“Jahez” signs an agreement on the acquisition of “The Chiefs SPV Ltd” in exchange for the payment of 325 million rials and the issuance of new shares

slogan “ready”.

On November 29, 2022, Ready International for Information Systems Technology signed a purchase agreement with each of Abdul Rahman Abdullah Rashid Al-Shabanat, Abdul Rahman Ahmed Abdul Rahman Al-Murshid, Abdullah Muhammad Abdullah Al-Dosari, Saqr Fund LP Company, Early 46 Impact Fund Company, and Muthmer Investment Company for the purpose of acquiring 134.62 thousand shares of The Chefs Company SPV Ltd represents 100% of the capital of The Chefs Company.

The company said in a statement to “Tadawul” that, based on the valuation of The Chiefs Company’s shares, which was 650 million riyals, the financial consideration for the acquisition deal will consist of a cash payment of 325 million riyals, and the issuance of new shares in Jahez Company to the shareholders of the selling company. (Excluding Saqr Fund LP Company) worth 325 million Riyals, which was calculated using the average price of Jahez Company’s stock trading volume for the five (5) months prior to the signing of the contract.

In addition, the founders of The Chiefs Company will receive an additional amount (to earn(In the amount of 100 million Riyals, payable in cash only if certain results are achieved in relation to The Chiefs Company’s performance during a certain period)earn-out period) Beginning on January 1, 2022 AD and ending on December 31, 2022 AD, as agreed between the founders of The Chiefs Company and Jahez Company.

She said that the valuation of Jahez Company was calculated for the purpose of the acquisition transaction using the average price of Jahez Company’s stock trading volume for the five (5) months prior to signing the contract, which represents 9047.57 million Riyals, and (862) Riyals per share.

He indicated that the new shares issued in Jahez will represent less than 5% of the capital after the acquisition is completed.

She explained that upon completion of the acquisition agreement, the capital of Jahez Company will be increased by 104.92 million riyals, to 108.69 million riyals, by issuing 376.88 thousand new shares with a nominal value of ten (10) Saudi riyals per share to the shareholders. The Chiefs Sellers (with the exception of the Saqr Company). Fund LP) to increase its shares from 10.49 million shares to 10.87 million shares, which represents an increase of (3.6%) of the company’s total capital before the issuance of new shares.

Jahez Company will own all of the capital of The Chiefs Company after the completion of the acquisition transaction, while the direct and indirect ownership of The Chiefs Company shareholders will represent the sellers (other than Saqr Fund LP) in the equity of Jahez Company at the rate of (3.5%) after the recapitalization, which follows Accordingly, the voting power of Jahez Company’s current shareholders will be reduced, and their ability to influence decisions requiring the approval of Jahez Company’s shareholders will also be reduced.

In her statement, she indicated that The Chefs Company is the operating company for The Chefs App https://thechefz.co/ar/ For the delivery of food, sweets, flowers and perfumes in the main cities of the Kingdom of Saudi Arabia.

She said the acquisition deal will allow Jahez to expand into restaurant food delivery services and enhance its leading platforms in the quick service restaurant space (quick service restaurants), where Jahez will be able to use the services provided by The Chefs Company in delivering orders from luxury restaurants (fine dining restaurants) and bakery and recreational goods stores.

It explained that upon completion of the takeover transaction, the ownership percentage of the current shareholders in Jahez Company (with the exception of the direct and indirect ownership of the selling shareholders of The Chiefs Company (with the exception of Saqr Fund LP Company)) will decrease from 78.2% to 75.5%, which will result in a reduction in the voting power of current shareholders. In Jahez Company, their ability to influence decisions that require the approval of Jahez Company shareholders will be reduced.

And she confirmed that the purchase deal is not completed until certain legal and commercial conditions are met, along with other conditions that were determined as a result of the results of due diligence studies related to The Chefs Company, conducted by Jahez.

The Agreement includes customary principal, commercial and tax warranties by The Chefs Company shareholders selling in similar deals given to Jahez in connection with The Chefs Company business.

The Chiefs Company’s executive and management team, which includes the Chief Executive Officer and Head of Business Development, will continue to independently manage and operate The Chiefs Company, and The Chiefs Company will continue to operate and manage the online e-commerce platform. https://thechefz.co/ar/.

And confirmed that it will announce the completion of the acquisition agreement or any material developments related to the acquisition agreement in a timely manner.

She indicated that the deal was tenContains the potential interests of the following related parties: Mr. Abdulaziz bin Abdulrahman Al-Omran in his capacity as (1) representative of Impact Financial Private Equity Fund – Information Technology and E-Commerce Sector on the Board of Directors of Jahez Company; and (2) owner of shares in a series of funds through Impact Capital (Impact46) who in turn owns shares in The Chiefs Company, and Abdullah Al-Rumaih as a representative of the Impact Financial Fund for Private Equity – Information Technology and E-Commerce Sector on the Board of Directors of Jahez Company.

She added that the contract shall cease to be valid if any of the terms of the contract are not fulfilled within (150) days from the date of its signing (or any subsequent date agreed between the parties).

The Agreement may be terminated prior to the completion of the Acquisition Transaction upon the occurrence of certain matters including, but not limited to: (i) with the consent of all parties; or (ii) by Jahez in certain cases; or (3) by stockholders selling shares of The Chiefs Company in the event that Jahez Company is in material breach of its obligations in connection with the completion of the acquisition transaction; or (iv) by either party if any governmental authority having jurisdiction renders any final non-appealable decision that prevents or limits the relevant party’s ability to perform the Agreement.

I expected the completion of this acquisition agreement in the first quarter of 2023, and the completion of the acquisition agreement is subject to a number of preconditions, including:

1- Obtaining the approval of the Capital Market Administration on the purchase agreement and shareholders’ circular.

2- Obtaining the approval of the Saudi Stock Exchange (Tadawul) for the listing of new shares resulting from the capital increase.

3- Obtaining the consent of the extraordinary general assembly of the Jahez Company, in accordance with the Law on Companies and the rules on the offer of securities and permanent liabilities.

4- Obtaining approval or a no-objection letter for an acquisition agreement from the Competition Authority.

5- Obtain all other necessary or appropriate approvals in connection with the acquisition.

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