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Saudi Arabian Cooperative Insurance Company RIGHTS ISSUE

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Saudi Arabian Cooperative Insurance Company RIGHTS ISSUE RIGHTS ISSUE PROSPECTUS Saudi Arabian Cooperative Insurance Company A Saudi Joint Stock Company established in accordance with Royal Decree No. 60/M dated 18/09/1427H (corresponding to 11/10/2006G) with Commercial Registration No. 1010237214 dated 07/08/1428H (corresponding to 20/08/2007G) Offering of 15,000,000 Shares through a rights issue at an Offer Price of SAR 10 per New Share at nominal price resulting in an increase in Share Capital of SAR150,000,000 (150% of the existing share capital). First Offering Phase: 22/08/1436H (corresponding to 09/06/2015G) that can be subscribed to as a result of the purchase of the new rights may only be subscribed to during the To 01/09/1436H (corresponding to 18/06/2015G) Second Offering Phase. Second Offering Phase: From 04/09/1436H (corresponding to 21/06/2015) Second Offering Phase (Phase 2): From 04/09/1436H (corresponding to 21/06/2015) until the end of the day on 06/09/1436H (corresponding to 23/06/2015G) (the “Second Offering Phase”), during which all Rights› To 06/09/1436H (corresponding to 23/06/2015G) holders, whether Registered Shareholders or purchasers of Rights during the Trading Period (referred to col- Saudi Arabian Cooperative Insurance Company (“SAICO” or the “Company”) is a Saudi Joint Stock Company lectively as “Eligible Persons”, and each an “Eligible Person”), may exercise their Rights to subscribe. established in accordance with Royal Decree No. 60/M dated 18/09/1427H (corresponding to 11/10/2006G) Subscription Application Forms may be submitted during both the First Offering Phase and Second Offer- and registered in Riyadh, Saudi Arabia, with Commercial Registration No. 1010237214 dated 07/08/1428H ing Phase at any of the branches of the Receiving Agents (the “Receiving Agents”) listed in page (ix) of this (corresponding to 20/08/2007G). As of the date of this prospectus (this “Prospectus”), the share capital of Prospectus. the Company is SAR 100,000,000 consisting of 10,000,000 shares with a nominal value of SAR 10 each (the In the event that any New Shares remain unsubscribed for in the First Offering Phase and Second Offering “Existing Shares”), all of which are fully paid. Phase (the “Rump Shares”), they will be offered to a number of Institutional Investors (referred to as “Institu- The Board of Directors has recommended under its resolution No. 23 issued in its meeting held on 12/01/1432H tional Investors”), provided that such Institutional Investors shall submit offers to purchase the Rump Shares. (corresponding to 18/12/2010G) to increase the Company›s share capital from SAR 100 million to SAR 250 Receipt of such offers will start at 10:00 AM on 11/09/1436H (corresponding to 28/06/2015G) until 10:00 AM million representing an increase of 150% in the existing share capital of the Company after obtaining the on 12/09/1436H (corresponding to 29/06/2015G) (the “Rump Offering”). The Rump Shares will be allocated necessary regulatory approvals. The Board of Directors has once again recommended, in its meeting held on to Institutional Investors giving priority to the price of the offers until all of the Rump Shares have been al- 25/08/1435H (Corresponding to 23/06/2014G), the pursuance of the increase of share capital. The Extraordi- located, with the Rump Shares being proportionally allocated among Institutional Investors that tendered nary General Assembly Meeting of Shareholders held on 13/08/1436H (corresponding to 31/05/2015G) (the offers at the same price. Fractional Shares will be added to the Rump Shares and treated in the same manner. “EGM”) has approved the Board of Directors recommendation to increase the company›s share capital. All proceeds resulting from the sale of Rump Shares and Fractional Shares up to the paid Offer Price shall The major shareholder in the company is Saudi Arabian Insurance Company BSC (C), Bahrain (“SAICO BSC”, be distributed to the Company and any proceeds in excess of the paid Offer Price shall be distributed to the the “Substantial Shareholder” or the “Strategic Partner”) which owns 30% of the Company’s share capital. Eligible Persons on pro rata basis no later than 22/09/1436H (corresponding to 09/07/2015G). The rights issue (the “Offering”) consists of the issuance of 15,000,000 Ordinary Shares (the “Offer Shares”, the In the event that the Rump Shares are not purchased by the Institutional Investors, such shares will be allo- «Rights Issue Shares» or the “New Shares”) at an Offer Price of SAR 10 per share (the “Offer Price”) representing cated to the Underwriter, who will purchase the same at the Offer Price (see section titled “Subscription Terms an increase in the share capital from SAR 100,000,000 to SAR 250,000,000 representing an increase of 150% and Conditions” for