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National Commercial Bank (NCB) said today an extraordinary general assembly meeting will be held on March 1, to discuss the planned merger with Samba Financial Group, according to a bourse statement.
NCB shareholders will discuss amending the bank's statute to be in line with the proposed merger. They will also vote on the merger with Samba, through the issuance of 0.739 new shares in NCB for each share in Samba. They will also endorse the merger agreement signed between the two sides on Oct. 11, 2020.
Shareholders will also vote on the increase of NCB's share capital from SAR 30 billion to SAR 44.780 billion.
The bank received earlier today the approval of the Capital Market Authority on increasing capital through the issuance of 1,478 million ordinary shares for the planned merger.
NCB and Samba received on Feb. 1, 2021, the approval of the Saudi Central Bank (SAMA) for the merger and a number of relevant matters. The two banks also received, on Jan. 28, 2021, the approval of the General Authority for Competition (GAC) for the planned economic concentration.
In October 2020, NCB entered into a legally binding merger agreement with Samba, under which both banks agreed to take the necessary measures to implement a merger pursuant to the Companies Law, as well as the merger and acquisition regulations issued by the capital market authority, Argaam reported.
The merger is expected to be carried out in the first half of 2021.
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Details of Capital Increase |
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Current capital |
SAR 30 bln |
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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 |
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