CERTIFICATIONS & AWARDS

Saudi Cable Company announces opening the nomination for filling two vacancies in the Membership of the Board of Directors

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Element list

Explanation

Introduction

Saudi Cable Company is pleased to announce  opening nomination for two (2) members to fill vacancies in the membership of the Board of Directors  after a Decision has been passed by the Shareholders Extraordinary General Assembly  on 15/12/2019, approves the amendment of the Company’s Bylaws by increasing the number of the Board Members to become nine (9)  instead of seven (7) Members to complete the current term of the Board which will expire on 13/01/2021, whereas, the appointment of the nominees will be within the Ordinary General Assembly meeting, the date of which shall be announced later, after getting the regular approvals from the concerned authorities pursuant to the regulations and the procedures as stipulated in the  Companies Law and Corporate Governance Regulation issued by the Capital Market Authority and in accordance with policy and the procedures on the  membership of the Board of the Company as approved by the Shareholders Ordinary General Assembly.

The term of the Board

To complete the current term of the Board.

The starting date of the term

27/04/1439, corresponding to 14/01/2018

The ending date of the term

29/05/1442, corresponding to 13/01/2021

Number of the Members

2

Nomination opening date

24/05/1441, corresponding to 19/01/2020

Nomination ending date

23/06/1441, corresponding to 17/02/2020

Nomination and Details

The original nomination application forms and its attachments shall be addressed to the Attention of the Nomination & Remunerations Committee within the regular office hours from 08:00 am to 04:00 pm, as the following:

Applications shall be delivered to Saudi Cable Company:

Head Office: Shareholders Department /Industrial Zone / Phase 2.

P. O. Box : 4403 Jeddah 21491

Email: Investor.Relations@saudicable.com

For further inquiries, please, contact Shareholders Department:

Tel: +966126087655, Fax: +966126352220

Note to observe the policy, standard and the procedures  on the Membership of the Board of the Company as approved by the Shareholders 23th  Extraordinary General Assembly Meeting (3rd Meeting) held on Sunday 27/04/1439, corresponding to 14/01/2018 (Attached).

1.      Leadership:  Nominee must have leadership skills to be qualified for being granted the powers in a manner that stimulates performance and the application of best practices in the field of effective management and commitment with the highest professional code of ethics and values.

2.      Qualifications: The nominee must have variety of scientific qualifications and work expertise with the appropriate level of training and professional and personal skills related to the current and the future activities of the Company in terms of Management, Economics and Accounting.

3.      Guidance: Nominee must have the technical, leadership and management capabilities, able to accommodate the technical requirements related to the work process and respondent in taking decisions,  capable for strategic guidance, planning and clear future vision.

4.      Financial knowledge: Capable to read  and understand the financial statements and reports

5.      Fitness: Nominee must not have health problems preventing him from exercising his duties and powers.

6.      Nomine must not being previously convicted of a crime against honor or involves of breach of trust or being convicted as a violator in financial or business markets.

7.      The nominated applicant must not engaged in more than four Board memberships of Joint Stock companies listed in the Saudi Stock Exchange.

8.      The nominee to the Board membership must adheres to the principles of honest, trust and loyalty, care and preference of Company’s interests and its shareholders over his personal interests.

9.      Noting that the right for nomination is available for all and doesn’t restrict on Shareholders.

Requirements for application

·         Resume of the nominee (CV), his scientific qualifications, previous and current work experiences.

·         Filling the designated Resume (CV) form for the nominee of the Membership of the Board of Joint Stock listed Company No. (3) issued by the Capital Market Authority, which is available on site of the Capital Market  on the following link:

        https://cma.org.sa/RulesRegulations/FormsSite/Pages/default.aspx

·         The nominee must specify the status of the Membership (Independent Member).

·         The nominee must specify the nature of the Membership, whether he nominated in person or as a representative of a judicial personality.

·         Nominee has to disclose any conflict of interests involve the following:

a.       Any direct or indirect interest in the businesses or the contracts made for the interest of the Company.

b.      Engage in any work involves competition with the Company or competing with in any of the sub-activities practiced by it.

·         Attach with the application a clear copy of the National Identity Card, the Family Registry for individuals and the Commercial Registry for Companies and Establishments, and the contact numbers of the nominee.

·         The nominee who is previously appointed as a member of the Board of Directors of one of the joint stock companies, he must indicate the number and dates of the Boards of the companies where he has assumed memberships.

·         Indicate the Joint Stock Companies where he is currently assuming its membership.

 

Saudi Cable Company Announces the Specification of the Period for Rights issue Trading and New Shares Subscription

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Item

Explanation

Rights issue and new shares subscription period start date

11/05/1441, corresponding to 06/01/2020.

