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(MENAFN- Al-Anbaa) The Extraordinary General Assembly of Al-Safat Investment Company yesterday approved the draft merger contract by way of consolidation between the company and Cap Corp Investment Company, so that Al-Safat Company is the merging company, and Cap Corp is the merging company, marking the start of the necessary procedures according to the schedule for the next period.
During the meeting, which was chaired by the Chairman of the Board of Directors, Abdullah Al-Terkait, the assembly approved all the annexes of the merger contract project, including the report of the independent investment advisor, the report of the asset valuer prepared by the independent asset valuer, and the stock exchange rate, after obtaining the approvals of the relevant regulatory authorities.
The merger process, as approved by the shareholders, will witness the dissolution of Cap Corp, in accordance with the provisions of Law No. 7 of 2010 regarding the establishment of the Capital Markets Authority and its executive regulations and their amendments, and Law No. 1 of 2016 and its executive regulations and their amendments, after obtaining the approvals of the relevant regulatory authorities.
The assembly agreed to continue trading the shares of Al-Safat Investment Company on the Kuwait Stock Exchange after the merger, and to publish the merger process on the Kuwait Stock Exchange website and in the Official Gazette, and to register it in the commercial register.
In a related context, the shareholders approved, during the General Assembly, the company’s capital increase from 28,327,568.8 million dinars distributed over 283,275,688 shares, to 38,327.56 million dinars distributed over 383,275,688 shares, i.e. an in-kind increase of 10 million dinars distributed over 100 million shares. Equivalent to an increase of 35.30% of the company’s total issued and paid-up capital at nominal value, which amounts to 100 fils per share with an issuance premium, with the current shareholders of Al-Safat Investment Company (the merging company) waiving the priority right to subscribe to the increase shares.
All the shares of the capital increase of Al-Safat Investment Company will be allocated to the shareholders of Cap-Corp Investment Company (the merged company), other than the shares owned by Al-Safat Investment Company in Cap-Corp Investment Company, who are registered in the register of shareholders of Cap-Corp Investment Company as on the maturity date, while the share swap ratio was determined. For each one (1) share of Cap Corp Investment Company, equivalent to half (0.5) of the shares of Al-Safat Investment Company.
The General Assembly authorized the company’s board of directors and the company’s executive management to amend the timetable in the event of failure to obtain regulatory approvals or failure to complete the month’s procedures at least eight working days before the due date, and to dispose of fractional shares.
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During the meeting, which was chaired by the Chairman of the Board of Directors, Abdullah Al-Terkait, the assembly approved all the annexes of the merger contract project, including the report of the independent investment advisor, the report of the asset valuer prepared by the independent asset valuer, and the stock exchange rate, after obtaining the approvals of the relevant regulatory authorities.
The merger process, as approved by the shareholders, will witness the dissolution of Cap Corp, in accordance with the provisions of Law No. 7 of 2010 regarding the establishment of the Capital Markets Authority and its executive regulations and their amendments, and Law No. 1 of 2016 and its executive regulations and their amendments, after obtaining the approvals of the relevant regulatory authorities.
The assembly agreed to continue trading the shares of Al-Safat Investment Company on the Kuwait Stock Exchange after the merger, and to publish the merger process on the Kuwait Stock Exchange website and in the Official Gazette, and to register it in the commercial register.
In a related context, the shareholders approved, during the General Assembly, the company’s capital increase from 28,327,568.8 million dinars distributed over 283,275,688 shares, to 38,327.56 million dinars distributed over 383,275,688 shares, i.e. an in-kind increase of 10 million dinars distributed over 100 million shares. Equivalent to an increase of 35.30% of the company’s total issued and paid-up capital at nominal value, which amounts to 100 fils per share with an issuance premium, with the current shareholders of Al-Safat Investment Company (the merging company) waiving the priority right to subscribe to the increase shares.
All the shares of the capital increase of Al-Safat Investment Company will be allocated to the shareholders of Cap-Corp Investment Company (the merged company), other than the shares owned by Al-Safat Investment Company in Cap-Corp Investment Company, who are registered in the register of shareholders of Cap-Corp Investment Company as on the maturity date, while the share swap ratio was determined. For each one (1) share of Cap Corp Investment Company, equivalent to half (0.5) of the shares of Al-Safat Investment Company.
The General Assembly authorized the company’s board of directors and the company’s executive management to amend the timetable in the event of failure to obtain regulatory approvals or failure to complete the month’s procedures at least eight working days before the due date, and to dispose of fractional shares.
MENAFN18052023000130011022ID1106274240
