SICO BSC (c), a leading regional asset manager, broker, and investment bank with direct presence in Bahrain, Saudi Arabia, and the UAE, today announced the successful completion of the share swap acquisition by Bahrain Family Leisure Company B.S.C. (“BFLC”), a company listed on the Bahrain Bourse, of Truffle Hospitality Holding W.L.L. (“Truffle”), the hospitality subsidiary of Dividend Gate Capital W.L.L. (“DGC”). SICO acted as lead financial advisor on the transaction, which received all required shareholder and regulatory approvals.

The transaction was structured as a 100% share-swap, under which BFLC issued 13,809,524 new ordinary shares to DGC at a price of BHD 0.269 per share (comprising a nominal value of BHD 0.100 per share and a share premium of BHD 0.169 per share), representing an aggregate transaction value of approximately BHD 3.7 million. The shares were allotted to DGC and commenced trading on the Bahrain Bourse on 19 May 2026 in exchange for the transfer of 100% of the share capital of Truffle to BFLC. Following completion, DGC holds a 58% stake in BFLC, with existing shareholders retaining the remaining 42%, while Truffle became a wholly owned subsidiary of BFLC.

Following the issuance, BFLC’s total issued and fully paid-up share capital increased from 10,000,000 shares to 23,809,524 shares.

The transaction creates one of the largest listed hospitality and food & beverage company on the Bahrain Bourse. The combined group operates more than 20 brands and over 50 outlets across four GCC countries, spanning quick-service, casual dining, premium concepts, cafés, and central kitchen operations.

Ahmed Janahi, Vice Chairman of Bahrain Family Leisure Company (BFLC), commented: “The completion of this transaction represents a significant milestone for BFLC, positioning it among the largest listed food and beverage companies on the Bahrain Bourse. By consolidating the brands and integrating our capabilities into a single listed entity, we have created a stronger, more unified platform. This foundation enables us to expand our market presence, support future growth, and deliver sustainable returns to shareholders. At the same time, it enhances operational efficiency and opens up broader opportunities for expansion across Bahrain and the wider region”

Mohamed Nedham Khonji, Dividend Gate Capital Managing Director and Board Member and Truffle Board Member, said: “The share swap marks an exciting new chapter for Truffle and reflects the work that has gone into building the platform over the years. Truffle Hospitality will continue scaling its existing brands and expanding its portfolio through the development of new hospitality, leisure, and entertainment concepts, while pursuing regional growth opportunities. We have a number of important developments already in the pipeline and look forward to sharing more announcements in the near future.”

Mr. Ayman Gadallah, Head of Investment Banking at SICO, said: “We are pleased to have advised on a transaction of this nature for the Bahraini market. Structuring a share swap reverse acquisition involving a listed company, a privately held multi-brand hospitality group, and multiple regulatory workstreams required close coordination across all parties. The successful closing is a reflection of the sophistication of Bahrain's capital markets and the commitment of everyone involved to seeing this through.”

About SICO

SICO is a leading regional asset manager, broker, and investment bank with USD 8.3 bn in assets under management (AUM). Today, SICO operates under a wholesale banking license from the Central Bank of Bahrain and also oversees two wholly owned subsidiaries: an Abu Dhabi-based brokerage firm, SICO Invest, and a full-fledged capital markets services firm, SICO Capital, based in Saudi Arabia. Headquartered in the Kingdom of Bahrain with a growing regional and international presence, SICO has a well-established track record as a trusted regional bank offering a comprehensive suite of financial solutions, including asset management, brokerage, investment banking, and market making, backed by a robust and experienced research team that provides regional insight and analysis of more than 90 percent of the region's major equities. Since its inception in 1995, SICO has consistently outperformed the market and developed a solid base of institutional clients. Going forward, the bank's continued growth will be guided by its commitments to strong corporate governance and developing trusting relationships with its clients. The bank will also continue to invest in its information technology capabilities and the human capital of its 150 exceptional employees.

About Bahrain Family Leisure Company B.S.C. (BFLC)

Bahrain Family Leisure Company B.S.C. (ticker: FAMILY) is a public shareholding company listed on the Bahrain Bourse, principally engaged in the food and beverage and family entertainment sectors. Following the merger with Truffle Hospitality Holding, BFLC now operates a diversified portfolio of more than 20 food and beverage brands across multiple formats, including international franchises and homegrown concepts, across Bahrain and the wider GCC.

About Dividend Gate Capital (DGC)

Dividend Gate Capital W.L.L. is a Bahrain-based private equity firm founded in 2017, with a focus on acquiring and growing established businesses across the GCC and select international markets. The firm targets opportunities in sectors with strong demand fundamentals, including hospitality and real estate, and works closely with portfolio companies to drive operational improvements and sustainable growth. DGC is led by Chairman Talal Al Zain and CEO Khaled Al Hammadi. Through its food and beverage platform, Truffle Hospitality Holding, DGC has built one of Bahrain's most diversified homegrown hospitality groups.

About Truffle Hospitality Holding W.L.L.

Truffle Hospitality Holding W.L.L. is the food and beverage platform of Dividend Gate Capital, managing a portfolio of restaurants, cafés, and central kitchen operations across Bahrain and the GCC. Its brands include Hlayel, Goodness, Manos the Family Bistro, Zimari by Manos, Bombay Bowl, Dumpling & Co, Blink, Tikka2Go, Café Mayfair, Kumo Asian Chicken, Tikka & Kabab Ameen, Hong Kong Gateway Restaurant, Rasmalai Balti Cuisine, Bombo Shawarma, and Hidden Stations. Truffle is now a wholly owned subsidiary of BFLC.

Media Contact:
Ms. Nadeen Oweis
Head of Corporate Communications, SICO
Email: noweis@sicobank.com