Retal Development Acquires Ajaan Real Estate in SAR 881.65M Deal

شعار شركة رتال للتطوير العمراني

Retal Urban Development Company announced on February 14, 2026, that it has entered into a share swap agreement with Al Fozan Holding Company to acquire Al Fozan Holding’s entire stake in Ajdan Real Estate Development Company.

The deal involves the exchange of 14.25 million shares, representing a 47.5% ownership in Ajdan Real Estate, for newly issued shares in Retal Urban Development, according to a company statement filed with the Saudi Exchange.

Ajdan Real Estate Development Company is valued at 1.86 billion Saudi Riyal, with the share sale amounting to 881.65 million Saudi Riyal.

Retal’s valuation for the acquisition is set at 8.02 billion Saudi Riyal, based on the volume-weighted average price (VWAP) of its shares over a 90-day period between January 20, 2025, and June 1, 2025, equating to a share price of 16.03 Saudi Riyal.

The transaction will result in an 11% increase in Retal’s capital, from 500 million Saudi Riyal to 555 million Saudi Riyal.

The company stated that the acquisition is subject to fulfilling certain regulatory and commercial conditions, including – but not limited to – approval from the Capital Market Authority, the Saudi Exchange (Tadawul), and any other applicable regulatory approvals, as well as approval from Retal’s Extraordinary General Assembly.

The agreement includes customary key guarantees from each party, as well as commercial and tax guarantees from the seller.

Retal added that all details regarding the terms of the agreement will be disclosed in a shareholder circular when published, and that the company will announce any material developments related to the acquisition as they occur.

The company as well noted that it has appointed GIB Capital as financial advisor and Baker McKenzie as legal counsel for the acquisition.

If the preconditions for completing the acquisition are not met within six months of the date of signing the agreement, Retal has the right to terminate the agreement by written notice to the seller, the company stated, adding that Al Fozan Holding Company, Abdullah Abdul Latif Ahmed Al Fozan, and Fouzan Mohammed Ahmed Al Fozan are related parties in the agreement.

The agreement will terminate upon the occurrence of a number of matters, including, for example:

1- Based on the written agreement between the parties.

2- If either party submits a notice of termination to the other party in the event of a material breach of any of the terms and conditions of the agreement and fails to correct it in accordance with the agreement; or

3- Failure to meet the preconditions for the acquisition or waiver of compliance with any of them before the end of six months from the date of the agreement.

Completion of the acquisition is subject to a number of preconditions, including, but not limited to:

1- Obtaining approval from the Capital Market Authority for the capital increase.

2– Obtaining either a no-obligation certificate or a no-objection certificate, as applicable, from the General Authority for Competition regarding the economic concentration resulting from the acquisition.