| Element List | Explanation |
|---|---|
| Introduction | Further to the announcement made by the National Agricultural Development Company (“NADEC”) on 28/05/1442H (corresponding to 12/01/2021G) in respect of entering into a non-binding memorandum of understanding with OLAM International Limited, Al Rajhi International for Investment Company and Abdulaziz Alajlan & Sons Company for Commercial and Real Estate Investment (with NADEC, the “Consortium Members”) to form a consortium for the joint bid to acquire a flour mill out of two flour mills that will be offered for privatization by the National Centre for Privatization (“NCP”) and the Saudi Grains Organization (“SAGO”) (the “Joint Bid”). |
NADEC wishes to announce that it has now entered into a term sheet on 07/09/1442H (corresponding to 19/04/2021G) with the Consortium Members (the “Term Sheet”), and as a result of which the Joint Bid has been submitted to the SAGO on 07/09/1442H (corresponding to 19/04/2021G), further to the meeting of the board of directors of NADEC which was held on the same date, whereby the board of directors agreed on the Term Sheet and submission of the Joint Bid and during which interested directors disclosed their interests in relation to the same.
The Term Sheet sets forth the key commercial terms of the Consortium Members’ agreement in relation to the formation of a limited liability company by them (the “Company”) (with a specified capital and specific ownership percentages of each member), and which, should the Joint Bid be successful, will acquire a flour mill out of the two flour mills that will be offered for privatization by the NCP and the SAGO, to be further managed and operated by the Company in accordance with the Joint Bid.
In the event the Joint Bid is successful, the Term Sheet will become binding on the Consortium Members, following which the Consortium Members will negotiate and agree the final agreements which will govern the formation, management and operation of the Company as well as the Company’s management and operation of the flour mill to be acquired by it (the “Flour Mill”), (the “Final Agreements”).
The Term Sheet further contains a number of terms and conditions agreed by the Consortium Members regarding the commercial business, administrative services and operational services of the Flour Mill, according to what will be negotiated and agreed upon in the Final Agreements and in the event the Joint Bid is awarded to the Consortium Members.
The acquisition transaction by the Company of the Flour Mill is intended to be financed through a combination of self-financing by the Consortium Members and borrowing from local banks in the name of the Company.
NADEC will announce any further material developments, including results of its submission of the Joint Bid, as required by the relevant rules and regulations.
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.