ISSUANCE OF A DECISION BY QATAR FINANCIAL MARKET AUTHORITY OF ITS NON-OBJECTION TO THE PROCESS OF THE ACQUISITION OF INVESTMENT GROUP HOLDING COMPANY Q.P.S.C. ON ELEGANCIA GROUP LLC AND ITS SUBSIDIARIES, THE RESIGNATION OF THE BOARD OF DIRECTORS, AND THE CONVENING OF THE ORDINARY AND EXTRAORDINARY GENERAL ASSEMBLY.
Investment Holding Group Q.P.S.C. announces that it was notified by Qatar Financial Market Authority on 15/3/2022 the letter No 11-2022 which states the following:
“With reference to Qatar Financial Market Authority letter No 7-2022 issued on February 22, 2022, on the above subject.
Kindly instruct those who are required to work on completing the procedures for the acquisition of Investment Group Holding Company on Elegancia Group Company, according to the exchange rate mentioned in the draft Shareholder Circular, and after obtaining the approval of the Extraordinary General Assembly of Investment Group Holding Company, the procedures for issuing and listing the capital increase shares are worked out after coordination with the relevant authorities, taking into account all legislation, laws, regulations and instructions issued by Qatar Financial Market Authority and related legislation.”
Accordingly, the Board of Directors of Investment Holding Group Q.P.S.C resolved during its meeting held at 4:00 pm on Tuesday, March 15 2022, the following decisions:
1- Recommend to the General Assembly of Shareholders to approve the acquisition.
2- The resignation of all members of the Board of Directors from the membership of the Board of Directors of IHG.
3- Call the Ordinary General Assembly to convene to elect a new Board of Directors consisting of four independent members and seven non-independent members for a term of three (3) years (2022-2025).
4- Invite any candidate who meets the legal requirements, specified in the company’s articles of association, the Commercial Companies Law, the Corporate Governance Code and the legal entities listed on the main market issued by the management of Qatar Financial Market Authority and all relevant legislation and laws, to run for membership in the board during the period extending from 18/3/ 2022 until 23/3/2022 inclusive.
5- Call the Extraordinary General Assembly to convene to determine its agenda, after obtaining the necessary approvals
6- Publish the Shareholder Circular on the website of Investment Holding Group Q.P.S.C for a period of one year after obtaining the approval of the Ministry of Commerce and Industry on the date of convening the Ordinary and Extraordinary General Assembly.
Agenda of the Ordinary General Assembly meeting:
Elect new Board of Directors consisting of four independent members and seven non-independent members for a term of three (3) years (2022-2025).
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 as an annex 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 Ration;
(iv) 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);
(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) Amending article 1 of the articles of association to change the company’s name to be “Elegancia Holding Qatari Public Shareholding Company (Q.P.S.C.)”.
(x) 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 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 the 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.