Investment Holding Group (IHG) held the Ordinary and Extraordinary General Assembly meeting on Monday, April 11th at the Sheraton Doha. The Extraordinary Assembly took the following decisions:
- Approved The acquisition of Elegancia Group W.L.L (“Elegancia”) by way of share swap (the “Transaction”) pursuant to Article 45 of the Offering & Listing of Securities on the Financial Markets Rulebook of the QFMA, Article 195 of the Companies Law, and Article 2 of the QFMA M&A Rules.
- Approved the summary of the acquisition agreement entered into between IHG and Elegancia dated 10 March 2022 (including as an annex the agreement between IHG and the Elegancia (the “Elegancia Owners”) dated 9 November 2021) (the “Acquisition Agreement”).
- Approved the process that resulted in the agreed Share Swap Ratio.
- Approved the increase of the authorised and paid up share capital of IHG by QAR 2,574,037,500 (from QAR 830,000,000 to QAR 3,404,037,500).
- Approved the issuance of new shares in IHG to the Elegancia Owners in consideration for their shares in Elegancia on the basis of the following: for every 1 IHG share currently in issue, the Elegancia Owners will receive 3.10125 New IHG Shares, whereby IHG represents 24% of the combined business, and Elegancia 76%. Accordingly, approved that the value of IHG is QAR 860,000,000 for at the agreed ratio implied and the value of Elegancia is QAR 2,667,000,000, subject to obtaining all regulatory approvals and satisfying all the conditions set out in the Acquisition Agreement.
- Approved the waiver of any applicable subscription rights pertaining to the capital increase of IHG.
- Approved the exemption of Elegancia from submitting a compulsory offer to purchase the shares of IHG Shareholders in accordance with the QFMA M&A Rules, and approved the subsequent sale by the Elegancia Owners of at least 6% of the New IHG Shares over a period of 3 months following completion.
- Approved the amendment of articles 5, 6, 7, 8, 27, 29, 32, 36, 41,43,44, 45, 48, 49,51, 53,57 and 81 of the articles of association of IHG;
- Designated the Chairman of IHG or any person he designates to:
- Adopt any resolution or take any action as may be necessary to implement any and all of the above resolutions including, without limitation, to apply for a resolution of the MOCI and the QFMA to increase the share capital of IHG, to amend its articles of association, and to attend before the Ministry of Justice, the MOCI and any other competent authority in the State of Qatar and submit and/or sign any necessary documents to effect such amendments.
- Appoint an exchange agent to facilitate the issuance of the New IHG Shares in accordance with the Share Swap.
- Submit all required documents and applications to Qatar Stock Exchange (“QSE”) for the listing of the New IHG Shares on the QSE.
- Sign any documents, agreements and applications in relation to any of the above.
Also the ordinary assembly of IHG was held to elect seven non-independent and four independent members of the Board of Directors, followed by meeting of the new Board of Directors.
- Non- Independent Members:
- Mr. Mohamad Moataz Mohamad Al-Khayat.
- Mr. Ramez Mohamad Al-Khayat.
- Mr. Khalid Ghanim Sultan Al Hodaifi Al Kuwari.
- Mr. Hamad Ghanim Sultan Al Hodaifi Al Kuwari.
- Mr. Mohamed Ghanim Sultan Al Hodaifi Al Kuwari.
- Iyad Ihsan Abdel Rahim.
- Mohamad Mohamad Sadiq Al-Dawamaneh.
- Independent Members:
- Sheikh Suhaim Bin AbdulAziz Al Thani
- Mr. Abdulla Darwish Al Darwish
- Dr. Bothaina Al Ansari
- Mr. Ibrahim Abdulla Al-Abdulla
The members of the Board of Directors elected Mr. Mohamad Moataz Mohamad Al-Khayat (Chairman), Mr. Ramez Mohamad Al-Khayat (Vice Chairman) and Iyad Ihsan Abdel Rahim (Managing Director. The Board of Directors also decided to define the members of the Board of Directors committees, appointed the Secretary of the Board, and appointed Henrik Halager Christiansen as Group Chief Executive Officer, and Gerard Patrick Hutchinson as Group Chief Financial Officer.
Since 2008, IHG has grown into one of the leading conglomerates in Qatar with its shares publicly traded on the QSE since 2017. It operates in construction and contracting, specialized contracting, supply of building materials, safety equipment, wooden products, fire-fighting systems, food, chemicals, consumable supplies, and real estate.
Elegancia Group is a dynamic consortium of companies offering reliable, sustainable, and quality services to companies across a diverse range of sectors, including healthcare, business, contracting and other services. Recently, Elegancia’s healthcare division announced a partnership with Los Angeles-based non-profit academic healthcare organization, Cedars Sinai, to operate a state-of-the-art hospital located in Al Qutaifiya, near The Pearl.
Qatar’s first-ever reverse acquisition supports economic diversification, in line with the country’s national development goals. As one of Qatar’s leading group consortiums, Elegancia's maturing domestic and international exposure will positively impact stakeholder value to generate sustainable growth for the national economy.
