REG - United Bank Limited - Public Announcement to acquire Samba Bank Limited

United BankAnnouncement

04/02/2022 11:50

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RNS Number : 7681A  United Bank Limited  04 February 2022

Secretary's Department

SD/PSX/MISC-SBL/22

4 February 2022

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building,

Stock Exchange Road,

Karachi

 

Dear Sir,

 

PUBLIC ANNOUNCEMENT OF INTENTION BY UNITED BANK LIMITED (THE "ACQUIRER")

TO ACQUIRE UP TO 84.51% SHARES OF SAMBA BANK LIMITED (THE "TARGET COMPANY")

 

ln accordance with Sections 96 and 131 of the Securities Act, 2015 and Clause
5.6.1 of the Rule Book issued by the Pakistan Stock Exchange Limited, we would
like to inform that AKD Securities Limited, Manager to the Offer, has
submitted the public announcement of intention to acquire up to 84.51% shares
of the Target Company, held by Saudi National Bank, on behalf of the
Acquirer in accordance with the said provisions of the Securities Act, 2015
and the Listed Companies (Substantial Acquisitions of Voting Shares and
Takeovers) Regulations, 2017.

 

Urdu and English version of the enclosed announcement will also be published
on 7 February 2022 in Daily Nawa-i-waqt and Business Recorder.

 

In the light of the above, you may please inform the TRE Certificate Holders
of the Exchange accordingly.

 

Yours faithfully,

 

          Sd/-

Aqeel Ahmed Nasir

Company Secretary &

Chief Legal Counsel

 

Copy to:

 

1.   Executive Director

Public Offering and Regulated Persons Department,

Securities Market Division,

Securities & Exchange Commission of    Pakistan, NIC Building, Jinnah
Avenue, Blue Area, Islamabad, Pakistan.

2.   The Director,

Surveillance, Supervision & Enforcement Department

Securities and Exchange Commission of Pakistan

NIC Building, 63 - Jinnah Avenue, Blue Area Islamabad

3.   London Stock Exchange

 

 

 

 

 

  February 3, 2022

 

 

 Deputy General Manager

 Pakistan Stock Exchange,

 Stock Exchange Building,

 Stock Exchange Road,

 Karachi.

 Executive Director

 Public Offering and Regulated Persons Department,

 Securities Market Division,

 Securities & Exchange Commission of Pakistan,

 NIC Building, Jinnah Avenue, Blue Area,

 Islamabad, Pakistan.

 Chief Executive Officer

 Samba Bank Limited,

 2(nd) Floor, Building # 13-T,

 F-7 Markaz, Near Post Mall,

 Islamabad, Pakistan.

 

Subject: Public Announcement of Intention to acquire up to 84.51% of the
Issued and Paid up Share Capital and control in Samba Bank Limited under
Securities Act, 2015 ("Act") and Listed Companies (Substantial Acquisition of
Voting Shares and Takeovers) Regulations, 2017 ("Regulations")

 

Dear Sirs,

 

We, AKD Securities Limited have been appointed as the Manager to the Offer by
United Bank Limited (the "Acquirer"), in accordance with the provisions of the
Act and the Regulations.

 

On behalf of the Acquirer, we are pleased to submit a Public Announcement of
Intention to acquire up to 852,040,531 ordinary shares of Samba Bank Limited
(the "Target Company") representing 84.51% of the total issued and paid-up
capital together with management control.

 

This Public Announcement of Intention is intended to be published in one
English and one Urdu newspaper on February 7, 2022 in accordance with the
Regulations and the Act.

 

For and on behalf of AKD Securities Limited (Manager to the Offer)

 

Sd/-

_____________________________

Khurram Shahid

Head - Investment Banking

 

 

Encl: Copies of Public Announcement of Intention

 

 

 

 

PUBLIC ANNOUNCEMENT OF INTENTION TO ACQUIRE ATLEAST 84.51% SHARES AND CONTROL
OF

SAMBA BANK LIMITED (THE ''TARGET BANK'')

 

BY

 

UNITED BANK LIMITED

 

(THE "ACQUIRER")

UNDER SECURITIES ACT, 2015

 

 

 

Admonishment: Please note that the public announcement of intention to acquire
voting shares/control of Samba Bank Limited is subject to obtaining the
requisite regulatory approvals including clearance of fit and proper criteria
from the State Bank of Pakistan. The public announcement of intention may be
withdrawn, if the requisite approvals are not granted by the concerned
regulatory authority(ies).

