premargin

Retal Urban Development Company signed a Share Swap Agreement to acquire a 47.5% stake (14,250,000 shares) in Ajdan Real Estate Development Company from AlFozan Holding Company.
The acquisition is valued at SAR 881,650,000 and will be settled by increasing Retal’s capital from SAR 500 million to SAR 555 million through the issuance of 55 million new ordinary shares.
The share exchange ratio is set at 3.8596 new Retal shares for every one share of Ajdan, based on a Retal share valuation of SAR 16.03 per share.
Completion of the transaction is subject to regulatory approvals from the Capital Market Authority, the Saudi Exchange, the General Authority for Competition, and Retal’s Extraordinary General Assembly.

Element List	Explanation
Introduction	Retal Urban Development Company (“Retal Company”) announces the signing of a Share Swap Agreement dated 26/08/1447H corresponding to 14/02/2026G (the “SSA”) with AlFozan Holding Company (the “Seller”), pursuant to which Retal Company has agreed to acquire the Sellers’ entire shareholding in Ajdan Real Estate Development Company (“Ajdan Company”) equivalent to 14,250,000 ordinary shares, representing 47.5% of Ajdan Company’s share capital (the “Sale Shares”), in exchange for the issuance of new ordinary shares to the Seller (the “Acquisition”).
Date of Signing the Agreement	2026-02-14 Corresponding to 1447-08-26
Name of (the Acquired Company)/(Asset to be Purchased)	Ajdan Real Estate Development Company
Value of (The Company to be Acquired)/(The Asset to be Purchased)	Value of Ajdan Company: SAR 1,856,105,263 Value of the Sale Shares: SAR 881,650,000
Value of the listed company	Retal Company valuation for the purpose of the Acquisition was set at eight billion and fifteen million Saudi Riyals (SAR 8,015,000,000) using the volume weighted average price of Retal Company for the period of 90 calendar days between 20th January 2025 and 1st June 2025 i.e. a share price equal to SAR 16.03 per share.
Capital before Increase	SAR 500,000,000
Number of Shares before Increase	500000000
Value of capital increase	SAR 55,000,000
Capital Increase Percentage (%)	11 %
Capital After Increase	SAR 555,000,000
Number of Shares After Increase	555000000
Share Exchange Equation (Ratio)	Based on the Sale Shares to be acquired in Ajdan Company, equivalent to 14,250,000 ordinary shares, and based on the number of new shares that will be issued in Retal Company to the Seller, the share exchange ratio is 3.8596 new shares in Retal Company for every one (1) share owned by the Seller in Ajdan Company.
Potential Effects or Risks for Issuing such Shares on the Shareholders of the Current Company, the Company, and Decision Making thereon	Upon the completion of the Acquisition, Retal Company’s ownership in the share capital of Ajdan Company will be 47.5%. The ownership percentage of Retal Company’s current Shareholders (excluding AlFozan Holding Company’s ownership percentage) will decrease from 47.0% to 42.4% of Retal Company’s total share capital, and this will not result in any change in the number of shares owned by current Shareholders of Retal Company, except for AlFozan Holding Company, which will receive the new shares. The risk factors associated with the Acquisition will be detailed in the Shareholders circular that will be published by Retal Company after obtaining the necessary regulatory approvals.
Listed Company's Ownership Percentage in (Company to be Acquired)/(Asset to be Purchased) after the Issuance of Shares (%)	47.5 %
Ownership Percentage of Shareholders to Whom New Shares will be Issued after Conclusion of the Acquisition (%)	57.6 %
Additional Information or Substantial Conditions	Completion of the Acquisition will be subject to the satisfaction of certain regulatory and corporate conditions, including but not limited to the approval of the Capital Market Authority, the Saudi Exchange (SAUDI TADAWUL), and any other regulatory approvals (as applicable), and the Extraordinary General Assembly of Retal. The SSA includes customary fundamental warranties given by each party, and business and tax warranties given by the Seller. All relevant details with respect to the provisions of the SSA will be disclosed in Retal’s Shareholders circular upon its publication. Retal will announce any material developments in respect of the Acquisition in due course. Retal has appointed GIB Capital as the Financial Advisor and Baker McKenzie Law Firm as the Legal Advisor in relation to the Acquisition.
Related Parties	(1) AlFozan Holding Company, (2) Mr. Abdullah Abdullatif Ahmad AlFozan, (3) Mr. Fozan Mohammad Ahmad AlFozan.
The expiry date of the agreement	If the conditions precedent to the completion of the Acquisition have not been satisfied within six (6) months from the date of signing the SSA, Retal Company is entitled to terminate the SSA by written notice to the Seller.
Agreement Termination Terms	The Agreement terminates in certain events, including for example: 1- Upon the mutual written Agreement of the Parties; 2- Either party providing notice of termination to the other party in the event that one of the parties materially breaches any of the terms and conditions of the Agreement and does not remedy that breach pursuant to the Agreement; or 3- If the conditions precedent to the completion of the Acquisition have not been satisfied within six (6) months from the date of signing the SSA.
Approvals	The completion of the Acquisition is subject to a number of conditions precedent, including but not limited to: 1. Obtaining the approval of the Capital Market Authority in respect of the capital increase. 2. Obtaining either a No-Notification Required Certificate or a Non‑Objection Certificate, as required, from the General Authority for Competition regarding the economic concentration resulting from the Acquisition. 3. Obtaining the Capital Market Authority’s approval to call for an Extraordinary General Assembly, in accordance with the relevant laws and regulations and Retal Company’s bylaws. 4. Obtaining the approval of the Extraordinary General Assembly of Retal Company. 5. Obtaining the approval of the Saudi Exchange (SAUDI TADAWUL) to list the new shares and deposit them in the Seller’s portfolio. 6. Obtaining the approval of the Ministry of Commerce and/or the Saudi Business Center on Ajdan Company's amended articles of association. 7. No governmental or regulatory entity in the Kingdom of Saudi Arabia having enacted, issued, promulgated, or enforced or entered any law or order having the effect that completion of the Acquisition cannot legally occur under applicable law.

