The company is keenly aware that students learn best in an atmosphere of fun, activity, and security, and that the teachers can perform their teaching tasks in healthy and… joyful conditions through an intensive care for the school environment, classroom, sports clubs, and school-friendly programs for children and adolescents.
The company is keenly aware that students learn best in an atmosphere of fun, activity, and security, and that the teachers can perform their teaching tasks in healthy and… joyful conditions through an intensive care for the school environment, classroom, sports clubs, and school-friendly programs for children and adolescents.
The company is keenly aware that students learn best in an atmosphere of fun, activity, and security, and that the teachers can perform their teaching tasks in healthy and… joyful conditions through an intensive care for the school environment, classroom, sports clubs, and school-friendly programs for children and adolescents.
The company is keenly aware that students learn best in an atmosphere of fun, activity, and security, and that the teachers can perform their teaching tasks in healthy and… joyful conditions through an intensive care for the school environment, classroom, sports clubs, and school-friendly programs for children and adolescents.
The company is keenly aware that students learn best in an atmosphere of fun, activity, and security, and that the teachers can perform their teaching tasks in healthy and… joyful conditions through an intensive care for the school environment, classroom, sports clubs, and school-friendly programs for children and adolescents.
| Introduction | Pursuant to the announcement made by National Company for Learning & Education (“NCLE”) published on 15/01/1442 H Corresponding to 03/09/2020 G, with regards to the signing of MoU on 15/01/1442 H Corresponding to 03/09/2020 G, NCLE announces signing a share purchase agreement to purchase 100% of share capital of Refan Company for Operation & Maintenance Limited (limited liability company) (“Refan”) for (946,000) Saudi Riyals, which will be paid in cash. |
| Transaction Details |
NCLE announces signing a share purchase agreement (“Agreement”) on 11/03/1442 H Corresponding to 28/10/2020 G to purchase (2,000) shares in Refan which represents 100% of the share capital for an agreed price of (946,000) Saudi Riyals. The valuation of Refan was done using different methods such as Discounted Cash Flow, P/E and EBITDA Multiples methods. |
| Transaction Value | (946,000) Saudi Riyals |
| Transaction Terms |
The agreement contains number of warrants and representations by the Sellers regarding the commercial aspects such as the accuracy of information in Refans’ accounts and financial statements and the validity of assets ownership, in addition to other warrants related to Refan’s liabilities and its employees as well as the indemnification of any unrecorded liabilities or any differences in the zakat obligations for the period prior to closing date. The agreement is also subject to a number of conditions precedent that must be fulfilled by the Sellers during (180) days from the date of signing the agreement (“the closing date”), including obtaining the necessary regulatory approvals. In addition, the agreement includes the Sellers obligation to maintain Refan’s commercial operation as usual and to sustain all contractual relationships with its suppliers and customers as well as its responsibility to its employees and the compliance with all the regulations in Saudi Arabia. The agreement also includes restrictions to the Sellers in carrying specific tasks and work specified in the agreement and its annexes prior to receiving written consent of the buyer. |
| Parties of the Transaction |
National Company for Learning & Education (“Buyer”) , Aaj Real Estate Investments Company – Yamami Company (“Sellers”) |
| Transaction Funding Method | The purchase price will be paid in cash to Refan’s owners upon completion of the process of singing the amended article of association as per the regulations. Note that the transaction will be funded through NCLE’s internal resources. |
| Transaction Execution Date | 2020-10-28 Corresponding to 1442-03-11 |
| Description of the Business of the Asset forming the Subject Matter of the Transaction | Refan provides maintenance, catering, and cleaning services to private and public entities |
| Financial Statements for the Last Three Years of the Asset forming the Subject Matter of the Transaction | Refan recorded in its audited financial statements a revenue of SR 1.6 million, SR 4.4 million, and SR 6.6 million on 2017, 2018 and 2019, respectively. Additionally, the company recorded a net profit (loss) of SR 65 thousand, SR -234 thousand and SR 228 thousand on 2017, 2018 and 2019 respectively. |
