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Right Issue Prospectus for Malath Cooperative Insurance Company

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Right Issue Prospectus for Malath Cooperative Insurance Company Right Issue Prospectus for Malath Cooperative Insurance Company Malath Cooperative Insurance Company, Saudi Joint stock company, established in accordance with Royal Decree No. M/60, dated 18/09/1427H (corresponding to 11/10/2006G) with Commercial Registration No. 1010231787, dated 07/04/1428H (corresponding to 24/04/2007G). Offering of thirty eight million (38,000,000) Ordinary Shares through Rights Issue at an Offer Price of ten Saudi Riyals (SAR 10) per Share, representing an increase in the Capital by three hundred and eighty million Saudi Riyals (SAR 380,000,000), representing 317.7% of the Company’s Share Capital. Offering Period: From 19/01/1439H (corresponding to 09/10/2017G) to 29/01/1439H (corresponding to 19/10/2017G) Malath Cooperative Insurance Company (”The Company” or “Malath”), a Saudi Joint stock company, Investors in order of the price of the offers with the highest first until all of the Rump Shares have established in accordance with Royal Decree No. M/60, dated 18/09/1427H (corresponding to been allocated, with the Rump Shares being proportionally divided among Institutional Investors that 11/10/2006G) with Commercial Registration No. 1010231787, dated 07/04/1428H (corresponding to tendered offers at the same price. Fractional Shares will be added to the Rump Shares and treated in 24/04/2007G). the same manner. All proceeds resulting from the sale of the Rump Shares shall be distributed to the The current Share Capital of the Company is one hundred and twenty million Saudi Riyals (SAR Company and any proceeds in excess of the paid Offer Price shall be distributed to the Eligible Persons 120,000,000) divided into twelve million (12,000,000) Ordinary Shares (“the Shares”) with a nominal no later than 27/02/1439H (corresponding to 16/11/2017G). value of ten Saudi Riyals (SAR 10) per share (the “Existing Shares” with each is an “Existing Share”), all In the event that the Rump Shares are not purchased by the Institutional Investors, such shares will of which are fully paid. be allocated to the Underwriters, who will purchase the same at the Offer Price (please see section The Board of Directors recommended in its meeting convened on 15/03/1438H (corresponding to “Subscription Terms and Conditions”). After the completion of the Offering, the Company’s Share 14/12//2016G) to increase the Company’s Share Capital by three hundred and eighty million Saudi Capital will become five hundred million Saudi Riyals (SAR 500,000,000) (divided into fifty million Riyals (SAR 380,000,000), after obtaining the necessary regulatory approvals. The Company obtained (50,000,000) Ordinary Shares. The net proceeds will be used mainly by the Company to raise solvency the approval of the Saudi Arabian Monetary Agency (“SAMA”) to increase its capital in accordance with margin and cover in order to meet the solvency requirements and to finance the increase in the statutory the letter No. 381000082216, dated 05/08/1438H (corresponding to 01/05/2017G). deposit imposed on the Company by SAMA due to the increase in the Company›s Share Capital (Please see section 9 of the Prospectus “Use of Proceeds and Future Projects”). The final allocation will be On 08/01/1439H (corresponding to 28/09/2017G), the Extraordinary General Assembly of the Company announced on 13/02/1439H (corresponding to 02/11/2017G) at the latest (“Allocation Date”) (Please approved the increase of the Company›s Capital through a Rights Issue (“the Offering”). The Offering see section “Subscription Terms and Conditions”). Alistithmar for Financial Securities and Brokerage consists of thirty eight million (38,000,000) New Ordinary Shares (“Rights Shares” or “New Shares”) at Company and Wasata Capital underwrite all of the Offer Shares of the Company (see “Underwriting” a par value of ten Saudi Riyals (SAR 10) per share (“Offering Price”) to increase the Company›s Capital section). from one hundred and twenty million Saudi Riyals (SAR 120,000,000) to five hundred million Saudi Riyals (SAR 500,000,000), divided into fifty million (50,000,000) shares with a nominal value of ten None of the shareholders holds a controlling interest stake in the Company. None of the Shareholders Saudi Riyals (SAR 10) per share. also holds directly or indirectly 5% or more of its Shares The Offering will comprise tradable securities (referred to collectively as the “Rights” and each a The Company has only one class of Shares and no shareholder will have any preferential voting Rights. “Right”) to Shareholders registered in the Company’s Shareholders Register as at the close of trading on The New Shares will be fully paid and rank identically with the existing Shares. Each Share entitles the date of the EGM being 08/01/1439H (corresponding to 28/09/2017G), (the “Eligibility Date”). Each its holder to one vote and each shareholder (“Shareholder”) has the Right to attend