The General Assembly of Kuwait Finance House (KFH) approved the acquisition of the Ahli United Bank – Bahrain.
The general meeting, launched with an attendance rate of 83.19 percent, reviewed a proposal to acquire 100 percent of the shares of “United Bahrani”, where the approval is by the majority of the number of shareholders present , in the presence of representatives of government agencies contributing to the bank.
KFH obtained the approval of the Central Bank of Kuwait and the Competition Protection Authority on the acquisition, followed by the approval of the Central Bank of Bahrain, subject to a number of conditions.
It also approved the board of directors’ recommendation to increase the bank’s issued and paid-up capital by issuing a maximum number of 4.2 billion shares at nominal value.
The shares are allocated to the shareholders of Bahrain’s Ahli United on the day determined in accordance with the procurement procedures, according to an exchange price of 2,695 shares of the United for one share of KFH.
The Meeting authorized the Board of Directors to determine the date of implementation of the decision.
Al-Marzouq: We care about the interests of KFH shareholders… and the exchange price is fair
In his speech, the chairman of the board of the Bank Hamad Al-Marzouq said that the acquisition strategy is not a novelty, and we have worked with international consultants to find out the developments of the process.
He explained that “The Bahraini United” previously made 9 qualitative acquisitions, while noting that it is the strong banks that support the economy.
He added that the interests of the bank’s shareholders are our primary concern, pointing out that the acquisition objectives are achievable, noting that transparent mechanisms are being followed to meet the requirements in accordance with the Capital Markets Authority Act.
He explained that the exchange rate is fair and we recommend shareholders to adopt it.
He pointed out that the acquisition of Bahrain United will not be the last acquisitions of Kuwait Finance House, and we will continue to expand regionally and globally.
He explained that the bank will be the sixth regionally, while pointing out that the new entity will have a significant economic and financial impact.
Al-Marzouq said: “I have no contributions to Al-Ahly United, all my investments and shares are in your house, and today I work in your house.”
In response to the participants’ questions, Al-Marzraq explained that the Bahraini United Bank has contributions to bank investments in Libya and Iraq, which collectively represent less than 1.5 percent of the bank’s profits.
He referred to the Egyptian market as a promising market, and many banks are interested in it, such as Al-Watani and Al-Ahly, pointing to the desire to participate in the issue that the Egyptian government is preparing for it.
He stated that Egypt has 100 million people and represents a fertile country for investment.
Al-Marzouq denied the existence of any contributions by Ahli United Bank in Iranian banks, as reported, indicating that Al-Muttahed contributes to Bahraini banks, including a 22 million Bahraini stake in the Future Bank, which we estimate left 15 years ago. .
In response to a question by one of the shareholders about the increase of KFH’s capital to implement the takeover of the Bahraini bank and whether it will be a burden on the bank, Al-Marzouq said: “If the capital with 46 percent will increase, the bank’s profits will be paid by 63 percent.
Al-Saadoun: KFH’s acquisition of “United” has positive repercussions on the shareholder and the economy
For his part, Jassem Al-Saadoun, Chairman of the Board of Directors of Al-Shall Center for Financial and Economic Consultations (Procurement Advisor), confirmed that the incubation environment for the Kuwait Finance House and the Bahraini United Company has improved.
Al-Saadoun reviewed the procurement file and its repercussions on the shareholders and the national economy, adding that about 15 advisers handled the procurement file, and all of them approved and confirmed that the process was feasible and positive, and that they had no reservations not. .
4 consultants continued their due diligence and noted that the Kuwaiti economy would benefit from the acquisition transaction.
He pointed out that the benefit to KFH shareholder will be shown by higher profitability multipliers.
Al-Saadoun stated that government and public institutions will not lose control of the new entity that will lead to Baytak’s acquisition of the Bahraini United.
He explained that the share of these entities will only decrease from 46 percent to 38.16 percent of the new entity.
He referred to the repercussions of the share’s performance, as he explained that the portfolio of the social insurance institution in your home, for example, since the beginning of this July, has recorded market returns of about 69 million dinars.
He pointed out that Ahli United Bank increased its market value during that period.
The meeting’s agenda included:
1 – Review and approval of the report of the Board of Directors on the acquisition of Ahli United Bank and its annexes.
2 – Approval of the board of directors’ recommendation to acquire shares representing up to 100 percent of Ahli United Bank’s capital by exchanging shares at the exchange rate of one share of Kuwait Finance House shares in exchange for 2,695 Ahli United Bank shares , and the implementation of this decision pending is that Acquisition will take place by exchanging shares at the specified rate and authorizing the Board of Directors or whoever it authorizes or assigns to carry out all the procedures related thereto and to make the acquisition offer to submit and the related procedures.
3- Approval of the Board of Directors’ recommendation to increase the issued and paid-up capital of KFH by issuing a maximum number of 4,200,000,000 (four thousand two hundred million shares) at the nominal value of the share (with the authorization of the Board of Directors ) of Directors to sell the fractional shares) and allocation These shares are for the shareholders registered in the Ahli United Bank shareholder register on the day determined in accordance with the procedures for carrying out the acquisition based on the exchange price of one share of Kuwait Finance House shares for 2,695 Ahli United Bank shares with the authorization of the Board of Directors to deal with the fractional shares, and the authorization of the Board of Directors in determining the date of execution of the decision and the issuance of the capital increase shares and taking all necessary measures to implement the capital increase in light of the date stated specified by the Board of Directors to implement the acquisition.
4- Authorization of the board of directors or whoever authorizes or instructs it to do so – without re-hosting the extraordinary general meeting – after the acquisition has actually been implemented in determining the number and value of the issued and paid-up capital shares and the amendment of the wording of Articles (8) of the Deed of Incorporation and (7) of the system Statutes and relisting of these in the Deed of Incorporation, Statutes and all official records in light of the actual number of shares issued to Ahli United Bank shareholders.