses.

It will then raise its capital by SAR 176 million from SAR 124 million back to SAR 300 million by issuing 17.6 million new ordinary shares with a nominal value of SAR 10 per share.

As part of the structure, 12.6 million new shares will be issued with pre-emptive rights suspended in favor of BlueFive or an entity controlled by it, representing 42% of the company’s capital after completion of the transaction.

A further 5 million shares, representing 16.6% of post-transaction capital, will be issued in favor of the Commercial Company for Marketing Services and Agencies and Saudi General Investments and Services Co. Ltd.

Gulf General said payment for shares allocated to major shareholders will be made through settlement of a SAR 50 million shareholder loan, in line with an agreement dated September 4, 2025. The loan may be converted into equity through share issuance.

The agreement includes customary conditions precedent and required approvals, along with governance commitments, including the appointment of five board members nominated by BlueFive upon completion.

Gulf General has appointed GIB Capital as financial advisor, while BlueFive has appointed SNB Capital.

Completion of the transaction remains subject to regulatory approvals, including from the Capital Market Authority, Saudi Exchange, Insurance Authority, and General Authority for Competition, as well as an extraordinary general meeting, in addition to fulfillment of the subscription agreement conditions.

The company said signing the agreement does not guarantee completion of the transaction and that it will announce any material developments in due course.

It also disclosed a conflict of interest involving one board member, Saud Al-Sulaiman, due to his minor stake in BlueFive. Accordingly, he abstained from voting on the resolution related to the transaction, and approval will be sought from the general meeting in accordance with regulatory requirements.