Press Releases

12 October 2005

Salam International Investment Limited held its “Extraordinary” General Meeting:

Salam International Investment Limited held its “Extraordinary” General Meeting at Al Mirqab Ballroom at the Four Seasons Hotel, Doha – Qatar on Wednesday October 26, 2005 in the presence of shareholders representing 63.18% of the company’s capital.

The General Assembly approved the proposed merger of Salam Group and its subsidiaries operating in Qatar and the region into Salam International Investment Limited as of 01/04/2005 and approved of increasing the company’s share capital in the amount of the fair value of the merging companies.

 
The merger will be conducted as per the second clause of the 9th chapter of the Commercial Companies’ Law. That is by merging Salam Group and its subsidiaries into Salam International Investment Limited by increasing the company’s capital currently at Qatari Riyals 424,300,000 by the amount of the fair value assigned to Salam Group which is Qatari Riyals 403,715,000 thereby the total capital after the merger will be Qatari Riyals 828,015,000 divided over 82,801,500 shares.

Two independent experienced companies were assigned to evaluate the fair value of the merged companies; Amwal - Qatar and Kuwaiti Interest for Financial Investment, and following the request from the Ministry of Economy and Commerce, Deloitte and Touche the company’s auditors, were assigned to review the two companies’ evaluation.

In the Board of Director’s Report, the Board of Directors stated that following the merger, Salam International’s activities will be expanded to various sectors and activities including: real estate development, consumer services, and commercial agencies in the business areas of Salam Group as previously mentioned.

Furthermore the merger helps to further dissipate any possible risks, and divide them over a larger capital base, a variety of activities, and a distinguished regional spread of businesses. The merger constitutes a strategic decision as the group benefits from a strong commercial trading arm with skills honed over 54 years of existence. It also benefits from a clear vision of sustained profitable growth both locally and regionally noting that Salam Group and its subsidiaries operate in Qatar, the United Arab Emirates, Oman, Kuwait, and Jordan.

The General Assembly’s agenda took place as follows:

Presentation of the Board of Directors’ report by Mr. Issa Abdulsalam Abu Issa, Chairman & CEO, on the merging company and its fair value.
General Assembly approved the merger of Salam Group and its subsidiaries operating in Qatar and the region into Salam International Investment Limited as of 01/04/2005.
General Assembly approved the fair value of the merging companies valued at Qatari Riyals 403,715,000 according to the evaluation completed by the experts, Amwal - Qatar and Kuwaiti Interest for Financial Investment, and reviewed by Deloitte & Touche, the company’s auditors.
General Assembly approved increasing the company’s share capital in the amount of the fair value of the merging companies and the issuance of new shares totaling 40,371,500 shares at a face value of ten (10) Qatari Riyals per share to be allocated as follows:

  • A total of 26,914,330 shares to the owners of the merging companies in repayment of the total value of the merging companies based on Qatari Riyals fifteen per share representing Qatari Riyals ten as the face value per share and a premium of Qatari Riyals five.
  • A total of 13,457,170 shares to the company’s existing shareholders (as at close of trading at the Doha Securities Market on Sunday 23/10/2005) in proportion to the owned shares per shareholder excluding shareholders that are owners of the merging companies. These shares are worth Qatari Riyals fifteen per share representing Qatari Riyals ten as the face value per share and a premium of Qatari Riyals five.
General Assembly entrusted the Board of Directors with taking all necessary legal, financial and administrative measures for executing this merger.
General Assembly approved the amendment of Article 7 of the By-laws to increase the company’s share capital by the face value of the issued shares.
As the General Assembly approved to amend Clause 1 of Article 20 of the By-laws to increase the number of Board Members from ten (10) to eleven (11) with the election of the new Board Member upon completion of the existing Board’s term and the election of a new Board of Directors.
The “Extraordinary” General Meeting was held in the presence of representatives of the Ministry of Economy and Commerce – Department of Trade Affairs, representatives of Deloitte and Touche, the company’s financial auditors, representatives of the Doha Securities Market, representatives of Amwal - Qatar and Kuwaiti Interest for Financial Investment, and representatives from the Middle East’s media and press.