Explanatory statement that includes the amendment of the Agenda of the Extraordinary General Assembly meeting of Investment Holding Group Q.P.S.C.
Based on the letter reported to Investment Holding Group Q.P.S.C. from Qatar Financial Market Authority on March 17, 2022, Investment Holding Group Q.P.S.C. announces that it has amended the Agenda of its Extraordinary General Assembly meeting to the previously announced, with the date and place of the Extraordinary General Assembly and the rest of the Agenda items remaining unchanged.
Accordingly, the Extraordinary General Assembly meeting will be held on which will be held virtually through a conference call on Monday, April 11 2022 at 9:00pm with the invitation of the shareholders wishing to attend it in person to attend at Sheraton Doha Hotel – Al Rayyan Ballroom.
In the event a quorum is not met, a second meeting will be held, virtually through a conference call and in person at Sheraton Doha Hotel – Al Rayyan Ballroom on Monday, April 18 2022 at 9:00pm
Agenda of the Extraordinary General Assembly meeting:
(i) The acquisition of Elegancia Group W.L.L (“Elegancia”) by way of share swap (the “Transaction”) to be effected pursuant to Article 45 of the Offering & Listing of Securities on the Financial Markets Rulebook of the QFMA, Article 195 of the Companies Law, and Article 2 of the QFMA M&A Rules;
(ii) Summary of the acquisition agreement entered into between IHG and Elegancia dated 10 March 2022 (including the agreement between IHG and the Elegancia (the “Elegancia Owners”) dated 9 November 2021) (the “Acquisition Agreement”));
(iii) Presentation of the valuation and the different valuation methodologies used by the two evaluators and the process that resulted in the agreed Share Swap Ratio; In the event that the Extraordinary General Assembly rejects the exchange ratio, a third evaluator may be appointed.
(iv) The increase of the issued and paid up share capital of IHG by QAR 2,574,037,500 (from QAR 830,000,000 to QAR 3,404,037,500);
(v) The issuance of new shares in IHG to the Elegancia Owners in consideration for their shares in Elegancia on the basis of the following: for every 1 IHG share currently in issue, the Elegancia Owners will receive 3.10125 New IHG Shares, whereby IHG represents 24% of the combined business, and Elegancia 76%. While the respective proportions of the business owned by each party post completion was the predominant driver, taking a value of QAR 860,000,000 for IHG at the agreed ratio implies that the value of Elegancia is QAR 2,667,000,000, subject to obtaining all regulatory approvals and satisfying all the conditions set out in the Acquisition Agreement;
(vi) Waiver of any applicable subscription rights pertaining to the capital increase of IHG;
(vii) Approval of the exemption of Elegancia from submitting a compulsory offer to purchase the shares of IHG Shareholders in accordance with the QFMA M&A Rules, and to approve the subsequent sale by the Elegancia Owners of at least 6% of the New IHG Shares over a period of 3 months following completion;
(viii) Amending articles 5, 6, 7, 8, 27, 29, 32, 36, 41,43,44, 45, 48, 49,51, 53,57 and 81 of the articles of association of IHG based on the Companies Law as amended;
(ix) Designate the Chairman of IHG or any person he designates to:
a. adopt any resolution or take any action as may be necessary to implement any and all of the above resolutions including, without limitation, to apply for a resolution of the MOCI and the QFMA to