Almarai Co. — M&A Activity 2009

Jul 1, 2009

ALMARAI COMPANY ANNOUNCES ITS FIRM INTENTION TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HAIL AGRICULTURE DEVELOPMENT COMPANY (continues 9 / 11)

2280 · 01/07/2009 09:45:51 · Announcement #15769 · View on Saudi Exchange

ALMARAI COMPANY ANNOUNCES ITS FIRM INTENTION TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF HAIL AGRICULTURE DEVELOPMENT COMPANY (continues 9 / 11)

APPENDIX 1

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context requires otherwise:

"Almarai"

Almarai Company

"Almarai EGM"

the extraordinary general meeting of Almarai convened for the purpose, inter alia, of approving the Transaction and the Capital Increase

"Almarai Shareholders"

holders of Almarai Shares registered on Almarais share register at the close of trading on Tadawul on the date of the Almarai EGM

"Almarai Shares"

ordinary shares of SAR10 each in the capital of Almarai

"Announcement"

this announcement

"Annual Report and Accounts"

the annual report and audited accounts of Hadco for the year ended 31 December 2008

"Authorisations"authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals

"Capital Increase"

the proposed increase in the share capital of Almarai from SAR1,090,000,000 to SAR1,150,000,000 by the issue of the New Almarai Shares

"Closing Price"

the closing middle market price of a relevant share as derived from Tadawul on any particular date

"CMA"

the Capital Market Authority in KSA

"Companies Law"

the Companies Regulations issued under Royal Decree M/6, dated 22/3/1386H, as amended

"Conditions"the conditions to the Transaction, to be set out in full in the Offer Document

"EGM"

the extraordinary general meeting (including any adjournment thereof) of Hadco Shareholders or Almarai Shareholders, as the context may require, to be convened in connection with the Transaction

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.