CERTIFICATIONS & AWARDS

Saudi Cable Company announces its application for the opening of the financial restructuring procedure

ELEMENT LISTEXPLANATION
Announcement DetailFollowing 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 LISTCURRENT QUARTERSIMILAR QUARTER FOR PREVIOUS YEAR%CHANGEPREVIOUS QUARTER% CHANGE
Sales/Revenue6,12823,501-73.9225,026-75.51
Gross Profit (Loss)-25,055-24,2243.43-18,30836.85
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 LISTCURRENT PERIODSIMILAR PERIOD FOR PREVIOUS YEAR%CHANGE
Sales/Revenue66,511128,705-48.32
Gross Profit (Loss)-70,100-62,44612.26
Operational Profit (Loss)-113,602-111,5791.81
Net Profit (Loss) after Zakat and Tax-116,572-101,62714.71
Total Comprehensive Income-132,147-111,73518.27
Total Share Holders Equity (after Deducting Minority Equity)-51,041173,687
Profit (Loss) per Share-5.01-2.82
All figures are in (Thousands) Saudi Arabia, Riyals

ACCUMULATED LOSSES
CAPITALPERCENTAGE %
-79,41766,729-119.01
All figures are in (Thousands) Saudi Arabia, Riyals
ELEMENT LISTEXPLANATION
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 reportQualified conclusion
Modification, Qualification or Emphasis of a Matter as Stated within the External Auditor OpinionScope 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 ItemsCertain 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

ELEMENT LISTEXPLANATION
Announcement DetailSaudi Cable Co. announces that it will apply for an Extraordinary General Assembly, as follows:

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.

2. Referring to the announcement at Tadawul on 23/03/1444H corresponding to 19/10/2022, the Company will request from its valued Shareholders to vote on the transfer of part of the Company’s loans to equity shares in favor of some creditors and a number of those wishing to invest in the purchase of those loans after taking the approvals of the CMA and the relevant competent authorities. Any further developments will be announced in due course when the financial advisor is appointed.
Attached Documents   

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 LISTEXPLANATION
Announcement DetailIn 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 LISTEXPLANATION
Announcement DetailThe 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.

Saudi Cable Company announces the Board of Directors’ recommendation to reduce the company’s capital and then increase the company’s capital by offering rights shares

ELEMENT LISTEXPLANATION
IntroductionThe Saudi Cable Company announces that the Board of Directors decided, by passing on Wednesday 10/19/2022, to recommend to the Extraordinary General Assembly to reduce the company’s capital and then increase it through priority rights shares according to the following details:
Date of Board Meeting2022-10-19 Corresponding to 1444-03-23
Capital before decrease66,729,060
Capital after decrease7,000,000
Percentage of Capital decrease89.5 %
Number of Shares before Decrease6672906
Number of Shares after Decrease700000
Reasons for the Capital DecreaseRestructuring of the capital in order to write-off (89.5%) of the accumulated losses, an amount of (59,729,060) Saudi Riyal.
Method of Capital DecreaseCancellation a number of (5,972,906) of the Company’s shares, such that, 0.895 share will be reduced for every 1 share
Impact of the Capital Decrease on the Company’s Obligations, Operations or Operational, Financial or Organizational Performance of the CompanyCapital decrease will not impact the Company financial obligations
Date of reductionThe End of the Second Trading Day after the Extra Ordinary General Assembly Meeting in which Decrease was Resolved
ApprovalsThe approval of the relevant official authorities and the extraordinary general assembly
Appointment of a Financial Advisor and the Submission of the Application for Capital Decrease to CMAAn announcement will be made when a financial advisor is appointed as well as when the capital reduction application file is submitted to the Capital Market Authority for approval
Additional InformationThe company’s board of directors also recommended, at the same meeting of the extraordinary general assembly, and after the completion of the capital reduction process, to increase the company’s capital through a rights issue of 400,000,000 million riyals, so that the capital after the increase becomes 466,729,060 million riyals, the details of which are as follows:

Capital before the increase: 7,000,000 riyals

Capital after the increase: 287,000,000riyals

Capital increase percentage: 4000%

Number of shares before the increase: 700,000 shares

Number of shares after the increase: 28,700,00 shares

The reason for the capital increase: Restructuring of the Company’s capital in order to inject new capital to secure working capital to enable the Company to increase operational capacity and support its future activities.

