Almarai shareholders approve 50% capital hike plan

Almarai Company is raising its share capital from SR4.00 billion to SR6.00 billion, an increase of 50 percent by issuing 200 million shares totally valued SR2.00 billion.
This was one of the items on the agenda approved by the shareholders at the company’s extraordinary general assembly meeting held in Riyadh on Monday (Sept. 9).
The shareholders approved all items on the agenda, according to a statement posted on the Tadawul website.
The issuance of additional 200 million shares will increase the number of shares from 400 million to 600 million through the distribution of one bonus share for every two outstanding shares for existing shareholders at the end of trading day of the extraordinary general assembly meeting.
The new shares will be funded from retained earnings as of March 31, 2013, by giving the correct number of shares for each outstanding, and collect all the fractions into one portfolio for selling them in the market.
The reason for this increase is that Almarai Company wants to adjust its share capital with its assets and thus support its 5-year investment plan of SR15.7 billion. This program will cover the expansion needs in all areas of farming, manufacturing, distribution and logistics.
The other items on the agenda approved by the shareholders include:
Amending Article 6 of the company’s bylaw to be read as follows: The share capital of the company shall be SR6 billion (SR6,000,000,000), divided into SR600 million (600,000,000) registered shares of equal value of ten riyals (SR10) each.
Issuance of sukuk in compliance with Shariah principles, whether in part or several parts through the issuance of one or a series of issuance from time to time, with the amounts and terms set by the company as per the board of directors approval without referring to the general assembly of shareholders on this matter, and with a condition that this instrument does not exceed the value of the company’s capital.
Authorize the board of directors to take all necessary measures to issue such sukuk once the necessary approvals from the relevant authorities have been received. The board may delegate any or all of its authorization, as per the resolutions stated, to any person or persons who may then also delegate this authorization.
Approve and rectify all works, transactions and agreements, including any documents, notice or certificates, which were concluded by the board of directors or any authorized person by the board, relating to the amendment and restatement of the murabaha financing agreement dated Aug. 10, 2009 between Al-Etisalat Al-Mutanakilah Al Saudia Company (Zain KSA) as purchaser and Banque Saudi Fransi (BSF) as investment agent in connection with the company’s shareholding in Zain KSA, including:
a) a confirmation agreement between, among others, Almarai Company and BSF as the security agent, pursuant to which, among other things, the company confirmed that the pledge of its shares in Zain KSA continues to be in full force and effect;
b) a side letter to the shareholder loan agreement between the company and Zain KSA, pursuant to which the company confirmed that outstanding amounts under its shareholder loan agreement shall continue to be subordinated; and
c) a subordination deed between, among others, the company and Banque Saudi Fransi as the security agent, pursuant to which, among other things, the company extended the subordination of its shareholder loan to the facility made available under the Murabaha Financing Agreement.
In addition to the full powers delegated to the board of directors, the managing director or the CEO to conclude or enter into any agreements or documents to be concluded by the company in its capacity as a partner in Zain Saudi Arabia Co. according to the sole discretion of the board of directors, the managing director or the CEO in this concern under the Murabaha Finance Agreement, actions or agreements, the board of directors may delegate all or part of its authorities referred to above to any of its members or to others.