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SAUDI BRITISH BANK ("SABB") ANNOUNCES THE PUBLICATION OF THE SHAREHOLDERS CIRCULAR, THE OFFER DOCUMENT AND THE TRANSACTION TIMETABLE IN RELATION TO THE INCREASE IN SABB’S SHARE CAPITAL FOR THE PURPOSE OF THE MERGER OF ALAWWAL BANK INTO SABB

SAB 1060 18.57% 41.50 6.50
Element List Explanation
Announcement Detail With reference to the Capital Market Authority approval dated 17/8/1440H (corresponding to 22/4/2019G) of SABB application to increase its share capital for the purpose of the merger of Alawwal bank into SABB through a securities exchange offer, and with reference to SABB’s invitation published on Tadawul on 19/8/1440H (corresponding to 24/4/2019G) to its shareholders to attend the extraordinary general assembly meeting, which includes the increase in the share capital of SABB, SABB would like to announce the publication of the following documents:

First: SABB Shareholders Circular issued by SABB to its shareholders:

The Shareholders Circular is addressed to SABB shareholders and has been prepared by SABB in accordance with the requirements of Article (58) of the Rules on the Offer of Securities and Continuing Obligations in connection with the increase in the share capital of SABB with respect to the merger of Alawwal bank into SABB in consideration for the issuance of new shares to Alawwal bank shareholders in SABB pursuant to Articles 191-193 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations (“Merger”). The Circular includes details of the Merger, its terms and conditions and other related matters, including details of related parties, the procedures required to effect the Merger and the risks related to the Merger. The Circular may be obtained through the website of the Capital Market Authority, the Saudi Stock Exchange, SABB or its financial advisor.

The board of directors of SABB note that each SABB Shareholder must carefully read and consider all information contained in the circular prior to making their decision on how to vote on the Merger. If in doubt as to the vote such shareholder should make at the SABB extraordinary general assembly meeting, the board of directors of SABB recommends that such shareholder consult an independent financial advisor licensed by the Capital Market Authority in relation to the Merger and relies on its own examination of the Merger with regard to such SABB Shareholder's individual objectives, financial situation and needs.

Second: Offer Document issued by SABB to Alawwal bank Shareholders:

The Offer Document is issued by SABB and addressed to Alawwal bank Shareholders and has been prepared by SABB in connection with the offer to merger made by SABB to Alawwal bank Shareholders in consideration for SABB issuing new shares to Alawwal bank Shareholders pursuant to Articles 191-193 of the Companies Law and Article 49 (a) (1) of the Merger and Acquisition Regulations. The Offer Document may be obtained through the website of the Capital Market Authority, the Saudi Stock Exchange, SABB or its financial advisor.

SABB note that Alawwal bank shareholders should carefully read and consider all information contained in the Offer Document and the circular to be issued by Alawwal bank board prior to making their decision on how to vote on the Merger.

Third: Transaction Timetable

The Transaction Timetable sets out the proposed dates for the main events for the implementation of the Merger, in accordance with the requirements of Article 17(c) of the Merger and Acquisitions Regulations. The dates included therein are indicative only – and may be altered or amended - and will depend on, among other things, any procedures or periods imposed by the relevant regulators or whether (and the dates on which) the conditions of the Merger are satisfied. The timetable may be obtained through the website of SABB or its financial advisor.

Documents available for inspection

SABB also wishes to confirm that a number of documents related to the Merger (as set out in the Shareholders Circular and the Offer Document) will be made available for inspection to the shareholders of SABB or Alawwal bank (as applicable) at the head office of SABB located in Prince Abdulaziz Bin Musaid Bin Jalawi Street in Riyadh (https://goo.gl/maps/4mzRe42S4YG2) from 20/8/1440H (corresponding to 25/4/2019G) up until the end of the offer period (as defined in the Shareholders Circular and Offer Document) (Sunday to Thursday between 9 a.m. and 5 p.m. (excluding public holidays in Saudi Arabia).

Attached Documents
Offer Document issued by SABB to Alawwal bank Shareholders
SABB Shareholders Circular issued to increase in the share capital of SABB with respect to the merger of Alawwal bank
The merger of Alawwal bank in SABB - Transaction Timetable

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