Jabal Omar Development Co. — Capital/Financing Update 2022

Apr 3, 2022

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 OBLIGATIONBS OF THE FUND’S ASSETS

4250 · 03/04/2022 08:06:23 · Announcement #67516 · 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 OBLIGATIONBS 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 09/07/1443H (corresponding to 10/02/2022G) in relation to the recent development relating to the non-binding offer submitted to the manager of Alinma Makkah Real Estate Fund (the “Fund”) regarding the full settlement of the rights and obligations of the Fund’s assets in exchange for new shares to be issued to the Fund’s unitholders in the Company (the “Transaction”), and whereas the aforementioned announcement included an extension of the period during which the binding agreement in respect of the transaction should be executed so that the agreement can be signed once the fundamental changes to the Fund terms and conditions take effect, the Company would like to announce that it has entered into a legally binding transaction agreement with the Fund manager to implement the Transaction on 01/09/1443H (corresponding to 02/04/2022G) (the “Binding Agreement”) pursuant to which the parties have agreed to fully settle all obligations and liabilities related to the Fund through the issuance of two hundred twenty-five million and one hundred thirty-four thousand and one hundred sixty-two (225,134,162) new shares in the Company to the Fund unitholders pursuant to the determined exchange ratio being 0.442 new shares in the Company for every unit of the Fund (excluding g the Company in its capacity as a unitholder in the Fund), through a capital increase of the share capital of the Company from nine billion two hundred ninety-four million Saudi Riyals (SAR 9,294,000,000) to eleven billion five hundred forty-five million three hundred forty-one thousand and six hundred twenty Saudi Riyals (SAR 11,545,341,620) (the “New Shares”). In exchange for the issuance of the New Shares to the Fund unitholders, the Fund and the Fund related entities will surrender to the Company all of their rights over the assets, pursuant to the relevant Fund documents and agreements, including rights of ownership and any other rights, and all collateral and security granted by the Company to the Fund and the Fund related entities being released and terminated. Pursuant to the terms and conditions of the Binding Agreement, the completion of the Transaction will constitute full and final settlement of all rights and obligations of the Company and the Fund and the Fund related entities in relation to the Fund.

The Binding Agreement is subject to the satisfaction of a number of conditions to implement the Transaction, including, obtaining all required regulatory approvals that are required for, and in connection with, the Transaction, obtaining the approval of the Company’s general assembly as well as the approval of any third party whose consent is required to implement the Transaction and other terms and conditions. The main terms and conditions of the Binding Agreement can be viewed through the attached document, which was previously announced by the Company on the Saudi Exchange website on 19/05/1443H (corresponding to 23/12/2021G).

The Company will announce any further material developments in relation to the Transaction in a timely manner as required by the relevant laws and regulations. Previous Announcement 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. Date of Previous Announcement on Tadawul's Website 2022-02-10 Corresponding to 1443-07-09 Percentage of fulfilled achievement Not applicable Event's Expected Completion Date Not applicable 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.