Friday 26 / July / 2024
Muscat: This is an announcement of an offer (the offer) to all of the shareholders (together the ABO shareholders and each an ABO shareholder) of Ahli Bank SAOG (ABO) by Bank Dhofar SAOG (the offeror) to acquire the entire issued share capital of ABO (the issued capital) pursuant to the takeover and acquisition regulation (e/2/2019) (the takeover regulation) this announcement is dated June 11, 2023.
Offer details
The Offeror: Bank Dhofar SAOG, a public joint stock company incorporated under the laws of Oman with commercial registration number 1291106 and its registered office at P.O. Box, 1507, Postal Code 112, Ruwi, Muttrah, Oman.
The Trust: A joint account registered with Muscat Clearing and Depository SAOC (MCD) established by shareholders of the Offeror to act in concert with the Offeror with respect to the Offer in order to pay part of the Cash Consideration in return for the registration of the relevant ABO shares under the Trust
The Target: ABO, a public joint stock company registered in Oman with commercial registration number 1558560 and its registered office at Muscat Governorate / Muttrah / Alwattayah, Postal Code 116, PO Box 545, Oman.
The Offer Opening Date: A date to be agreed with the Capital Market Authority (CMA) pursuant to the Takeover Regulation.
The Offer Closing Date: A date to be agreed with the CMA pursuant to the Takeover Regulation.
Record Date (for purpose of the Offer): The day prior to the Offer Opening Date.
Offer: The offer by the Offeror to all of the ABO Shareholders to acquire the Issued Capital.
Consideration Shares: 1.2910 newly issued ordinary shares in the Offeror per ABO share, valuing each ABO share at OMR0.223 based on the Offerors share price as at 8 June, 2023 (i.e. the closing share price as at last trading day immediately before the date of this Offer announcement).
Cash Consideration: OMR0.215 per ABO share.
Choice of Consideration: Any ABO Shareholder who as at the date of this Offer announcement:
* (i) is a Sharia-compliant juristic shareholder or is a subsidiary of a Sharia-compliant juristic shareholder; and (ii) holds a valid Sharia investment licence (the All Cash Acceptance Qualification), has the option to elect to receive up to 100% of its consideration as Cash Consideration to reflect its (or its parent shareholder’s, as the case may be) de jure inability to receive shares in a conventional bank (as at the Record Date, it is understood that only Ahli United Bank meets the All Cash Acceptance
Qualification); or does not meet the All Cash Acceptance Qualification, has the option to elect to receive consideration for up to 25% of their shares in ABO as Cash Consideration and the rest of the consideration for their shares in ABO will be paid in the form of Consideration Shares.
Mechanism to Fund the Cash Consideration: Any Cash Consideration due to any ABO Shareholder who:
* meets the All Cash Acceptance Qualification and elects to receive consideration for up to 100% of its shares in ABO as Cash Consideration, shall be funded by the Offeror from internal liquidity and capital sources; or
* does not meet the All Cash Acceptance Qualification and elects to receive consideration for up to 25% of their shares in ABO as Cash Consideration, shall be funded by the Offeror and/or the Trust from internal liquidity and capital sources.
Offer Rationale: With total assets of over OMR4.6 billion as at 31 March, 2023, the Offeror has a strong presence in corporate banking, consumer banking, treasury and project finance in Oman. The Offeror continuously evaluates avenues for accelerating its growth, advancing its customer service, attracting and developing talent, and ultimately creating better shareholder returns.
The Offeror has determined that attaining a larger scale through a combination with another bank would facilitate achieving all of these objectives. More specifically, a combination of the Offeror and ABO is a compelling opportunity to:
* create a leading domestically-focused Omani bank with a robust competitive position, well placed to serve the entirety of the market with leading market positions across a number of customer segments;
* combine the banks’ highly complementary activities and expertise across retail, corporate and Islamic banking for the benefit of the combined group and its customers;
* provide career development opportunities for both banks’ employees;
* provide opportunities to create value for both sets of shareholders, notably through an improvement in the combined group’s cost of funds; and
* provide enhanced liquidity for both sets of shareholders.
All in all, the proposed transaction offers an immensely attractive opportunity for shareholders of both entities to benefit from value creation with significant synergy possibilities and to participate in the long-term growth story, whilst ensuring a strong and well capitalised bank on day one.
Other details
Voting shares in ABO already held by the Offeror and the Trust: The Offeror and the Trust, respectively, hold no voting shares in ABO as of date of this of this Offer.
