Muscat: The Board of Directors of Oman International Development and Investment Company (Ominvest) on Tuesday decided to lead a consortium, which will make an offer for the entire issued share capital of Ahli Bank.
The offer will be made by certain entities separately controlled by Ominvest and Arab Bank while certain other investors have also expressed their
desire to join the consortium.
The offer shall be pursuant to the Takeover and Acquisition Regulation (E/212019) issued by the Capital Markel Authority and in accordance with re relevant timescales as set out in the Takeover Regulations in Coordinator win all stakeholders.
"The offer will be subject to the approvals of the relevant Boards, shareholders, regulators, and any other applicable requirements.
Ominvest and the other members of the Consortium have significant experience in the financial services sector within the region. The Consortium shall be a committed anchor investor who will support Ahli Bank's growth and provide further strategic direction. The consortium will make a cash offer of 185 bz (base offer price) per share and thereby provide a fair opportunity to all shareholders of Ahli Bank to participate and benefit from the Offer. The Consortium does not anticipate incorporating any conditions around the percentage of acceptance by shareholders of Ahli Bank," the statement said.
The base offer price represents a premium of approximately • 20% over Ahli Bank's net book value as of 31 March 2023;
• 13% over Ahli Bank's average six-month market price of 164 bz; and • 8% premium compared to the closing stock exchange price for Ahli Bank as of March 31, 2023.
"We believe that the offer is attractively priced and for the purpose of this Offer, the shareholders of the Ahli Bank based on their shareholding in Ahli Bank as of 15 May 2023 are categorized into:
• Strategic long-term investors, holding more than 25% shareholding. who provide strategic direction and assistance in the transformation of Ahli Bank. • Significant financial investors, holding between 10% to 25% shareholding, who have significant influence over Ahli Bank and participate in its policy-making process. • Other investors, holding less than 10% shareholding."
Under the terms of the offer, which will be subject to other terms and conditions, Ahli Bank's shareholders who accept the Offer will be entitled to receive as follows:
• Strategic long-term investors will receive a base offer price plus 15 bz;
• Significant financial investors will receive a base offer price plus 7 bz; and
• Other investors will receive the base offer price.
The premium over the base price is to compensate strategic long-term and significant financial investors for the loss of significant influence over Ahli Bank as a result of selling their shares. This is based on the concept of a control premium paid for large blocks of shares, thereby reflecting the additional value that a sizable interest in a bank brings to strategic long-term and significant financial investors.
Members of the Consortium already have a substantial stake in Oman Arab Bank and the acquisition of Ahli Bank is viewed as a strategic opportunity to further strengthen Ahli Bank in advance of the potential future merger of Ahli Bank and OAB.
This merged entity, subject to regulatory and other approvals, will create a large and robust financial institution in the Sultanate of Oman.
The proposed offer shall be funded by the members of the Consortium from their own funding sources, thereby resulting in a positive foreign direct investment in the Sultanate of Oman. This will mean that there is no constraint on Ahli Bank or OAB 's capital or lending ability as a result of the Offer.
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