Alkhaleej Training inks deal to acquire 80% of Adhwaa Al-Hedaya via issuing 22.86M new shares

In a statement to Tadawul, the company said its capital will be increased from SAR 650 million to SAR 878.57 million through the issuance of 22.86 million ordinary shares. Accordingly, the number of shares will grow from 65 shares to 87.86 million shares, representing an increase of about 26.02% of Alkhaleej Training’s share capital prior to the issuance of the new shares. 

Alkhaleej Training was valued at SAR 1.37 billion for the purpose of the acquisition deal using the average daily closing price for a period of two months before signing the MoU, particularly from July 7 to Sept. 7, 2023, at share price equal to SAR 21 per share. The deal is valued at SAR 480 million. 

Adhwaa Al-Hedaya was established in 2005 and comprises two educational complexes, the first of which is Adwaa Al-Hidaya Schools in the Al-Taawun, Riyadh, with a capacity of 4,043 students, and an actual number of students of 3,325 studying the national and international curriculum. The second complex is Reigate Grammar School Riyadh (RGSR), located in Granada, Riyadh, and includes 1,120 students, with a capacity of 1,200 students studying the international curriculum.  

The agreement is valid until Dec. 27, 2024. 

Upon completing the deal, Alkhaleej Training shareholders’ stake will drop from 100% to 73.98% which will affect their voting power, the statement added. 

Either party may, upon notice to the other party, terminate the agreement within nine months from the date of the agreement or such other date as the parties may agree in writing from time to time if either party has not served a conditions fulfilment notice; or any of the joint conditions under the agreement have not been fulfilled or have been waived. 

The completion of the acquisition deal is subject to a number of conditions, including obtaining a no objection letter from the General Authority for Competition for the deal, obtaining the approval of the Saudi Exchange to list the new shares resulting from the capital increase and the approval of the Capital Market Authority (CMA) on the deal and the shareholders circular.  

This is in addition to the approval of the extraordinary general meeting of Alkhaleej Training, in accordance with the provisions of the Companies Law and the Rules for the Offering of Securities and Continuing Obligations, besides getting any other necessary or appropriate approvals for the acquisition deal. 

According to data compiled by Argaam, Alkhaleej Training signed on Sept. 7, 2023, a non-binding memorandum of understanding (MoU) with Adhwaa Al-Hedaya (a Saudi closed joint stock company) to acquire 80% of the latter’s share capital.