SICO Successfully Completes Advisory Mandate on the BFLC and Truffle Hospitality Share-Swap Acquisition

The transaction was structured as a 100% share-swap, under which BFLC issued 13,809,524 new ordinary shares to DGC at a price of BHD 0.269 per share (comprising a nominal value of BHD 0.100 per share and a share premium of BHD 0.169 per share), representing an aggregate transaction value of approximately BHD 3.7 million. The shares were allotted to DGC and commenced trading on the Bahrain Bourse on 19 May 2026 in exchange for the transfer of 100% of the share capital of Truffle to BFLC. Following completion, DGC holds a 58% stake in BFLC, with existing shareholders retaining the remaining 42%, while Truffle became a wholly owned subsidiary of BFLC.

Following the issuance, BFLC’s total issued and fully paid-up share capital increased from 10,000,000 shares to 23,809,524 shares.

The transaction creates one of the largest listed hospitality and food & beverage company on the Bahrain Bourse. The combined group operates more than 20 brands and over 50 outlets across four GCC countries, spanning quick-service, casual dining, premium concepts, cafés, and central kitchen operations.

Ahmed Janahi, Vice Chairman of Bahrain Family Leisure Company (BFLC), commented: “The completion of this transaction represents a significant milestone for BFLC, positioning it among the largest listed food and beverage companies on the Bahrain Bourse. By consolidating the brands and integrating our capabilities into a single listed entity, we have created a stronger, more unified platform. This foundation enables us to expand our market presence, support future growth, and deliver sustainable returns to shareholders. At the same time, it enhances operational efficiency and opens up broader opportunities for expansion across Bahrain and the wider region”

Mohamed Nedham Khonji, Dividend Gate Capital Managing Director and Board Member and Truffle Board Member, said: “The share swap marks an exciting new chapter for Truffle and reflects the work that has gone into building the platform over the years. Truffle Hospitality will continue scaling its existing brands and expanding its portfolio through the development of new hospitality, leisure, and entertainment concepts, while pursuing regional growth opportunities. We have a number of important developments already in the pipeline and look forward to sharing more announcements in the near future.”

Mr. Ayman Gadallah, Head of Investment Banking at SICO, said: “We are pleased to have advised on a transaction of this nature for the Bahraini market. Structuring a share swap reverse acquisition involving a listed company, a privately held multi-brand hospitality group, and multiple regulatory workstreams required close coordination across all parties. The successful closing is a reflection of the sophistication of Bahrain's capital markets and the commitment of everyone involved to seeing this through.”

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