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ARAMEX PJSC Capital/Financing Update 2021

Feb 4, 2021

66347_rns_2021-02-04_4df08616-b346-4ea2-8f9c-6d5ee4f33263.pdf

Capital/Financing Update

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Date. Wednesday,3rdFebruary2021
**Name of the Listed Company. ** Aramex PJSC
Specify the type of transaction:
(acquisition / dispose / mortgage / lease
**/ other). **
Disposal
Determine the type of asset to be
acquired, disposed, leased or mortgaged
(examples: investments, companies,
factories, real estate, securities, etc.)
and describe the activity of the
underlying asset.
Aramex PJSC (the “Company”) plans to dispose of its entire shareholding in Information
Fort LLC, a limited liability company registered pursuant to the laws of Dubai and
registered with the Department of Economic Development under Commercial License
No. 130567, and its subsidiaries (collectively, “InfoFort”). InfoFort is currently fully
owned by Aramex PJSC.
Determine the value of the purchase
cost of these assets and their
percentage to the capital of the listed
company in the event of dispose,
mortgage or leasing.
InfoFort and its subsidiaries comprise less than 5% of the Company’s assets as of 31
December 2020.
Total value of acquisition / dispose /
mortgage / lease transaction.
The total value of the disposed assets will be disclosed upon completion of the
transaction in accordance with the conditions of the SPA, noting that the expected gain
from the disposal ranges between USD 6 million to USD 9 million.
Reasons for executing the transaction,
its expected effects on the company and
its operations, and the rights of its
shareholders.
The activities of InfoFort are not considered one of the core business lines and activities
of Aramex.
Determine the parties to the transaction
/ deal.
1. Seller: Aramex PJSC, in its capacity as the sole shareholder of Information Fort LLC
(“InfoFort”)
2. Purchaser: Iron Mountain Document Storage Service LLC
Determine whether the transaction /
deal is associated to related parties, and
specify the nature of the relationship, if
**any. **
The transaction/deal is not associated with related parties
The date of signing the transaction /
deal.
Wednesday, 3rdFebruary 2021
Transaction/ deal execution date. Completion is expected to takeplace duringthe thirdquarter of 2021
Expected closing date. Completion is expected to takeplace duringthe thirdquarter of 2021
If the listed company is the acquiring
party or the lessee, the following must
be fulfilled :
1- Explain how to finance
acquisition or lease
transaction(s).
2- Determine the sources of
financing the transaction(s) in
the case of acquisition or
leasing, with clarification of the
payment mechanism in the
event that part or all of the
value of the transaction(s) will
be funded through banks.
3- Determine the date or dates of
payment of the amounts owed
by the listed company from the
acquisition or lease
**transaction(s). **
The listed company is not the acquiring party or the lessee.
If the listed company is the disposing
party, the lessor, or one of the mortgage
parties, the following must be fulfilled :
The activities of InfoFort are not considered one of the core business lines and activities
of Aramex.
1-
Explain the reasons for
disposing, mortgaging or
leasing, and clarifying how the
collected funds will be used.
2-
Determine the date or dates of
collection of the amounts owed
to the listed company from the
dispose, mortgage or lease
transaction.
3-
Clarify the procedures against
the listed company in case of
failure to pay its obligations
stated in the mortgage deal .
4-
The listed company must also
clarify whether it will provide a
loan in exchange for a
mortgage of the assets owned
by the otherparty.
The details requested in this clause will be disclosed at completion.
The expected financial impact of the
transaction(s) on the business results
and the financial position of the listed
**company. **
The details requested in this clause will be disclosed at completion.
Determine the financial period or
quarter in which the financial impact of
the transaction(s) will appear on the
**listed company. **
The financial impact of the transaction will appear as of the third quarter of 2021.
Summary of the terms and conditions of
the transaction(s), the rights and
obligations of the listed company and its
shareholders, and the procedures
involved in the event that any party fails
to fulfill the obligations it has stipulated
in the transaction or the deal contract.
Completion of the transaction is conditional on a number of conditions being satisfied,
such as the reorganisation of part of the target business to ensure that the services of
InfoFort currently sold by Aramex entities in certain countries are transferred to newly
incorporated InfoFort group companies in each jurisdiction, in addition to merger
control clearances being obtained from authorities in certain countries.
Aramex is required to provide a number of warranties upon signing the SPA and then
again just before completion. The warranty schedule touches on a number of
customary matters relating to title and capacity of the Seller, the business of the
InfoFort group, compliance, and tax matters.
The SPA may be terminated prior to completion for a number of material reasons,
including there being a material adverse change, a breach of a fundamental warranty
or a failure to satisfyconditions.
The Name of the Authorized Signatory Bashar Obeid
Designation Chief Executive Officer, Aramex PJSC
Signature and Date Wednesday, 3rdFebruary 2021
Company’s Seal