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Logo of Retal Urban Development Co.
Retal Urban Development Co. signed a share swap agreement (SSA), on Feb. 14, with Al Fozan Holding Co. to acquire the latter’s entire stake in Ajdan Real Estate Development Co.
In a statement to Tadawul, Retal said it will acquire 14.25 million ordinary shares, representing 47.5% of Ajdan’s share capital, in exchange for the issuance of new ordinary shares to Al Fozan Holding.
Ajdan’s valuation stands at SAR 1.86 billion, while the value of the shares sold is SAR 881.65 million, the statement said.
Retal’s valuation for the purpose of the acquisition was set at SAR 8.02 billion using the volume-weighted average price (VWAP) of Retal for the period of 90 calendar days from Jan. 20, 2025, to June 1, 2025, at a share price equivalent to SAR 16.03 per share.
Retal's capital will increase by 11% from SAR 500 million to SAR 555 million for the purpose of the transaction.
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Key Acquisition Terms |
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Acquisition Method |
Retal will acquire Al Fozan Holding’s entire stake in Ajdan |
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Compensation |
Issuing new shares to Al Fozan Holding |
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Capital Before Increase |
SAR 500 mln |
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No. of Shares Before Increase |
500 mln |
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Capital Hike Value |
SAR 55 mln |
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Capital Hike Ratio (%) |
11% |
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Capital After Increase |
SAR 555 mln |
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No. of Shares After Increase |
555 mln |
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Share Valuation for Acquisition |
SAR 16.03 |
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Share Swap Ratio |
Based on the sale shares to be acquired in Ajdan, equivalent to 14.25 mln ordinary shares, and based on the number of new shares that will be issued in Retal to the seller. The share exchange ratio is 3.8596 new shares in Retal for every share owned by the seller in Ajdan. |
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Retal’s Ownership in the share Capital of Ajdan After Acquisition (%) |
% 47.5 |
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Ownership Percentage of Shareholders to Whom New Shares will be Issued After Conclusion of the Acquisition (%) |
% 57.6 |
The completion of the acquisition will be subject to fulfilling certain regulatory and corporate conditions, including but not limited to the approval of the Capital Market Authority (CMA), the Saudi Exchange (Tadawul), and any other regulatory approvals (as applicable), and Retal’s extraordinary general assembly.
The SSA includes customary fundamental warranties from each party and business, as well as tax warranties from the seller.
All relevant details with respect to the provisions of the SSA will be disclosed in Retal’s shareholders’ circular upon its publication.
Retal will announce any material developments regarding the acquisition in due course.
The Saudi-listed developer appointed GIB Capital as the financial advisor and Baker McKenzie Law Firm as the legal advisor for the acquisition.
If the conditions precedent to the completion of the acquisition are not met within six months from the date of signing the SSA, Retal is entitled to terminate the agreement by written notice to the seller, the statement added.
In a separate statement, Retal said it submitted today, Feb. 15, offers to the other shareholders of Ajdan to acquire all their shares in Ajdan.
Accordingly, Retal has submitted offers to Abdulqadir Al Muhaidib & Sons Co. to acquire 14.25 million ordinary shares, representing 47.5% of Ajdan share capital, in exchange for the issuance of 55 million new ordinary shares of Retal.
Retal further offered to acquire 1.5 million ordinary shares, representing 5.0% of Ajdan, from Sumou for International Investment Co., in exchange for 5.79 ordinary shares of Retal.
The offers are subject to the same valuation, structure, terms and conditions that have been agreed upon with Al Fozan Holding in the SSA.
Furthermore, the Saudi-listed firm indicated that the offers are subject to an acceptance period commencing today, Feb. 15, and ending on Feb.28.
Completion of the acquisitions envisaged under the offers will be subject to entry into respective share swap agreements, satisfaction of certain regulatory and corporate conditions, including but not limited to the approval of the CMA, Tadawul, and other regulatory approvals (as applicable), as well as the EGM approval of Retal.
The company will announce any material developments regarding the offers and the resulting financial impact, in accordance with the relevant laws and regulations.
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