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Solidarity Saudi Takaful Co. announces signing a Memorandum of Understanding with Aljazira Takaful Taawuni Company

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Introduction Solidarity Saudi Takaful Company announces the signing of a non-binding Memorandum of Understanding (the “MOU”) with Aljazira Takaful Taawuni Company on 23/10/1440H (corresponding to 26/06/2019) to evaluate a potential merger between the two companies. Both companies will conduct technical, financial, legal and actuarial due diligence and engage in non-binding discussions on the terms and conditions of the potential merger

Solidarity Saudi Takaful Company and Aljazira Takaful Company have agreed that, in the event the proposed merger occurs, it will be implemented by way of share swap where, after the proposed merger is completed, Aljazira Takaful Company will issue new shares to Solidarity Saudi Takaful Company shareholders in exchange for all issued shares of Solidarity Saudi Takaful Company

The two companies have initially agreed that the methodology used for valuation will be based on equity book value (after any mutually agreed due diligence adjustments) and that the swap ratio between Aljazira Takaful Company and the shareholders of Solidarity Saudi Takaful Company shall be calculated using the respective adjusted equity book value per share as at a mutually agreed Cut-Off Date

Solidarity Saudi Takaful Company has appointed Saudi Kuwaiti Finance House Co. (“SKFH”) as its financial advisor for the proposed merger

Signing date of the memorandum 2019-06-26 Corresponding to 1440-10-23
Signed party Aljazira Takaful Taawuni Company
Memorandum Subject Evaluation of a potential merger between Solidarity Saudi Takaful Company and Aljazira Takaful Taawuni Company
Memorandum Duration The MOU would expire on the earlier of the signing of the merger agreement or at the end of the first quarter of 2020
Related Parties Not Applicable
Financial Impact Solidarity Saudi Takaful Company will continue to announce any material developments regarding the proposed merger in accordance with the relevant laws and regulations

Meanwhile, Solidarity Saudi Takaful Company intends to continue to conduct business as usual until completion of the proposed merger

Additional Information The proposed merger is subject to the completion of due diligence to the parties’ satisfaction, agreement on final terms and conditions of the merger agreement, and the approval of the competent authorities and the general assemblies of Solidarity Saudi Takaful Company and Aljazira Takaful Company. The entry into the MoU does not mean that the proposed merger will be agreed between the two companies

Further announcements will be made when appropriate

The Capital Market Authority and the Saudi Stock 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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