| Element List | Explanation |
|---|---|
| Introduction | Maharah Human Resources Company (“Maharah”) announces that its wholly-owned subsidiary, Growth Avenue Investment Company (a single shareholder company) (“Growth Avenue”), has agreed to sell all of its shares in Care Shield Holding Company (“Care Shield”), representing 41.36% of its share capital, to Dallah Healthcare Company (“Dallah Healthcare”), pursuant to a share sale and purchase agreement signed on 27/06/1447H (corresponding to 18/12/2025G). |
| Transaction Details | Pursuant to the transaction, Growth Avenue sold (5,170,370) shares in Care Shield, representing 41.36% of its share capital, to Dallah Healthcare for a total consideration of SAR 434,311,080. |
| Transaction Amount | The total transaction value amounts to SAR 434,311,080 (Four hundred thirty-four million, three hundred eleven thousand and eighty Saudi Riyals) |
| Transaction Conditions | The transaction was executed pursuant to a share sale and purchase agreement entered into between the parties, which includes customary representations, warranties, and provisions, including settlement of the cash consideration in favor of Growth Avenue. |
| Parties of the Transaction | 1. Growth Avenue Investment Company (wholly owned by Maharah Human Resources Company) 2. Dallah Healthcare Company |
| Date of Entering Into The Transaction | 2025-12-18 Corresponding to 1447-06-27 |
| Description of Activity of The Asset Subject of The Transaction | Care Shield is a company specialized in providing healthcare services through its subsidiaries, and it is the owner of Kingdom Hospital and Consulting Clinics. |
| Asset Book Value | The carrying value of Maharah Human Resources Company’s investment in Care Shield Holding Company amounted to approximately SAR 333 million as at 30 September 2025, as reflected in the Company’s consolidated statement of financial position. The investment value will be updated to include Maharah’s share of Care Shield’s results for the period from 1 October 2025 until the transaction execution date, in accordance with the applicable accounting standards. |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | Revenues FY 2022: [370,270,155] FY 2023: [431,896,155] FY 2024: [428,891,222] |
| Transaction reasons | The transaction is aligned with Maharah’s approach to portfolio management and achieving its investment objectives, through realizing return from investment and enhancing capital allocation efficiency in line with the Company’s strategic priorities. |
| Expected Impact of the Transaction on the Company and Its Operations | The carrying value of care shield investment in the balance sheet of the consolidated statement amounted to approximately SAR 333 million as of 30 September 2025. The capital gain resulting from the sale of the entire stake held by Growth Avenue in Care Shield Holding Company is expected to be recognized in ‘Maharah’s’ consolidated financial statement for the financial year ending 2025 following the update of the investment value including the company’s share of Care Shield’s results for the period from 1 October 2025 until the transaction execution date, with the final financial impact to be recognized in accordance with the applicable accounting standards. |
| Details of Using The Proceeds of the Asset Sale | The proceeds from the sale will be utilized to support and strengthen Maharah Human Resources Company’s financial position, in line with its strategic direction, and in a manner that serves the best interests of the Company and its shareholders |
| Related Parties | No Related Parties |
| Additional Information | The Transaction will be completed in accordance with the terms and conditions of the share sale and purchase agreement dated 27/06/1447H (corresponding to 18/12/2025G). It is worth noting that Growth Avenue and Dallah Healthcare obtained a No Notification Required certificate in relation to the Transaction from General Authority of Competition under No. (1658) dated 20/06/1447H (corresponding to 11/12/2025G). |
