| Element List | Explanation |
|---|---|
| Introduction | With reference to Fawaz Abdulaziz Alhokair Company's (Cenomi Retail) (the "Company") announcement published on the Saudi Stock Exchange (Tadawul) dated 25/01/1447H (corresponding to 20/07/2025G), regarding the notification it received from a number of the Company's substantial shareholders concerning the signing of a share purchase agreement with Al Futtaim Retail Company for the sale of part of their stake in the Company to Al Futtaim Retail Company (the "Private Transaction"), noting that the conditions precedent of the Private Transaction included the condition of the Company and Al Futtaim Retail Company to enter into a shareholder loan agreement (for an amount of not less than SAR 1,300,000,000), the Company is pleased to announce the signing of the shareholder loan facility agreement with Al Futtaim Retail Company and Al Futtaim Private Company LLC on 22/03/1447H (corresponding to 14/09/2025G), pursuant to which a shareholder loan facility will be extended to the Company by Al Futtaim Private Company LLC (an affiliate of Al Futtaim Retail Company) (the "Lender") (the "Loan Agreement"), upon completion of the Private Transaction. |
| Date of obtaining the funding | 2025-09-14 Corresponding to 1447-03-22 |
| Financing entity | Al Futtaim Private Company LLC (an affiliate of Al Futtaim Retail Company). |
| Financing amount. | SAR 1,350,000,000 |
| Financing duration. | The repayment of any drawn-down amounts under the Loan Agreement (and all commission amounts accrued thereupon) shall be finally repaid five years from the date of completion of the Private Transaction, noting that the Lender retains the option to demand the repayment of the outstanding shareholder loan amount at any time starting three months from the date of completion of the Private Transaction. |
| Guarantees offered for the financing | N/A |
| Financing objective | The purpose of the shareholder loan facility shall be to improve the Company's current financial status, to enable it to overcome its existing challenges, and to maintain business continuity with the objective of achieving its interests and the interests of its shareholders, noting that, pursuant to the Loan Agreement, the financing amounts will be utilized for the settlement of the obligations due on the Company. |
| Related Parties | Al Futtaim Retail Company, upon becoming a shareholder in the Company following completion of the Private Transaction, will be considered a related party with respect to the Loan Agreement as Al Futtaim Retail Company will become a substantial shareholder in the Company upon completion of the Private Transaction. |
The Lender, Al Futtaim Private Company LLC, will also be considered a related party as it is an affiliate of Al Futtaim Retail Company.
The Loan Agreement includes a conversion option for the Lender (throughout the term of the Loan Agreement) to request the conversion of outstanding amounts under the Loan Agreement into shares in the Company’s capital in favor of Al Futtaim Retail Company (or any of its affiliates). Such conversion, if requested, shall be subject to the agreement between the Company and the Lender on the conversion ratio (taking into account prevailing trading and market conditions at the time) as well as other relevant provisions, the approval of the relevant regulatory authorities, the approval of the Company’s Extraordinary General Assembly and other applicable regulatory requirements.
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.