 

 

PART A

 

Brief description of the intended acquisition:

 

 Intended acquisition through  Number of Shares   Percentage (%)
 Agreement(s)                  Up to 852,040,531  Up to 84.51% of the paid-up share capital of the Target Bank
 Public Offer                  To be determined   To be determined after finalisation of the Agreement(s)

 

 

PART B

 

1) Information about the Acquirer(s):

 

a)    Names and Addresses of the Acquirer(s) along with persons acting in
concert, if any.

 

Name and Address of the Acquirer(s):

 

(i) Name: United Bank Limited

               Address: 13(th) Floor, UBL Building, Jinnah
Avenue, Blue Area, Islamabad, Pakistan.

 

 

b)    Name(s) of the ultimate acquirer or the ultimate controlling
shareholder:

 

1            Lord Zameer M. Choudrey, CBE, SI  PK

2            Mr. Dawood Pervez

3            Mr. Rizwan Pervez

 

c)    Name and Address of Manager to the Offer of the Acquirers:

 

                Name: AKD Securities Limited
 
 
 

  Address: 602, Continental Trade Centre, Block 8, Clifton, Karachi, Pakistan

 

d)    Principal areas of business of the Acquirers and relevant experience:
 

 

United Bank Limited (''Bank'') is a banking company incorporated in Pakistan
and is engaged in commercial banking and related services. The Bank operates
1,338 branches inside Pakistan including 145 Islamic Banking branches and 2
branches in Export Processing Zones. The Bank also operates 8 branches outside
Pakistan.

 

The Bank is a subsidiary of Bestway International Holdings Limited (51.6%
shareholding) which is a wholly owned subsidiary of Bestway Group Limited
incorporated in Guernsey.

 

e)    In case the acquirer is a fund / company: Company

 

i.              Name of the CEO and Directors of the Company:

 

UNITED BANK LIMITED:

 

 Name                                  Designation
 Sir Mohammad Anwer Pervez, OBE, HPk   Chairman / Non-Executive Director
 Mr. Shazad Dada                       President & Chief Executive Officer
 Lord Zameer M. Choudrey, CBE, SI, PK  Non-Executive Director
 Mr. Haider Zameer Choudrey            Non-Executive Director
 Mr. Rizwan Pervez                     Non-Executive Director
 Mr. Arshad Ahmad Mir                  Non-Executive Director
 Mr. Amar Zafar Khan                   Independent Director
 Ms. Shazia Syed                       Independent Director
 Mr. Tariq Rashid                      Independent Director

 

 

ii.             Names of substantial shareholders of the
Acquirer:

 

 

 Name                                           Percentage
 Bestway International Holdings Limited (BIHL)  51.60%
 Bestway Cement Limited                         7.65%

 

 

iii.            Date of Incorporation:

 

7(th) November, 1959

 

 

iv.           Jurisdiction of Incorporation:

 

Pakistan

 

 

v.            Authorized and paid-up Capital:

 

Authorised share capital of United Bank Limited is 2,000,000,000 shares of Rs.
10 each, having a value of Rs. 20,000,000,000 in total.

 

Issued, subscribed and paid-up capital of United Bank Limited is 1,224,179,687
shares of Rs. 10 each, having a face value of Rs. 12,241,796,870 in total.

 

f)     Details of companies, where the intended acquirers hold more than
30% voting shares:

 

 Name of Company                                                  Registration Number  Nature              (Listed/Unlisted/Private)               Nature of Business                                         Jurisdiction  of Incorporation   Description held control/more than thirty % shares or both

 United National Bank Limited, United Kingdom ("UBL UK")          4146820              Un-Listed                                                   Banking                                                    UK                               55%
 UBL (Switzerland) AG, Switzerland ("USAG")                       CHE-107.824.698      Un-Listed                                                   Banking (Discontinued Operations)                          Switzerland                      100%
 UBL Bank (Tanzania) Limited                                      89923                Un-Listed                                                   Banking (Discontinued Operations)                          Tanzania                         100%
 UBL Fund Managers Limited, Pakistan ("UBL FM")                   42274                Un-Listed                                                   Non Banking Finance Company                                Pakistan                         98.87%
 UBL Insurers Limited                                             57197                Un-Listed                                                   General Insurance & Takaful Services                       Pakistan                         30%
 United Executors and Trustees Company Limited, Pakistan ("UET")  2137                 Un-Listed                                                   Trustee & Executor Business (Discontinued Operations)      Pakistan                         100%

 

g)    Information about ultimate beneficial owner of the intended
acquirer(s):

 

             In case of Individuals:

 

1)    Name: Lord Zameer M. Choudrey, CBE, SI PK

CNIC: 37405-2084352-7

Nationality: British Pakistani

Address: 13(th) Floor, UBL Building, Jinnah Avenue, Blue Area, Islamabad

 

