Investor Relationship

In line with the Kingdom’s Vision 2030 AD, and our project to build a human being, we believe in the importance of preserving the Arab spirit and cultural values that distinguish us as a people, and at the same time we realize that development and progress are necessary to interact with the modern world and the future.

Element List Explanation
Introduction Further to the company’s previous announcement on Tadawul’s website, Al Khaleej Training and Education Company (“Al Khaleej” or the “Company”) announced that it had entered into a sale and purchase agreement on 28/03/2024G with the shareholders (the “Selling Shareholders”) of Adwaa Al-Hedaya for Boys and Girls Private Schools (“Adwaa Al-Hedaya”) (the “Agreement”), for the purpose of acquiring one million, six hundred thousand (1,600,000) ordinary shares in Adwaa Al-Hedaya, representing 80% of the share capital of Adwaa Al-Hedaya, in exchange for the issuance of new shares in Al Khaleej to the Selling Shareholders (the “New Shares”) (the “Acquisition Transaction”).

 

The Agreement envisaged that the share capital of Al Khaleej would be increased from six hundred fifty million Saudi Riyals (SAR 650,000,000) to eight hundred eighty seven million, five hundred seventy one thousand and four hundred thirty Saudi Riyals (SAR 878,571,430), through the issuance of twenty two million, eight hundred seventy five thousand and one hundred forty three (22,857,143) ordinary shares, thus increasing the total number of Al Khaleej issued shares from sixty five million (65,000,000) ordinary shares to eighty-seven million, eight hundred fifty seven thousand and one hundred forty three (87,857,143) ordinary shares.

Date of Posting the Previous Announcement of Development on Saudi Exchange’s Website 2024-03-31 Corresponding to 1445-09-21
Hyperlink to the Previous Announcement Click Here
Change on the Development Further to the company’s previous announcement on Tadawul’s website, Al Khaleej Training and Education Company (“Al Khaleej” or the “Company”) announced that it had entered into a sale and purchase agreement on 28/03/2024G with the shareholders (the “Selling Shareholders”) of Adwaa Al-Hedaya for Boys and Girls Private Schools (“Adwaa Al-Hedaya”) (the “Agreement”), for the purpose of acquiring one million, six hundred thousand (1,600,000) ordinary shares in Adwaa Al-Hedaya, representing 80% of the share capital of Adwaa Al-Hedaya, in exchange for the issuance of new shares in Al Khaleej to the Selling Shareholders (the “New Shares”) (the “Acquisition Transaction”).

 

The Agreement envisaged that the share capital of Al Khaleej would be increased from six hundred fifty million Saudi Riyals (SAR 650,000,000) to eight hundred eighty seven million, five hundred seventy one thousand and four hundred thirty Saudi Riyals (SAR 878,571,430), through the issuance of twenty two million, eight hundred seventy five thousand and one hundred forty three (22,857,143) ordinary shares, thus increasing the total number of Al Khaleej issued shares from sixty five million (65,000,000) ordinary shares to eighty-seven million, eight hundred fifty seven thousand and one hundred forty three (87,857,143) ordinary shares.

 

The Company wants to clarify that on 28/08/2024G, the Company entered into an amended Sale and Purchase Agreement with the Selling Shareholders, pursuant to which certain amendments were made to the Agreement (the “Amended Agreement”), including the following:

 

a) Mr. Fahad Bin Thunayan Bin Fahad Al Thunayan would no longer be a party to the Amended Agreement, such that the only selling shareholder under the Amended Agreement would be Ethraa Holding Closed Joint Stock Company, and Al Khaleej would acquire one million, six hundred thousand (1,600,000) ordinary shares in Adwaa Al-Hedaya from Ethraa Holding Closed Joint Stock Company.

 

b)the New Shares to be issued by Al Khaleej to Ethraa Holding Closed Joint Stock Company would equal twenty-two million six hundred fifty thousand one hundred seventy three (22,650,173) ordinary shares in Al Khaleej with a nominal value of ten (10) Saudi riyals per share in exchange for the acquisition of one million, six hundred thousand (1,600,000) ordinary shares from Adwaa Al-Hedaya’ shares, which will, accordingly, and on completion of the Acquisition Transaction:

 

1. increase the paid-up capital of Al Khaleej from six hundred and fifty million (650,000,000) Saudi riyals to eight hundred seventy-six million five hundred one thousand seventy hundred thirty (876,501,730) Saudi riyals.

 

2. increase the issued shares of the Company from sixty-five million (65,000,000) ordinary shares to eighty-seven million six hundred fifty thousand one hundred seventy-three (87,650,173) ordinary shares.

 

3. based on the volume weighted average price (VWAP) of Al Khaleej’s shares (for the two-month period prior to the conclusion and announcement of the Memorandum of Understanding from the date 07/07/2023G till 07/09/2023G), which is SAR 21 per share, result in a total consideration value of SAR 475,653,633.

 

4. following the completion of the Acquisition Transaction, the ownership percentage of current shareholders in Al Khaleej will decrease from one hundred percent (100%) to seventy-four-point one six percent (74.16%).

 

5. the increase of the current capital of Al Khaleej represents thirty-four-point eight five percent (34.85%) of Al Khaleej’s current capital.

 

6. the ownership percentage of the Selling Shareholder in Al Khaleej will be twenty-five point eight four (25.84%) post the completion of the Acquisition Transaction.

 

c)certain preconditions to completion of the Acquisition Transaction stipulated in the Agreement which have already been satisfied or which are no longer applicable were removed in the Amended Agreement.

 

d)the expiry date of the Amended Agreement date shall be on 31 December 2024G.

Financial Impact on the change Not applicable.
Additional Information No additional information.

 

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.