FIMBank plc - New Shareholders & Loan Agreement

Friday, June 21st, 2013

On 20 June, FIMBank plc issued announcement in connection with the take-over by Burgan Bank S.A.K. (Burgan) and United Gulf Bank (UGB) in a multi-staged process. The Malta Financial Services Authority (MFSA) recently communicated that it found no objection with the proposed transaction.

The announcement confirmed the conclusion of the first stage in the takeover process. This included the transfer of 52,948,867 shares from Massaleh Investments K.S.C.C. to Burgan (35,000,000 shares) and UGB (17,948,867 shares). Burgan and UGB now hold 24.49% and 12.56% of FIMBank’s issued share capital respectively. Furthermore, UGB and FIMBank signed the ‘Convertible Loan Agreement’ by virtue of which UGB lent USD60 million, divided into two equal tranches, to FIMBank plc. The first tranche is convertible into new FIMBank plc shares at USD0.83 per share whilst the second tranche is convertible into new FIMBank plc shares at the book value (as per the last published financial statements) subject to a maximum limit of USD0.90 per share.

According to the takeover plan presented to FIMBank shareholders at the Extraordinary General Meeting held on 31 January 2013, the next step involves the conversion of the first tranche of the loan which will result in UGB & Burgan having a combined shareholding of just below 50%. Subsequently, one or both of the new institutional shareholders will launch a voluntary bid in order to obtain a combined controlling interest. This will also be eventually followed by the conversion of the second tranche as well as a rights issue open to all shareholders.

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