2)    Name: Dawood Pervez

CNIC: 35202-6107521-5

Nationality: British Pakistani

Address: 13(th) Floor, UBL Building, Jinnah Avenue, Blue Area, Islamabad

 

3)    Name: Rizwan Pervez

CNIC: 37401-8816671-9

Nationality: British Pakistani

Address: 13(th) Floor, UBL Building, Jinnah Avenue, Blue Area, Islamabad

 

 

h)    Detail of any existing holding of voting rights in the Target
Company:

 

i.              Which the acquirer(s) owns or over which it has
control or direction:

 

Nil

 

ii.             Which is owned or controlled or directed by any
person acting in concert with the acquirer(s):

 

Nil

 

iii.            In respect of which the acquirer or any person
acting in concert with him has received an irrecoverable commitment to accept
the takeover offer; and in respect of which the acquirer or any person acting
in concert with him holds an option to purchase or warrants or other
convertible securities:

 

Nil

i)     All conditions (including normal conditions relating to acceptance,
listing and increase or capital) to which the public offer or the posting of
it is subject.

 

              Not Applicable

PART C

2) Information about the Target Company:

a)    Name of the Target Company, its directors and major shareholders
along with number of shares and percentage of paid-up capital:

i.          Name of the Target Company: Samba Bank Limited

ii.         Names of Directors:

 

 Name                   Designation
 Dr. Shujaat Nadeem     Chairman/ Non-Executive Director
 Mr. Shahid Sattar      President & Chief Executive Officer
 Mr. Aiman Gusti        Non-Executive Director
 Mr. Humayun Murad      Non-Executive Director
 Mr. Hussein Eid        Non-Executive Director
 Mr. Timour Pasha       Non-Executive Director
 Hafiz Muhammad Yousaf  Independent Director
 Mr. Tariq Javed        Independent Director
 Ms. Zeeba Ansar        Independent Director

 

 

 

iii.        Major Shareholders of the Target Company:

 Sr. No  Shareholders         No of Shares held  Percentage (%) Holding
 1       Saudi National Bank  852,040,531        84.51%
 2       Dr. Shujaat Nadeem   49,832,424         4.94%

Note: Shareholding pattern has been taken from the annual audited accounts for
the year ended 31(st) December, 2020 (updated to reflect the merger of Samba
Financial Group - Saudi Arabia with and into National Commercial Bank - Saudi
Arabia to form Saudi National Bank).

 

 

b)    Total number of issued shares of the Target Company:

Based on the annual audited accounts for year ended 31(st) December, 2020, the
total number of shares issued are 1,008,238,648 ordinary shares of Rs. 10/-
each.

 

c)    Date of listing and offer price of initial public offering

 Date of Listing  4(th) August, 2003
 Offer Price      Not Available

 

d)    Opening price at securities exchange at time of listing: Not
Available

 

e)    Share price quoted on the securities exchange one day before the
public announcement of intention:

 

As per the data available on the PSX website, the closing share price as at
February 2, 2022 (one day before public announcement of intention) was PKR
12.40 per share.

 

 

f)     The weighted average share price as quoted on the securities
exchange during four weeks preceding the date of public announcement of
intention:

 

The weighted average share price during the four weeks preceding the date of
public announcement of intention is PKR 12.69* per share.

*The weighted average price is computed based on 17 trading days during the
last four weeks i.e. from January 3, 2022 till February 2, 2022.

 

 

g)    Financial position/performance of the target company for the last
five years, including profit/loss after tax, earning per share, payout:

 

 

 (PKR in Millions)                 2017     2018     2019     2020     9M2021
 Total Assets                      118,224  122,765  129,577  158,996  203,481
 Total Liabilities                 105,515  109,981  115,398  143,679  187,328
 Shareholders' Equity              12,708   12,784   14,179   15,317   16,153
 Surplus on Revaluation of assets  227      (380)    329      455      29
 Net mark-up/ interest income      2,359    2,708    3,519    3,699    3,168
 Non mark-up/interest income       715      772      846      1,341    1,185
 Total Income                      3,074    3,480    4,365    5,040    4,353
 Profit/(Loss) before Taxation     931      1,110    1,100    1,668    804
 Profit/(Loss) after Taxation      739      683      686      1,012    478
 EPS/(LPS) (PKR) - Basic           0.73     0.68     0.68     1.00     0.47
 Dividend (PKR per share)          -        -        -        0.75     -

 

 

Any questions in regard to this announcement can be directed to:

 

 

Manager to the Offer

AKD Securities Limited

Investment Banking

602, Continental Trade Centre, Block 8, Clifton, Karachi, Pakistan

PABX: +92 (21) 35374291

Email: ib@akdsecurities.net

 

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