Existing or proposed arrangements between the Offeror and the ABO Shareholders: An ABO Shareholder, who meets the All Cash Acceptance Qualification and holds 35 per cent of the Issued Capital, has agreed to sell its shares to the Offeror in return for all Cash Consideration in accordance with the terms of a share purchase agreement entered into between the Offeror and such ABO Shareholder dated on or around the date of this Offer.
Acceptance of offer – terms, conditions, & procedure
Notice Procedure: Only an electronic copy of this announcement and the Offer document will be emailed to ABO Shareholders based on MCD data and will be available on the Offeror's and the CMAs websites.
Acceptance Form: The acceptance form to be used by ABO Shareholders to submit their acceptance of the Offer pursuant to the terms of the Offer document will be sent to each ABO Shareholder through email. The acceptance form will also be available on the Offeror's and the CMA's websites.
Procedure for acceptance of offer by ABO Shareholders: 1. In order to accept the Offer, the ABO Shareholders are required to:
i. send the Acceptance Form duly completed and signed, delivered to the Offer Manager at the address below,
or alternatively,
ii. send an email to the Offer Manager at [email protected] clearly providing their selected option, on or before 2 pm on the Offer Closing Date. Please ensure that the Acceptance Form (or email) clearly specifies the ABO Shareholder's choice of one of the following consideration options: (i) all Consideration Shares, (ii) all Cash Consideration or (iii) a combination of Consideration Shares and Cash Consideration and attach the requisite documents (as set out below).
2. Completed Acceptance Form / Email once submitted cannot be revoked by ABO Shareholders.
3. The Offer will remain open for acceptance for a period to be agreed with the CMA pursuant to the Takeover Regulation, during business hours i.e. 8 am – 2 pm. Acceptances received after working hours on the Offer Closing Date shall not be entertained.
Required Documents: 1. Acceptance Form or email furnished by the ABO Shareholder(s) without the requisite documents may be rejected by the Offer Manager as being incomplete and invalid.
2. Acceptance Form or email must be accompanied by the following documents:
For Individual Applicants:
* A copy of Omani ID for Omani national ABO Shareholders and passport copy for non-Omani national ABO Shareholders.
* Birth Certificate of the minor ABO Shareholder, if father is accepting on behalf of his minor children.
* A copy of valid power of attorney duly endorsed by the competent legal authorities must be included in the event the acceptance is on behalf of another person (with the exception of an acceptance made by a father on behalf of his minor children).
For Corporate Applicants:
* a certified copy of a board or shareholder resolution authorising persons to accept the Offer with specimen signatures of such authorised persons; and
* if electing to receive all Cash Consideration, a certified copy of the valid Sharia investment licence of the ABO Shareholder or its parent company (as the case may be).
Acceptance by the Offeror: The acceptance by the Offeror and the Trust of the ABO shares tendered by the ABO Shareholders and settlement is subject to the following
Conditions:
* Unless elected otherwise by the Offeror and the Trust, the Offer receiving the minimum threshold acceptance (75 per cent. of the Issued Capital).
* Receipt of approval of the final Offer result from of the CMA and CBO.
* The settlement for the tendered ABO shares not contravening any applicable laws and regulations.
* The letter/form of acceptance being duly and validly completed along with the required documents and submitted to the Offer Manager on or before the Offer Closing Date.
* The person accepting the Offer being a valid ABO Shareholder.
* The Offeror and the Trust not withdrawing the Offer in accordance with the provisions of the Takeover Regulation.
Payment of Cash Consideration to ABO Shareholders: The Offer Manager will notify the eligible ABO Shareholders regarding acceptance of the Offer and arrange to make payment by bank draft / pay order / cheque / bank transfer in favour of the ABO Shareholder within 10 (ten) days of the Offer Closing Date net of Muscat Stock Exchange (MSX)/MCD fees or charges, as applicable.
No interest, mark-up, surcharge, tax or other increment will be payable for any cause or reason on the aggregate price for the ABO shares purchased by the Offeror or the Trust from any ABO Shareholder for any cause or reason.
Issue of Consideration Shares to ABO Shareholders: The Offer Manager will notify the eligible ABO Shareholders regarding acceptance of the Offer and the Offeror will arrange to issue the relevant number of shares and the MCD will register such shares to securities accounts of the respective ABO Shareholders, within 14 (fourteen) days of the Offer Closing Date net of MSX/MCD fees or charges, as applicable.
No interest, mark-up, surcharge, tax or other increment will be payable for any cause or reason on the aggregate price for the ABO shares purchased by the Offeror or the Trust from any ABO Shareholder for any cause or reason.
