| ELEMENT LIST | EXPLANATION |
|---|---|
| Introduction | Further to the company’s announcement published on the Tadawul website on 28-05-1444H corresponding to 22-12-2022, regarding the invitation of its valued shareholders to attend the Extraordinary General Assembly meeting (First meeting and Second meeting in an hour’s time), which is scheduled to be held, by God willing, at 18:30 on Thursday, 19-06-1444H, corresponding to 12-01-2023, in person at the Company’s main headquarters in Jeddah and via modern technology. |
| Date of Posting the Previous Announcement of Development on Tadawul’s Website | 2022-12-22 Corresponding to 1444-05-28 |
| Hyperlink to the Previous Announcement | Click Here |
| Change on the Development | Attach supporting documents for the following Assembly items: 1. Vote on the Audit Committee working regulations. 2. Vote on the Social Responsibility policy. 3. Vote on the policy of remuneration of the Board of Directors, its committees and executive management. |
| Financial Impact on the change | N/A |
| Attached Documents |  |
CERTIFICATIONS & AWARDS
Saudi Cable Company invites its Shareholders to attend an Extraordinary General Assembly (First Meeting) in person and via modern technology means
| ELEMENT LIST | EXPLANATION |
|---|---|
| Introduction | Saudi Cable Company’s Board of Directors is pleased to invite the valued shareholders to participate and vote in the Extraordinary General Assembly meeting (First Meeting) scheduled to be held at 6:30pm, on Thursday 19/06/1444H corresponding to 12/01/2023, in person at the Company headquarter and via modern technology means using Tadawulaty.The Board of Directors has recommended to convene the Assembly to vote on the items presented on the agenda. |
| City and Location of the General Assembly’s Meeting | In person at the Company’s main headquarter in Jeddah, Industrial City, and via modern technology means.https://goo.gl/maps/aBeY3BzqWYGusNZK9 |
| URL for the Meeting Location | www.tadawulaty.com.sa |
| Date of the General Assembly’s Meeting | 2023-01-12 Corresponding to 1444-06-19 |
| Time of the General Assembly’s Meeting | 18:30 |
| Attendance Eligibility | Each Shareholder registered in the Company’s shareholder registry at EDAA is entitled to attend at the end of the trading session preceding the meeting. |
| Quorum for Convening the General Assembly’s Meeting | According to Article (30) of the company’s bylaws, the extraordinary general assembly meeting is not valid unless attended by shareholders representing at least half of the capital. If the quorum for the first meeting is not completed, the second meeting will be held an hour after the expiration of the first meeting, provided that the announcement of the convening of the first meeting indicates the possibility of the second meeting. In all cases, the second meeting shall be valid if attended by a number of shareholders representing at least a quarter of the capital. If the necessary quorum is not completed at the second meeting, an invitation is sent to hold a third meeting, and the third meeting will be valid regardless of the number of shares represented therein, after the approval of the competent authority. |
| General Assembly Meeting Agenda | 1. Vote on the Board’s report for the financial year ended 31-12-2021. 2. Vote on the financial statements for the financial year ended 31-12-2021. 3. Vote on the auditor’s report for the financial year ended 31-12-2021. 4. Vote to absolve the members of the Board of Directors for the financial year ended 31-12-2021. 5. Voting on business and contracts between the Company and (Medal Cable Company) in which members of the Board of Directors (Abdulrahman Al-Khayal and Abdulhadi Abu Al-Khair) have an indirect interest: (purchases of raw materials, dividends and bonuses of Board members and others in the form of financing fees on purchases. The duration of the transaction is one year) in the amount of (SAR 32.645.000) for the financial year ended 31-12-2021. (attached) 6. Vote on Amendment to (article 3) of the Company’s bylaws, relating to (the purposes of the Company). (attached) 7. Vote on amending the Working Regulations of the Nominations and Remuneration Committee. (attached) 8. Vote on amending the Board Membership’s Policies, Standards, Procedures and Controls. (attached) 9. Vote on the Working Regulation of the Audit Committee. (attached) 10. Vote on social responsibility policy. (attached) 11. Vote on The Policy of Nominating Members of the Board of Directors and Members of its Committees’ and the Executive Management. (attached) |
