Jabal Omar Development Co. — Capital/Financing Update 2023

Dec 20, 2023

JABAL OMAR DEVELOPMENT COMPANY ANNOUNCES THE SIGNING OF SETTLEMENT AGREEMENTS WITH EACH OF CENTRAL DISTRICT COOLING COMPANY AND MAKKAH CONSTRUCTION AND DEVELOPMENT COMPANY

4250 · 20/12/2023 15:36:41 · Announcement #77421 · View on Saudi Exchange

JABAL OMAR DEVELOPMENT COMPANY ANNOUNCES THE SIGNING OF SETTLEMENT AGREEMENTS WITH EACH OF CENTRAL DISTRICT COOLING COMPANY AND MAKKAH CONSTRUCTION AND DEVELOPMENT COMPANY

Element List

Explanation

Announcement Detail

Jabal Omar Development Company (the “Company”) announces the execution of two settlement agreements with Central District Cooling Company (the “ First Creditor”) and Makkah Construction and Development Company (the “Second Creditor”) through a capital increase of the share capital of the Company by way of debt conversion and issuance of new shares in the Company to the creditors (the “Proposed Transaction”).

The objective of the debt conversion is to settle the outstanding debt owed to the Creditors amounting to SAR (547,498,209), which as a result will improve the Company’s liquidity, financial indicators, and enhance its ability to achieve its growth objectives. The capital increase will not require any cash contribution from the Company’s shareholders.

The details of the settlement agreements in relation to the Proposed Transaction are as follows:

a) The debt settlement agreement with the First Creditor entered into on 7-6-1445 corresponding to 20-12-2023 pursuant to which the parties agreed to settle the outstanding debt owed by the Company to the First Creditor amounting to SAR (237,933,259), which relate to the outstanding liabilities under the Concession Contract for District Cooling for the Jabal Omar Development entered into between the First Creditor and JODC dated 17 July 2012, in exchange of the issuance of new shares in the Company for the benefit of the First Creditor (the number of shares to be issued shall be based on the closing share price of the Company on the trading day prior to the extraordinary general assembly to approve the Proposed Transaction in accordance with the terms of the settlement agreement). The settlement pursuant to the agreement is subject to the satisfaction of the following main terms and conditions: (i) obtaining all required regulatory approvals (particularly the approvals from the Capital Market Authority and the Saudi Stock Exchange (Tadawul) with respect to the issuance and listing of the newly issued shares), (ii) obtaining the approval of any third party whose consent is required to implement the Contemplated Transaction, and (iii) obtaining the Company’s general assembly approval with respect to the Proposed Transaction.

b) The debt settlement agreement with the Second Creditor entered into on 7-6-1445 corresponding to 20-12-2023 pursuant to which the parties agreed to settle the remaining outstanding debt owed by the Company to the Second Creditor amounting to SAR (309,564,950), which relate to the remaining historic liability owed by the Company towards the Second Creditor resulting from the Company’s purchase of the Second Creditor’s cash shares in the Company which was held on behalf of the land owners who were not able to complete their ownership documentation, and as further stipulated in Section 1(b) of Article 7 of the Company’s bylaws in exchange of the issuance of new shares for the benefit of the Second Creditor in the Company(the number of shares issued shall be based on the closing share price of the Company on the trading day prior to the extraordinary general assembly to approve the Proposed Transaction in accordance with the terms of the settlement agreement). The settlement pursuant to the agreement is subject to the satisfaction of the following main terms and conditions: (i) obtaining all required regulatory approvals (particularly the approvals from the Capital Market Authority and the Saudi Stock Exchange (Tadawul) with respect to the issuance and listing of the newly issued shares), (ii) obtaining the approval of any third party whose consent is required to implement the Proposed Transaction, and (iii) obtaining the Company’s general assembly approval on the Proposed Transaction.

Further details of the terms and conditions of the aforesaid settlement agreements shall be outlined in the shareholders circular that will be published at a later stage upon obtaining all required regulatory approvals.

The Company further notes that the two creditors are considered related parties in the context of the Proposed Transaction due to the Second Creditor being a substantial shareholder in the Company, and due to the First Creditor being a subsidiary of the Company. Further details will be outlined in the shareholders circular which will be published at a later stage after obtaining all required regulatory approvals.

The Company will announce any further material developments in relation to the Proposed Transaction in case one arises.

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.