B Investments Approves Acquisition of 53.5% Stake in BIG Investment Group via Share Swap

CAIRO — Egyptian private equity firm B Investments Holding (EGX: BINV) has approved the acquisition of a 53.5% controlling stake in BIG Investment Group Ltd. through an all-equity share-swap transaction.

Under the board-approved structure, B Investments will acquire the majority stake by allocating newly issued B Investments shares to selling BIG shareholders via a dedicated share capital increase, subject to regulatory clearance from the Financial Regulatory Authority (FRA) and approval from an Extraordinary General Meeting (EGM).

Deal Structure & Strategic Rationale

The primary asset of BIG Investment Group is a 20.4% equity stake in Madinet Masr for Housing and Development(EGX: MNHD), one of Egypt's flagship urban and residential real estate developers:

• Indirect Exposure Expansion: Acquiring 53.5% of BIG adds an indirect look-through economic exposure of ~10.9% in Madinet Masr to B Investments' existing direct holdings, bringing its total economic interest in the developer to approximately 18.6%.
• Voting Control Consolidation: Secures majority board control over BIG Investment Group, placing BIG's entire 20.4% voting bloc in Madinet Masr under B Investments' operational direction.
• Capital Efficiency: Eliminates cash drag by executing an all-equity share swap, leveraging B Investments' equity valuation to consolidate key real estate assets without increasing balance sheet leverage.

Corporate Development & Portfolio Realignment

The transaction forms part of B Investments' broader portfolio optimization strategy, aligning with recent asset monetizations, including the exit from its Benban solar assets for $8.25 million and a partial equity reduction in Gourmet Egypt to 33.5% for $8 million:

• Regulatory Process: Completion is pending independent financial valuation, ratio determination, and regulatory filing reviews by the Egyptian Financial Regulatory Authority (FRA) and Egyptian Exchange (EGX).
• Governance Mandate: B Investments' Board of Directors has authorized its Investment Committee to manage execution, capital increase procedures, and subsequent shareholder voting frameworks.

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