FIMBank Directors meeting today on controlling stake bid
FIMBank’s Board of Directors will meet today to discuss the joint offer received by FIMBank from United Gulf Bank B.S.C. (UGB) and Burgan Bank S.A.K. (Burgan) for a joint voluntary bid with the intention of acquiring a controlling interest in FIMBank.
The Directors will discuss the bid and the effects of implementation of the bid on employment, conditions of employment and the locations of the company’s places of business.
UGB and Burgan offered to purchase and acquire all issued ordinary shares in FIMBank that are not already held by them. The shares have a nominal value of US$0.50 per share and the Offer Price is US$0.95 per share.
In determining the offer orice, UGB and Burgan considered in particular the net asset value per share in FIMBank with reference to the net assets as reported in the Condensed Interim Financial Statements of FIMBank as at June 30, 2013, and divided by the number of shares in issue in FIMBank as at that date. The offer price represents a premium of US$0.1348 over the net asset value per share in FIMBank.
On March 13, 2012, FIMBank had announced that it was informed by its then largest shareholder,
Massaleh Investments K.S.C.C. of Kuwait that it had granted Burgan the right to acquire its holding in FIMBank of 52,948,867 shares, then equivalent to 38.8% of FIMBank’s issued share capital.
On its part, Burgan had informed FIMBank’s Board of Directors of its intention to inject new equity in
FIMBank to increase its prospective holding to above 50 per cent of FIMBank’s issued share capital, at terms and conditions that were to be presented to the FIMBank Board for its evaluation and consideration.
Following discussions between UGB and Burgan, they decided to make a joint offer to FIMBank in November 2012 adopting a multi-step approach culminating in a rights issue to increase FIMBank’s capital and in Burgan and UGB potentially acquiring a controlling interest in the bank. It was announced at the time that initially, the banks would acquire an aggregate of 37.56 per cent of FIMBank’s capital through a combination of debt-to-asset swap as well as an outright acquisition, both with Massaleh.
Following shareholder approval, on May 29 and 31, 2013, the Malta Financial Services Authority confirmed that it has no objection in terms of the Banking Act to the multi-step approach presented in the joint offer made to FIMBank in November 2012.
On May 30, 2013, FIMBank announced that it was informed that a share purchase agreement had been entered into between Massaleh and Kuwaiti Interests for Development Holding Co. on the one hand, and Burgan and UGB on the other hand, in terms of which the parties agreed that, subject to satisfaction of a number of conditions, Burgan would acquire 35,000,000 ordinary shares in FIMBank and UGB would acquire 17,948,867 ordinary shares in the FIMBank.
Burgan and UGB acquired these shares on June 20, 2013, so that Burgan became the holder of 24.49% and UGB became the holder of 12.56% of the ordinary shares in FIMBank. A Convertible Loan Agreement between UGB and FIMBank, together with other attendant documents, was also signed on June 20, 2013.
Following the disbursement by UGB of the first USD 30 million tranche under the Convertible Loan, FIMBank announced that it had received notice from UGB to exercise its option to convert the first tranche under the Convertible Loan including any interest accrued up to July 29, 2013, into 36,254,567 new ordinary shares in FIMBank that would increase UGB’s holding in FIMBank to 30.25 per cent, therefore having an aggregate shareholding with Burgan of 49.78 per cent.