AFG International Co. — M&A Activity 2021

Oct 12, 2021

Fawaz Abdulaziz Alhokair Co. (“Alhokair”) announces the signing of a non-binding Letter of Intent with Newco Corporation regarding the potential sale of 66.67% of “Billy Beez USA LLC” which is 100% owned by “Retail Group of America LLC” (wholly owned subsidiary of Alhokair)

4240 · 12/10/2021 15:24:20 · Announcement #65127 · View on Saudi Exchange

Fawaz Abdulaziz Alhokair Co. (“Alhokair”) announces the signing of a non-binding Letter of Intent with Newco Corporation regarding the potential sale of 66.67% of “Billy Beez USA LLC” which is 100% owned by “Retail Group of America LLC” (wholly owned subsidiary of Alhokair)

Element List	Explanation
Introduction	Fawaz Abdulaziz Alhokair Co. (“Alhokair” or “the Seller”) announces the signing of a non-binding Letter of Intent ("LOI") with “Newco Corporation” (“the Buyer”) regarding the potential sale of 66.67% of the share capital of “Billy Beez USA LLC” (“Billy Beez” or “the Target”), which is 100% owned by “Retail Group of America LLC”, a wholly owned subsidiary of Alhokair.

Retail Group of America LLC operates in the entertainment sector and has the franchise rights for Billy Beez, an indoor kids’ entertainment center currently operating across 13 locations in the United States of America.

The Buyer represents a group of senior entertainment industry professionals with experience in North America, Europe and Southeast Asia.

It is envisaged that the final agreement for the potential sale will include a mix of cash and the repayment of the Target’s outstanding debt.

The potential sale is in line with Alhokair’s strategy to exit non-core markets and segments while continuing to diversify its retail and F&B portfolio to become the leading lifestyle retailer of choice in KSA and selected growth markets. Memorandum Signing Date 2021-10-12 Corresponding to 1443-03-06 Counterparty Newco Corporation Memorandum Subject The LOI provides the fundamental details to enter into a legal agreement and reach a final agreement through which the Buyer will acquire 66.67% of Billy Beez. Memorandum Duration The LOI shall be effective until 27-5-1443 H corresponding to 31-12-2021 G, and renewable by mutual consent pursuant to a written notice. Each of the parties may terminate the LOI pursuant to a written notice. Related Parties Not Applicable Financial Impact There is no immediate financial impact on Alhokair by signing the non-binding LOI, but the sale process will include a due diligence which will determine the financial impact that the sale will have on Alhokair’s financial statements. Additional Information Any material developments will be announced in due course.

The Capital Market Authority and Saudi 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.