Thursday 14, September 2017 by Jessica Combes

UGB announces details of reorganisation


United Gulf Bank B.S.C, (“UGB”), a conventional wholesale banking licencee from the Central Bank of Bahrain, listed on the Bahrain Bourse, has announced a general meeting to be held on 25 September 2017 to approve the proposed corporate reorganisation of UGB.

The meeting will include the approval of an offer received from United Gulf Holding Company B.S.C. (UGHC), for the purchase of 100 per cent share capital of UGB (net of treasury shares), as well as consideration for newly issued shares of UGHC at an exchange ratio of one newly issued UGHC share for every two UGB shares, subject to fulfilment of certain conditions and regulatory approvals (the Offer).

The Offer is part of corporate reorganisation plan of UGB which has been approved in principle by the CBB, whereby its regulated banking activities will be segregated from its non-regulated services. Moreover, as part of the reorganisation, UGHC will be listed on Bahrain Bourse and UGB will be delisted and converted into a closed shareholding company, once UGHC acquires 100 per cent shareholding of UGB.

UGHC is a Bahraini Shareholding Company (Public), recently incorporated in the Kingdom of Bahrain by the majority shareholders of UGB for corporate reorganisation.

Shareholders whose names appear in the UGB share register on the record date will be eligible to consider and accept the Offer.  The Record date for the purpose of determining the shareholders entitled to consider and accept the Offer is 14 September 2017. The trading in the UGB shares will be suspended on the Bahrain Bourse at the end of the trading hours on the record date. The period for acceptance of the Offer will start from 15 September 2017 and will close on 25 September 2017 at the end of the EGM.

Any vote casted at EGM by the shareholder of UGB in acceptance of the Offer or on submission of their unconditional and irrevocable intention to accept the Offer through the use of an acceptance form which will be made available by UGB or by otherwise manifesting the intention to accept the Offer in form and substance satisfactory to UGB, will be considered a valid acceptance for the purpose of this Offer.

Copies of the following documents will be made available for inspection at the registered office of UGB at UGB Tower, Building 440, Road 1705, Diplomatic Area during normal office hours for the period for which the Offer remains open for acceptance:

a) the Memorandum and Articles of Association of UGB;

b) the annual reports of the UGB for FY 2014, 2015 and FY 2016;

c) the Board Circular

d) the Notice of Call of the EGM Press Release: Board Circular for Reorganisation Page 2 of 3

e) the acceptance form or any other document evidencing an irrevocable commitment or a letter of intent which has been procured by UGHC or UGB (as appropriate) or any of their respective associates

f) the confirmation by the expert appointed pursuant to the Article 99 of the Commercial Companies Law of the value of UGB Shares to be received in consideration for the subscription and issue of the new shares.

Key time lines as detailed in Board Circular are as follows:

Record Date 14 September 2017

Offer Opening Date 15 September 2017

EGM Date 25 September 2017

Offer Closing Date 25 September 2017

Delisting of UGB Date 28 September 2017*

Listing of UGHC Date 28 September 2017*

*Please note that stated dates for Share Swap, Delisting of UGB shares and Listing of UGHC shares may vary based on any additional or currently unknown procedural requirements.



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