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Meeting Status : Meeting hold
   


Disclosure Basic
Information
Decisions
Attendance
   
ARAB PALESTINIAN INVESTMENT - APIC
    Meeting Content 
Meeting Decision
  
    Company Symbol 
APIC
  
    Currency 
USD
  
    ISIN Number 
PS4010112960
  
    Meeting Date 
2019-05-02
  
    Meeting Day 
Thursday
  
    Meeting Time 
13:00
  
    GAM Type 
Extra Ordinary
  
    Meeting Location 
Grand Park Hotel, Ramallah, Palesitne
  
    Fiscal Year 
2019
  
    Meeting Invetation Party 
Board Member
  
    Meeting adjourned Time 
13:15
  
    Meeting Chairman 
AL-SAID LTD/Tareq T. F. Shakaa
  
    Meeting Recorder 
Fida Musleh/Azar
  
    PEX Representative 
Mohammad Abu Baker
  
    PCMA Representative 
Barraq Nabulsi
  
    Controller/Registrar (or his representative)v 
Tarek Masri
  
    Number of attending shareholders in person 
50
  
    Number of shareholders who represented by proxy 
23
  
    Number of shares represented in the meeting in person 
45904566
  
    Number of shares represented in the meeting by proxy 
15268965
  
    Total Number of shares presented in the meeting (in person and by proxy) 
61173531
  
    لإhe ratio for the shares presented to the company total No. of shares% 
74.6
  
Agenda
Agenda

APIC intends to invest in the registered share capital of the Arabian Tile Company Ltd (ARTIC), which was established in Saudi Arabia in 1977, and later became a subsidiary of Aggad Investment Company (AICO) in 1989.

ARTIC is registered as a limited liability company (LLC) at the Register of Companies at the Ministry of Commerce and Investment in Saudi Arabia under number (1010075274) with a subscribed and paid-up capital of SR 30 million divided into 30,000 shares (with a nominal value of SR 1,000 per share).

ARTIC is one of the largest manufacturers in Saudi Arabia of terrazzo tiles, blocks and interlocks, grinding and polishing stones (GPS), glass fibre reinforced concrete (GRC), and special products of cement materials processed at the request of the customer. In 2019, ARTIC plans to begin manufacturing and producing glass fibre reinforced gypsum (GRG). The company is headquartered in Riyadh and owns and operates eight factories located in strategic locations within Saudi Arabia, four of which are located in the Second Industrial City in Riyadh, two in Jeddah, and two in Al-Kharj.

Accordingly, and based on the abovementioned, APIC intends to enter into a transaction that entails the acquisition of 29.2% of the registered share capital of ARTIC (the Transaction). The Transaction will be executed according to the mechanisms set out below:

  • APIC shall issue 1,500,000 shares at a price of USD 2.35 per share for AICO as a strategic investor, in exchange, APIC shall acquire 5,470 shares of the shares held by AICO in ARTIC and referred to as (the Swapped Shares) and to the entire transaction (Share Swap Transaction); and
  • In conjunction with the Share Swap Transaction, APIC will inject USD 3 million in ARTIC to increase the subscribed and paid-up share capital from 30,000 shares to 34,651 shares with a nominal value of SAR 1,000 per share whereby APIC will own the newly issued shares of 4,651, bringing the total number of shares to be owned by APIC in ARTIC as follows:

Number of Shares

Items

5,470

Equity arising from the share swap (Swapped Shares)

4,651

Equity arising from ARTIC’s capital increase

10,121

TOTAL

 

Accordingly, the total number of shares to be owned by APIC as a result of the transaction set forth in the preceding table shall equal a percentage of 29.2% in ARTIC’s subscribed and paid-up share capital.

As such, following the decision of APIC's Board of Directors approving the Transaction and the acquisition of 29.2% of the share capital of ARTIC in accordance with the mechanisms outlined above, the following matters will be discussed and ratified:

  • The issuance of 1,500,000 shares, at an issuance price of USD 2.35 each from the authorized and registered share capital of APIC being USD 100 million through a private placement in favor of AICO.
  • Authorizing the Board of Directors, represented by Mr. Tarek Aggad, to proceed in completing all relevant procedures as required for the achievement of the aforementioned purpose from all its aspects including those pertaining to its substance, procedural, legal and financial aspects to sign all contracts and undertake the necessary commitments, guarantees and applications relevant to the subject in question in addition to taking the necessary decisions including authorizing individuals or entities to ensure proper execution of what is contained in the general meeting of the shareholders held in an extraordinary manner.
 




Last update date of data : 05\05\2019 3:30PM