Rights Issue Prospectus
Total Page:16
File Type:pdf, Size:1020Kb
RIGHTS ISSUE PROSPECTUS SAUDI INDIAN COMPANY FOR COOPERATIVE INSURANCE (WAFA INSURANCE) Period”), during which all holders of Rights Issue, whether registered shareholders or purchasers of Offer shares during the Trading Period (each of whom is referred to as • Offering (10,500,000) Ten Million, Five Hundred Thousand common shares at (10) Ten “Eligible Persons” and each an “Eligible Person”, may exercise their right to subscribe. Saudi Riyals per share through the issuance of Offer shares Right issue which are a No trading of Offer shares shall take place during this period. raise in the Company’s capital by (105,000,000) One Hundred Five Million Saudi Riyals, representing (105%) of the current capital. Subscription Application Forms may be submitted in both the First and Second Periods at any of the branch of the Receiving Agents (“Receiving Agents”) listed in page (ix) of this Prospectus. • The Saudi Indian Company for Cooperative Insurance (Wafa Insurance) is a Saudi Public Joint stock Company established in the Kingdom of Saudi Arabia with Royal Decree No. In event that any Shares remain unsubscribed for (“Rump Shares”) in the first and the second M/60 dated 18/09/1427AH corresponding to (11/10/2006G), Commercial Registration No. stages, they shall be offered at the offer price as minimum to a number of institutional investors (1010236705) dated (07/24/1428H) corresponding to (07/08/2007G) issued from Riyadh. (referred to herein as “investment institutions”), provided such investment institutions shall make offers to buy the Rump Shares. Such offers shall be received as of 10 am on Sunday The first offering period from Tuesday 25/06/1436H to Thursday (04/07/1436H) 14/07/1436H (corresponding to 03/05/2015G) until 10 am of the following day on 15/07/1436H (corresponding to (from): 14/04/2015G to 23/04/2015G). (corresponding to 04/05/2015G). This offering is referred to as (“Rump Offering”). The Rump Shares shall be allocated to institutional investors of the highest offer then the lesser then the The second offering period from Sunday 07/07/1436H to Tuesday 09/07/1436H lesser, provided that shares shall be allocated on pro rata basis to the investment institutions (corresponding to: (from) 26/04/2015G to 28/04/2015G). of equal offers. As for the fractional shares, they shall be added to the Rump Shares and shall be treated in the same manner. The total offer price of the Rump Shares shall be paid The Saudi Indian Company for Cooperative Insurance (“Wafa” or the “Company”) is a Rump Shares to the Company. The rest of the proceeds of selling the Rump Shares and the Saudi Public joint stock Company established in the Kingdom of Saudi Arabia by with Royal fractional shares shall be distributed to their beneficiaries pro rata their eligibility no later than Decree No. M/60 dated 18/09/1427 AH, Commercial Registration No. (1010236705) dated (Wednesday 24/07/1436H) corresponding to (13/05/2015G). (07/24/1428H) corresponding to (07/08/2007G) issued from Riyadh. The current share capital of the Company is (100,000,000) One Hundred Million Saudi Riyals divided into (10,000,0000) In the event of shares which are not bought by institutional investors, they will be allocated Ten Million common shares at a nominal value of (10) ten Saudi Riyals per share (shall be to the underwriter who will buy them at the offer price (see section “subscription terms and referred to individually as “current share” or jointly as “the current shares”, All of which are instructions”). After the completion of the subscription process the capital of the Company fully paid up. will become (205,000,000) two hundred five million Saudi Riyals divided into (20,500,000) twenty million, five hundred thousand shares. The net subscription proceeds will be used for The Board of Directors recommended at its meeting held in Riyadh on 27/06/1435H the Company›s new projects and other related purposes (see section “using the subscription (corresponding to 27/04/2014G) to increase the Company’s capital from (100,000,000) proceeds”). The final allocation process will be announced at no later than Wednesday one hundred million Saudi Riyals to (205,000,000) two hundred five million Saudi Riyals 17/07/1436H (06/05/2015G) (“the allocation date “) (see section “Subscription Terms and after obtaining the necessary regulatory approvals. On 19/06/1436H corresponding to Instructions”). (08/04/2015G), the Extraordinary General Assembly approved the recommendation of the Board of Directors to increase the Company’s capital. None of the shareholders shall hold a majority stake in the Company. No shareholders currently hold 5% or more of the Company’s shares except for: The New India Assurance Co. The subscription to the Offer shares (“Subscription”) is carried out by offering (10,500,000) Ten Ltd