| Element List | Explanation |
|---|---|
| Introduction | With reference to the prospectus for the issuance of shares by Middle East Paper Company (the "Company" or "MEPCO") with suspension of preemptive rights, published on 26/05/1445H corresponding to 10/12/2023G, and with reference to the Company’s previous announcements relating to the capital increase, including the Company’s announcement regarding the submission of its capital increase application file to the Capital Market Authority on 18/02/1445H corresponding to 03/09/2023G, and the Company’s announcement of the results of the Extraordinary General Assembly Meeting published on 18/06/1445H corresponding to 31/12/2023G held on 15/06/1445H corresponding to 28/12/2023G, which included approval of the capital increase, resulting in an increase of the Company’s share capital from SAR 666,666,660 to SAR 866,666,650, through the issuance of 19,999,999 new ordinary shares with suspension of preemptive rights, for a total subscription amount of SAR 629,999,968.50. The Company announces that its Board of Directors has recommended, on 21/02/1448H corresponding to 04/08/2026G, presenting to the next General Assembly a proposal to amend the use of the Net Offering Proceeds, as set out below. The Company notes that, if approved by the General Assembly and implemented, the proposed amendment would result in a discrepancy of 5% or more between the actual use of the Net Offering Proceeds and the planned uses announced in the prospectus, in accordance with the prospectus and Article 57(f) of the current Rules on the Offer of Securities and Continuing Obligations. |
| 5% or More Deviation in the Actual Use of the Proceeds Compared to the Disclosure Made in the Prospectus and Reasons and Justification for the Deviation | The Board of Directors of Middle East Paper Company recommends to the General Assembly to approve the reallocation of certain proceeds from the share issuance with suspension of preemptive rights, to reflect updated capital allocation priorities while maintaining the Company’s growth strategy. The proposed reallocation is intended to optimize the use of the Net Offering Proceeds, by prioritizing projects that are ready for execution and capable of generating near-term strategic and economic value while preserving the Company’s long term growth objectives. The proposed amendments to the use of the Net Offering Proceeds are as follows: 1. Construction of the Containerboard Production Plant - Al Tadweer Al Akhdar Company (PM5): Increase the allocation from SAR 174,806,124 to SAR 465,931,015.65, by reallocating the entire amount previously allocated for the acquisition in the corrugated boxes sector, amounting to SAR 291,124,891.65, to fund the project using internal cash, reducing the need for debt financing and accelerating its execution. 2. Production Expansion Project of Juthor Company - Tissue Mill (TM6): No change to the allocation of SAR 153,978,495.76. 3. Acquisition in the corrugated boxes sector: Reallocate the full allocation of SAR 291,124,891.65 to the PM5 project. The proposed reallocation reflects the Company’s current investment priorities and the absence of any immediate acquisition opportunities requiring deployment of the allocated capital. It does not represent a change in the Company’s M&A strategy, which remains unchanged. The Company continues to evaluate acquisition opportunities and retains the financial flexibility to pursue value-accretive transactions as they arise. The proposed amendments do not change the total Net Offering Proceeds and are expected to enhance capital efficiency, support the Company’s growth strategy and maximize long-term shareholder value. Attached is a table showing the uses of the Net Offering Proceeds as stated in the Prospectus, the proposed reallocation, the variance percentages, and the reasons and justifications for the proposed amendments. |
| Additional Information | The Company confirms that implementation of the proposed reallocation is subject to the approval of the General Assembly. The Company will announce the date of the General Assembly, its agenda, the relevant supporting documents, and any further material developments in this regard in due course. |
| Attached Documents | Attached Documents |