Maaden shareholders to vote on capital hike to acquire Mosaic stake in Wa'ad Al Shamal on Dec. 11

20/11/2024 Argaam
Saudi Arabian Mining Co. (Maaden)headquarter

Saudi Arabian Mining Co. (Maaden) headquarter


Saudi Arabian Mining Co.’s (Maaden) shareholders will vote on raising capital from SAR 36.91 billion to SAR 38.02 billion by issuing 111.01 million ordinary shares, to fund its acquisition of Mosaic Phosphates BV’s entire stake in Maaden Wa’ad Al Shamal Phosphate Co. (MWSPC), including related marketing rights for phosphate and fertilizer products, during the extraordinary general assembly meeting, scheduled on Dec. 11, 2024.

 

This will be pursuant to the stock purchase and subscription agreement (SPSA) signed in April between the two companies.

 

Details of the Agreement 

Deal

Acquisition of Mosaic Phosphates BV’s entire stake in MWSPC

Method

Increasing Maaden's capital by issuing shares for Mosiac Phosphates BV

Seller

Mosiac Phosphates BV

Target Stake

210.94 million shares in Maaden Wa'ad Al Shamal

Target Stake (%)

25%

Method of Compensation

Issuing new shares in Maaden to the seller

Number of Shares to be Issued

111.01 mln

Maaden's Capital before Increase

SAR 36.92 bln

Maaden's Capital after Increase

SAR 38.03 bln

Par Value of New Shares

SAR 10

Capital increase (%)

3.01%

Seller's Ownership in Maaden after the Increase

2.92%

 

Shareholders will also vote on the transactions and contracts that will be concluded between Maaden and Saudi Basic Industries Corporation (SABIC), in which Mohammed Al-Qahtani has an indirect interest in his capacity as a director in Maaden and SABIC. The contract is related to the share purchase agreement to acquire the entire shares of SABIC Industrial Investments Co. in Aluminum Bahrain (Alba) for SAR 3.62 billion to SAR 3.97 billion without preferential terms.

 

For more news and details on M&As

 

Earlier this month, the Capital Market Authority (CMA) approved Maaden’s request to raise its capital from SAR 36.91 billion to SAR 38.02 billion by issuing 111.01 million ordinary shares. The capital top-up is aimed at funding Maaden’s acquisition of Mosaic Phosphates’ entire stake in MWSPC, including related marketing rights for phosphate and fertilizer products, data available to Argaam showed.

 

Last September, Maaden signed a share purchase agreement (SPA) for the acquisition of the entire 20.62% shareholding of SABIC Industrial Investments Co., a wholly owned subsidiary of SABIC, in Alba. Maaden will acquire 292.8 million ordinary shares in Alba. As a result, Maaden's holding in the company will be 20.62%.

 

Pursuant to the SPA, the consideration for the acquisition will consist of an amount paid in cash by Maaden to the seller within a range of BHD 363.08 million to BHD 398.2 million ((SAR 3.62-3.97 billion). The agreed-upon amount will be determined in accordance with the mechanism specified in the SPA.

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