Element List

Explanation

Introduction

Retal Urban Development Company (“Retal Company”) announces the signing of a Share Swap Agreement dated 26/08/1447H corresponding to 14/02/2026G (the “SSA”) with AlFozan Holding Company (the “Seller”), pursuant to which Retal Company has agreed to acquire the Sellers’ entire shareholding in Ajdan Real Estate Development Company (“Ajdan Company”) equivalent to 14,250,000 ordinary shares, representing 47.5% of Ajdan Company’s share capital (the “Sale Shares”), in exchange for the issuance of new ordinary shares to the Seller (the “Acquisition”).

Date of Signing the Agreement

2026-02-14 Corresponding to 1447-08-26

Name of (the Acquired Company)/(Asset to be Purchased)

Ajdan Real Estate Development Company

Value of (The Company to be Acquired)/(The Asset to be Purchased)

Value of Ajdan Company: SAR 1,856,105,263

Value of the Sale Shares: SAR 881,650,000

Value of the listed company

Retal Company valuation for the purpose of the Acquisition was set at eight billion and fifteen million Saudi Riyals (SAR 8,015,000,000) using the volume weighted average price of Retal Company for the period of 90 calendar days between 20th January 2025 and 1st June 2025 i.e. a share price equal to SAR 16.03 per share.

Capital before Increase

SAR 500,000,000

Number of Shares before Increase

500000000

Value of capital increase

SAR 55,000,000

Capital Increase Percentage (%)

11 %

Capital After Increase

SAR 555,000,000

Number of Shares After Increase

555000000

Share Exchange Equation (Ratio)

Based on the Sale Shares to be acquired in Ajdan Company, equivalent to 14,250,000 ordinary shares, and based on the number of new shares that will be issued in Retal Company to the Seller, the share exchange ratio is 3.8596 new shares in Retal Company for every one (1) share owned by the Seller in Ajdan Company.

Potential Effects or Risks for Issuing such Shares on the Shareholders of the Current Company, the Company, and Decision Making thereon

Upon the completion of the Acquisition, Retal Company’s ownership in the share capital of Ajdan Company will be 47.5%.

The ownership percentage of Retal Company’s current Shareholders (excluding AlFozan Holding Company’s ownership percentage) will decrease from 47.0% to 42.4% of Retal Company’s total share capital, and this will not result in any change in the number of shares owned by current Shareholders of Retal Company, except for AlFozan Holding Company, which will receive the new shares.

The risk factors associated with the Acquisition will be detailed in the Shareholders circular that will be published by Retal Company after obtaining the necessary regulatory approvals.

Listed Company's Ownership Percentage in (Company to be Acquired)/(Asset to be Purchased) after the Issuance of Shares (%)

47.5 %

Ownership Percentage of Shareholders to Whom New Shares will be Issued after Conclusion of the Acquisition (%)

57.6 %

Additional Information or Substantial Conditions

Completion of the Acquisition will be subject to the satisfaction of certain regulatory and corporate conditions, including but not limited to the approval of the Capital Market Authority, the Saudi Exchange (SAUDI TADAWUL), and any other regulatory approvals (as applicable), and the Extraordinary General Assembly of Retal.

The SSA includes customary fundamental warranties given by each party, and business and tax warranties given by the Seller.

All relevant details with respect to the provisions of the SSA will be disclosed in Retal’s Shareholders circular upon its publication.

Retal will announce any material developments in respect of the Acquisition in due course.

Retal has appointed GIB Capital as the Financial Advisor and Baker McKenzie Law Firm as the Legal Advisor in relation to the Acquisition.

Related Parties

(1) AlFozan Holding Company,

(2) Mr. Abdullah Abdullatif Ahmad AlFozan,

(3) Mr. Fozan Mohammad Ahmad AlFozan.

The expiry date of the agreement

If the conditions precedent to the completion of the Acquisition have not been satisfied within six (6) months from the date of signing the SSA, Retal Company is entitled to terminate the SSA by written notice to the Seller.

Agreement Termination Terms

The Agreement terminates in certain events, including for example:

1- Upon the mutual written Agreement of the Parties;

2- Either party providing notice of termination to the other party in the event that one of the parties materially breaches any of the terms and conditions of the Agreement and does not remedy that breach pursuant to the Agreement; or

3- If the conditions precedent to the completion of the Acquisition have not been satisfied within six (6) months from the date of signing the SSA.

Approvals

The completion of the Acquisition is subject to a number of conditions precedent, including but not limited to:

1. Obtaining the approval of the Capital Market Authority in respect of the capital increase.

2. Obtaining either a No-Notification Required Certificate or a Non‑Objection Certificate, as required, from the General Authority for Competition regarding the economic concentration resulting from the Acquisition.

3. Obtaining the Capital Market Authority’s approval to call for an Extraordinary General Assembly, in accordance with the relevant laws and regulations and Retal Company’s bylaws.

4. Obtaining the approval of the Extraordinary General Assembly of Retal Company.

5. Obtaining the approval of the Saudi Exchange (SAUDI TADAWUL) to list the new shares and deposit them in the Seller’s portfolio.

6. Obtaining the approval of the Ministry of Commerce and/or the Saudi Business Center on Ajdan Company's amended articles of association.

7. No governmental or regulatory entity in the Kingdom of Saudi Arabia having enacted, issued, promulgated, or enforced or entered any law or order having the effect that completion of the Acquisition cannot legally occur under applicable law.