AHLI UNITED BANK B.S.C. OFFEREE BOARD CIRCULAR DATED 15 AUGUST 2022
THIS OFFEREE BOARD CIRCULAR ("CIRCULAR") IS IMPORTANT AS IT CONTAINS THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS OF AHLI UNITED BANK B.S.C. ("AUB" OR THE "OFFEREE") AND THE ADVICE OF THE PROFESSIONAL INDEPENDENT ADVISER. THIS CIRCULAR REQUIRES YOUR IMMEDIATE ATTENTION.
PLEASE READ IT CAREFULLY.
Prior to making a decision, each recipient of this Circular is responsible for obtaining independent advice for considering the appropriateness of the Offer with regard to their respective objectives, financial situation and investment needs. If you are in doubt about any aspect of this Circular and/or the Offer, you should consult a licensed securities dealer or licensed institution in securities, a bank manager, solicitor or attorney, professional accountant, or other professional advisers.
If you have sold or transferred all your shares in AUB, you should immediately forward this Circular together with the Offer Document to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee.
AHLI UNITED BANK B.S.C.
(Incorporated in the Kingdom of Bahrain under Commercial Registration No.: 46348)
CIRCULAR TO SHAREHOLDERS OF AHLI UNITED BANK B.S.C.
in relation to the
VOLUNTARY CONDITIONAL OFFER TO ACQUIRE UP TO 100% OF THE ISSUED AND PAID UP ORDINARY SHARES OF
AHLI UNITED BANK B.S.C. BY WAY OF A SHARE SWAP AT AN EXCHANGE RATIO OF 2.695 AUB SHARES
FOR 1 NEW KFH SHARE
BY
KUWAIT FINANCE HOUSE K.S.C.P. ("KFH")
PROFESSIONAL | LEAD INTERNATIONAL | ISSUE ADVISOR | LEGAL ADVISOR TO |
INDEPENDENT ADVISER | LEGAL ADVISOR TO | AHLI UNITED BANK B.S.C. | |
AHLI UNITED BANK B.S.C. | AS TO BAHRAINI AND | ||
KUWAITI LAW |
Citigroup Global Markets Limited | Linklaters LLP | KPMG Fakhro, Bahrain | ASAR - Al Ruwayeh & Partners |
DISCLAIMER STATEMENT
THE CENTRAL BANK OF BAHRAIN, THE BAHRAIN BOURSE AND THE MINISTRY OF INDUSTRY AND COMMERCE, IN THE KINGDOM OF BAHRAIN, ASSUME NO RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THE STATEMENTS AND INFORMATION CONTAINED IN THIS CIRCULAR AND EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY LOSS, HOWSOEVER ARISING, FROM THE RELIANCE UPON THE WHOLE OR ANY PART OF THE CONTENTS OF THIS CIRCULAR.
Ahli United Bank B.S.C.
Building 2495, Road 2832,
Al Seef District 428, P.O. Box 2424, Manama, Kingdom of Bahrain Telephone: (973) 17 585858 Facsimile: (973) 17 580569 Email: info@ahliunited.com www.ahliunited.com
AHLI UNITED BANK B.S.C.
AHLI UNITED BANK B.S.C.
(Incorporated in the Kingdom of Bahrain under Commercial Registration No.: 46348)
OFFEREE BOARD CIRCULAR
01
AHLI UNITED BANK B.S.C.
DIRECTORS' DECLARATION
THE DIRECTORS OF AUB ISSUING THIS CIRCULAR, WHOSE NAMES APPEAR IN THIS CIRCULAR, JOINTLY AND SEVERALLY ACCEPT FULL RESPONSIBILITY FOR THE ACCURACY OF INFORMATION CONTAINED IN THIS CIRCULAR INCLUDING THE APPENDICES. TO THE BEST OF THE KNOWLEDGE AND BELIEF OF THE DIRECTORS, WHO HAVE TAKEN ALL REASONABLE CARE TO ENSURE THAT SUCH IS THE CASE, THE INFORMATION CONTAINED IN THIS CIRCULAR IS IN ACCORDANCE WITH THE FACTS AND CONTAINS NO OMISSIONS LIKELY TO AFFECT THE IMPORTANCE AND COMPLETENESS OF THIS CIRCULAR.