Method of capital increase: Offering and listing of rights issue (28,000,000) Shares.

Eligibility to subscribe: The eligibility to subscribe will be to the shareholders who own the shares on the day of the extraordinary general assembly which decided to increase the capital by offering rights shares and whose names appear in the company’s shareholders register at the Depository Center at the end of the second trading day following the date of the extraordinary general assembly which It will be scheduled at a later time

Saudi Cable Company invites its Shareholders to attend several meetings via modern technology to discuss the Company’s developments.

ELEMENT LISTEXPLANATION
Announcement DetailSaudi Cable Company announces that it has organized several meetings via means of modern technology with its valued Shareholders at specific dates for the rest of the year, in compliance with what previously promised, to discuss the Company’s updates and to answer the queries of Shareholders by the Managing Director, Mr. Nael S. Fayez.

Please note that the September and October meetings were merged to bring greater benefit to the respectful shareholders.

According to the dates below, each Shareholder registered in the Company’s shareholders register in (EDAA) is entitled to attend the meetings by the end of the trading session prior to each meeting.

Link:

http://www.any-meeting.com

The next meeting will take place on Wednesday 16/03/1444H, corresponding to 12/10/2022 from 5pm – 7pm.

2nd monthly meeting

Wednesday 12/10/20223rd monthly meeting

Monday 28/11/20224th monthly meeting

Wednesday 28/12/2022

Saudi Cable Company Announces The Incorporation of Saudi Cable Company-Bahrain

ELEMENT LISTEXPLANATION
Announcement Detail9/06/2022 was a historic day for the Saudi Cable Group.

Mr. Nael Samir Fayez, Managing Director, signed the incorporation commercial registration of “Saudi Cable Company – Bahrain” as standalone legal company.

This incorporation comes as a step in the direction of the Group’s restructuring efforts and as a enablement to the Group’s +20 years operations in Bahrain.

Establishing this new stand-alone legal entity at this key market, will support the financial stability of operations and contributes to SCC’s positioning and regional leadership, which will reflect positively on its sales and shareholders equity.

Saudi Cable Company announces a decrease in its accumulated losses by (69.4%) as a result of the capital reduction. This is equivalent to 89.6% of its capital after the reduction.

ELEMENT LISTEXPLANATION
IntroductionWith reference to the announcement of Saudi Cable Company on Tadawul website on 27/12/1443 H corresponding to 26/07/2022, regarding to results of the Extraordinary General Assembly Meeting, which included the approval of the capital reduction of the company (Third Meeting), Saudi Cable Company announces the reduction of its accumulated losses to 89.6%.
Date of accumulated losses decrease2022-07-25 Corresponding to 1443-12-26
Amount of the Accumulated LossesSaudi Riyals 195,582,000
Measures Taken by the Company to Decrease Accumulated LossesAccording to the company’s restructuring plan for capital and accumulated losses, the company has reduced the capital from SAR 262,311,060 to SAR 66,792,060 based on the approval of the Extraordinary General Assembly held on Monday 26/12/1443H corresponding to 25/07/2022. Accordingly, the accumulated losses as at 31 March 2022 of SAR 195,582,000 amortized of losses by 74% of the capital at that time (SAR 262,311,060), to become SAR 59,814,904 at 89.6% of the current capital (SAR 66,792,060).
Auditor’s Report showing the Financial Position of the Company after the Decrease of the Accumulated Losses
Additional InformationThe company’s capital decreased from SAR 262,311,060 to SAR 66,729,060 with a decrease in accumulated losses from SAR 195,582,000 to SAR 59,814,904 as at 31 July 2022. The Auditor’s report also indicated that on the date of the Extraordinary General Assembly Resolution corresponding to July 25, 2022, the company’s losses amounted to SAR 255,397,904 at 97.4% of capital before amortization to become SAR 59,814,904 at 89.6% of capital after reduction.