CMA Announces the Approval of The Saudi British Bank request to increase its capital to merge Alawwal Bank into The Saudi British Bank through a securities exchange offer

Monday, April 22, 2019 at 4:54 PM

Mon Apr 22, 2019 16:54

CMA Announces the Approval of The Saudi British Bank request to increase its capital to merge Alawwal Bank into The Saudi British Bank through a securities exchange offer

The CMA announces the issuance of its resolution approving The Saudi British Bank request to increase its capital from SAR 15,000,000,000 to SAR 20,547,945,220 by issuing 554,794,522 ordinary shares to merge Alawwal Bank into The Saudi British Bank and transferring all of Alawwal's Bank assets and liabilities to the Saudi British Bank through a securities exchange offer.

The Saudi British Bank capital increase shareholder circular will be published within sufficient time before the Extraordinary General Assembly Meeting. The shareholder circular must include all relevant information that the shareholders need to know before making an informed decision when voting on the capital increase for the purpose described, including the increase in capital and risk factors The CMA resolution included the approval of the proposed offer timetable, as well as the approval of the publication of the offer document by The Saudi British Bank to Alawwal Bank shareholders to merge Alawwal Bank into The Saudi British Bank through a securities exchange offer The offer document of  The Saudi British Bank will be published to Alawwal's Bank shareholders to merge Alawwal Bank into The Saudi British Bank through securities exchange within sufficient time before the Extraordinary General Assembly Meeting of The Saudi British Bank. The offer document must include all relevant information that the shareholders need to know before making an informed decision when voting on the offer, including the offer information and risk factors. If the shareholders of The Saudi British Bank approved the capital increase, and the shareholders of Alawwal Bank accepted the offer in their Extraordinary General Assembly Meetings, the new shares will be issued to Alawwal Bank shareholders who are registered in the shareholders registry at the Securities Depository Center Company and the shares of Alawwal Bank will be delisted from the Saudi Stock Exchange after the merger decision becomes effective.

A voting decision without reading the shareholders circular and the offer document carefully reviewing its content may involve high risks. Therefore, the shareholder should carefully read the shareholders circular and the offer document to be able to reach a proper voting decision. If the shareholders circular and offer document prove difficult to understand, it is recommended to consult with an authorized financial advisor. The CMA’s approval should never be considered as an endorsement of the merger’s feasibility. The CMA's approval of the application merely means that the legal requirements as per the Capital Market Law and its Implementing Regulations have been met.