DETAILS RELATING TO SHARES AND TERMS AND CONDITIONS OF THE OFFERING
13.11 Frequently Asked Questions (FAQ) About Pre-emptive rights
What are pre-emptive rights?
Tradable securities that give the holder the right to subscribe to the new shares offered upon approval of the capital increase, and it is an acquired right for all shareholders owning the shares on the day of holding the extraordinary general meeting of the capital increase and who are registered in the company’s shareholders register at the Depository Center at the end of the second trading day following the date of the holding The Extraordinary General Assembly (EGM) meeting.
Each right entitles its holder to subscribe for one share, at the offering price.
To whom are pre-emptive rights granted?
To all shareholders registered in the company’s shareholders register at the end of the second trading day following the date of holding the Extraordinary General Assembly (EGM) meeting.
Who is the registered shareholder?
To all shareholders registered in the company’s shareholders register at the end of the second trading day following the date of holding the Extraordinary General Assembly (EGM) meeting.
When are pre-emptive rights deposited?
After the Extraordinary General Assembly (EGM) is held and gives its approval to increase the capital through the offering of rights shares, the pre-emptive rights are deposited as securities in the shareholders’ portfolios in the company’s shareholders’ register at the Depository Center at the end of the second trading day after the Extraordinary General Assembly (EGM) meeting is held, and the shares will appear in their portfolios under a new code for the pre-emptive rights, and it will not be permitted to trade or subscribe to these rights until the beginning of the trading and subscription periods.
How the investor is notified of the pre-emptive rights by depositing the rights in the portfolio?
The notification is made by advertising on Tadawul website as well as by the (Tadawulati) service provided by the Securities Depository Center Company and SMS messages sent through brokerage companies.
How many pre-emptive rights that the registered shareholder will have?
The number depends on the percentage of what each shareholder owns in the capital, according to the company’s shareholders register at the Depository Center at the end of the second trading day after the Extraordinary General Assembly (EGM) meeting is held.
What is the eligibility factor?
It is the factor that enables registered shareholders to know the number of pre-emptive rights due to them in exchange for the shares they hold at the end of the second trading day after the Extraordinary General Assembly (EGM) meeting is held.
This factor is calculated by dividing the number of new shares by the number of existing shares of the company. Thus, the eligibility factor is (10) right for every one (1) share held by the registered shareholder on the eligibility date. Accordingly, if a Registered Shareholder holds one thousand (1,000) shares on the Eligibility Date, he will be allocated ten thousand (10,000) shares in exchange for the shares he holds.
Will the name and code of trading these rights differ from the name and code of the company’s shares?
Yes, as the acquired right will be added to the investors’ portfolios under the name of the original share, and by adding the word pre-emptive rights, in addition to a new code for these rights.
What is the value of the right at the beginning of its trading?
The opening price of the right will be the difference between the closing price of the Company’s share on the day prior to listing the Right and the offering price (the Right’s indicative value). For example, if the closing price of the company’s share on the previous day was fifteen (15) Saudi riyals, and the offer price is ten (10) Saudi riyals, then the opening price of the right will be five (5) Saudi riyals.
Can registered shareholders subscribe to additional shares?
Yes, registered shareholders can subscribe to additional shares by purchasing new rights through the stock exchange during the trading period.
Is it possible for a shareholder to lose his eligibility to subscribe even if he has the right to attend the Extraordinary General Assembly (EGM) and vote on raising the capital by offering rights shares?
Yes, the shareholder loses his eligibility to subscribe if he sells his shares on the day of the Extraordinary General Assembly (EGM) or a business day before it.
How is the subscription process?
Subscription applications are submitted through the investment portfolio on the trading platforms through which buy and sell orders are entered, in addition to the possibility of subscribing through any other means provided by the broker to the investors and the custodian.
Can an Eligible Person subscribe to more shares than the rights owned by him?
An Eligible Person cannot subscribe to more shares than the rights held by him.
If the company’s shares are owned by more than one investment portfolio, in which portfolio are the pre- emptive rights deposited?
