DUBAI, UAE: GFH Financial Group has expressed intention to make an offer to acquire up to 187.589 million ordinary shares representing 21.03% stake in Khaleeji Commercial Bank. This acquisition will result in GFH owning 100% of Khaleeji.
GFH (acting in concert together with its subsidiary, KHCB Asset Company) holds 616.057 million shares representing 69.06% of the issued share capital of Khaleeji Commercial Bank.
The offer will be made for up to 187.589 million ordinary shares of Khaleeji (constituting voting rights), not currently owned by GFH, of BHD 100 fils each, representing up to 21.03 per cent stake of Khaleeji’s issued and paid up share capital.
The consideration for the offer is shares in GFH at a share exchange ratio of 0.914 GFH shares per Khaleeji Commercial Bank Share. The offer price was determined by GFH based on its assessment of Khaleeji’s financial information available to public and its financial performance.
It is envisaged that the offer will be implemented by way of a voluntary conditional offer to the shareholders of Khaleeji by GFH.
Acceptances are received from Khaleeji’s shareholders in respect of at least 168.83 million shares representing 18.93% of the entire issued share capital of Khaleeji Commercial Bank, which would result in total ownership by GFH of at least 87.98% of the total issued share capital of Khaleeji, represented by 784.88 million shares.
GFH intends to maintain Khaleeji Bank’s commercial registration and vocation as an Islamic retail bank. Khaleeji Commercial Bank will continue to operate under its normal course of business and maintain its operations as a subsidiary of GFH.
On completion of the acquisition; if GFH obtains 90% or more of the acceptances of the outstanding Khaleeji shares subject to the voluntary conditional offer by GFH, and consequently exercises its right of compulsory acquisition, Khaleeji Bank will delist from the Bahrain Bourse, and if GFH obtains less than 90% acceptances of the outstanding Khaleeji shares subject to the voluntary conditional offer, the bank’s shares may be subject to voluntary delisting from the Bahrain Bourse.
Commercial Banking provides stability to GFH’s profitability and risk profile, and hence is considered a key pillar to GFH’s strategic growth plan.
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