Al-Andalus Property Company announces the sale of its entire stake in Hamat Real Estate Company, representing 33.4% of Hamat’s share capital , for a total price of SAR 43,925,376.00.

Element ListExplanation
Introduction Al-Andalus Property has entered into a sale agreement with Asala Holding Company under which Al-Andalus Property Company has sold its entire stake in Hamat Real Estate Company to Asala Holding Company. Details of the transaction are as follows:
Transaction Details Al-Andalus Property Company's 167 shares (33.4%) of Hamat Real Estate Company’s capital, has been sold to Asala Holding Company (the other partner holding the remaining shares in Hamat Real Estate).
Transaction Value SAR 43,925,376
Transaction Terms The contract provides that all of the shares held by Al-Andalus Property in Hamat Real Estate Company, including its rights and obligations as of 30/9/2019, has been sold for a total price of SAR 43,925,376, which shall be paid in five installments as follows:

First installment (SAR 6,588,806.40) payable upon signing the contract, Second installment (SAR 6,588,806.40) payable on 01/04/2020, Third installment (SAR 8,785,075.20) payable on 01/07/2020, Fourth installment (SAR 8,785,075.20) payable on 01/10/2020, and Fifth installment (SAR 13,177,612.80) payable on 01/01/2021.

The transfer and assignment of the shares sold to Asala Holding Company will be completed within thirty days from the date of signing the sale contract. Pursuant to the sale contract, all management, operation and leasing contracts previously concluded with Hamat Real Estate Company in connection with the malls owned by the Company and its affiliates and subsidiaries will be terminated on 31/12/2019, subject to the approval of the mentioned companies . However, this shall not restrict the ability of assigning leasing services to Hamat Real Estate Company on a purely commercial basis, and under a new written agreements starting from 01/01/2020.

Parties of the Transaction Al-Andalus Property Company (Seller)

Asala Holding Company (Buyer)

Transaction Funding Method (n/a)
Transaction Execution Date 2019-11-17 Corresponding to 1441-03-20
Description of the Business of the Asset forming the Subject Matter of the Transaction Hamat Real Estate Company is engaged in the management, operation and leasing of commercial centers and malls.
Asset Book Value The book value of Hamat Real Estate Company as of 30/09/2019 was SAR 43,624,076.00.
Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction The net profit of Hamat Real Estate Company for the last three fiscal years is as follows:

SAR 3,804,255.00 for the financial year 2016, SAR 1,981,820.00 SAR for the financial year 2017, and SAR 815,046.00 for the financial year 2018.

Transaction reasons The Company’s desire for self- managing & operateing the malls and commercial centers owned by it and its subsidiaries and affiliates.
Expected Impact of the Transaction on the Company and Its Operations The financial impact of this transaction will be reflected in the Company's financial statements starting from 4th quarter of 2019.
Details of Using The Proceeds of the Asset Sale The funds received on this transaction will be used to finance the company's existing & future projects.
Related Parties Asala Holding Company is a related party to Alandalus Property Company. Mr. Abdulsalam bin Abdulrahman Al-Aqeel, the Chairman of Alandalus Property Company, is the chairman of Asalah Holding Company. Moreover, Eng. Salah bin Mohammad AlHabib, deputy chairman of Alandalus Property Company, is a member of Asala Holding Company’s board of directors.
Additional Information The Company confirms that there are no preferential terms in this transaction, which will be presented to the Company’s next general assembly.

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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