BankDhofar revised offer announcement to acquire 100% of ahlibank shares

Business Saturday 08/July/2023 17:38 PM
By: Times News Service
BankDhofar revised offer announcement to acquire 100% of ahlibank shares

Muscat: This is an announcement of a revised offer (the offer) to all of the shareholders (together the ABO shareholders and each an ABO shareholder) of ahlibank SAOG (ABO) by Bank Dhofar SAOG (the offeror) acting in concert with a trust established by the offer or 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 5 July 2023.
The Offeror: Bank Dhofar SAOG, an Omani 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 number of ABO shares under the Trust.
Offer Rationale: With total assets of over OMR 4.6 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;
•    optimimise its organisation to create efficiencies and 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 capitalized bank on day one.

Offer details
Consideration Shares:1.2910 newly issued ordinary shares in Bank Dhofar (the Offeror) per ABO (the Offeree) share, valuing each ABO share at OMR 0.223 based on the Offeror's share price as at 8 June 2023.
Cash Consideration: OMR 0.215 per ABO share. The Cash Consideration shall not exceed in aggregate OMR 215 million, being 51.3% of the value of the Issued Capital (which, based on a cash offer of 0.215 per ABO share, gives the Issued Capital an implied value of OMR 420 million) (the Cash Cap).
Choice of Consideration: Any ABO Shareholder has the option to elect to receive either:
•    100% of its consideration as Consideration Shares;  or
•    100% of its consideration as Cash Consideration, subject to the Cash Cap.

The Cash Cap shall be applied in the following order of priority and on a paripassu basis:
•    firstly, to 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 Cash Acceptance Qualification), to reflect its (or its parent shareholder’s, as the case may be) de jure inability to receive shares in a conventional bank; and
•    secondly, to any other ABO Shareholder who elects to receive 100% Cash Consideration and in the event such ABO Shareholders elect to receive an amount of Cash Consideration which, when aggregated with the amount of Cash Consideration elected to be received by any ABO Shareholder who meets the Cash Acceptance Qualification exceeds the Cash Cap, the rest of the consideration for their shares in ABO will be paid in the form of Consideration Shares on a pro rata basis in accordance with the percentage of shares they hold in the Issued Capital.
Mechanism to Fund the Cash Consideration: Any Cash Consideration due to any ABO Shareholder shall be funded by the Offeror and/or the Trust from internal liquidity and capital sources.

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 Offer.
Existing or proposed arrangements between the Offeror and the ABO Shareholders: The Offeror and certain major ABO Shareholders (representing over 74 per cent. of the shares in ABO) have reached an understanding on their response to the Offer and relating to their voting requirements, through either share purchase agreements, shareholder undertaking letters, or letters of support (as the case may be) prior to 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 shared with ABO Shareholders based on MCD data and will be available on the Offeror's and the CMA's 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 by the MCD. 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 send the Acceptance Form duly completed, signed and:
i.    delivered to the Offer Manager at the address below:
Attn: Parag Mathur
Investment Banking
P.O. Box, 1507, Postal Code 112, Ruwi, Muttrah, Oman
+968 2265 2199
or alternatively,
ii.    emailed to the Offer Manager at or
on or before 2 pm on the Offer Closing Date.

Please ensure that the Acceptance Form clearly specifies the ABO Shareholder's choice of one of the following consideration options: (i) 100% Consideration Shares or (ii) 100% Cash Consideration and attach the requisite documents (as set out below).
2.    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 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 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 copy of a board or shareholder resolution authorising persons to accept the Offer with specimen signatures of such authorized persons; and
•    if relevant, 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 an extraordinary general meeting of the Offeror.
•    Receipt of approval of the final Offer result from 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.