Rights issue trading period end date

18/05/1441, corresponding to 13/01/2020.

New shares subscription period End Date

21/05/1441, corresponding to 16/01/2020.

Trading Rights issue and subscription to new shares

Holders of rights issue are allowed to exercise their rights to subscribe in new shares (in full or in part)  up to the number of rights issue available in their portfolios, trading in rights issue and subscription to new shares for registered shareholders and new investors shall be as per the prospectus.

Details on the remaining Shares

Regarding the details on remaining offering, Holders of rights issue are allowed to exercise their rights to subscribe in new shares (in full or in part) within the limit of the rights issue available in their portfolios. Trading Rights issue and subscription to new shares shall be in accordance with prospectus for the registered Shareholders and new Investors.

The Company would like to draw the attention of the Investors in the event that shares remain untraded, the remaining shares and their fractions (if any) shall be offered to Investors of organizational character as stipulated in the Prospectus.

“FALCOM Financial Services” as the Financial Adviser, Subscription Manager and the underwriting of the Offering Transaction, to carry out the underwriting in the Rights issue of Saudi Cable Company in case of incomplete subscription.

Notification for Investors not willing to subscribe

Attention of Investors not willing to subscribe are drawn to the importance to selling the rights issue they hold during the specified trading period to avoid the resulting decline in  the value of their investment portfolios as a result of not benefiting from their rights, whether by way of sale or subscription.

For daily fluctuations in Rights issue closing prices during Rights trading period

For further details on the daily fluctuations in the Rights issue, please, visit Tadawul’s site on the following link:

https://www.tadawul.com.sa

For the indicative value of the right

For further details on the indicative value of the right, please, visit Tadawul’s site on the following link:

https://www.tadawul.com.sa

For further details on the mechanism of Rights issue trading and subscription to new shares

For further details on the new mechanism for trading, please, visit the following link:

https://www.tadawul.com.sa/wps/portal/tadawul/knowledge-center/about/tradable-rights

For the Prospectus of Company’s capital increase through issuance of Rights issue

For further details on the Prospectus of the Company’s capital increase through issuance of Rights issue, please, visit the following link:

https://prospectuses.cma.org.sa/Market/Prospectuses/Documents/Saudi- cable-company.pdf

Saudi Cable Company Announces the Results of the Extraordinary General Assembly Meeting included approving increase of Company’s Capital, (2nd Meeting)

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Item

Explanation

City and Location of the Extraordinary General Assembly’s Meeting

The Hotel Venue Jeddah Corniche

Prince Faisal Bin Fahd Entrance – KSA, Jeddah

Date of the Extraordinary General Assembly’s Meeting

05/05/1441 corresponding to 31/12/2019

Time of the Extraordinary General Assembly’s Meeting

19:30

Percentage of Shareholders’ Attendance

34.54%

Names of the Board of Directors’ Members Present at the General Assembly’s Meeting and Names of the Absentees

Mr. Meyassar A. Nowailato (Chairman)

Mr. Raaid K. Alireza (Vice-Chairman)

Mr. Yousuf A. Alireza (Board Member)

Dr. Abdullah H. Masri (Board Member & Chairman of Nomination & Remunerations Committee).

Mr. Khalid Ali H. Alajlan (Independent Board Member).

While, the following members were unable to attend the meeting due to their special circumstances and they have already informed the Board about:

Mr. Khalid A. Alireza  (Board Member).

Mr. Adnan A. Maimani (Board Member, Chairman of the Audit Committee).

Names of the Chairmen of the Committees Present at the General Assembly’s Meeting or Names of those Attending on their Behalf

Dr. Abdullah H. Masri (Chairman of the Nomination & Remunerations Committee).

Voting Results on the Items of the General Assembly’s Meeting Agenda’s

Item (1) approved Board recommendation for the increase of Company’s Capital by sum of SR. (250,000,000) as the following:

a.       Company’s capital prior to the increase is sum of (110,614,060) divided into (11,061,406) nominal share.

b.      Company’s capital after the increase will be sum of SR. (360,614,060), divided into (36,061,406) nominal share.

c.       Total increase of the capital is sum of SR. (250,000,000).

d.      Reason for the capital increase is for the restructuring and launching new capital to provide working capital to enable the Company increasing operational capacity and to support the future activity of the Company.

e.       The method for capital increase: Through listing and offering rights issue for a number of (25,000,000) nominal share.

Item (2): Approved amendment of Article No. (7) of the Company’s Bylaws on capital increase to be confirmed  with the recommended increase in case EGA approved item No. (1).

Item (3): Approved amendment of Article No. (8) of the Company’s Bylaws on the offering to be confirmed with the recommended increase in case EGA approved item No. (1).

