With reference to the announcement made by Qassim Cement Company (the “Company” or “QCC”) on the Saudi Exchange website on 11/06/1445H (corresponding to 24/12/2023G) regarding the entry into a binding implementation agreement (the “Implementation Agreement”) with Hail Cement Company (“HCC”), pursuant to which QCC has agreed to make an offer to HCC’s shareholders to acquire all shares of HCC in consideration for newly issued shares in QCC pursuant to Article (26) of the Merger and Acquisition Regulations and in accordance with the Rules on the Offer of Securities and Continuing Obligations issued by the board of the Capital Market Authority (the “CMA”), and in accordance with the conditions and provisions of the Implementation Agreement (the “Transaction”).
With reference to the announcement made by QCC on the Saudi Exchange website on 05/07/1445H (corresponding to 17/01/2024G) regarding its firm intention to make an offer in connection with the Transaction, and its addendum announcement regarding the same on 06/07/1445H (corresponding to 18/01/2024G) (both announcements referred to as the “FIA”), and with reference to QCC’s announcement on the Saudi Exchange website on 05/08/1445H (corresponding to 15/02/2024G) in relation to obtaining the non-objection of the General Authority for Competition on 04/08/1445H (corresponding to 14/02/2024G) on the completion of the economic concentration resulting from the Transaction.

Whereas the FIA stipulated that the Transaction is subject to a number of conditions, including obtaining the approval of the CMA on QCC’s capital increase application and the approval on the publication of the offer timetable and the offer document to HCC’s shareholders, and with reference to the CMA’s approval on 07/11/1445H (corresponding to 15/05/2024G) on QCC’s capital increase application and the approval of the publication of the offer timetable and the offer document to HCC’s shareholders; QCC announces the publication of the following documents:

First: The Shareholders’ Circular issued by the Company to its shareholders which has been prepared in accordance with the requirements of Article (75) of the Rules on the Offer of Securities and Continuing Obligations in connection with the increase in the share capital of QCC for the purpose of acquiring the entire shares of HCC through a securities exchange offer to HCC’s shareholders pursuant to Article (26) of the Merger and Acquisition Regulations. The Shareholders’ Circular includes the details of the Transaction, its terms and conditions and other related matters, including the details of related parties, the process required to complete the Transaction and the risks related to the Transaction, the circular is available through the following link:

https://qassimcement-my.sharepoint.com/:b:/g/personal/qccbrd_qcc_com_sa/EaXE1I38qhlIv8qpKcmadPMBQj8DS8vi_pN1N8-_XNxT5w?e=DrMwoq

The board of directors of QCC notes that each QCC shareholder must carefully read and consider all information contained in the Shareholders’ Circular prior to making their decision on how to vote on the Transaction. If in doubt as to the vote that such shareholder should make at QCC’s extraordinary general assembly meeting, an independent financial advisor licensed by the CMA must be consulted in relation to the Transaction and a shareholder must rely on its own examination of the Transaction with regard to such shareholder’s individual objectives, financial situation and needs.

Second: The Offer Document issued by QCC and addressed to HCC’s shareholders which includes all the details related to the offer pursuant to Article (38) of the Merger and Acquisition Regulations for the purpose of acquiring all of HCC’s shares in exchange for new shares to be issued in QCC to HCC’s shareholders.

QCC notes that HCC’s shareholders should carefully read and consider all information contained in the Offer Document and the Board Circular to be issued by HCC’s board of directors prior to making their decision on how to vote on the Transaction.

Third: The Transaction Timetable, which sets out the proposed dates for the main events of the Transaction implementation pursuant to Article 17(c) of the Merger and Acquisition Regulations.

Previous Announcement:
Qassim Cement Company Announces Recent Developments Relating to the Share Exchange Transaction to Acquire all of Hail Cement Company’s Shares.

Date of Previous Announcement on Saudi Exchange’s Website:
2024-02-15 Corresponding to 1445-08-05

Hyperlink to the Previous Announcement on the Saudi Exchange Website:  Click Here

Latest Developments Of The Announced Event:
The issuance of the CMA’s approval, and the publication of the shareholders’ circular, offer document and the transaction timetable.

The costs associated with the event, and if they have changed or not with indication of the reasons.:
For further details about the Transaction and its costs, please refer to the Shareholders’ Circular.

Additional Information:
The Offer Document and Transaction Timetable have been attached, and a link to the Shareholders’ Circular has been included above.
Copies of both the Shareholders’ Circular and Offer Document can be obtained from the Company’s website at (www.qcc.com.sa), the CMA’s website at (www.cma.com.sa) or the Saudi Exchange’s website at (www.saudiexchange.sa).

It is also worth noting that earlier today, QCC published the invite to the extraordinary general assembly meeting which includes the increase of the Company’s capital which relates to the acquisition transaction.

Attached Documents: