| Element List | Explanation |
|---|---|
| Announcement Detail | With reference to Etihad Etisalat Company (“Mobily”)’s announcement made earlier today 13/8/1443H (corresponding to 16/3/2022G), Mobily announces further details in respect of the approach from Emirates Telecommunications Group Company P.J.S.C (“e&”) to discuss increasing its shareholding in Mobily to 50% plus one share by means of a pre-conditional partial tender offer (the "Potential Offer") pursuant to the Merger and Acquisition Regulations issued by the Capital Market Authority (the "M&A Regulations"). |
e& has proposed a price of SAR 47 per Mobily share (the "Proposed Offer Price") for the purposes of the Potential Offer. The Mobily Board has discussed this and notes that the Proposed Offer Price represents a premium to the share price of Mobily, as set out in the Mobily announcement made earlier today 13/8/1443H corresponding to 16/3/2022G. Therefore, the Mobily Board believes it is appropriate to further discuss the details and conditions of the Potential Offer with e&.
e& remains able to formally launch an offer at any time should it choose to do so, subject to applicable regulations, without having to come to an understanding with the Mobily Board.
It should be noted that Mobily and e& are only in discussions at this time, and there can be no certainty as to whether the Potential Offer will be made, whether any offer at any other price will be made by e&, nor as to the terms on which any offer might be made by e&, or whether the Mobily Board will recommend such an offer if it is eventually made. If e& proceeds to make an offer, (i) it will be announced at the relevant time and will be subject to certain conditions, relevant regulatory approvals and applicable regulatory requirements, including pursuant to the M&A Regulations, (ii) e& will publish an offer document which will contain the final terms and conditions of the offer, and (iii) the Mobily Board will issue a circular which will set out the view/recommendation of the Mobily Board in relation thereto and the financial advice that the Mobily Board would receive in respect thereof, along with all other information required by applicable regulations.
Those members of the Mobily Board who are senior executives of e&, being Messrs. Hatem Dowidar, Mohamed Bennis and Khalifa Al Shamsi, have declared their conflicts of interest in relation to the discussions between Mobily and e&, and have recused themselves therefrom, as well as from any deliberations or resolutions of the Mobily Board in this regard.
Mobily has appointed J.P. Morgan Saudi Arabia Company and Riyad Capital Company as joint financial advisers, and Abuhimed Alsheikh Alhagbani Law Firm as legal adviser to assist it in relation to the Potential Offer.
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.