| Proxy Form | |
| E-Vote | Note that the shareholders registered in the Tadawulaty services will be able to vote remotely on the items of the Assembly starting at 01 am on Sunday 15/06/1444H corresponding to 08/01/2023, until the end of the time of the assembly, and registration and voting in the trading services will be available and free for all shareholders using the following link: Home Page – EVoting (any-meeting.com) |
| Eligibility for Attendance Registration and Voting | Eligibility for Attendance Registration and Voting ends upon the convenience of the General Assembly’s Meeting. Eligibility for voting on the Meeting Agenda ends upon the Counting Committee concludes counting the votes. |
| Method of Communication | For any further inquiries, please, Contact: Shareholders Affairsvia phone No. (012) 6087500, or email: (Investor.Relations@saudicable.com). |
| Additional Information | The shareholder has the right to authorize another person to attend under written power of attorney, provided that the agent is not a member of the Board of Directors or an employee of the Company, and is certified by chambers of commerce when the shareholder is affiliated with one of them or if the shareholder is a company or corporate institution, a licensed bank or licensed persons in the Kingdom provided that the agent has an account with the bank or licensee who certifies, writes justice or authorized persons for authentication. The shareholder or his/her agent shall provide the Company with a copy of the power of attorney at least two days prior to the meeting of the Assembly and send it to (Investor.Relations@saudicable.com). The agent must present the original power of attorney before the Assembly, and all shareholders/agents must bring the identification. |
| Attached Documents | |
Saudi Cable Company invites its Shareholders to attend a virtual meeting to discuss the Company’s updates via modern technology means (Reminder Announcement)
| ELEMENT LIST | EXPLANATION |
|---|---|
| Announcement Detail | To ensure the transparency principle of the Company and to affirm the Company’s keenness to adopt positive interaction with Shareholders and keep them informed of the Company’s updates, Saudi Cable Company wishes to remind the valued shareholders of the date of the third monthly meeting of the shareholders meeting announced on Thursday 06/10/2022 on the Saudi Stock Exchange website (Tadawul), to be held on Monday 28/11/2022, from 05:00 pm to 07:00 pm. The meeting will be held through modern technology means with Shareholders to discuss the Company’s updates, especially after announcing the request to open the financial restructuring procedure and get the shareholders queries answered by the Managing Director, Mr. Nael S. Fayez. Each Shareholder registered in the Company’s shareholder registry at EDAA is entitled to attend at the end of the trading session preceding the meeting. Link to attend the meeting: http://www.any-meeting.com |
Corrective Announcement from Saudi Cable Company regarding the call for an Extraordinary General Assembly
| ELEMENT LIST | EXPLANATION |
|---|---|
| Date of Publishing the Previous Announcement Sought to be Corrected on Tadawul’s Website | 2022-11-07 Corresponding to 1444-04-13 |
| Hyperlink to the Previous Announcement | Click Here |
| Incorrect statements in the previous announcement | 1. Based on Article (90) of the Companies Laws and upon receipt of a letter from a number of Shareholders who collectively own more than (5%) of the Company’s capital, the following is requested: i. Presentation and discussion of the Company’s plan for the next 6 months. ii. Vote on removing some of the current Board members and hold them accountable. iii. Vote on the filing of liability proceedings against the former Administration under the Chairman, Mr. Meyassar A. Nowailati, and his members from the period 14/01/2018 to the period 13/01/2021. |
| Correct Statement | Saudi Cable Co. wishes to clarify to its valued shareholders that it has received information from the company’s legal advisor regarding the verification of the completion of the statutory requirements for the first item, his statement was as follows: “it turns out that the shareholders’ representative who owns more than 5% of the Company’s capital does not have legitimate shareholder agencies. Thus, shareholders’ request to convene an extraordinary general assembly is unacceptable because of incomplete statutory requirements.” |
Saudi Cable Company announces its application for the opening of the financial restructuring procedure
