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The National Commercial Bank Announces Recent Developments Relating to the Contemplated Merger between NCB and Samba Financial Group

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Introduction Further to the announcement made by the National Commercial Bank (“NCB”) on 24/02/1442H (corresponding to October 11, 2020G) in respect of entering into a legally binding merger agreement with Samba Financial Group (“Samba”), and whereby the Capital Market Authority has issued its approval dated 26/6/1442H (corresponding to 8/2/2021G) in respect of NCB’s application to increase its share capital for the purpose of the merger of Samba Financial Group (“Samba Group”) into NCB through a securities exchange offer, and with reference to NCB’s invitation published on Tadawul on 26/6/1442H (corresponding to 8/2/2021G) to its shareholders to attend the extraordinary general assembly meeting, which includes the increase in the share capital of NCB, NCB would like to announce the publication of the following documents:

First: NCB Shareholders Circular issued by NCB to its shareholders:

The Shareholders Circular is addressed to NCB’s shareholders and has been prepared by NCB in accordance with the requirements of Article (57) of the Rules on the Offer of Securities and Continuing Obligations in connection with the increase in the share capital of NCB with respect to the merger of Samba Group into NCB in consideration for the issuance of new shares to Samba Group’s shareholders in NCB pursuant to Articles (191) - (193) of the Companies Law and Article 49(a)(1) of the Merger and Acquisition Regulations (“Merger”). The Shareholders Circular includes details of the Merger, its terms and conditions and other related matters, including details of related parties, the procedures required to effect the Merger and the risks related to the Merger. The Shareholders Circular may be obtained through the following link: (http://alah.li/ShCirE), or via the websites of the Capital Market Authority (www.cma.org.sa) or NCB’s financial advisor (J.P. Morgan Saudi Arabia Company) (www.jpmorgansaudiarabia.com).

The board of directors of NCB note that each NCB shareholder must carefully read and consider all information contained in the Shareholders Circular prior to making their decision on how to vote on the Merger. If in doubt as to the vote that such shareholder should make at the NCB extraordinary general assembly meeting, the board of directors of NCB recommends that such shareholder consult an independent financial advisor licensed by the Capital Market Authority in relation to the Merger and relies on its own examination of the Merger with regard to such NCB shareholder's individual objectives, financial situation and needs.

Second: Offer Document issued by NCB to Samba Group shareholders:

The Offer Document is issued by NCB and addressed to Samba Group’s shareholders and has been prepared by NCB in connection with the offer to merge made by NCB to Samba Group shareholders in consideration for NCB issuing new shares to Samba Group’s shareholders pursuant to Articles (191) - (193) of the Companies Law and Article 49(a)(1) of the Merger and Acquisition Regulations. The Offer Document may be obtained through the following link: (http://alah.li/OfferE) or via the websites of the Capital Market Authority (www.cma.org.sa) or NCB’s financial advisor (J.P. Morgan Saudi Arabia Company) (www.jpmorgansaudiarabia.com).

NCB note that Samba Group shareholders should carefully read and consider all information contained in the Offer Document and the circular to be issued by Samba Group’s board prior to making their decision on how to vote on the Merger.

Third: Transaction Timetable:

The Transaction Timetable sets out the proposed dates for the main events for the implementation of the Merger, in accordance with the requirements of Article 17(c) of the Merger and Acquisitions Regulations. The dates included therein are indicative only – and may be altered or amended - and will depend on, among other things, any procedures or periods imposed by the relevant regulators or whether (and the dates on which) the conditions of the Merger are satisfied. The Transaction Timetable may be obtained through the following link: (http://alah.li/TmTabE), or via the websites of the Capital Market Authority (www.cma.org.sa), or NCB’s financial advisor (J.P. Morgan Saudi Arabia Company) (www.jpmorgansaudiarabia.com)

Previous Announcement NCB’s announcement in relation to the entry into a binding merger agreement with Samba.
Date of Previous Announcement on Tadawul's Website 2020-10-11 Corresponding to 1442-02-24
Percentage of fulfilled achievement Not applicable
Event's Expected Completion Date Please refer to Transaction Timetable via the above-mentioned website link.
The costs associated with the event, and if they have changed or not with indication of the reasons. For further details on the Merger, please refer to the Shareholders Circular and Offer Document via the above-mentioned website links.
Additional Information For further details on the recent developments of the Merger, please refer to NCB’s announcements published on the Saudi Stock Exchange (Tadawul) on 09/05/1442H (corresponding to 24/12/2020G), 19/06/1442H (corresponding to 01/02/2021G), 20/6/1442H (corresponding to 2/2/2021G), and 26/2/1442H (corresponding to 8/2/2021G).

The Capital Market Authority and the Saudi Stock Exchange take no responsibility for the contents of this disclosure, make no representations as to its accuracy or completeness, and expressly disclaim any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this disclosure, and the issuer accepts full responsibility for the accuracy of the information contained in it and confirms, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts or information the omission of which would make the disclosure misleading, incomplete or inaccurate.

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