Riyadh - Mubasher: Ban Group Holding Company announced signing two binding agreements to purchase a number of real estate assets by increasing the company’s capital and issuing new shares to sellers of real estate assets.

1. An agreement with Al-Ula Real Estate Development Company (“Al-Ula Real Estate Development Company”) as the seller, and Ajdan Real Estate Development Company as the seller’s guarantor, pursuant to which it was agreed that the company would acquire ownership of all residential units located in the Ajdan Waterfront Project Tower located in the city of Khobar (the number of residential units is 86 real estate units), in exchange for issuing new shares in the company’s capital in favor of Al-Ula Real Estate Development Company or any of its affiliated companies as it determines and in accordance with the provisions of the agreement (“Al-Ula Deal”).

2. An agreement with Abdulmohsen Abdulaziz Alhokair Holding Group (“Alhokair Holding Company”) as a seller, pursuant to which it was agreed that the Company would acquire ownership of six properties on which three hotels were built in the cities of Riyadh and Jeddah, in exchange for issuing new shares in the Company’s capital to Alhokair Holding Company (“Alhokair Holding Deal”).

The First Deal and the Alhokair Holding Deal are collectively referred to as the (“Deals”), and Alhokair Holding and Alhokair Real Estate Development Company are collectively referred to as the (“Sellers”).

It is also worth noting that the two deals are independent of each other and are not conditional on the completion of one for the other to be effective. However, the company intends to complete the two deals simultaneously by increasing the company’s capital to issue shares in favor of both Al-Oula Real Estate Development Company and Al-Hokair Holding Company.

The two deals represent part of the company’s strategy to maintain its focus in the Saudi Arabian market by strengthening its leading position in various regions and enhancing its presence in the market by developing its current hotel and real estate portfolio.

Regarding the first deal, the real estate assets to be purchased are 86 residential units, representing all residential units located in the Ajdan Waterfront Project Tower located in the city of Khobar on plot No. 12/2 of plan No. 356/2.

In relation to the Alhokair Holding deal, the real estate assets to be purchased are:

1. Plot No. 2155 of Plan No. 1578/A, Plot No. 2157 of Plan No. 1578/A, Plot No. 2159 of Plan No. 1578/A, and Plot No. 2161 of Plan No. 1578/A, on which the Hilton Double Tree Hotel in Riyadh, located in Al-Morouj district, is currently located.

2. A plot of land in the Southern Obhur plan, where the Radisson Blu Corniche Hotel is currently located in Jeddah.

3. Plot No. 528/A of Plan No. 3/477/A, on which the Holiday Inn Jeddah Gateway Hotel is currently located in Jeddah on Medina Road.

Regarding the first deal, (178,500,000) one hundred and seventy-eight million and five hundred thousand Saudi riyals.

In relation to the Alhokair Holding deal, (651,620,000) six hundred and fifty-one million, six hundred and twenty thousand Saudi riyals.

The company's market value as of 12/26/2024 is (774,900,000 Saudi Riyals).

The capital increase amount is (304,966,936) three hundred and four million, nine hundred and sixty-six thousand, nine hundred and thirty-six Saudi riyals.

The company’s capital after the increase will amount to (619,966,936) six hundred and nineteen million, nine hundred and sixty-six thousand, nine hundred and thirty-six Saudi riyals.

Following the completion of the two transactions, the ownership of existing shareholders will be reduced by 49.2%, affecting their voting rights.

Whereas the two transactions are independent of each other, and although the Company intends to complete the two transactions simultaneously through a single capital increase and the issuance of new shares for Al Oula Real Estate Development Company and Al Hokair Holding Company in a single extraordinary general assembly, due to the existence of preconditions for the completion of each of the two transactions, it may be impossible (before holding the extraordinary general assembly related to the transaction and the capital increase) to complete one of the two transactions, and the Company decides to continue to complete only one transaction, and any material developments regarding either of the two transactions will be announced in due course.

The parties to the two deals agreed that the value of one share for the purpose of determining the number of shares to be considered would be SAR 2.722 per share. This price was determined based on the average daily closing price weighted by trading volume for a period of three months ending on the trading day preceding the date of signing the two deals agreements (3 M VWAP ).

The Alhokair Holding deal involves a conflict of interest due to the indirect interest of the Chairman of the Board of Directors, Mr. Sami bin Abdul Mohsen Alhokair, as he is a member of the Board of Directors of Alhokair Holding Company, and the Board of Directors member, Mr. Faisal bin Mohammed Al Malik, as he is the Executive Director of Alhokair Holding Company.

In addition, the Alhokair Holding deal involves related parties who are major shareholders in the company (Mr. Abdulmohsen bin Abdulaziz Alhokair and Abdulmohsen Alhokair and Sons Holding Company), as Mr. Abdulmohsen Alhokair and the other partners in Abdulmohsen Alhokair and Sons Holding Company indirectly control Alhokair Holding Company.

Noting that all related parties will abide by the regulatory provisions relating to voting on decisions related to the Alhokair Holding deal in the Board of Directors and the General Assembly (where applicable).

Subject to the continuity of the obligations, representations and indemnities associated therewith, the two transactions shall terminate upon their completion and the issuance of the shares in favour of the sellers, which shall be before the expiry of one year from the date of signing the agreements relating to the two transactions or such later date as the parties to the two transactions may agree in writing.

• Either of the two transaction agreements may be terminated by written agreement between the parties thereto.

• The company alone has the option to terminate any of the two deal agreements within a period of 90 days from their date, provided that the two deal agreements become binding on the company if it does not terminate any of them within this period.

• The Company has the right to terminate any of the two transaction agreements by written notice to the sellers in the relevant transaction, in the event that any of the preconditions are not met - as the Company deems appropriate - (except for the conditions that require the approval of the regulatory authorities) or are not waived by the Company, or in the event that any of them are not met within a period of one year from the date of signing the relevant agreement or any later date as agreed upon by the parties to either transaction in writing.

• The company may also terminate any of the two deals’ agreements if any of the following occurs:

1. If any of the representations or warranties of any of the sellers contained in the relevant agreement are found to be incorrect or inaccurate prior to the completion of the relevant transaction.

2. In the event that any of the sellers breaches any of their obligations under the relevant agreement.

3. In the event that any issues or observations arise that the company deems, in its absolute discretion, to affect the real estate assets, their condition or valuation after the completion of the due diligence in the relevant transaction.

4. Issuance of an order or decision by any governmental or competent authority prior to the completion date, ordering the expropriation of the relevant real estate assets or part thereof, or restricting or suspending the disposal thereof or benefiting from them or any part thereof in the relevant transaction.

The approvals required to complete either transaction include the following:

1. Obtaining the necessary approvals from the Capital Market Authority and the Saudi Stock Exchange to complete both transactions or one of them.

2. Obtaining the approval of the General Authority for Competition to complete both transactions or one of them (if required).

3. The approval of the company’s Board of Directors and the Extraordinary General Assembly to issue shares in exchange for the related transaction.

4. Obtaining the necessary approvals related to both transactions or one of them from the Ministry of Commerce.

5. Obtaining the necessary approvals related to both transactions or one of them from the authority responsible for transferring ownership of real estate assets.

6. Obtaining any other necessary approvals in relation to the two transactions.