Mubasher TV
Contact Us Advertising   العربية

Saudi British Bank (SABB) announces the effectiveness of the resolution to merge Alawwal bank in SABB and other related resolutions

SAB 1060 4.63% 35.00 1.55
Element List Explanation
Announcement Detail Reference to the announcement of the Saudi British Bank (SABB) on the Saudi Stock Exchange’s (Tadawul) website on 11/9/1440H, corresponding to 16/05/2019G, regarding the results of its extraordinary general meeting which included approval of its capital increase for the purpose of merging Alawwal bank in SABB and other related resolutions, and reference to the announcement of Alawwal bank on the Saudi Stock Exchange’s (Tadawul) website on 13/10/1440H, corresponding to 16/06/2019G, regarding the expiry of the creditor objection period with no outstanding unsatisfied creditor objections.

SABB announces the effectiveness of the resolution to merge Alawwal bank in SABB, pursuant to which all of the assets and liabilities of Alawwal bank will be transferred to SABB (the “Merger”), in consideration for SABB issuing 554,794,522 ordinary shares with a nominal value of SAR 10 per share in SABB in favour of Alawwal bank Shareholders (the “Consideration Shares”) by way of increasing the paid-up capital of SABB from 15,000,000,000 to SAR 20,547,945,220 which represents an increase in the number of shares of SABB from 1,500,000,000 shares to 2,054,794,522 fully paid shares. SABB and Alawwal bank have satisfied the Merger conditions agreed between the two banks in the Merger agreement and set out in the Shareholder Circular and the Offer Document issued by SABB with respect to the Merger.

Shareholders owning shares in Alawwal bank on the date of this announcement, and who are registered in Alawwal bank’s share registry at the Depository Center by the end of the second trading period following this announcement will be eligible to receive 0.48535396 SABB shares (“Exchange Ratio”) as consideration for every Alawwal bank Share held.

It is expected that, as set out in the key dates and milestones timetable in the Shareholder Circular, the cancelation of listing of Alawwal bank’s shares on Tadawul, listing of the Consideration Shares and deposit of the same in the accounts of the eligible Alawwal bank Shareholders will be completed within a period not exceeding the sixth trading period after this announcement. It is also expected that the required procedures relating to the amendment of SABB’s commercial registration certificate and SAGIA license and the cancellation of Alawwal bank’s commercial registration certificate and SAGIA license will be completed within the timeframe set out in the key dates and milestones timetable in the Shareholder Circular.

It should be noted that in the event that the Exchange Ratio calculation produces a fractional share, the resulting figure will be rounded down to the nearest share. SABB shall aggregate all fractional entitlements and sell, based on the shares market price at the time, the corresponding SABB shares on behalf of all Alawwal bank Shareholders who would otherwise have been entitled to receive a fractional SABB share in the market for cash, and subsequently distribute the net cash proceeds to such Alawwal bank Shareholders proportionate to their respective fractional entitlements within a period not exceeding thirty (30) days from Completion (as defined in the Shareholder Circular). Any expenses in relation to the sale of fractional shares, will be paid from the proceeds of such sale.

Comments