FIMBank plc – Offer by Burgan Bank, Kuwait and United Gulf Bank, Bahrain
FIMBank p.l.c. announced that it has received a joint offer (the "Offer") by Burgan Bank S.A.K. and United Gulf Bank B.S.C..
Burgan Bank S.A.K. is licensed by the Central Bank of Kuwait and is formed under the laws of Kuwait ("Burgan"). United Gulf Bank B.S.C. is licensed as a conventional wholesale bank by the Central Bank of Bahrain and is formed under the laws of Bahrain ("UGB"). Both Burgan and UGB form part of the Kuwait Projects Company ("KIPCO") Group, which has diverse and significant investments in the Middle East and North Africa regions (please refer to ‘Notes to Editors’ below for more information on Burgan, UGB and KIPCO).
The Offer provides for a comprehensive approach culminating in a rights issue to increase the Bank’s capital and in Burgan and UGB potentially acquiring a controlling interest in the Bank.
Initially, Burgan and UGB will acquire an aggregate of 37.56% of the Bank’s capital through a combination of debt-to-asset swap as well as an outright acquisition, both with Massaleh Investments K.S.C.C..
Concurrently, UGB will provide a loan of USD 60 million to the Bank which may, at UGB’s option, be converted into newly issued listed shares of the Bank. The convertible loan is divided into two equal tranches, the first of which will be convertible at a price of USD 0.83 per share and the second tranche will be convertible at a price equivalent to the book value of the ordinary shares of the Bank, based on the latest published audited financial statements before such conversion, which conversion price shall however be capped at USD 0.90 per share. UGB is also expected to launch a bid to all the shareholders of the Bank for all of their shares as part of the process.
At the end of this multi-step approach the Bank will launch a rights issue to raise a minimum of USD 100 million on terms that would eventually have to be determined and announced by the Bank. In terms of the Offer each of UGB and Burgan has undertaken to subscribe in full to all the new ordinary shares to which it will be entitled under the said rights issue.
The Offer stipulates that UGB and Burgan shall not require or implement any material changes to the Bank’s current business model as a trade finance specialist while the Bank shall not issue any new shares, except for current Executive Share Options, that may dilute UGB’s or Burgan’s proposed shareholding.
The Offer is subject to satisfaction of a number of conditions including that all necessary regulatory and corporate approvals are obtained, including in Malta, Bahrain, and Kuwait.
The Board of Directors of FIMBank p.l.c. met on 21 November 2012 to consider this Offer (the "Board Meeting"). After having considered this Offer, the Board of Directors has resolved to recommend that certain issues relating to the Offer be presented to an Extraordinary General Meeting of the shareholders of the Bank for their consideration.
Extraordinary General Meeting
FIMBank p.l.c. announces that pursuant to the Offer and the Board Meeting, it shall be convening an Extraordinary General Meeting (or "Meeting") on 31 January 2013 for the purpose of considering certain issues pertaining to the Offer.
In terms of the provisions of Listing Rule 12.14, et seq. a shareholder or shareholders holding not less than 5% of the voting issued share capital of the Bank may:
i. request the Bank to include items on the agenda of the Meeting, provided that each item is accompanied by a justification or a draft resolution to be adopted at the same Meeting; and
ii. table draft resolutions for items included in the agenda of the Meeting.
To view the official company announcement, click here.