Saudi Arabian Mining Company (Ma’aden) announces the signing of non-binding heads of terms with Aluminium Bahrain B.S.C, in relation to the subscription of new shares in Aluminium Bahrain B.S.C (Alba) by Ma'aden in consideration for an in-kind contribution of the entire issued share capital of each of Ma'aden Aluminium Company and Ma'aden Bauxite and Alumina Company
| Element List | Explanation |
|---|---|
| Introduction | Saudi Arabian Mining Company (Ma’aden) announces the signing of a non-binding heads of terms on 13/3/1446H (corresponding to 16/09/2024G) ("HoTs") with Aluminium Bahrain B.S.C (Alba) (the "Company") (Ma'aden and the Company are collectively referred to as the “Parties” and each as a “Party”) in relation to the subscription of new shares in the Company by Ma'aden (the "New Shares"). In consideration for the New Shares, Ma'aden will procure an in-kind contribution of the entire issued share capital of each of Ma'aden Aluminium Company ("MAC") and Ma'aden Bauxite and Alumina Company ("MBAC") (together, the "Target Shares") and the contractual rights with respect to the marketing and sale of products produced by MAC (the "MAC Business Rights") (and together with the Target Shares, the "Target Interests") to the Company (the "Proposed Transaction"). |
| Memorandum Signing Date | 2024-09-16 Corresponding to 1446-03-13 |
| Counterparty | Aluminium Bahrain B.S.C. (Alba). |
| Memorandum Subject | Subscription by Ma'aden of the New Shares in the Company, in consideration for an in-kind contribution of the Target Interests by Ma'aden to the Company. |
| Memorandum Duration | The HoTs shall be effective from the date they are executed between the Parties and shall be valid until 31 December 2024G, unless otherwise agreed by the Parties in writing. |
| Related Parties | The Proposed Transaction does not involve any related parties. |
| Financial Impact | The financial impact to be determined at a later stage post completion of due diligence exercise. |
| Additional Information | The Parties agree that the consideration payable by Ma'aden for the New Shares shall be the in-kind contribution by Ma'aden of the Target Interests and the Parties will agree on the amount of the New Shares and Ma'aden's ownership percentage in the Company at a later stage. The Parties have also agreed to use their best efforts as part of the Proposed Transaction to effect a cross-listing of the Company's shares on the Saudi Exchange subject to terms to be agreed at later stage. |
The Proposed Transaction is subject to satisfactory completion of financial, tax, legal, technical and commercial due diligence, and the execution of one or more share purchase and/or subscription agreements, and any other related and ancillary agreements to give effect to the key terms and such other terms related to the Proposed Transaction.
This announcement does not mean that the Proposed Transaction will be agreed between the Parties, and the Proposed Transaction is subjected to the completion of due diligence and obtaining the necessary regulatory and corporate approvals.
The signing of the HoTs is part of Ma'aden's continuous growth and sustainability strategy. This strategy aims to expand and geographically spread within the Kingdom and the Middle East region, contributing to improving the efficiency of Ma'aden's operations and enhancing the quality of its business.
Ma'aden will announce any material developments in relation to the Proposed Transaction in due course in accordance with the applicable law and regulation.
Ma'aden has appointed Merrill Lynch Kingdom of Saudi Arabia as a financial advisor in respect of the Proposed Transaction, and AS&H Clifford Chance law firm as the legal advisor in relation to the Proposed Transaction.
Aluminium Bahrain B.S.C. has appointed Moelis & Company UK LLP (DIFC Branch) as a financial advisor in respect of the Proposed Transaction.
The Capital Market Authority and Saudi Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.