| Transaction reasons | The deal when executed will result in a reduction in operational expenses related to the current operation and maintenance contract with Refan, which is a variable based on the number of labors Refan Company provide to NCLE. In addition, the transaction is part of company strategy is to establish a new segment specialized in providing educational supporting services given the company expansion in opening new schools which include services for cleaning, maintenance, transportation, canteens and other educational supporting services |
| Expected Impact of the Transaction on the Company and Its Operations | NCLE expects a positive impact in general as a result of the reduction in operational expenses related to the current operation and maintenance contract with Refan which will be reflected on the performance results throughout the fiscal year ending on 31/08/2021. |
| Related Parties |
– Khalid Mohammed Al-Khudair – the Chairman of Board of Directors at NCLE – has an indirect interest as a shareholder in Aaj Real Estate Investments Company (owner in Refan Company) and Yamami Company (owner in Refan Company) – Mohammed Al-Khudair Real Estate Development Company – a major shareholder at NCLE- has an indirect interest as a major shareholder in Aaj Real Estate Investments Company (owner in Refan Company) – Muhammed Ibrahim Al-Khudair Endowment – a major shareholder at NCLE- has an indirect interest as a major shareholder in Aaj Real Estate Investments Company (owner in Refan company) – Mohammed Khalid Al-Khudair – the CEO of NCLE – has an indirect interest as a shareholder in Yamami Company (owner in Refan company)- The related parties collectively own 62.1% of the shares in NCLE and indirectly own 70.8% of the shares in Refan. |
| Additional Information |
The signing of this agreement does not mean that the transaction is closed, since the closing is subject to obtaining the General Authority for Competition’s approval. NCLE will announce closing the transaction or any major update in due time. |
The project is aimed at the creation of an educational complex in Al Khobar, with a total area of 14,892 square meters, with a total built area of 24,500 square meters, and the capacity to accommodate 3,900 students from all stages (excluding Kindergarten). The school complex will be for boys only and will serve primary to secondary levels. The school will provide national and international curricula.
The project is established for the construction of an educational complex in Al Khobar city in the Southern District of Al-Raka, on a total area of 11,802 square meters and 20,500 square meters of building space, with the capacity to accommodate 2,650 students of all levels. The school complex will be for girls only and will serve all pre-university education levels from pre-school to high school. The school complex will provide national and international curricula. The educational complex will provide the private education services for girls only from pre-school, to primary, and intermediate and secondary levels, with the capacity to accommodate 2,650 students, with an average of 1,325 students for each of the curricula of the Ministry of Education and the international Curriculum.
The project is located in the Kairouan district, Saud Bin Abdullah Bin Jalawi Street in Riyadh, with an area of 29,000 square meters, and a building area of 46,500 square meters and a capacity of 5,200 students. The complex is expected to open in 2019. The educational complex provides private and international education for the Kindergarten, primary, intermediate and secondary levels. The educational complex provides private and international education for the Kindergarten, primary, intermediate and secondary levels with the capacity of 5,200 students.
The project is aimed to establish an educational complex in the north of the city of Buraidah in the Qassim region, on an area of 12,661 square meters, and a total building area of 24,500 square meters and the capacity to accommodate 3,000 students for all levels. Pre-university education from pre-school to high school, where 57% of the capacity of the complex will be allocated to boys and 43% of the capacity will be for girls.
The project is aimed at the construction of an educational complex in Al-Tarajjy District in the Eastern Province of Dammam, on a total area of 9,875 square meters and 20,500 square meters of building space, with the ability to accommodate 3,000 students from all grades (excluding Kindergarten). The school complex will be for boys only and will serve primary to secondary levels. The school will provide national and international curricula. The educational complex will provide private education services for boys only for primary, middle and secondary levels, with a capacity of 3,000 students, with an average of 1,500 students for each curriculum, the Ministry of Education and the international curriculum.
