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Alujain Corp. Announces Purchase shares of General Organization for Social Insurance in subsidiary company - National Petrochemical Industrial Company by Exchange for shares in Alujain amounted to 9,064,021 shares and cash consideration amounted to SAR 81,210,053
| Element List | Explanation |
|---|---|
| Introduction | Alujain Corporation ("Alujain") announces that it has signed a share swap agreement with the General Organization for Social Insurance ("GOSI") (the "Agreement") |
| Transaction Details | Alujain has signed the Agreement on 1-12-1444H (corresponding 19-6-2023G) for the purpose of acquiring all of GOSI’s shares in the share capital of National Petrochemical Industrial Company ("NAPET"), corresponding to Thirteen Million Forty-Four Thousand Two Hundred Ninety-Four (13,044,294) shares, representing 12.19% of NATPET’s share capital (These shares are referred to as “GOSI’s shares”). In return, GOSI will receive the following: (a) Nine Million Sixty-Four Thousand Twenty-One (9,064,021) shares of Alujain shares. (b) Cash consideration amounted to Eighty-One Million Two Hundred Ten Thousand Fifty-Three Saudi Riyals (81,210,053) SAR in exchange for (2,023,629) shares owned by GOSI in NATPET. Upon completion of the transaction, Alujain's ownership in NATPET will increase from 76.40% to 88.59%, and the GOSI will receive Alujain's shares and the cash consideration mentioned above. As a step prior to completing the transaction, NATPET will distribute (19,997,224 shares) owned in Alujain shares to its shareholders as in-kind dividends. Alujain's share of the in-kind profits will amount to (15,277,439) shares in Alujain, and the in-kind dividends for the transaction - which is (9,064,021) shares in Alujain as described above - will be distributed from Alujain's share of these profits. |
| Transaction Value | by Exchange for shares in Alujain amounted to 9,064,021 shares and cash consideration amounted to SAR 81,210,053 |
| Transaction Terms | The Agreement includes regular guarantees provided by both Alujain and GOSI, and conditions include: a) The approval of the General Assembly of NATPET to distribute in-kind profits to its shareholders, which consist of all the shares owned by NATPET and its subsidiaries in Alujain amounted to (19,997,224) shares. b) Obtaining any necessary or appropriate approvals in relation to the Transaction. c) Not to breach any of the guarantees provided by the parties and not to breach the agreement. |
| Parties of the Transaction | - Alujain Corporation as a buyer - General Organization for Social Insurance as sellers |
| Transaction Funding Method | An exchange of shares in Alujain and a loan from Alinma Bank |
| Transaction Execution Date | 2023-06-19 Corresponding to 1444-12-01 |
| Description of the Business of the Asset forming the Subject Matter of the Transaction | NATPET is a closed joint stock company with its head office and Propylene/Polypropylene Complex in Yanbu Industrial City to produce Propylene/Polypropylene and its derivatives, having a name plate production capacity of 400,000 tons per year of polypropylene. The authorized and paid-up capital comprised 107 million shares of SR10 per share |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | NATPET Revenues: In 2020, an amount of SR 1,174 million In 2021 an amount of SR 2,008 million In 2022, an amount of SR 1,889 million NATPET net profit: In 2020, net profit of SR 412 million In 2021, net profit of SR 519 million In 2022, net profit of SR 261 million |
| Transaction reasons | Supporting the company's strategic plans by increasing its investments |
| Expected Impact of the Transaction on the Company and Its Operations | The financial impact of this transaction will be reflected in the second half of 2023 |
| Related Parties | There are no related parties to the transaction |
| Additional Information | 1. Alujain, in its capacity as owner of more than 10% in the capital of NATPET, call for general assembly meeting to vote on the distribution of Alujain shares owned by NATPET and its subsidiaries to the shareholders of NATPET. 2. Alujain will announce the completion of the Transaction or any other material developments in due course in accordance with the relevant regulatory requirements. |
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.
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