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.

Al Khaleej Training and Education company announces the signing of a share purchase agreement to acquire controlling stakes in Adhwa’a Al-Hidaya Private Schools Company for Boys and Girls by way Capital increase through the issuance of shares to the selling shareholders of the Adhwa’a Al-Hidaya Private Schools Company for Boys and Girls (a Saudi closed joint stock company).

Element List Explanation
Introduction With reference to Al Al Khaleej Training and Education Company (“AlKhaleej”) announcement dated 07/09/2023G in relation to signing a non-binding memorandum of understanding (MoU) between Alkhaleej and Adhwa’a Al-Hidaya Private Schools Company for Boys and Girls for the sale and purchase of shares representing 80% of the share capital of Adhwa’a Al-Hidaya Private Schools Company for Boys and Girls by way of a share swap.

AlKhaleej announces that it has entered into a share purchase agreement on 28/03/2024G with the shareholders of Adhwa’a Al-Hidaya Private Schools Company for Boys and Girls (the “Selling Shareholder”) (“Agreement”), for the purpose of acquiring shares in Adhwa’a Al-Hidaya Private Schools Company for Boys and Girls, corresponding to One million, six hundred thousand (1,600,000) ordinary shares, representing 80% of the share capital of Adhwa’a Al-Hidaya Private Schools Company for Boys and Girls, in exchange for the issuance of new shares in Alkhaleej to the Selling Shareholder, whereby Alkhaleej capital will 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 AlKhaleej shares from sixty five million (65,000,000) ordinary shares to eighty-seven million, eight hundred fifty seven thousand and one hundred forty three (22,857,143) ordinary shares, representing an increase of about 26.02% of Alkhaleej share capital prior to the issuance of the new shares (the “Acquisition Deal”).

It is worth mentioning that Adwaa Al-Hidaya Schools Company for Boys and Girls was established in 2005 and includes under its ownership two educational complexes, the first of which is Adwaa Al-Hidaya Schools in the Al-Taawun neighbourhood, with a capacity of 4043 students, and the number of its students is 3,325 students studying the national and international Curriculum, and the Regit Grammar School Riyadh -RGSR-, located in the Ghirnata neighbourhood. The number of students is 1,120 students, with a capacity of 1,200 students studying the international Curriculum; RGSR is one of the leading private schools in the Kingdom of Saudi Arabia and operates under the prestigious Royal Commission for Riyadh City (RCRC) International Schools Programme.

Date of Signing the Agreement 2024-03-28 Corresponding to 1445-09-18
Name of (the Acquired Company)/(Asset to be Purchased) Adhwa’a Al-Hidaya Private Schools Company for Boys and Girls (Closed Joint Stock Company)
Value of (The Company to be Acquired)/(The Asset to be Purchased) Value of the Transaction480 Million SAR
Value of the listed company Alkhaleej valuation for the purpose of the Acquisition Deal was set to (1,365,000) One Billion three hundred sixty-five million SAR using the average daily closing price of Alkhaleej for the period of two months before signing the MoU from corresponding to the period 07/07/2023G until 07/09/2023G, and share price equal to SAR 21 per share.
Capital before Increase 650,000,000 SAR
Number of Shares before Increase 65000000
Value of capital increase 228,571,430 SAR
Capital Increase Percentage (%) 26.02 %
Capital After Increase 878,571,430 SAR
Number of Shares After Increase 87857143
Share Exchange Equation (Ratio) Not Applicable
Potential Effects or Risks for Issuing such Shares on the Shareholders of the Current Company, the Company, and Decision Making thereon After the Acquisition Deal is completed, the ownership percentage of Alkhaleej current shareholders will decrease from 100% to 73.98%, which results in a decrease in the voting power of Alkhaleej current shareholders,
Listed Company’s Ownership Percentage in (Company to be Acquired)/(Asset to be Purchased) after the Issuance of Shares (%) 80 %
Ownership Percentage of Shareholders to Whom New Shares will be Issued after Conclusion of the Acquisition (%) 26.02 %
Additional Information or Substantial Conditions Not Applicable
Related Parties No Related Party
The expiry date of the agreement 27-12-2024
Agreement Termination Terms Either Party may, upon notice to the other party, terminate the agreement within nine (9) months from the date of the agreement or such other date as the parties may agree in writing from time to time if:

• either party has not served a conditions fulfilment notice; or

• any of the joint conditions under the agreement have not been fulfilled or have been waived.

Approvals The completion of the Acquisition Deal is subject to a number conditions, including:

1. Obtaining a no objection letter from the General Authority for Competition for the Acquisition Deal;

2. Obtaining the approval of the Saudi Exchange Company to list the new shares resulting from the capital increase;

3. Obtaining the approval of the Capital Market Authority on the Acquisition Deal and the shareholders circular;

4. Obtaining the approval of the Extraordinary General Assembly of AlKhaleej, in accordance with the provisions of the Companies Law, the Rules for the Offering of Securities and Continuing Obligations; and

5. Obtaining any other necessary or appropriate approvals in relation to the Acquisition Deal.

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