LDN/CA/PAI 9th April 2024
The General Manager
Pakistan Stock Exchange Limited
Stock Exchange Building
Stock Exchange Road
Karachi
Dear Sir,
Public announcement of intention to acquire approximately 84.51% shares and control of Samba Bank Limited (the "Target Company")
In accordance with Sections 96 & 131 of the Securities Act, 2015 and Clause 5.6.1 of the Rule Book of Pakistan Stock Exchange Limited ("PSX"), we would like to inform that M/s Arif Habib 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 Acquisition of Voting Shares and Takeovers) Regulations, 2017.
The public announcement of intention will be published in English and Urdu newspapers accordingly.
You may please inform the TRE Certificate Holders of the Exchange.
Yours truly,
Muhammad Akram Sawleh
Company Secretary
Bank Alfalah Limited, Legal and Corporate Affairs Group B.A. Building, I.I. Chundrigar Road, Karachi-74000, Pakistan.
T: +92(21) 3241 4030-10 UAN: +92 (21) 111 777 786 F: +92 (21) 3241 3945 P.O. Box 6773 bankalfalah.com
BAF - Protected
PUBLIC ANNOUNCEMENT OF INTENTION TO ACQUIRE
APPROXIMATELY 84.51% SHARES AND CONTROL OF SAMBA BANK
LIMITED (THE "TARGET COMPANY")
BY
BANK ALFALAH 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. The public announcement of intention may be withdrawn, if the requisite approvals are not granted by the concerned regulatory authority (ies).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 -
The Acquirer intends to acquire approximately 84.51% shareholding and control in the Target Company. Public Offer shall be made for at least fifty (50) percent of the remaining voting shares in accordance with Regulation 14 of the Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 ("Regulations"), which, if applicable, shall be pursuant to a competitive bid under Regulation 17 of the Regulations if, at the time, there is an earlier public announcement of offer by another interested acquirer.
Intended acquisition through | Number of shares | Percentage |
Share Purchase Agreement | 852,040,531 | Approximately 84.51% |
Public offer | At least 78,099,059 | At least approximately |
7.75% | ||
Part-B |
- Information about the acquirer
-
Name(s) and address(es) of acquirer along with persons acting in concert, if any.
Name: Bank Alfalah Limited
Address: B.A. Building, I.I. Chundrigar Road, Karachi The acquirer will not be acting in concert with any person. - Name(s) of the ultimate acquirer or the ultimate controlling shareholder. Not Applicable
-
Name(s) and address(es) of acquirer along with persons acting in concert, if any.
-
Name(s) and address(s) of manager to the offer of the acquirer.
Name: Arif Habib Ltd.
Address: Arif Habib Centre, 23, M.T. Khan Road Karachi 74000 - Principal areas of business of the acquirer and relevant experience
The acquirer is one of the largest banks in Pakistan, with a network of over 1,024 branches across more than 200 cities in the country, and international presence in Afghanistan, Bangladesh, Bahrain and the UAE. - In case the acquirer is a fund/ company(s):
- Names of the chief executive and directors of the company(s);
Name | Designation |
H.H. Sheikh Nahayan Mabarak Al Nahayan | Chairman |
Mr. Abdulla Nasser Hawaileel Al Mansoori | Director |
Mr. Abdulla Khalil Al Mutawa | Director |
Mr. Khalid Mana Saeed Al Otaiba | Director |
Dr. Gyorgy Tamas Ladics | Director |
Mr. Khalid Qurashi | Director |
Dr. Ayesha Khan | Director |
Mr. Atif Aslam Bajwa | President/CEO and Director |
- Names of substantial shareholders of the company.
Name | Shareholding Percentage |
H.H. Sheikh Nahayan Mabarak Al | 21.46% |
Nahayan | |
- Date of incorporation 21st June 1992
- Jurisdiction of incorporation Islamic Republic of Pakistan
- Authorized and paid up capital.
Authorized Capital: PKR 23,000,000,000/- divided into 2,300,000,000/= shares of Rs. 10/= each
Paid up Capital: PKR 15,771,651,190/- divided into 1,577,165,119/= shares of PKR 10/= each
- Detail of companies, where the intended acquirer(s) hold more than thirty percent voting shares:
Name of | Registration No. | Nature | Nature of | Jurisdiction of | Description held |
Company | (listed/unlisted/ | business | incorporation | control/more | |
Private | than thirty % | ||||
shares or | |||||
both |
Alfalah Currency | 0245553 | Unlisted | Currency | Pakistan | 100.00% |
Exchange | Private Limited | Exchange | |||
(Private) Limited | Company | ||||
Alfalah CLSA | 0046071 | Unlisted | Brokerage | Pakistan | 62.50% |
Securities | Private Limited | House | |||
(Private) Limited | Company | ||||
Alfalah Asset | 0048669 | Unlisted | Asset | Pakistan | 40.22% |
Management | Public Limited | Manageme | |||
Limited | Company | nt | |||
Company | |||||
Alfalah Insurance | 0053372 | Unlisted Public | Insurance | Pakistan | 30.00% |
Limited | Limited Company | Company | |||
Sapphire Wind | 0058992 | Unlisted | Wind | Pakistan | 30.00% |
Power Company | Public Limited | Power | |||
Limited | Company | Producer |
- Information about ultimate beneficial owner of the intended acquirer(s):-
- Name(s) of the natural person(s), CNIC/Passport Number, nationality and address of each person.