which owns 10.6% of the shares, Life Insurance Corporation of India which owns 10.2% Million, Five Hundred Thousand new common shares (hereinafter referred to as “new shares” of the shares of the Company and finally LIC International which owns 10.2% of the shares as or “Offer shares”) at an offer price of SAR (10) per share “Offer price” at a nominal value of SAR detailed in page (xi) of this prospectus. The full underwriting for this subscription is undertaken (10) in order to increase the Company’s capital from SAR (100,000,000) One Hundred Million by FALCOM Financial Services (review the section of “Underwriting”. to SAR (205,000,000) two hundred five million. The Company issued (10,000,000) shares which are listed in the Saudi stock market including The Offer shares are negotiable securities (hereinafter referred to individually as “Offer Share” (6,900,000) shares freely traded on the Saudi Stock Market Tadawul as at the date of this and collectively as “Offer Shares”) to the shareholders in the register of the Company’s Prospectus. All the said shares are common shares of equal value and confer equal rights shareholders as at the end of the Trading Period of the day of the Extraordinary General upon their holders. Assembly dated 19/06/1436H (corresponding to 08/04/2015G) (“Eligibility Date”) (each referred to as the “registered shareholder” and jointly as “registered shareholders”). Such All the shares of the Company are common shares of the same class and no share shall rights shall be deposited in the registered shareholders’ portfolios within two days as of the grant its owner any preferential rights and the new shares will be fully paid and equal to the Eligibility Date at (1.05) rights to each and every (1) share of the Company’s shares. Each right outstanding shares completely. Each share shall confer upon its owner the right to one vote. grants its holder the right to subscribe to one new share at the offer price. Each shareholder (shareholder) who owns at least (20) twenty shares shall be entitled to attend the meetings of the General Assembly of the shareholders (“the General Assembly”) The registered shareholders and investors at large including institutions and individuals shall and vote in it. The new shares shall be entitled to any profits announced by the Company since be able to trade in the Priority rights in the Saudi Stock Market (“Tadawul” or “the market”) the date of its issuance and for the financial years that follow it, if any (review “Risk Factors- during the period from Tuesday 25/06/1436H (corresponding to 14/04/2015G) until the end of Dividend Distribution, and Dividend Policy” Sections). trading on Thursday 04/07/1436H (corresponding to 23/04/2015G) (“Trading Period”). Currently, the outstanding shares are traded in Tadawul. The Company has submitted a The Subscription for the New Shares will be in two phases: request to the Saudi Capital Market Authority to register and agree to list the new shares on the Saudi Stock Market Tadawul and the prospectus was approved and all the requirements have A. First Offering Period: From Tuesday 25/06/1436H (corresponding to 14/04/2015G) until been met. All the necessary official approvals required to offer the new shares were obtained. the end of trading on Thursday 04/07/1436H (corresponding to 23/04/2015G) (“the First The new shares are expected to be traded in the market soon after the completion of the Offering Period “), During which only Registered Shareholders may exercise their right process of allocation of the new shares and refunds of the surplus (please review section “Key to subscribe (in whole or in part) to the New Shares up to the number of Offer shares Dates for Subscribers”). Saudi nationals and legal residents of Saudi Arabia; GCC nationals; deposited in their portfolios after the Extraordinary Assembly Meeting. The subscription Saudi companies, banks and mutual funds and Gulf companies and institutions as well as non- for the New Shares will be approved, subject to the number of Rights available in the Saudis residing outside the Kingdom and institutions registered outside the Kingdom of Saudi relevant account at the end of the Trading Period. The First Offering period coincides with Arabia under swap agreements through a person authorized by CMA shall be allowed to trade the Trading Period during which Registered Shareholders and the public may trade in the in the new shares after listing and trading them in the market. Offer shares. This prospectus and the “Important Notice” and “Risk Factors” sections herein should be read B. Second Offering Period: From Sunday 07/07/1436H (corresponding to 26/04/2015G) until in whole and carefully by all eligible investors prior to making a decision to invest in the New the end of Tuesday 09/07/1436H (corresponding to 28/04/2015G) (“the Second Offering Shares offered hereby.