May 27 2012 |
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CMA Approves Zain KSA Capital Restructuring
Riyadh - 27th May 2012Mobile Telecommunications Company Saudi Arabia ("Zain KSA"), operator of one of the Kingdom of Saudi Arabia's most up-to-date networks, today announced the approval of Zain KSA's proposed Capital Restructuring.
The approval by the Capital Market Authority ("CMA") follows the decision by Zain KSA's Board of Directors to seek approval for a reduction of its capital (the "Capital Reduction") followed by a SAR 6.0 billion Rights Issue (together with the Rights Issue, the "Capital Restructuring"). The Capital Reduction will result in Zain KSA's paid-up capital being reduced from SAR 14.0 billion to SAR 4.801 billion. The Zain KSA paid-up capital will be subsequently increased.
The Rights Issue will consist of shareholders in Zain KSA subscribing for new shares in the company for cash or by capitalising certain subordinated loans made by some of Zain KSA's founding shareholders to the company. The cash proceeds will, subject to obtaining the relevant approvals, mainly be used to reduce the Zain KSA's current liabilities and enhance the quality and performance of its existing network as well as to expand the company's recently launched 4G LTE hi-speed internet network and reduce bank debt. The capitalisation of a portion of the shareholder loans will further reduce the debt levels of the Zain KSA.
The Capital Reduction and the Rights Issue are subject to shareholder approval at an Extraordinary General Assembly of the Company (the "EGA"), to be held after certain regulatory consents and approvals have been obtained, including the approval from the Ministry of Commerce and Industry to hold the EGA.
About Zain KSA
Following a successful bid for the third mobile license in March 2007, Zain KSA commenced commercial operations in the Kingdom of Saudi Arabia in August 2008. Offering a wide array of advanced mobile voice and data services, and supported by a strong and appealing brand that has captured the heart and minds of the region, Zain KSA has established itself as a formidable operator covering over 90% of the Kingdom's populated area with national roaming agreements for the remaining areas. Most recently, Zain began upgrading its predominantly HSPA+ network and is today offering 4G LTE hi-speed internet broadband services in major cities across the Kingdom. Zain KSA is listed on the Tadawul (stock ticker code: Zain).
Please note that existing shareholders are registered holders of the company at the close of trading on the Tadawul on the day of the Extraordinary General Assembly Meeting.
Enquiries: Shareholders/Investors:
Investor Relations Department, Zain KSA
investor.relations@sa.zain.com
(+966) 1-299-3400 ext. 10959
Website: www.sa.zain.com
Enquiries: Media:
Media Department, Zain KSA
corporate.communications@sa.zain.com
+966-592-444444 ext. 10979
Website: www.sa.zain.com
LEGAL DISCLAIMER
This announcement has been issued by and is the sole responsibility of Zain KSA. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any other person, as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to, or publicly available to, any person, and any liability therefore is expressly disclaimed.
This announcement has not been reviewed or approved by any regulatory authority, including the Capital Market Authority of Saudi Arabia (the "CMA"), nor has any regulatory authority taken any steps to verify the information set out in it.
This announcement and the information contained herein does not constitute or form part of any offer or solicitation to purchase or subscribe for any securities in Zain KSA nor should it form the basis of, or be relied upon in connection with, any decision or commitment to purchase or subscribe for any securities in Zain KSA. Securities in Zain KSA will not be offered in any jurisdiction other than in compliance with the applicable laws, rules and regulations governing the issue, offering and sale of securities to the public.
This announcement and the information contained herein is not an offer of securities for sale, or solicitation of an offer to purchase securities, in the United States (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia or Japan. The securities of Zain KSA have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States and accordingly may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to registration of the securities under the Securities Act or an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of securities in the United States.
This announcement may contain "forward-looking statements". Such statements can generally be identified by their use of forward-looking words such as "intends", "plans", "estimates", "believes", "expects", "may", "will", "should", or "are expected", "would be", "anticipates" or the negative or other variation of such terms or comparable terminology. Forward-looking statements involve risks and uncertainties which could cause the actual results to be materially different from those expressed or implied by them. Many of these forward-looking statements relate to factors beyond Zain KSA's ability to control or estimate precisely, such as future market conditions, and the behaviour of other market participants, and therefore undue reliance should not be placed on such statements. Neither Zain KSA nor any other person assumes any obligation to, and does not intend to, update or revise publicly these forward-looking statements, except as required pursuant to applicable law.
The value of shares can go down as well as up. Past performance is not a guide to future performance. The purchase of securities in a company involves financial risk. Before deciding to buy any securities and/or if you do not understand the contents of this announcement, you should consult a financial adviser and obtain your own financial advice.
© Press Release 2012
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