Shareholders of National Commercial Bank (NCB) and Samba Financial Group will vote today, March 1, 2021, on merger of the banks, during their respective extraordinary general meetings (EGM).
The merger will be implemented in accordance with Articles 191 to 193 of the Companies Law through issuing 0.739 shares in NCB for every Samba share.
Shareholders will also vote on increasing NCB's capital from SAR 30 billion to SAR 44.78 billion, as per the merger agreement. The capital increase will be implemented when the merger becomes effective in accordance with the Companies Law and merger agreement.
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Details of Capital Increase |
|
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Current capital |
SAR 30 mln |
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No. of shares |
3 bln shares |
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Post-increase capital |
SAR 44.78 bln |
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No. of shares post-increase |
4.48 bln shares |
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Increase |
49.3% |
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Purpose of increase |
Merge Samba Financial Group into NCB through transferring the former's assets and liabilities to the latter under share swap. |
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Increase method |
The issuance of 1,478 million ordinary shares for the planned merger, and transfer of Samba's assets and liabilities to NCB through the swap agreement. |
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Swap co-efficient |
Samba shareholders will receive 0.739 share in NCB for each owned share in Samba. |
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Stake of Samba shareholders post-increase |
33% of the merging bank's capital |
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Stake of NCB shareholders post-increase |
67% of the merging bank's capital |
The 30-day creditors objection period will begin if shareholders of both banks approve the merger, in the first or second extraordinary general meeting (EGM).
The merger will be implemented if the creditors do not object and Samba shares will be suspended as of April 1, 2021. The consideration shares will be listed on Tadawul and allocated for the shareholders of Samba, registered in the shareholders’ register at the end of the second trading period following the effective date.
Samba shares will be delisted within a period of no less than the third trading period and not exceeding the sixth trading period after the effective date.
Moreover, Samba’s commercial registration certificate will be canceled within a period of 30 days maximum from the effective date, which is expected to take place on Apr. 29, 2021.
Under the merger agreement, the merging bank will be the Kingdom’s biggest lender, accounting for almost 25% of the retail and commercial banking sectors with total assets of SAR 896 billion.
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A Look at the Merged Bank’s Financial Position for FY 2020 |
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Assets |
SAR 896 bln |
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Customer deposits |
SAR 624 bln |
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Loans |
SAR 503 bln |
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Loans/deposits ratio |
80.55% |
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Operating income |
SAR 30.88 bln |
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Net profit |
SAR 15.65 bln |
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Combined shareholders’ equity |
SAR 127 bln |
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