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The Postponed Extraordinary General Assembly has approved the following:
First item: The discussion of ratifying the merger contract. The General Assembly ratified 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 also ratified 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 share) 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
Second item: The discussion of approving the merger.
The General Assembly approved 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.
Third item: The discussion of the continuation of trading the shares of Al Mazaya Holding Company K.S.C.P on Boursa Kuwait and the Dubai Financial Market
The General Assembly approved 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.
Fourth item: The discussion of the increase of the company’s capital
The General Assembly approved increasing the capital of Al Mazaya Holding Company K.S.C.P from KD 48,474,816.600 to KD 52,556,117.4 distributed over 525,561,174 ordinary shares through an 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 share) 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. Additionally, the General Assembly approved the corporate action timeline to execute the share capital increase resolution as follows:
| Sr. |
Events |
Date |
| 1 |
Confirmation date/ Confirmation of the timetable for stocks entitlements/ corporate |
03/03/2024 |
| 2 |
Cum Date |
11/03/2024 |
| 3 |
EX Date |
12/03/2024 |
| 4 |
Record Date |
14/03/2024 |
| 5 |
Payment date/ Date of the execution of shares exchanging |
20/03/2024 |
In addition, the General Assembly approved authorizing the Board of Directors and/or Executive Management to amend the timetable for stocks entitlements/ corporate action, and to take the necessary action in regards to shares fractions.
The Postponed Extraordinary General Assembly has approved the following:
In addition, the General Assembly approved authorizing the Board of Directors and/or Executive Management to amend the timetable for stocks entitlements/ corporate action, and to take the necessary action in regards to shares fractions.
Fifth item: Approved amending Article (5) of the Company’s Statute and Article (6) of the Articles of Association 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 thousand, eight hundred and sixteen Kuwaiti dinars, six hundred fills) 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 KD52,556,117.4 (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 all shares are in cash
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