and vote at the Shareholder is referred to as (“Registered Shareholder”) and collectively as (“Registered Shareholders”), General Assembly meetings (each a “General Assembly Meeting”) of the Company. The New Shares provided that such Rights are deposited in the Registered Shareholders› accounts within two (2) days will be entitled to receive their portion of any dividends declared by the Company, if any, effective the of the Eligibility Date in the ratio of one (3.17) Right for every (1) share held as of the Eligibility Date. first day of subscription period and following financial years (Please see section “Dividend Policy” and Each Right grants its holder the eligibility to subscribe for one New Share at the Offer Price. section “Risk Factors”). All Shareholders may trade in and subscribe to the Rights on the Saudi Stock Exchange (“Tadawul” or The Company listed thirty million (30,000,000) shares on the Saudi Stock Exchange (Tadawul) through the “Exchange”). Trading and subscription stage starts from Monday 19/01/1439H (corresponding to an IPO on 16/01/1428H (corresponding to (03/02/2007G). The Founding Shareholders subscribed for 09/10/2017G). Trading period closes on Monday 26/01/1439H (corresponding to 16/10/2017G), and 52.52% of the Company’s Share Capital while the remaining 47.48% had been offered to the Public. subscription period closes on Thursday 29/01/1439H (corresponding to 19/10/2017G), (the “Trading Currently, the Company’s existing Shares are traded on the Saudi Stock Exchange (“Tadawul”). The and subscription Period”). Company has made an application to the Capital Market Authority in the Kingdom of Saudi Arabia (“CMA”) for registering and admitting the New Shares. Approval of this Prospectus has been granted The new shares will be subscribed for on at stage as follows: and all supporting documents requested by CMA have been completed. Trading in the New Shares is 1. During this period, all registered and new investors will be allowed to trade and subscribe; expected to commence on the Exchange soon after the final allocation of the New Shares and refund 2. The Registered Shareholder will be entitled to subscribe directly to the number of its shares of extra subscriptions (see “Key Dates for Subscribers”). After registering the Shares on the official list, during the subscription period. If he purchases new Rights, he will be entitled to subscribe to Saudi nationals; non-Saudi nationals them by the end of the settlement period (two working days); After registering the Shares on the official list, Saudi nationals; non-Saudi nationals holding valid 3. Unregistered shareholders will have the right to subscribe immediately after the settlement of residence permits in Saudi Arabia; Saudi and GCC companies, banks and funds; and GCC nationals will the rights purchase process; be permitted to trade in the new Shares. Qualified Foreign Financial Investors and Approved QFI Clients will be permitted to trade in the Shares pursuant to the CMA’s Rules for Qualified Foreign Financial 4. Subscription will be available electronically through the investment portfolio in the trading Institutions Investment in Listed Shares. Non-Saudi individuals living outside the Kingdom and platforms and applications through which sale and purchase orders are entered, in addition to institutions registered outside the Kingdom (hereinafter referred to as “Foreign Investors”) will also subscription through other channels and means available to the broker. have the right to investment indirectly to acquire the economic benefits of the Shares by entering into In the event that any Shares remain unsubscribed for (the “Rump Shares”), they will be offered at swap agreements (SWAP) with persons authorized by the CMA (hereinafter referred to as “Authorized the Offer Price, as a minimum, to a number of institutional investors (referred to as “Institutional Persons”) to purchase Shares listed in the Exchange, and to trade these Shares for the benefit of Foreign Investors”), provided that such Institutional Investors submit offers to purchase the Remaining Shares. Investors. Receipt of such offers will start at 10:00 AM on Tuesday 04/02/1439H (corresponding to 24/10/2017G), The “Important Notice” (page ii) and “Risk Factors” (page 4) of this Prospectus should be read in whole until the following day at 10:00 AM on 05/02/1439H (corresponding to 25/10/2017G). This offering and carefully by all eligible investors prior to making a decision to invest in the New Shares offered will be referred to as the (“Rump Offering”). The Rump Shares will be allocated to the Institutional hereby Financial Advisor Underwriters and Lead Manager This Prospectus includes information given in compliance with the Listing Rules issued by the CMA in the Kingdom of Saudi Arabia (“CMA”). The Directors, whose names appear on page (v), jointly and severally accept full responsibility for the accuracy of the information contained in this Prospectus and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement herein misleading.
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