URC Successfully Completes its Merger with United Towers Holding Company and Al Dhiyafa Holding Company

Dec 25 , 2022

United Real Estate Company (URC), a leading real estate developer in Kuwait and the MENA region, has successfully completed its merger by amalgamation with United Towers Holding Company (UTHC) and Al Dhiyafa Holding Company (DHC). URC’s shareholders had approved this merger at the Extraordinary General Assembly held on 24th of October, 2022, in which URC is the merging entity while both companies become the merged entities.

The shareholders also agreed to increase the company’s capital by KD 24.3 million from KD 118.8 million to KD 143.1 million, by issuing 242.6 million ordinary shares at nominal value. 184.2 million shares of the shareholders’ increase are allotted to the shareholders of UTHC at a share exchange rate of 0.64 new shares in URC for every share in UTHC. Also, 58.3 million shares are allotted to the shareholders of Al Dhiyafa Holding Company at a share exchange rate of 0.58 new shares in URC for every share in DHC.

As the merger process is concluded, the existing business of UTHC and DHC are reconstituted by URC, hence, the assets and liabilities of both merged companies are assumed by URC.

This is another milestone for URC as the merger enhances the Group's operational performance, which goes in line with its strategic vision and increases its financial competitiveness.

The merger has been orchestrated within a clear strategy that aims to upgrade URC’s asset portfolio and enhance the company’s capacity. Increase in revenues, expansion and diversification of URC’s portfolio of assets, and enhancing value for the shareholders are some of the direct benefits expected out of this merger.

Commenting on the merger, Mr. Mazen Issam Hawwa, URC Vice-Chairman & Group Chief Executive Officer, said: “We are very pleased to announce the completion of this merger on time and according to the merger plan announced in March 2022.”

“We believe that this step will create new investment opportunities for shareholders and benefit them from a balanced and diversified portfolio of assets” Mr. Hawwa added.

Mr. Hawwa further emphasized the trust of all parties in the benefits achieved by this merger. He also extended his appreciation to all the regulatory and supervisory authorities, namely the Capital Markets Authority (CMA), Competition Protection Authority and Ministry of Commerce and Industry for their invaluable support and guidance throughout and for their efforts in ensuring the interests of all concerned parties.

Additionally, Mr. Hawwa extended his appreciation to Kamco Invest, the manager of the merger process, and Al-Hossam Legal (Al-Turqi & Partners) Legal Consultants & Attorneys, the legal advisor for the merger process, for their contribution towards reaching this milestone.

“This wouldn’t have been possible without the valuable efforts of all the team members and associated partners involved in this transaction and would like to extend our gratitude to them as well,” he added.

“Today, URC affirms its continuous commitment to its values focused on developing projects that contribute significantly to enhancing the lifestyle and well-being of the community, as well as to explore future growth opportunities that enhance the company's financial competitiveness” Mr. Hawwa concluded.

Established in 2006, United Towers Holding Company K.S.C.C (UTHC) was an associate of United Real Estate Company K.S.C.P (URC), with a core business focus on real estate investment and development activities. UTHC’s property portfolio includes Al Shaheed Tower, City Tower, KIPCO Tower, and its car parking all located in Kuwait’s business district, Sharq, and Marina Plaza in Salmiya.

Al Dhiyafa Holding Company K.S.C.C (DHC) on the other hand was established in 2005 and owned by United Real Estate Company K.S.C.P (URC), and manages several subsidiaries geographically spread across Lebanon and Egypt. The Company's portfolio of assets and businesses includes Safir Bhamdoun Hotel and Raouche View 1090 in Lebanon and investment in hospitality and land assets in Egypt.