| ELEMENT LIST | EXPLANATION |
|---|---|
| Announcement Detail | Following the Company’s previous announcement on 12/04/1444H corresponding to 06/11/2022, which includes the decision of the Board of Directors to request the opening of the financial restructuring procedure, Saudi Cable Company announces its application for the opening of the financial restructuring procedure at the competent authority on 18/04/1444H corresponding to 12/11/2022. This action is part of the Company’s efforts, which seeks primarily to maintain its continuity and confirm the preservation of shareholders’ and creditors’ rights. The company wishes to confirm that the file of the financial restructuring procedure is under review and scrutiny with the competent court to complete the legal procedure. The Company wishes to confirm that it continues to implement the rescue plan and financial restructuring established by the executive management and its Board of Directors which set the continuity of the Company and the preservation of the rights of shareholders their top priority. It should be noted that the External Auditor’s opinion on the preliminary financial statements of the third quarter reported will be a major supporter of the implementation of the rescue plan and financial restructuring. |
Saudi Cable Co. announces its Interim Financial Results for the Period Ending on 2022-09-30 ( Nine Months )
| ELEMENT LIST | CURRENT QUARTER | SIMILAR QUARTER FOR PREVIOUS YEAR | %CHANGE | PREVIOUS QUARTER | % CHANGE |
|---|---|---|---|---|---|
| Sales/Revenue | 6,128 | 23,501 | -73.92 | 25,026 | -75.51 |
| Gross Profit (Loss) | -25,055 | -24,224 | 3.43 | -18,308 | 36.85 |
| Operational Profit (Loss) | -35,474 | -43,243 | -17.96 | -36,057 | -1.62 |
| Net Profit (Loss) after Zakat and Tax | -34,928 | -46,559 | -24.98 | -44,489 | -21.49 |
| Total Comprehensive Income | -29,457 | -48,317 | -39.03 | -84,159 | -65 |
| All figures are in (Thousands) Saudi Arabia, Riyals |
| ELEMENT LIST | CURRENT PERIOD | SIMILAR PERIOD FOR PREVIOUS YEAR | %CHANGE |
|---|---|---|---|
| Sales/Revenue | 66,511 | 128,705 | -48.32 |
| Gross Profit (Loss) | -70,100 | -62,446 | 12.26 |
| Operational Profit (Loss) | -113,602 | -111,579 | 1.81 |
| Net Profit (Loss) after Zakat and Tax | -116,572 | -101,627 | 14.71 |
| Total Comprehensive Income | -132,147 | -111,735 | 18.27 |
| Total Share Holders Equity (after Deducting Minority Equity) | -51,041 | 173,687 | – |
| Profit (Loss) per Share | -5.01 | -2.82 | |
| All figures are in (Thousands) Saudi Arabia, Riyals |
ACCUMULATED LOSSES | CAPITAL | PERCENTAGE % | |
|---|---|---|---|
| -79,417 | 66,729 | -119.01 | |
| All figures are in (Thousands) Saudi Arabia, Riyals |
| ELEMENT LIST | EXPLANATION |
|---|---|
| The reason of the increase (decrease) in the net profit during the current quarter compared to the same quarter of the last year is | “The Group made a net loss of SR 34.9 million in current quarter as compared to the net loss of SR 46.6 million in the same quarter of the previous year and the change in net losses of the current quarter compared with net loss of the same quarter of the previous year are mainly due to following impacts: • Lower volumes in current quarter as compared to same quarter of previous year. • Decreased expenses in current quarter as compared to same quarter of the previous year. • Increased share of profit from associate in current quarter as compared to share of losses in same quarter of the previous year. • Decreased other income in current quarter as compared to same quarter of the previous year.” |
| The reason of the increase (decrease) in the net profit during the current quarter compared to the previous quarter of the current year is | “The Group made a net loss of SR 34.9 million in current quarter as compared to the net loss of SR 44.5 million in the previous quarter and the change in net losses of the current quarter compared with net loss of the previous quarter are mainly due to following impacts: • Lower volumes in current quarter as compared to the previous quarter. • Decreased expenses in current quarter as compared to the previous quarter. • Increased share of profit from associates in current quarter as compared to share of losses in the previous quarter. • Increased other income in current quarter as compared to the previous quarter.+” |
