SICO, a leading regional asset manager, broker and investment bank with a direct presence in Bahrain, Saudi Arabia, and the UAE, has announced the successful completion of a major share swap acquisition involving Bahrain Family Leisure Company (BFLC) and Truffle Hospitality Holding.
Under the terms of the transaction, BFLC – a company listed on the Bahrain Bourse – has acquired 100 per cent of the share capital of Truffle Hospitality, the hospitality subsidiary of Dividend Gate Capital (DGC).
SICO acted as the lead financial advisor on the transaction, which has received all necessary shareholder and regulatory approvals.
The milestone deal creates one of the largest listed hospitality and food and beverage (F&B) entities on the Bahrain Bourse. The newly combined group now operates a robust portfolio of more than 20 brands and over 50 outlets across four GCC countries, spanning quick-service, casual dining, premium concepts, cafés, and central kitchen operations.
The deal was structured as a 100pc share swap, with BFLC issuing 13,809,524 new ordinary shares to DGC at a price of BD0.269 per share, comprising a nominal value of BD0.100 per share and a share premium of BD0.169 per share.
The aggregate transaction value stands at approximately BD3.7 million. Following the share allotment, the new shares commenced trading on the Bahrain Bourse on May 19, 2026.
As a result of the acquisition, DGC now holds a 58pc majority stake in BFLC, with existing shareholders retaining the remaining 42pc. Truffle has officially become a wholly owned subsidiary of BFLC. The capital injection has significantly expanded BFLC’s footprint, increasing its total issued and fully paid-up share capital from 10,000,000 shares to 23,809,524 shares.
Commenting on the completion, BFLC vice chairman Ahmed Janahi said: “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.”
Mohamed Khonji, managing director and board member of Dividend Gate Capital, and board member of Truffle, 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.”
Reflecting on the execution of the deal, SICO head of investment banking Ayman Gadallah 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 co-ordination across all parties.”
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