Subject: Call for a meeting “ B52 Unit Holders”.
With reference to the Units holders’ meeting held on 13/9/2017 and since the time agreed upon elapsed without the finalizing the sale acquisition with Al Bilad Finance Company or any other company at the agreed price and profit threshold.
As a result, B52 Fund Manager “MaCeen Capital” would like to call for Units Holders’ meeting to discuss the latest developments regarding the liquidation of the Fund and to vote on the decisions that the Fund Manager intends to take. This meeting will held on Sunday 21/01/2018 at 06:30 pm (Venue: MaCeen Capital Headquarter in Riyadh – Olaya Street – at the meeting room in the first floor).
The Fund Manager desires the Unit Holders to vote on one of the following options:
To approve the offer submitted by Al Bilad Finance Company regarding the payment of the sale price (SR 270 million) entailing all taxes inclusive of VAT, taking into account the following:
- The subscription period ends on 19/04/2017 and can be extended for a period of 6 months.
- Because the allocation of shares “in kind” was intended to be completed by the end of December 2017, some clients showed lack of desire to proceed if the transaction was made in 2018. Thus, the company must complete the cash or in kind subscription “for those who wish”.
- According to the e-mail sent by Al Bilad Finance Company, the funding received is not commensurate with the Fund Manager and therefore will seek subsidy with other banks targeting an amount of SR 135 million and that will take some time.
To approve the offer made by the Fund Manager “MaCeen Capital”, which is the restructuring of the Fund to become a revenue-generating fund. You will find attached therein a letter summarizing terms and conditions, in addition to a financial study that sheds the light on the main changes:
- Period: The fund is extended for a period of 5 years with the exits being on sold basis.
- Financing: The First Bank was contacted to re-organize the loan to be established on interest payments only and to pay the principal of the financing after five years. We are currently waiting for their response. Other banks have also been contacted.
- Management Commissions: The Fund Manager will waive part of the management fees recorded in the Fund’s books in previous years and to waive the management commission for 2018, on condition that the commission will be calculated starting from 2019 at (0.5%).
- Custodian and Operations: The Fund Manager obtained an offer from Riyadh Capital to carry out the work of custodian of the Fund. Attached is a copy of the e-mail of the offer and the tasks hereinafter.
- The Fund’s Board of Directors: In case of approval on the second option, the Board of Directors of the Fund will be composed of 5 members:-
- Two members from Fund Owners.
- One member from MaCeen Capital.
- Two independent members.
- Distributions: If the existing loan is being restructured, the Fund will be able to make cash dividends of up to 7%.
- Units Trading.
- Financial Study, Terms and conditions are enclosed.
Place the property on auction.