| The reason of the increase (decrease) in the net profit during the current period compared to the same period of the last year is | “The Group made a net loss of SR 116.6 million in current period as compared to the net loss of SR 101.6 million in the same period of the previous year and the change in net losses of the current period compared with net loss of the same period of the previous year are mainly due to following impacts: • Lower volumes in current period as compared to same period of previous year. • Decreased expenses in current period as compared to same period of the previous year. • Increased share of profit from associates in current period as compared to share of profit in same period of the previous year. • Decreased other income in current period as compared to same period of the previous year.” |
| Statement of the type of external auditor’s report | Qualified conclusion |
| Modification, Qualification or Emphasis of a Matter as Stated within the External Auditor Opinion | Scope of Review Except as explained in the following paragraphs, we conducted our review in accordance with International Standard on Review Engagements 2410, “Review of interim financial information performed by the independent auditor of the entity”, as endorsed in the Kingdom of Saudi Arabia. A review of interim condensed consolidated financial statements consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing that are endorsed in the Kingdom of Saudi Arabia, and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Basis for Qualified Conclusion • As stated in note 17, the Group received assessments from the Zakat, Tax and Customs Authority (ZATCA), claiming additional Zakat liabilities of SAR 234.6 million in respect of the assessment for prior years against which the Group has filed appeals. It is management’s assertion that they have grounds to contest against items included in the assessments raised by ZATCA, that the outcome of the appeals is uncertain at this stage and, therefore, it is not possible to determine the potential Zakat liability. No provision has been made in these interim condensed consolidated financial statements for the items under appeal and for any potential exposure relating to open years not yet assessed by ZATCA. We have not been provided details or basis of certain appeals the assessments, including details of zakat computation and appeals in respect of certain open years for the Company and of certain subsidiaries. We were, therefore, unable to determine whether any adjustments are necessary to the Group’s current or prior years’ / periods’ zakat charges. • The Group has property, plant and equipment amounted of SAR 258.44 million as at September 30, 2022 and there are some indicators (i.e. reduction in revenue, gross losses, negative operating cash flows etc.) that the recoverable value of them is less than its book value, we were unable to obtain sufficient evidence regarding the recoverable amount of them as the Group’s management hasn’t provided us with sufficient data related to the recoverable amount of the property, plant and equipment and the extent to recognize any impairment losses the book value of property, plant and equipment as at September 30, 2022. Basis for Qualified Conclusion (continued) • As stated in note 6, the interim condensed consolidated financial statements include investment in an associate (50% ownership) with a carrying value of SAR 267.3 million and share of results of SAR 7.9 million as at and for the nine-month period ended September 30, 2022. The associate had trade receivables amounting to SAR 54.4 million, out of which the Group’s share is SAR 27.2 million; that are overdue for more than one year, against which management has not recognized any allowance for expected credit losses. Management was unable to provide us with appropriate support to ensure the possibility of recoverability of those trade receivables balances. Consequently, we were unable to determine whether any adjustments to the Group’s share of results of an associate and the carrying value of the investment in an associate were necessary as of and for the nine-month period ended September 30, 2022. Qualified Conclusion Based on our review, except for the possible effects of the matters described in the Basis for Qualified Conclusion paragraphs, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements is not prepared, in all material respects, in accordance with IAS 34 as endorsed in the Kingdom of Saudi Arabia. Material Uncertainty Related to Going Concern We draw attention to note 2 of the interim condensed consolidated financial statements, which indicates that the Group has incurred a net loss of SAR 117.5 million for the nine-month period ended