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"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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| FORM 4 |
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
| ( 1 )Pursuant to the Stock Purchase Agreement entered into between Hana Investments Co. WLL ("Hana"), a majority-owned subsidiary of the Olayan Financing Company ("OFC"), the Issuer, and NPS Holdings Limited ("NPS") among others, dated November 12, 2017, Hana agreed to exchange NPS shares for 13,340,448 of the Issuer's Ordinary Shares upon the closing of the business transaction between the Issuer and NPS (the "Transaction"), subject to Hana effectuating such exchange at the closing. The NPS shares became convertible into Issuer shares upon the Issuer's shareholders' approval of the Transaction, which occurred on May 18, 2018. Hana is a nominee of the Olayan Saudi Holding Company ("OSHCO") with respect to the exchange. On June 5, 2018, the Issuer and OSHCO, through its nominee Hana, entered into a Share Purchase Exchange Agreement to effectuate the exchange on June 6, 2018, pursuant to which OSHCO acquired 13,340,448 of the Issuer's Ordinary Shares, valued at US$11.244 per share.|
( 2 )The shares and derivatives are owned by OSHCO, which is a majority-owned subsidiary of OFC. OSHCO has the right to appoint two directors of the Issuer. Each reporting person disclaims beneficial ownership of all interests reported on this Form 4 except to the extent of such reporting person's pecuniary interests.
( 3 )Pursuant to a Loan Agreement entered into between Hana, as nominee of OSHCO ("Lender"), and the Issuer, dated June 5, 2018, Lender loaned the Issuer $50 million on June 6, 2018, and Lender has the right to elect to receive repayment of the loan in Issuer Ordinary Shares at a price per share of $11.244. The loan is due December 17, 2018 and may be repaid at any time prior thereto by the Issuer. Lender may also elect to receive repayment of the interest on the loan in Ordinary Shares of the Issuer, but such interest amount is not yet determinable. Lender received a fee of $600,000 for making the loan, which is to be paid in Ordinary Shares of Issuer at a price per share of $11.244.
( 4 )Pursuant to a Relationship Agreement entered into between Hana, as nominee of OSHCO ("Stockholder"), and the Issuer, dated June 5, 2018, the Issuer will reimburse expenses certain expenses in an amount equal to $2,400,000, and Stockholder has the right to elect to receive such reimbursement in Issuer Ordinary Shares at a price per share of $11.244. Such amount became due and payable on June 6, 0218, subject to the election of the Stockholder as to the form of payment.
|* If the form is filed by more than one reporting person, see Instruction 4(b)(v).|
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).|