The pre-emptive rights will be deposited in the same portfolio in which the shares of the company associated with the rights are deposited. For example, if a shareholder owns one thousand (1,000) shares in the company as follows: eight hundred (800) shares in portfolio (A) and two hundred (200) shares in portfolio (B), the total rights to be deposited will be ten thousand (10,000) a right on the basis that each share has (10) rights. Accordingly, eight thousand (8,000) rights will be deposited in portfolio (A) and two thousand (2,000) rights in portfolio (B).
Do stock certificate holders have the right to subscribe and trade?
Yes, holders of stock certificates have the right to subscribe, but they will not be able to trade except after depositing the certificates in electronic portfolios through the receiving entities or the Securities Depository Center (“Depository Center”) and bringing the necessary documents.
Can someone who bought additional rights trade them again?
Yes, he has the right to sell them and buy other rights during the trading period only.
When can a shareholder subscribe to the pre-emptive rights that he purchased during the rights trading period?
After the end of the rights purchase settlement (which is two business days), the pre-emptive rights must be subscribed to during the subscription period.
Can the holder of the pre-emptive rights sell or assign the right after the expiry of the trading period?
No, it can’t. After the lapsing of the trading period, only the right holder shall have the right to exercise the right to subscribe for the pre-emptive rights shares or not to exercise that. In the event that the right is not exercised, the investor may be subject to a loss or decrease in the value of his investment portfolio.
What happens to the pre-emptive rights that have not been sold or subscribed to during the trading period and the subscription stage?
In the event of non-subscription of all the new shares during the subscription period, the remaining new shares shall be offered for subscription arranged by the subscription manager, and the compensation value (if any) is calculated for the rights holder after deducting the subscription price. Note that the investor may not receive any consideration if the sale is made during the remaining offering period at the offering price.
What happens if the new shares are subscribed and the rights are sold afterward?
In the event that the registered shareholder subscribes and then sells the pre-emptive rights, and the number of rights equal to the number of rights he subscribed for before the end of the trading period was not purchased, the subscription application will be rejected entirely in the event that all rights are sold or partially in the event of selling part of them, and a notification will be sent and the amount of The rejected subscription will be returned through the shareholder’s broker.
Who has the right to attend the Extraordinary General Assembly (EGM) and vote on increasing the capital of the company through rights shares?
The shareholder registered in the company’s shareholders register at the Depository Center after the end of the trading day of the Extraordinary General Assembly (EGM) day and shall also have the right to attend the Extraordinary General Assembly (EGM) and vote on increasing the capital of the company by offering rights shares.
When will the share price be adjusted as a result of the increase in capital of the company through rights shares?
The share price is adjusted by the stock exchange before the start of trading on the day following the day of the Extraordinary General Assembly (EGM).
If an investor purchases securities on the day of the assembly, is he entitled to obtain the pre-emptive rights resulting from the increase in the issuer’s capital?
Yes, as the investor will be registered in the company’s shareholders’ register after two business days from the date of purchasing the shares (i.e. at the end of the second trading day following the day of the Extraordinary General Assembly (EGM)), taking into consecration that pre-emptive rights will be granted to all shareholders registered in the company’s shareholders register at the end of trading the second trading day following the date of the Extraordinary General Assembly (EGM). However, he will not be entitled to attend or vote in the Extraordinary General Assembly (EGM) on the capital increase.
If the investor has more than one portfolio with more than one brokerage firm, how will the rights be calculated for him?
The investor’s share will be distributed among the portfolios maintained by the investor, according to the percentage of ownership in each portfolio, and in the event of fractions of shares, those fractions will be combined, and if you complete one or more integer numbers, the correct number will be added to the portfolio in which the investor maintains the largest amount of rights.
What are the trading and subscription periods?
Trading and subscription of rights begin at the same time after (3) three working days from the approval of the extraordinary general assembly including the approval of the capital increase until the end of trading on the sixth day, while subscription continues until the ninth day, according to what is stated in this prospectus and the company’s announcements.
Is it possible to subscribe during the weekend?
No, it can’t.
Can the general investors who are not registered shareholders subscribe to the rights shares?
Yes, after completing the purchase of the pre-emptive rights during the trading period.
Further support
In the event of any inquiries, please contact the company at the e-mail: [email protected]. For legal reasons, the company will only be able to provide the information contained in this prospectus and will not be able to advise on the merits of the rights shares or even provide financial, tax, legal, investment, or advice