UCA, Enaya sign binding merger agreement

Logos of UCA and Saudi Enaya

United Cooperative Assurance (UCA) and Saudi Enaya Cooperative Insurance Co. signed, on May 31, a binding merger agreement, both companies said in separate statements to Tadawul.

Both insurance services providers agreed to merge through a share swap deal, whereby UCA will issue 0.837 ordinary share for each issued share in Saudi Enaya for the benefit of eligible shareholders in Saudi Enaya.

Enaya’s eligible shareholders are those who own shares issued in Enaya on the effective date of the merger deal.

Under the agreement, UCA will issue these shares in return for transferring Saudi Enaya’s assets and liabilities to UCA, without any cash compensation. This comes in compliance with the Companies Law as well as the regulations issued by the Capital Market Authority (CMA).

Upon the merger completion, all rights, liabilities, assets and contracts of Saudi Enaya shall be transferred to UCA, which shall become the legal successor of Saudi Enaya.

If the merger deal is approved by all competent authorities, as well as the extraordinary general meetings (EGMs) of both companies, and after the expiration of the creditors’ objection period which is the first fifteen (15) days of the thirty (30) day period -at a minimum- prior to the EGM date, or the date on which all creditors’ objections to the merger are settled (as applicable), UCA will increase its share capital by issuing 19.26 million new ordinary shares at a nominal value of SAR 10 to Saudi Enaya eligible shareholders based on the swap ratio.

Accordingly, UCA’s capital will reach SAR 592.6 million, divided into 59.26 million shares, of which Saudi Enaya shareholders will own 19.26 million, or 32.50% of the post-increase capital.

The new shares shall be issued to the eligible shareholders in Saudi Enaya, whose shares will be delisted.

Any relevant updates will be duly announced by both companies. UCA and Saudi Enaya will continue normal operations until the deal is closed.

To view the binding agreement, click here:

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