Emaar EC Publishes shareholders’ circular on capital hike via debt conversion

Logo of Emaar The Economic City (Emaar EC)

Emaar The Economic City’s (Emaar EC) published its shareholders’ circular regarding a capital increase through the conversion of debt owed to the Public Investment Fund (PIF), totaling approximately SAR 4.12 billion, into new company shares, the company announced in a Tadawul filing today, Dec. 2.

The company said the number and value of the new shares were determined based on the agreed conversion formula.

The formula applies a 25% discount on the 12-month weighted average trading price prior to the trading day preceding the extraordinary general meeting (EGM) invitation for the capital increase.

The price is set with a minimum of SAR 10 per share. Any capital changes during this 12-month period are considered in the calculation.

Based on the pricing date of Nov. 30, 2025, the agreed issue price was set at SAR 11.45 per share, resulting in approximately 359.67 million new shares.

The total nominal value of the new shares is SAR 3.596 billion, with the difference between the nominal value and the debt recorded as a share premium under equity in the company’s financial statements.

Emaar noted that related parties are involved, as the PIF currently holds 25% of the company’s capital. After the debt conversion, the PIF’s ownership will rise to 55.55%.

Several board members—Fahd Abduljaleel Al Saif, Naif Saleh Al Hamdan, and Mansour Abdulrahman Al Salem—have disclosed their interest in the debt conversion and abstained from voting, as they are PIF employees.

The company confirmed that there are no restrictions on the new shares, which will be subject to the same rules and regulations as all other listed shares.

The PIF cannot dispose of any of its shares (existing or new) for six months following the listing without prior approval from the Capital Market Authority (CMA).

According to data compiled by Argaam, Emaar had previously announced on March 8, 2025, an amendment to the board’s recommendation, increasing the debt to be converted from SAR 3.97 billion to SAR 4.12 billion, including accrued interest, fees, and commissions up to Dec. 31, 2024.

On Nov. 13, the CMA approved Emaar’s request to increase capital through the SAR 4.12 billion debt conversion, with the EGM scheduled to vote on the capital increase on Dec. 22.