Saudi Cable Company Announces the Results of the Extraordinary General Assembly Meeting, (Third Meeting)

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The Board of Saudi Cable Company is pleased to announce the Results of the Extraordinary General Assembly Meeting (3rd Meeting) which will be held exactly at 06: 30 pm on Sunday 15/12/2019, at the Company’s Head-office in Jeddah – Industrial area – Phase 2 – Provided that the Quorum for valid EGA Meeting is being achieved upon the presence of (25.86%) of the shares representing the Capital.

Introduction

Item

City and Location of the Extraordinary General Assembly’s Meeting

Saudi Cable Company

Industrial Area-Jeddah, Saudi Arabia

Date of  EGA  Meeting

18/04/1441, corresponding to 15/12/2019

Time of EGA Meeting

18:30

Quorum for Convening EGA

25.86%

Names of BOD Members Present at EGA Meeting and names of the Absentees

Mr. Meyassar A. Nowailati

Mr. Abdullah H. Masri

Mr. Yousuf A. Alireza

Mr. Adnan A. Maimani

Mr. Khalid Ali H. Alajlan

Mr. Abdullah H. Masri

Mr. Adnan A. Maimani

Names of Committees’ Chairmen Present at EGA Meeting or Committees’ Members Attending on their behalf

Mr. Abdullah H. Masri

Mr. Adnan A. Maimani

Voting Results on the Items of the Agenda of EGA Meeting.

1.     Approved the amendment of Article No. (6) of the Company’s Bylaw related to Company’s duration.

2.     Approved the amendment of Article No. (15) of the Company’s Bylaw related to Company’s Management.

3.     Approved the amendment of Article No. (22) of the Company’s Bylaw related to the Quorum for BOD Meetings.

Saudi Cable Company invites its Shareholders to attend the Extraordinary General Assembly Meeting for Capital Increase (1st Meeting).

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The Board of Saudi Cable Company is pleased to invite the Shareholders of the Company to attend the Extraordinary General Assembly Meeting (1st Meeting) which will be held at the Hotel the Venue Jeddah Corniche, on Tuesday 05/05/1441, corresponding to 31/12/2019.

 

Introduction

  Item

City and Location of the Extraordinary General Assembly’s Meeting

Jeddah, Saudi Arabia

The Hotel Venue Jeddah Corniche

Prince Faisal Bin Fahd Entrance – KSA, Jeddah

Link for the Location of EGA Meeting

https://goo.gl/maps/XILNILm61ELiCDEi8

Date of  EGA  Meeting

05/05/1441 corresponding to 31/12/2019

Time of EGA Meeting

19:30

Attendance Eligibility

Shareholders registered at the Depositary Center Registry at the End of the Trading Session Proceeding EGA Meeting and as per the laws and regulations..

Quorum for Convening EGA

The validity of Extraordinary General Assembly Meeting is subject to the attendance of a number of Shareholders representing at least half of the Company’s capital. Failing such a quorum at the first meeting, another meeting will be convened one hour after the end of the period declared for the first meeting. However, the second meeting will be valid even if attended by a number of Shareholders representing at least one quarter of Company’s capital. .

Agenda of the Meeting

Item (1): Voting on BOD recommendation for the increase of Company’s Capital by sum of SR. (250,000,000) as the following:

a.       Company’s capital prior to the increase is sum of  (110,614,060) divided into (11,061,406) nominal share.

b.      Company’s capital after the increase will be sum of SR. (360,614,060), divided into (36,061,406) nominal share.

c.       Total increase of the capital is sum of SR. (250,000,000).

d.      Reasons  for the capital increase is for the restructuring and launching  new capital to provide working capital to enable the Company increasing  operation capacity and to support the future activity of the Company.

e.       The method for capital increase: Through listing and offering rights issue for a number of (25,000,000) nominal share.

f.        In the event that the Shareholders on EGA meeting approve the increase of the Capital, the eligibility right  shall be for the shareholders registered in Company’s Register at Depository Center  on the date of EGA convention on approving the capital increase through rights issue by the end of the second day following the EGA convention date.

Item (2): Voting on amendment of Article No. (7) of the Company’s Bylaws on capital increase to be confirmed  with the recommended increase in case EGA approved item No. (1) (Attached).

Item (3): Voting on amendment of Article No. (8) of the Company’s Bylaws on the offering to be confirmed with the recommended increase in case EGA approved item No. (1) (Attached).

Proxy Forms

 (Attached)

E-Voting

We would like to indicate that the shareholders registered on Tadawulaty services can vote online on the items of the Assembly’s agenda as  the following:

link: http://www.tadawulaty.com.sa noting that the registration and voting via Tadawulaty services is available for free for the all shareholders.

