| Element List | Explanation |
|---|---|
| Introduction | Al Babtain Food Company announces the signing of a binding sale and purchase agreement dated July 29, 2026, for the sale of its entire 3% stake in the capital of Chocolate Lake for Chocolate and Confectionery Manufacturing (a limited liability company) registered in the Hashemite Kingdom of Jordan, to Indulgent Food International Holding Company Ltd, registered in the Dubai International Financial Centre. This transaction is part of the buyer's acquisition of 70% of the capital of Chocolate Lake for Chocolate and Confectionery Manufacturing from the selling shareholders. |
| Transaction Details | Under the agreement, Al Babtain Food Company will sell its entire stake in Chocolate Lake Company for the manufacture of chocolates and sweets, amounting to 1,800 shares representing 3% of its capital, provided that the ownership of the shares is transferred upon fulfillment of the preconditions and completion of the completion procedures stipulated in the agreement. |
| Transaction Amount | The total equity value of Chocolate Lake, a chocolate and confectionery manufacturing company, was determined to be US$171 million before the amendments stipulated in the agreement. Al Babtain Food Company's entitlement is 4.29% of the total consideration allocated to the selling shareholders. The final consideration due to the company will be determined upon completion of the transaction, after applying the amendments, expenses, and costs stipulated in the agreement, which include shareholder account balances, any financial leaks, the costs of securing guarantees and undertakings, and the agreed-upon time return amount. |
| Transaction Conditions | The completion of the transaction is subject to several preconditions, most notably obtaining regulatory and competition approvals, obtaining approvals or waivers from the financing entities regarding the change of control, completing the necessary regulatory documents and procedures for the transfer of shares, and fulfilling the remaining conditions stipulated in the agreement. The agreement continues until the transaction is completed after the preconditions have been met or waived in accordance with its terms, subject to the final termination date specified in the agreement. |
| Parties of the Transaction | Al Babtain Food Company- Indulgent Food International Holding Company Ltd |
| Transaction Financing Method | self-financing |
| Date of Entering Into The Transaction | 2026-07-29 Corresponding to 1448-02-15 |
| Description of Activity of The Asset Subject of The Transaction | The agreement includes a potential additional consideration related to Chocolate Lake Group's financial performance during fiscal years 2027 and 2028. This consideration will be calculated based on adjusted EBITDA levels and the controls and formulas specified in the agreement. The value of this additional consideration cannot be determined at this time, as it is contingent upon future financial performance and the fulfillment of the conditions stipulated in the agreement The agreement stipulates that a total amount of USD 5 million of the total receivables of the selling shareholders will be held in an escrow account for three years from the date of completion of the transaction, to cover any claims that may arise in accordance with the terms of the agreement |
| Asset Book Value | The book value of Al Babtain Food Company's stake in Chocolate Lake Company is SAR 3,638,000, according to the company's latest financial statements. | |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | nothing |
| Transaction reasons | This transaction is part of the company's efforts to realize value from its investments, strengthen its financial position, and focus on its core business activities. |
| Expected Impact of the Transaction on the Company and Its Operations | The company expects the transaction to have a positive financial impact. The final capital gain cannot be determined at this time, as the final consideration is subject to adjustments related to completion, costs, expenses, and liabilities. The final consideration and financial impact will be announced upon completion of the transaction. The financial impact of the transaction is expected to be reflected in the fourth quarter of 2026, when the transaction conditions are expected to be met and the transfer of ownership of the shares is expected to be completed. |
| Details of Using The Proceeds of the Asset Sale | The company intends to use the net proceeds from the transaction to strengthen its financial position and fund its activities and strategic plans, as determined by the Board of Directors. |
| Related Parties | There are no related parties involved in the transaction. |
| Additional Information | The signing of this agreement does not constitute completion of the transaction, which remains subject to the fulfillment of prior conditions and obtaining the necessary approvals. Al Babtain Food Company will announce any material developments related to the transaction, including the fulfillment of prior conditions, completion of the transaction, determination of the final consideration, and the financial impact, in due course and in accordance with applicable regulations. |