MBC Group Co. — Capital/Financing Update 2024

Oct 29, 2024

MBC Group announces the signing of an amendment agreement for one of its expansion project agreements with its subsidiary MBC Media KSA LLC, Istedamah Holding Company and MBC Group Holdings Limited (BVI).

4072 · 29/10/2024 15:58:57 · Announcement #83207 · View on Saudi Exchange

MBC Group announces the signing of an amendment agreement for one of its expansion project agreements with its subsidiary MBC Media KSA LLC, Istedamah Holding Company and MBC Group Holdings Limited (BVI).

Element List	Explanation
Introduction	MBC Group (the “Company”) announces the signing of an amendment agreement with its wholly-owned subsidiary MBC Media KSA LLC, Istedamah Holding Company and MBC Group Holdings Limited (BVI) (the “Amendment Agreement”), for the purpose of amending the project agreement dated 26/10/1444H (corresponding to 16/05/2023G) in connection with the funding of certain amounts for the relocation of the Group’s headquarters, production facilities and offices to Riyadh, KSA (the “Project Agreement”) as disclosed in the Company’s prospectus.
Date of Announcement of the Award	2024-10-29 Corresponding to 1446-04-26
Contract Subject Matter	Amendment of the Project Agreement.
The Entity with Which the Contract was Signed	Istedamah Holding Company (as representative of the KSA government and provider of the funding) and MBC Media KSA LLC (as the entity receiving the funding) and MBC Group Holding Limited (BVI) (in its capacity as the previous holding company of the Group).
Date of Signing the Contract	2024-10-29 Corresponding to 1446-04-26
Contract Value	The total uncommitted allocated amount as per the Project Agreement amounts to USD 507,870,660 (equivalent to SAR 1,904,514,975).
Contract Details	The Amendment Agreement has been entered into for the purpose of the reallocation of certain funding amounts in the total of USD 77,646,500 (equivalent to SAR 291,174,375) to be utilized for the construction of central studios in Alnarjis plot and a broadcast platform (uplink) and control center in Riyadh.

The Amendment Agreement also includes – among other amendments – the replacement of the guarantor as party in the Project Agreement, whereas the Company shall now guarantee the obligations of MBC Media KSA LLC under the Project Agreement as a replacement guarantor of MBC Group Holding Limited (BVI), given that the Company is the new holding company for the Group after the restructuring procedures, as disclosed in the prospectus. Contract Duration The same duration of the Project Agreement, which shall end on 31 December 2026G. Financial Impact and the Relevant Period There is no material financial impact on the Company. Related Parties Istedamah Holding Company is a related party to the Company considering it is one of the substantial shareholders of the Company.

His Excellency Mr. Hindi Abdullah Humaidan Al Sohimi (vice chairman of the Company) has an indirect interest in the Amendment Agreement given his role as chairman of the board of directors in Istedamah Holding Company. Additional Information The Company confirms that the Amendment Agreement was concluded in the ordinary course of business of the Company and did not include any preferential benefits. The reallocation of some of the funding amounts pursuant to the Amendment Agreement will contribute to the completion of construction works of various studios in Alnarjis plot to become a multi-faceted center to fulfil the needs of media production in the implementation of the Company's strategy for the relocation of the Group’s business, headquarters and employees to Riyadh, KSA as disclosed in the Company’s prospectus. The reallocation of some of the funding amounts will also contribute to the establishment of a broadcast platform (uplink) and control center for the Group in Riyadh in accordance with the latest technologies necessary for broadcasting content.

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.