Retal Expands Ajdan Deal with Additional Share Swap Offers for Full Acquisition

Riyadh | EcoPulse24

Retal Urban Development Company announced that it has made offers to the remaining shareholders of Ajdan Real Estate Development to acquire all their shares. This step expands the previously announced share swap agreement with Al Fozan Holding, aiming for full acquisition of Ajdan through a capital increase and issuance of new Retal shares.

Previously, Retal had signed a share swap agreement with Al Fozan Holding to acquire its entire stake in Ajdan - 14,250,000 ordinary shares, representing 47.5% of Ajdan’s capital - by issuing new shares to Al Fozan Holding.

In this latest development, Retal has made two additional offers:
- The first to Abdul Qader Al Muhaidib & Sons for 14,250,000 ordinary shares (47.5% of Ajdan’s capital) in exchange for 55,000,000 new Retal shares.
- The second to Somou International Investment for 1,500,000 ordinary shares (5% of Ajdan’s capital) in exchange for 5,789,474 new Retal shares.

Retal aims to acquire 100% of Ajdan, with these offers subject to the same evaluation criteria, structure, and terms as the agreement with Al Fozan Holding.

The offer acceptance period runs from February 15 to February 28, 2026. Completion is contingent upon signing the relevant swap agreements and obtaining regulatory approvals, including from the Capital Market Authority, Saudi Exchange (Tadawul), and Retal’s extraordinary general assembly.

Retal’s share price rose to SAR 12.23 (+1.92%) with SAR 4.76 million traded and 389,732 shares exchanged, indicating positive market reaction to the news.

EcoPulse24 Analysis:
Retal’s move signals a strategic drive to expand its real estate portfolio by obtaining full control of Ajdan, thus securing operational and managerial authority over its assets and projects. Utilizing a share swap mechanism preserves cash liquidity but results in share dilution for existing shareholders. The deal’s success will depend on the value added by Ajdan’s assets and Retal’s capacity to manage expansion without over-leveraging its capital structure. The market awaits further details on the transaction’s final financial impact post-regulatory approval.