Lombard Bank Malta plc - EGM Resolutions
On 20 October 2022, Lombard Bank Malta plc issued an announcement explaining the resolutions to be presented for the consideration of shareholders as at close of trading on 11 October 2022 during an Extraordinary General Meeting to be held on Thursday 10 November 2022. All the approved resolutions will become effective on 17 November 2022.
Extraordinary Resolution 1: Share Split
Lombard is proposing that the nominal value of each ordinary share will be redenominated from €0.25 per ordinary share to €0.125 per ordinary share. As a result:
- The authorised share capital of the Bank will be redesignated from €20 million divided into 80 million ordinary shares to €20 million divided into 160 million ordinary shares; and
- The issued share capital of the Bank will be redesignated from €11.341 million divided into 45,363,867 ordinary shares to €11.341 million divided into 90,727,734 ordinary shares.
Following the above changes, shareholders as at close of trading 14 November 2022 will hold two (2) ordinary shares for every one (1) ordinary share.
Extraordinary Resolution 2: Increase in Authorised Share Capital
Lombard is proposing that:
(a) Subject to Extraordinary Resolution 1 being approved, the authorised share capital of the Bank will be increased from €20 million divided into 160 million ordinary shares to €37.5 million divided into 300 million ordinary shares; or
(b) Should the Extraordinary Resolution 1 not be approved, the authorised share capital of the Bank will be increased from €20 million divided into 80 million ordinary shares to €37.5 million divided into 150 million ordinary shares.
Extraordinary Resolution 3: Amendments to Memorandum and Articles of Association
Lombard is proposing that the Memorandum and Articles of Association of the Bank will be replaced by a new Memorandum and Articles of Association amended as explained in a ‘Circular to Shareholders’ dated 12 October 2022.
Ordinary Resolution 4: Authority for Directors to issue new shares
Lombard is proposing that the Board of Directors is given the authority to increase the issued share capital of the Bank through the issuance of new ordinary shares (up to the number of unissued shares) and that such authorisation will be valid for a period of 5 years.
Meanwhile, Lombard noted the proposed resolutions should be considered within the context of the previous announcements explaining the rationale behind the proposed share split and the bank’s new business strategy. Furthermore, the Bank explained that it plans to raise new equity, amounting to circa €50 million, through a Rights Issue which would not only further strengthen the Bank’s capital base in regulatory terms, but also enable the continued implementation of the Bank’s growth and diversification strategy.
Further information relating to the Rights Issue, including the record date, the number of ordinary shares to be issued, as well as the issue price, will be announced in due course. However, the new shares will first be offered on a pre-emptive basis to eligible shareholders who will also have the opportunity to subscribe for any additional shares. Any new shares not subscribed for by eligible shareholders will be offered for subscription to any other person/s including the general public under the same or other conditions no more favourable than those offered to eligible shareholders.