STATEMENT FROM THE BOARD OF DIRECTORS OF AHLI UNITED BANK B.S.C.
This Circular has been prepared by Ahli United Bank B.S.C. to provide information to its shareholders in connection with the Offer made by Kuwait Finance House K.S.C.P. to acquire up to 100% of the issued and paid up ordinary shares of Ahli United Bank B.S.C. by way of a share swap at an exchange ratio of 2.695 AUB Shares for 1 New KFH Share.
IN ACCORDANCE WITH THE TAKEOVERS, MERGERS AND ACQUISITIONS MODULE OF THE CENTRAL BANK OF BAHRAIN RULEBOOK VOLUME 6, THE RECOMMENDATIONS TO THE SHAREHOLDERS IN RELATION TO THE OFFER CONTAINED IN THIS CIRCULAR HAVE BEEN MADE BY THE BOARD OF DIRECTORS, WHOSE MEMBERS HAVE NO DIRECT OR INDIRECT PERSONAL INTEREST WHICH WOULD PREVENT ANY OF THEM FROM PROVIDING THIS CIRCULAR, NOTING THE DISCLOSURES IN PARAGRAPH 6 OF APPENDIX A.
This Circular has been filed with the Central Bank of Bahrain in the Kingdom of Bahrain, in accordance with the requirements of Central Bank of Bahrain Rulebook Volume 6, Takeovers, Mergers and Acquisitions Module.
The information in this Circular regarding the Offeree has been provided by the Offeree. The Professional Independent Adviser, the Legal Advisors and the Issue Advisor make no representation or warranty, express or implied, as to the accuracy, completeness or verification of such information, and nothing contained in this Circular is, or shall be relied upon as, a promise, representation, or recommendation to any recipient of this Circular, whether as to the past or the future, in connection with the Offeree or this transaction, by the Professional Independent Adviser, the Legal Advisors and the Issue Advisor.
The Professional Independent Adviser is acting exclusively for the Offeree as financial adviser and for no one else in connection with this transaction, and will not regard any other person (whether or not a recipient of this Circular) as a client in relation to this transaction and will not be responsible to anyone other than the Offeree for providing the protections afforded to its clients nor for providing advice in relation to this transaction or any other matter referred to in this Circular. Neither the Professional Independent Adviser or any of its subsidiaries, branches or affiliates, nor any of their respective directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise), and accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, to any person who is not a client of the Professional Independent Adviser in connection with the contents of this Circular or any other matter referred to in this Circular.
The information in this Circular pertaining to KFH has been prepared in good faith based on publicly available information. Consequently, the Offeree, the Professional Independent Adviser, the Legal Advisors and the Issue Advisor do not accept any liability for the accuracy, completeness or verification of the information in this Circular regarding KFH. The Board of Directors of Ahli United Bank B.S.C. hereby declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Circular is, to the best of its knowledge, in accordance with the facts and contains no material omissions.
02
AHLI UNITED BANK B.S.C.
Board of Directors of Ahli United Bank B.S.C.:
Name of Director | Title | Signature |
Mr. Meshal AbdulAziz Alothman | Chairman | |
Mr. Mohammad Fouad Al-Ghanim | Deputy Chairman | |
Mr. Khalid Mohamed Najibi | Board Member | |
Mr. Abdulghani M.S.Y Behbehani | Board Member | |
Mr. Ahmad Ghazi Al-Abduljalil | Board Member | |
Mr. Abdullah Al Mudhaf | Board Member | |
Mr. Jamal Abdel Razzaq Al-Naif | Board Member | |
03
This is an excerpt of the original content. To continue reading it, access the original document here.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Ahli United Bank BSC published this content on 15 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 August 2022 05:12:04 UTC.