September 30, 2022 (SAR 100.9 million for the nine-month period ended September 30, 2021), and as of that date, the Group’s accumulated losses have reached SAR 79.4 million (as at December 31, 2021: SAR 256.7 million), representing 119.01% of the share capital as at September 30, 2022 (as at December 31, 2021: 71.19%). Further, the Group current liabilities exceeded its current assets by SAR 549.6 million as at September 30, 2022 (as at December 31, 2021: SAR 476.4 million). These events or conditions, along with other matters, indicate a significant doubt about Group’s ability to continue as a going concern and its ability to meet its obligations when it becomes due. Our conclusion is not modified in respect of this matter. Other Matter The consolidated financial statements for the year ended December 31, 2021 and the interim condensed consolidated financial statements for the three-month period ended March 31, 2022 were audited and reviewed by another auditor who expressed a modified audit opinion and review conclusion on May 15, 2022 and May 23, 2022 respectively. |
| Reclassification of Comparison Items | Certain prior period figures have been reclassified to conform to current period presentation, which are not material in nature. |
| Additional Information | “The loss per share during this period amounts to SR 5.01 against loss per share of SR 2.82 for the same period of last year. Loss per share for the current period was calculated based on the average of 23,268 thousand shares compared to 36,061 thousand shares for the same period of previous year. In line with IAS 33 Earnings per share, Basic EPS is calculated by dividing profit or loss attributable to ordinary equity holders of the parent entity by the weighted average number of ordinary shares outstanding during the period. As there were two capital reduction that took place during the period, as approved in the Extraordinary General Assembly by the shareholders, on February 20, 2022 and July 25, 2022, The weighted average structure changed since then, affecting weighted average number of ordinary shares of nine-month period ended September 30, 2022. Subsequent events On October 19, 2022, the Board of Directors (BOD) recommended through resolution number 2022/48 to decrease the Parent Company share capital from SAR 66,729,060 (6,672,906 shares) to SAR 7,000,000 (700,000 shares) for the purpose of restructuring the share capital and to absorb losses of SAR 59,729,060 (5,972,906 shares). BOD also recommended to increase the share capital (subsequent to the reduction) from SAR 7,000,000 (700,000 shares) to SAR 287,000,000 (28,700,000 shares) to enhance the Company’s working capital and operation capacity. The Company has not yet appointed an advisor for both transactions and seek relevant regulatory and shareholder approvals to take effect.” |
Saudi Cable Company announces the call for an Extraordinary General Assembly
Saudi Cable Company announces the decision of its Board of Directors to request the opening of the financial reorganization procedure in order to preserve Shareholders’ rights and the continuity of the Company
| ELEMENT LIST | EXPLANATION |
|---|---|
| Announcement Detail | In order to preserve Shareholders’ and creditors’ rights and the continuity of the Company, Saudi Cable Co. announces that the Board of Directors at its meeting held on 01/11/2022, decided to place an order to the competent commercial court for the opening of the financial reorganization procedure. The Board also decided to authorize the Managing Director, Mr. Nael S. Fayez, and the Executive Management to take necessary statutory procedures to give effect to this decision in accordance with the executive regulations of the competent authorities. |
Saudi Cable Co. Announces the decision of the Board of Directors, to delegate the Executive Management to authorizing the management to sign a memorandum of understanding with willing investors, to sell part of the company’s loans in return for the issuance of shares in their favor
| ELEMENT LIST | EXPLANATION |
|---|---|
| Announcement Detail | The Saudi Cable Company announces that the Board of Directors decided, by passing, on Wednesday 10/19/2022, to delegate the Executive Management to authorizing the management to sign a memorandum of understanding with willing investors, to sell part of the company’s loans in return for the issuance of shares in their favor, and the recommending to the Extraordinary General Assembly after obtaining approvals from the Capital Market Authority and government agencies. |