AL-HASSAN GHAZI IBRAHIM SHAKER COMPANY ANNOUNCES THE INCREASE OF ITS SHAREHOLDING IN ENERGY MANAGEMENT SERVICES COMPANY EMIRATES LLC TO BECOME 74%

Monday, December 29, 2014 at 12:00 AM

2014-12-29 (1436-03-07 ) 16:01:41 Following its previous announcement dated 28/7/2013 on Tadawul site concerning the acquisition of 20% of Energy Management Services Emirates LLC (EMS) Company in UAE, Al-Hassan Ghazi Ibrahim Shaker Company announces that it has signed today Monday 29/12/2014 an SPA agreement to acquire 54% of EMS shares to increase its shareholding from the current 20% to be 74%. It has been decided by Shaker Company to acquire the entire percentage of TECOM Commercial Investments LLC (Unrelated Party) equivalent to 54% in EMS shares against a consideration price of AED 1.47 Million equivalent to SAR 1.5 Million being the book value calculated as of 31/12/2013. The consideration price will be paid in cash upon transaction completion and funded from company internal financial resources. After completing the acquisition transaction, EMS shareholders will be as follows: Shaker Company holding 74% and Mr. Khaled Bushnaq or any company, on which he has control of, holding 26% knowing that EMS Capital is set at AED 3,375,000. The transaction completion is conditional upon certain conditions precedent to be completed and mainly (A) securing approval from Dubai Economic Development Department, (B) Shaker Company and Mr. Khaled Bushnaq having agreed on the form of the new shareholders agreement, (C) securing required preapprovals from any party to complete this transaction. Additionally, the parties have agreed that all conditions precedents should be completed on or before 28/12/2015, otherwise the parties may consider cancelling the transaction or extending the deadline to complete this transaction. The parties will effectively start with immediate effect working of providing and completing the regulatory requirements applied in UAE in order to complete the shares transfers at the earliest chance possible. It is worth mentioning here that EMS Company is a specialized management in energy saving and providing related services for obtaining green buildings conserving on energy with latest energy saving solutions. EMS company core business is provided to both government and private sectors locally and regionally. The financial performance of EMS Company over the past 3 financial periods came as follows: FY 2011: Revenues AED 6.7 Million and Net Income of AED 1.6 Million. FY 2012: Revenue AED 6.1 Million and Net Income of AED 0.24 Million. FY 2013: Revenue AED 6.7 Million and Net Income of AED 0.7 Million. By this transaction where Shaker Company will be increasing its shareholding in EMS, Shaker Company is targeting to increase its presence and involvement in this promising business filed which has been receiving much attention due to its necessity and positive impact on energy savings, improving energy saving standards and its serving products and services particularly in the air-conditioning and lighting. Shaker Company will be announcing later on any related transaction development particularly the financial impact for this acquisition on its consolidated financials while should be noted that this transaction does not require obtaining Shaker General Assembly.