details). After the completion of the Offering, the Company’s share capital will become in the existing share capital of the Company. SAR 250,000,000 (Two Hundred Fifty Million Saudi Riyals) and the number of the Company’s Shares will be 25,000,000 (Twenty Five Million). The net proceeds of the Offering will be utilized to meet the Company’s The Offering is fully underwritten by the Underwriter (the “Underwriter”) (see section titled “Underwriting” financial solvency requirements (see section titled “Use of Proceeds” for details). The final allocation will be for details). The Company intends to use these proceeds to cover the solvency requirements (see section titled announced no later than14/09/1436H (corresponding to 01/07/2015G) (the “Allocation Date”) (see section “Use of Proceeds” for details). titled “Subscription Terms and Conditions” for details). The Offering will be issued as tradable securities (referred to collectively as the “Rights” and each a “Right”) to The Company has only one class of Shares and no Shareholder has any preferential voting rights. The New Shareholders registered in the Company as at the close of trading on the date of the EGM (such date referred Shares will be fully paid and will rank identically with the Existing Shares. Each Share entitles its holder to one to as the “Eligibility Date” or the “Record Date”) (such Shareholders referred to collectively as the “Qualifying vote and each shareholder with at least twenty (20) Shares has the right to attend and vote at the General Shareholders” or Registered Shareholders” and each a “Qualifying Shareholder” or “Registered Shareholder”), Assembly Meetings (“General Assembly Meeting”) of the Company. The New Shares will be entitled to receive provided that such Rights are deposited in the Registered Shareholders› accounts within two days after the their portion of any dividends declared by the Company, if any, effective the their date of issuance and fol- Record Date in the ratio of 3 Rights for every 2 Existing Shares. Each Right grants its holder, the eligibility to lowing financial years (see section titled “Dividends Distribution Policy” and section titled “Risk Factors” for subscribe to 1 New Ordinary Share at the Offer Price. details). Registered Shareholders and all institutional and individual investors may trade the Rights on the Saudi The company listed 10,000,000 shares on 22/08/1428H (corresponding to 03/09/2007G) on the Saudi Stock Stock Exchange (“Tadawul” or the “Exchange”) during the period from 22/08/1436H (corresponding to Exchange (the “Exchange” or “Tadawul”). The Founding Shareholders subscribed for 60% of the Company’s 09/06/2015G) until the close of Trading on 01/09/1436H (corresponding to 18/06/2015G) (the “Trading Pe- share capital while the remaining 40% had been offered to the Public. riod”). Currently, the Company’s Existing Shares are traded on Tadawul. The Company has made an application to The subscription for the New Shares will be in two phases: the Capital Market Authority in the Kingdom of Saudi Arabia (the “Authority” or the “CMA”) for the admission First Offering Phase (Phase 1): From 22/08/1436H (corresponding to 09/06/2015G) until the end of the day of the New Shares to the Official List. Approval of this Prospectus has been granted and all requirements on 01/09/1436H (corresponding to 18/06/2015G) (the “First Offering Phase”), during which only Registered have been met. Trading in the New Shares is expected to commence on the Exchange soon after the final Shareholders may exercise their Rights to subscribe (in whole or in part) for the New Shares up to the number allocation of the New Shares (see “Key Dates for Subscribers” for details). Following the commencement of of Rights deposited in their accounts after the EGM. The subscription for the New Shares will be approved, trading in the New Shares, Saudi nationals and residents, GCC nationals, Saudi companies, banks and funds, subject to the number of Rights available in the relevant account at the end of the Trading Period (the “Trading GCC companies and establishments, foreign investors from outside the Kingdom (through swap agreements) Period”). The First Offering Phase coincides with the Trading Period during which Registered Shareholders and will be allowed to trade in the Shares. The "Important Notice" and "Risk Factors" sections of this Prospectus all institutional and individual investors may trade in the Rights. The Registered Shareholders may subscribe should be read in whole and carefully by all eligible investors prior to making a decision to invest in the New to additional shares after purchasing additional Rights during the Trading Period. These additional shares Shares offered hereby. Financial Advisor, Lead Manager & Underwriter Receiving Agents This Prospectus includes information given in compliance with the Listing Rules issued by the CMA in the Kingdom of Saudi Arabia.
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