Sound Joyce Enterprises Limited entered into a share purchase agreement to acquire 20% stake in Red Sea Gateway Terminal Company Ltd from MMC International Holdings Limited, Saudi Industrial Services Company (SASE:2190), Saudi Trade and Export Development Company Limited and Xenel Industries Limited for $140 million on January 27, 2021. Pursuant to the terms of the acquisition, Sound Joyce Enterprises Limited would acquire 0.02 million shares (representing 4% stake) from MMC International Holdings Limited for $28 million, 0.06 million shares (representing 10.6% stake) from Saudi Industrial Services Company for $74.2 million, 0.01 million shares (representing 2% stake) from Saudi Trade and Export Development Company Limited for $14 million and 0.02 million shares (representing 3.4% stake) from Xenel Industries Limited for $23.8 million. Pursuant to the terms and conditions of the share purchase agreement, within six business days following the last condition date, Sound Joyce shall transfer an amount equal to the total consideration of $140 million to an escrow account. The transaction will be financed from internal resources of Sound Joyce Enterprises Limited. As at June 30, 2020, Red Sea Gateway Terminal Company Ltd reported net assets of SAR 948.3 million ($252.8 million).

Ministry of Commerce of Saudi Arabia having approved the text of the Amendment, in a form acceptable to Sound Joyce and MMC International Holdings Limited, Saudi Industrial Services Company, Saudi Trade and Export Development Company Limited and Xenel Industries Limited. The Saudi Ports Authority having approved the relevant transactions contemplated pursuant to the terms of the Concession Agreement. Ministry of Investment of Saudi Arabia having issued an amended foreign investment license permitting the ownership by Sound Joyce of approximately 20.00% of the share capital of Red Sea Gateway Terminal Company Ltd. Completion of the filing with the State-owned Assets Supervision and Administration Commission of the PRC in respect of the Acquisition; and the transaction is subject to approval of General Authority for Competition of Saudi Arabia. The transaction is subject to certain agreed contractual conditions as well as other customary regulatory and third party approvals. The completion of transaction shall be no later than the 12th Business Day after the last condition date. As of January 28, 2021, the completion of the transaction is expected in first half of 2021. JPMorgan Chase & Co. acted as financial advisor to MMC International Holdings Limited, Saudi Industrial Services Company, Saudi Trade and Export Development Company Limited and Xenel Industries Limited. Abdulaziz Alajlan & Partners acted as legal advisor to MMC International Holdings Limited, Saudi Industrial Services Company, Saudi Trade and Export Development Company Limited and Xenel Industries Limited. Baker & McKenzie Limited acted as legal advisor to MMC International Holdings Limited, Saudi Industrial Services Company, Saudi Trade and Export Development Company Limited and Xenel Industries Limited. Raymond Li, Fang Pei, May Lun, Sharon Guo and Steven Bryan of Hong Kong and London offices of Paul Hastings LLP acted as legal advisors for Sound Joyce Enterprises Limited.

Sound Joyce Enterprises Limited completed the acquisition of 20% stake in Red Sea Gateway Terminal Company Ltd from MMC International Holdings Limited, Saudi Industrial Services Company (SASE:2190), Saudi Trade and Export Development Company Limited and Xenel Industries Limited on July 15, 2021.