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NADEC ANNOUNCES THE LATEST DEVELOPMENTS IN RELATION TO THE SHARE PURCHASE AGREEMENT TO ACQUIRE 100% OF THE SHARES IN AL SAFI DANONE COMPANY (“ASD”) FROM AL SAFI HOLDING COMPANY AND DANONE DAIRY INVESTMENTS INDONESIA PTE LTD - 31/12/2018

ELEMENT LISTEXPLANATION
Announcement DetailThe National Agricultural Development Company (“NADEC”) announces the latest developments in relation to its announcement dated 8/7/1439H corresponding to 25 March 2018G relating to NADEC entering into a sale and share purchase agreement to acquire 100% of the shares of ASD from Al Safi Holding Company (“Al Safi Holding”) and Danone Dairy Investments Indonesia Pte Ltd (“DDII”) (the “Transaction” and the “Agreement”, dated 8/7/1439H corresponding to 25 March 2018G).The parties have worked diligently to satisfy the conditions precedent to completion as set out under the Agreement, and have satisfied a number of conditions precedent including obtaining the approval of the General Authority for Competition in connection with the economic concentration arising from the Transaction as well as other conditions relating to the reorganization of the business and assets used by ASD and its subsidiaries.

The conditions precedent have not been satisfied before the Long Stop Date as the parties are still completing the requirements relevant to the capital increase application including updating the relevant documentation. Moreover, the parties agreed to include ASD’s audited financial statements for the financial year ending on 31 December 2018G in the capital increase application to enable the shareholders of NADEC to vote on the Transaction based on the latest up to date financial information.

It should be noted that pursuant to the terms of the Agreement, if the conditions precedent have not been satisfied on or before 31 December 2018G (“Long Stop Date”), any of the parties to the Agreement may terminate the Agreement with immediate effect by giving written notice to each of the other parties.

None of the parties have served a notice to the other parties to terminate the Agreement. As such, the Agreement is still in full force and effect and the parties remain committed to perform the Agreement and achieve satisfaction of the conditions precedent as well as the requirements related to the Application. It should be noted that the Transaction is now expected to complete in the second quarter of 2019G after obtaining the required approvals.

NADEC will continue to announce any material developments in respect of the Transaction as and when they occur.