Not Applicable
- Detail of companies located in and outside Pakistan, where the ultimate acquirer or the ultimate controlling shareholder held control and or more than thirty percent voting shares: -
Not Applicable
- details of any existing holding of voting rights in the target company;
-
which the acquirer owns or over which it has control or direction;
NIL - which is owned or controlled or directed by any person acting in concert with the of acquirer;
NIL - in respect of which the acquirer or any person acting in concert with him has received an irrevocable commitment to accept the takeover offer; and in respect of which the acquirer or any person acting in
-
which the acquirer owns or over which it has control or direction;
concert with him holds an option to purchase or warrants or other convertible securities.
NIL
- all conditions (including normal conditions relating to acceptance, listing and increase of capital) to which the public offer or the posting of it is subject.
None
Part-C
- Information about the target company
- Name of the target company, its directors and major shareholders along with number of shares and percentage of paid-up capital.
- Name: Samba Bank Limited
- Directors
S No. | Name of Directors | Position | ||||||
1 | Mr. Mustafa Ilyas | Chairman/Non-Executive Director | ||||||
2 | Mr. | Nasser Sulaiman | Al- | Non-Executive Director | ||||
Fraih | ||||||||
3 | Mr. Hussein Eid | Non-Executive Director | ||||||
4 | Mr. Timour Pasha | Non-Executive Director | ||||||
5 | Ms. | Kholood | Khalid | Al- | Non-Executive Director | |||
Khelaiwi | ||||||||
6 | Mr. | Hafiz | Mohammad | Non-Executive Director | ||||
Yousaf | ||||||||
7 | Mr. Javed Kureishi | Non-Executive Director | ||||||
8 | Ms. Zeeba Ansar | Non-Executive Director | ||||||
9 | Mr. Ahmad Tariq Azam | President & CEO / Executive | ||||||
Director | ||||||||
(iii) Major shareholders | ||||||||
S | Shareholder Name | Shares | Shareholding Percentage | |||||
No. | ||||||||
1 | The Saudi National Bank | 852,040,531 | 84.51% | |||||
2 | Mr. Shujaat Nadeem | 59,832,424 | 5.93% |
- Total number of issued shares of the company.
Total number of issued shares of the Target Company: 1,008,238,648 ordinary shares of PKR 10 each. - Date of listing and offer price at the time of initial public offering
Date of listing: | 4th August 2003 |
Offer price: | Not available |
- Opening price at securities exchange at time of listing Not available
- share price quoted on the securities exchange one day before the public announcement of intention.
The share price of the Target Company at the close of the market hours on April 08, 2024 was PKR 11.00 per share.- the weighted average share price as quoted on the securities exchange during twenty-eight days (28) days preceding the date of public announcement of intention.
The weighted average share price of the Target Company during twenty-eight days (28) preceding the date of public announcement of intention was PKR 12.10 ** per share.- Volume weighted average share price of Samba Bank Limited for the period from March 12, 2024 to April 08, 2024 (Source: Bloomberg)
- financial position/performance of the company for the last five years, including profit/loss after tax, earning per share, payouts.
Amounts in PKR Mn | Dec 31, | Dec 31, | Dec 31, | Dec 31, | Dec 31, |
2023 | 2022 | 2021 | 2020 | 2019 | |
Balance Sheet | |||||
Total Assets | 178,734 | 179,074 | 201,139 | 158,996 | 129,577 |
Total Liabilities | 162,371 | 164,421 | 185,239 | 143,679 | 115,398 |
Customer Deposits | 114,732 | 105,244 | 79,267 | 78,426 | 71,882 |
Shareholders' Equity | 16,363 | 14,653 | 15,900 | 15,317 | 14,179 |
Profit & Loss | |||||
2023 | 2022 | 2021 | 2020 | 2019 | |
Net interest income | 8,101 | 4,734 | 4,306 | 3,699 | 3,519 |
Non-markup income | 1,208 | 244 | 1,471 | 1,341 | 846 |
Profit /(Loss) after tax | 1,235 | (428) | 789 | 1,012 | 686 |
EPS/(LPS) (PKR) | 1.23 | (0.42) | 0.78 | 1.00 | 0.68 |
Dividend per share | - | - | 0.60 | 0.75 | - |
(PKR) |
Source: Financial Statements of Samba Bank Limited
Any questions in regard to this announcement can be directed to:
Manager to the Offer:
Name | Arif Habib Limited | ||
Address | 2/F, Arif Habib Centre, 23, M.T. Khan Road, Karachi | ||
Tel | +92-21-111 245 111 | ||
Yours Sincerely,
For and on Behalf of Bank Alfalah Limited
Muhammad Akram Sawleh
Company Secretary
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Disclaimer
Samba Bank Ltd. published this content on 09 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2024 08:33:04 UTC.