Jabal Omar Development Co. — Capital/Financing Update 2021

Dec 23, 2021

JABAL OMAR DEVELOPMENT COMPANY ANNOUNCES RECENT DEVELOPMENT RELATING TO THE NON-BINDING OFFER SUBMITTED TO THE MANAGER OF ALINMA MAKKAH REAL ESTATE FUND RELATING TO THE FULL SETTLEMENT OF THE RIGHTS AND OBLIGATIONS OF THE FUND’S ASSETS

4250 · 23/12/2021 15:51:35 · Announcement #66066 · View on Saudi Exchange

JABAL OMAR DEVELOPMENT COMPANY ANNOUNCES RECENT DEVELOPMENT RELATING TO THE NON-BINDING OFFER SUBMITTED TO THE MANAGER OF ALINMA MAKKAH REAL ESTATE FUND RELATING TO THE FULL SETTLEMENT OF THE RIGHTS AND OBLIGATIONS OF THE FUND’S ASSETS

Element List

Explanation

Introduction

Further to the announcement made by Jabal Omar Development Company (the “Company”) published on the Saudi Exchange website on 6/2/1443H (corresponding to 13/9/2021G) in relation to the submission of a non-binding offer to the manager of Alinma Makkah Real Estate Fund (the “Fund”) on behalf of the Fund for the full settlement of the Fund’s assets and liabilities (the “Offer”) in exchange for the issuance of new shares in the Company to the Fund unitholders (the “Potential Transaction”), and further to the announcement made by the Company published on the Saudi Exchange website on 09/04/1443H (corresponding to 14/11/2021G), in relation to the extension of the period for the Fund manager to consider the Offer until the end of the current Gregorian year to reach an agreement in respect of the Potential Transaction. The Company would like to announce that, based on the agreement reached as a result of the current discussions between the Company and the Fund manager in respect of the Offer, it has revised its Offer whereby the Company shall as a result of the Potential Transaction issue to the Fund unitholders (excluding the Company as a unitholder) a total number of 225,134,162 new shares instead of 193,068,966 shares (the “Revised Offer”). The Company has received a notification from the Fund manager informing the Company that the Fund board has approved the applying fundamental changes to the Fund Terms and Conditions in order to allow the Fund unitholders the option to exit the Fund in exchange for in-kind consideration based on the Revised Offer, and in order to enable the Fund Manager to sign – on behalf of the Fund - the binding agreement in respect of the Potential Transaction (the “Binding Agreement”) after obtaining the Fund unitholders’ approval and the CMA approval in respect of the proposed fundamental changes to the Fund Terms and Conditions in accordance with the applicable procedures.

The completion of the Potential Transaction will be subject to the terms and conditions of the Binding Agreement upon obtaining the CMA approval and the Fund unitholders’ approval in respect of the proposed fundamental changes to the Fund Terms and Conditions noting that the Binding Agreement, if signed, will include the conditions and procedures that would need to be fulfilled including obtaining the approval of the CMA, the approval of the Company’s extra ordinary general assembly and the approval of any third parties whose approval is required to implement the Potential Transaction and any other conditions and procedures. The Revised Offer includes a condition that the Binding Agreement would need to be signed latest by Thursday 10 February 2022G provided that the Binding Agreement is substantially similar to the draft agreement that has been initially agreed on between the Company and the Fund manager and which has been attached to the Revised Offer (please refer to the attached document which contains the main terms and conditions of the Binding Agreement). Previous Announcement Jabal Omar Development Company announces that it has extended the period for the Fund manager to consider the Offer and signing a binding agreement with the Fund manager until the end of the current Gregorian year. Date of Previous Announcement on Tadawul's Website 2021-11-14 Corresponding to 1443-04-09 Percentage of fulfilled achievement Not applicable Event's Expected Completion Date The Company will be announcing further developments in relation to the transaction. Reasons for Exceeding the Announced End Date Not applicable The costs associated with the event, and if they have changed or not with indication of the reasons. Not applicable Impact of the Delay on the Company's Financial Results Not applicable Attached Documents  

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.