BAAN issues circular on capital hike via real estate asset acquisition
Logo of BAAN Holding Group Co.
BAAN Holding Group Co. published a shareholder circular on a proposed capital hike to finance the acquisition of real estate assets from Al Oula Real Estate Development Co.
In a statement to Tadawul, the company said it plans to raise its capital by SAR 65.58 million through issuing 65.58 million ordinary shares to Al Oula Real Estate.
BAAN also said it will acquire real estate assets from Abdulmohsen Abdulaziz Alhokair Holding Group (Alhokair Holding) in exchange for a capital increase of SAR 239.39 million, through the issuance of 239.39 million ordinary shares to be allocated to Alhokair Holding.
The assets include three hotels and the land on which they are located.
The company said the circular outlines the details of the transaction, including its terms and conditions, the parties involved, completion procedures, and associated risks.
BAAN board members emphasized the importance of reading and carefully studying all the information contained in the shareholder circular before voting on the transaction.
Shareholders are advised to seek independent financial advice from a CMA-licensed adviser before voting on the transaction at the extraordinary general meeting (EGM), and to rely on their own assessment of its suitability.
The board Chairman disclosed members’ direct and indirect interests in related-party transactions, including details of such dealings.
According to data available on Argaam, BAAN is set to hold an EGM on April 23 to vote on the company’s acquisition of real estate assets from Al Oula Real Estate and Alhokair Holding via a capital increase and issuing new shares.
The company’s accumulated losses reached SAR 312.73 million, or 99.28% of capital as of Dec. 31, 2025.
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Major Details of the Two Deals |
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Deals |
Acquisition of real estate assets from Al Oula Real Estate and Alhokair Holding |
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Compensation Shares Price |
Nominal value for compensation shares is SAR 1/shr |
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BAAN Capital Before Increase |
SAR 315 mln |
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BAAN Capital After Increase |
SAR 619.97 mln |
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BAAN Shares Before Increase |
315 mln |
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BAAN Shares After Increase |
619.97 mln |
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Nominal Value |
SAR 1 |
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Method & Purpose of Increase |
Issuance of 304.97 mln ordinary shares for acquiring real estate assets from Al Oula Real Estate and Alhokair Holding |
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Timeline for Completing the Deal |
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EGM Approval |
April 23, 2026, if the EGM approves the two transactions at its first or second meeting.
May 19, 2026, if the EGM approves the two transactions at its third meeting, as applicable. |
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Emptying the Real Estate Assets upon Completion of Either or Both Transactions and Issuance of New Deeds |
As soon as possible from the date of the EGM approval. |
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Listing and Allocation of the Compensation Shares on Tadawul, upon Completion of Either or Both Transactions |
As soon as possible after the real estate assets are emptied, and this is expected to be within two trading days of the real estate assets being emptied. |
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Amendment to the Company's Commercial Registration and Filing of the Amended Articles of Association with the Ministry of Commerce |
Within 30 days of the completion date of either or both transactions, which is expected to occur on:
- May 23, 2026, if the EGM approves the transactions at its first or second meeting.
- June 18, 2026, if the EGM approves the transactions at its third meeting, as applicable. |
To View shareholders’ circular and the letter of notification from the board Chairman: