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The Board of directors of Al Mazaya Holding Company K.S.C.P (Holding) has convened on Wednesday 18/10/2023 at 01:30 PM where they discussed and approved the following items:
1-The recommendation to the Extraordinary General Assembly to discuss the ratification of the merger contract through amalgamation between Al Mazaya Holding Company K.S.C.P. (Holding) “Mazaya” and First Dubai Real Estate Development Company K.S.C.P. “First Dubai.” Dated 19/09/2023, where Al Mazaya Holding Company K.S.C.P. (Holding) will be the merging company and First Dubai Real Estate Development Company K.S.C.P. will be the merged company, and to ratify all its annexes including the independent Investment Consultant consultation, the Assets Valuation Report prepared by the independent asset valuator and the shares swap rate which represents the consideration that First Dubai Real Estate Development Company shareholders will receive, which is (0.497 shares) of Al Mazaya Holding Company K.S.C.P (Holding) shares in exchange for (1) share of First Dubai Real Estate Development Company K.S.C.P., all of which shall be after obtaining all the required approvals from the relevant regulatory authorities.
2-The recommendation to the Extraordinary General Assembly to discuss the approval of the merger through amalgamation between Al Mazaya Holding Company K.S.C.P. (Holding) “Mazaya” and First Dubai Real Estate Development Company K.S.C.P. “First Dubai.” where Al Mazaya Holding Company K.S.C.P. (Holding) will be the merging company and First Dubai Real Estate Development Company K.S.C.P. will be the merged company through the dissolution of First Dubai Real Estate Development Company K.S.C.P. and the transfer of its entire financial liability, including assets and liabilities through amalgamation, which includes all its assets, rights, and obligations to Al Mazaya Holding Company K.S.C.P., and the cancellation of the legal personality of First Dubai Real Estate Development Company after completing the merger procedures, and cancelling its license and deleting it from the records of the Department of Joint Stock Companies at the Ministry of Commerce and Industry, in accordance with the provisions of Law No. 7 of 2010 regarding the establishment of the Capital Markets Authority and regulating the securities activity and its executive regulations and their amendments, and Law No. 1 of 2016 issuing the Companies Law and its executive regulations and their amendments, all of which shall be after obtaining all the required approvals from the relevant regulatory authorities.
3-The recommendation to the Extraordinary General Assembly to discuss the approval for the continuation of trading the shares of Al Mazaya Holding Company K.S.C.P on Boursa Kuwait and the Dubai Financial Market after the merger process and announcing the merger process by publishing it on the website of Boursa Kuwait, Dubai Financial Market and in the Official Gazette and registering it in the company’s commercial registry.
4-The recommendation to the Extraordinary General Assembly to discuss the approval of increasing the capital of Al Mazaya Holding Company from KD 48,474,816.600 to KD 52,556,117.4 distributed over 525,561,174 ordinary shares through in-kind increase amounting to KD 4,081,300.8 “equivalent to an increase of approximately 8.4% of the company’s total authorized, issued and paid-up share capital by issuing and allocating 40,813,008 new ordinary shares at a nominal value of 100 fils per share and without a share premium, while having the current shareholders of Al Mazaya Holding Company (the merging company) give up their priority right in subscribing to the capital increase shares, provided that the entire capital increase shares are allocated to the shareholders of First Dubai Real Estate Development Company K.S.C.P. (the merged company) - other than the shares owned by Al Mazaya Holding Company K.S.C.P. in First Dubai Real Estate Development Company K.S.C.P. – which are registered in the register of shareholders of First Dubai Real Estate Development Company K.S.C.P. as on the record date, with a share swap ratio of (0.497 shares) of Al Mazaya Holding Company K.S.C.P. (Holding) in exchange for (1) share of First Dubai Real Estate Development Company K.S.C.P., in addition to authorizing the Board of Directors and/or Executive Management to determine the timetable for stocks entitlements to execute the resolution to increase the company’s capital allocated to the shareholders of First Dubai Real Estate Development Company K.S.C.P., to amend the timetable for stocks entitlements, and to take the necessary action in regards to shares fractions.
5-The recommendation to the Extraordinary General Assembly to discuss the amendment of Article (5) of the Company’s Statute and Article (6) of the Articles of Association regarding the increase in the company’s capital as a result of the merger as follows:
Current Text: The authorized, issued and paid-up share capital of the company has been set at KD 48,474,816.600 (Forty eight million, four hundred and seventy four thousands, eight hundred and sixteen Kuwaiti dinars , six hundred fils) distributed over 484,748,166 shares (Four hundred and eighty four million, seven hundred and forty eight thousand, one hundred and sixty six shares) with value per share of 100 fils, and all shares are in cash.
Text after modification: The authorized, issued and paid-up share capital of the company has been set at KD 52,556,117.4 (fifty-two million, five hundred and fifty six thousand, one hundred and seventeen Kuwaiti dinars and four hundred fils) distributed over 525,561,174 shares (five hundred and twenty five million, five hundred and sixty one thousand, one hundred and seventy four shares) with value per share of 100 fils, and shares are in cash and in kind.
The date and agenda of the extraordinary general assembly to discuss the above items will be announced after obtaining the approval of the relevant regulatory authorities.
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Material information
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