Investment Holding Group: The EGM Endorses items on it’s agenda
Investment Holding Group announces the results of the EGM. The meeting was held on 11/04/2022 and the following resolution were approved
1- Approved The acquisition of Elegancia Group W.L.L (“Elegancia”) by way of share swap (the “Transaction”) 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;
2- Approved the summary of the acquisition agreement entered into between IHG and Elegancia dated 10 March 2022 (including as an annex the agreement between IHG and the Elegancia (the “Elegancia Owners”) dated 9 November 2021) (the “Acquisition Agreement”));
3- Approved the process that resulted in the agreed Share Swap Ratio.
4- Approved the increase of the authorised and paid up share capital of IHG by QAR 2,574,037,500 (from QAR 830,000,000 to QAR 3,404,037,500);
5- Approved 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%. Accordingly, approved that the value of IHG is QAR 860,000,000 for at the agreed ratio implied and 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;
6- Approved the waiver of any applicable subscription rights pertaining to the capital increase of IHG;
7- Approved 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 approved the subsequent sale by the Elegancia Owners of at least 6% of the New IHG Shares over a period of 3 months following completion;
8- Approved the amendment of 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;
9- Designated 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 increase the share capital of IHG, to amend its articles of association, and to attend before the Ministry of Justice, the MOCI and any other competent authority in the State of Qatar and submit and/or sign any necessary documents to effect such amendments;
b. appoint an exchange agent to facilitate the issuance of the New IHG Shares in accordance with the Share Swap;
c. submit all required documents and applications to Qatar Stock Exchange (“QSE”) for the listing of the New IHG Shares on the QSE; and
d. sign any documents, agreements and applications in relation to any of the above.