Al Khalij Commercial Bank (Al Khaliji) shareholders have approved the bank’s merger plan with Masraf Al Rayan at their extraordinary general meeting Wednesday.
The EGM was held electronically during which shareholders considered and passed five resolutions pertaining to the ongoing merger.
Shareholders approved the dissolution of Al Khaliji for the purpose of its merger with Masraf Al Rayan subject to all applicable laws and regulations. As a result, trading in Al Khaliji shares will be suspended with immediate effect until the completion of the merger (or effective date).
HE Sheikh Hamad bin Faisal bin Thani al-Thani, Al Khaliji chairman and managing director
At this date, Al Khaliji shareholders will be issued shares of Masraf Al Rayan.
Additionally, the shareholders approved the proposed merger of Al Khaliji and Masraf Al Rayan, which is to be effected by way of a merger pursuant to Article 278 of Qatar Commercial Companies Law Number 11 of 2015 and its subsequent amendments and the provisions of the Qatar Central Bank Law Number 13 of 2012.
Fahad al-Khalifa, Al Khaliji group CEO
This will be done through the issuance of new shares in Masraf Al Rayan on the basis of the shareholders of Al Khaliji receiving 0.5 Masraf Al Rayan shares for every 1 share in Al Khaliji, subject to obtaining all regulatory approvals and fulfilling all the conditions set out in the merger agreement dated January 7 this year between Al Khaliji and Masraf Al Rayan.
HE Sheikh Hamad bin Faisal bin Thani al-Thani, Al Khaliji chairman and managing director said, “This was a very constructive meeting and one of the key milestones towards completing the merger. With our shareholders on board, we can continue our efforts in this area to complete this landmark transaction and create one of Qatar’s and the region’s leading Shariah-compliant banks which will bolster Qatar’s economic growth and finance development initiatives in line with the Qatar Vision 2030.”
Fahad al-Khalifa, Group CEO, Al Khaliji, said, “The successful conclusion of this EGM is a pivotal step towards completing our merger with Al Rayan. Now that we have the support of our shareholders, we can continue our efforts to create a large unified financial institution with a robust capital base that will be a boon to our investors, customers, and the State of Qatar.
“Today’s shareholder approval enables us to complete remaining regulatory requirements, which will pave the way for implementing our integration plans for both entities. I would like to thank everyone associated with this process thus far and I look forward to completing the transaction in the shortest possible time.”
Shareholders also approved the extension of the mandate of the existing Al Khaliji board of directors until the completion of the merger and the Fairness Opinion Report by Barclays Bank.
The report concludes that the exchange ratio pursuant to the proposed transaction, which results in Al Khaliji shareholders receiving 1,800,000,000 news shares in Masraf Al Rayan’s share capital is fair, from a financial point of view to the holders of Al Khaliji shares.
The EGM concluded with the authorisation of the board of directors, the chairman or any person so authorised by them, to adopt any resolution or take any action as may be necessary to implement any and all of the above resolutions including, without limitation, to apply for a resolution of the Ministry of Commerce and Industry, the Qatar Central Bank, the Qatar Financial Markets Authority and/or any other authority including in the UK, the UAE and France to finalise and declare the merger between Masraf Al Rayan and Al Khaliji, to transfer assets of Al Khaliji to Masraf Al Rayan, to dissolve Al Khaliji and to sign any documents and agreements in relation to the above.
It was reaffirmed that “the merger is subject to regulatory approvals and that both entities will continue to operate independently until the effective date of the merger.”
Al Khaliji said, “The successful outcomes of Al Khaliji’s EGM constitute an important step towards concluding this landmark merger, paving the way for the expeditious integration of Al Khaliji and Al Rayan and allowing the merged bank to benefit from a pool of experience, resources, and financial strength to build a strong institution for its customers and all other stakeholders.”