The time for online voting will start on Saturday 02/05/1441 corresponding to 28/12/2019 at 10:00 am and shall close at the  same day of EGA Meeting on Friday 05/05/1441, corresponding to 31/12/2019 at 4:00 pm.

Eligibility for Attendance Registration and Voting

Eligibility for attendance Registration and Voting ends upon the convention of the EGA Meeting. Eligibility for voting on the Agenda of the Meeting shall end upon the Counting Committee concludes counting the votes

Communication Method

Shareholders Department via Telephone No. 0126087500 or Fax No.: 0126352220 or email: (Investor.Relations@saudicable.com) within office hours from 08:00 am to 03:00 pm

Additional information

Each shareholder willing to attend the meeting shall bring his original ID and the proxy, while the presence must be on adequate time prior to the Meeting so as to complete the registration process.

Shareholders who cannot attend the meeting can authorize another person (Vide a written authorization, provided that the proxy shall be other than the Boards Directors or the Company’s staff and the authorization shall be certified by the Chambers of Commerce & Industry if the shareholder was a member thereof or if the shareholder is a company or a legal entity or one of the authorized banks or licensed persons in Saudi Arabia, provided that the principle must has  a bank account, or authorized persons perform ratification or Notary Public or licensed persons for attestations.

Noting that the shareholder or the authorized must provide the Company with copy of the proxy at least two days prior to EGA date of convention, and to be delivered to the Company’s address as the following: Saudi Cable Company (Attention to Shareholders Dept.) P. O. Box: 4403 Jeddah 21491.

 

The Capital Market Authority approves Saudi Cable Company’s request to increase its capital by way of Rights Issue

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The CMA has announced its resolution approving Saudi Cable Company’s request to increase its capital by way of rights issue valued at SAR 250,000,000. The increase will be limited to the shareholders who are registered in the shareholders registry at the Security Depository Center as of the closing of the second trading day following the extraordinary general assembly meeting, which will be determined by the Company’s Board of directors at a later date. The offering price and the number of shares offered for subscription will be determined by the Company after market closing of the same day in which the extraordinary general assembly meeting is to be held. After reviewing the Company’s application in light of the governing regulatory requirements, and the quantitative and qualitative criteria applicable to all companies requesting a capital increase, the CMA has issued its resolution approving The Saudi Cable Company’s capital increase request mentioned above. The rights issue prospectus will be published and made available to the public at a later time.
An investment decision based on the Company’s Board recommendation to increase its capital or the CMA’s approval without carefully reading the rights issue prospectus or fully reviewing its content may involve high risk. Therefore, investors should carefully read the prospectus, which contains detailed information on the Company, the offering and risk factors. Thus, providing investors the ability to evaluate the viability of investing in the offering, taking into considerations the associated risks. If the prospectus proves difficult to understand, it is recommended to consult with an authorized financial advisor prior to any investment decision.
The CMA’s approval of the prospectus should never be considered as a recommendation to participate in the offer nor invest in the Company’s shares. The CMA’s approval of the prospectus merely means that the legal requirements as per the Capital Market Law and its Implementing Regulations have been met.

The Capital Market Authority approves Saudi Cable Company’s request to increase its capital by way of Rights Issue

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The CMA has announced its resolution approving Saudi Cable Company’s request to increase its capital by way of rights issue valued at SAR 250,000,000. The increase will be limited to the shareholders who are registered in the shareholders registry at the Security Depository Center as of the closing of the second trading day after the extraordinary general assembly meeting, which will be determined by the Company’s board of directors at a later date. The offering price and the number of shares offered for subscription will be determined by the Company after market closing of the same day in which the extraordinary general assembly meeting is to be held. After reviewing the Company’s application in light of the governing regulatory requirements, and the quantitative and qualitative criteria applicable to all companies requesting a capital increase, the CMA has issued its resolution approving The Saudi Cable Company’s capital increase request highlighted above. The rights issue prospectus will be posted and made available to the public at a later time.

An investment decision based on the Company’s board recommendation to increase its capital or the CMA’s approval without carefully reading the rights issue prospectus or fully reviewing its content may involve high risk. Therefore, investors should carefully read the prospectus, which contains detailed information on the Company, the offering and risk factors. Thus, providing investors the ability to evaluate the viability of investing in the offering, taking into considerations the associated risks. If the prospectus proves difficult to understand, it is recommended to consult with an authorized financial advisor prior to any investment decision.

The CMA’s approval of the prospectus should never be considered as a recommendation to participate in the offer nor invest in the Company’s shares. The CMA’s approval of the prospectus merely means that the legal requirements as per the Capital Market Law and its Implementing Regulations have been met.

https://cma.org.sa/en/Market/News/pages/CMA_N_2669.aspx