Amana Cooperative Insurance Company announced that the General Assembly approved the provisions of the merger agreement concluded between Amana Company and Enaya Company, to increase the capital from 130 million riyals to 288.58 million riyals.
The company stated in a statement to “Saudi Tadawul” today, Monday, that this comes in compliance with the terms and conditions of the merger agreement, provided that this increase will take effect when the merger becomes effective in accordance with the provisions of the Companies Law and the merger agreement.
The General Assembly also approved the proposed amendments to the Articles of Association of Amana Company in accordance with the formula shown in Annex (1) to this invitation, provided that these amendments shall take effect immediately, and authorize the Board of Directors of Amana Company, or any person authorized by the Board of Directors, to issue any decision or take any Action that may be necessary to implement any of the above-mentioned decisions.
She indicated that the merger will be effective after fulfilling all its conditions, including the approval of the shareholders of the Saudi Enaya Cooperative Insurance Company, as well as the condition related to the creditors’ objection period in accordance with the merger agreement and the provisions of Article (193) of the Companies Law and as explained in the shareholders’ circular.
In a separate statement, the Enaya Insurance Company announced that the general assembly rejected the offer submitted by the “Amanah” company for the purpose of merging the Saudi Enaya Insurance Company into the Amana Cooperative Insurance Company.
Enaya said that the general assembly rejected the provisions of the merger agreement concluded between the Saudi Enaya Insurance Company and Amana Cooperative Insurance Company on April 29, 2021.
According to the statement, “Enaya” shareholders decided not to approve the offer submitted by Amana Cooperative Insurance Company for the purpose of merging the Saudi Enaya Insurance Company into Amana Cooperative Insurance Company in accordance with the provisions of Articles (191) to (193) of the Companies Law, by issuing (1,057) shares. In Amana Insurance Company for every one (1) share in Saudi Enaya Insurance Company and the expiry of Saudi Enaya Insurance Company as a result, in accordance with the relevant statutory requirements and the terms and conditions of the merger agreement.
The General Assembly decided not to authorize the Board of Directors of the Saudi Enaya Cooperative Insurance Company, or any person authorized by the Board of Directors, to issue any decisions or take any action that may be necessary to implement any of the aforementioned decisions.