COMMERCIAL BANK ANNOUNCES OFFER TO ALL SHAREHOLDERS OF NATIONAL BANK OF OMAN TO ACQUIRE AN ADDITIONAL 15.2 PER CENT. OF THE ISSUED CAPITAL OF NATIONAL BANK OF OMAN

​The Commercial Bank (P.S.Q.C.) (the Offeror) has announced an offer to all of the shareholders of the National Bank of Oman (S.A.O.G.) (the Offeree) to acquire an additional 15.2 per cent. of the issued capital of the Offeree. 

Pursuant to Article 2 of the Merger & Acquisition Rules of the QFMA (the "Rules"), we are required to disclose certain information (unless otherwise defined, definitions have the same meanings as given to them in the Rules), and do so as follows:

a. The name of the Offeror Company, its headquarters, objectives, capital, address, names of Top Management members and Major Shareholders and the shareholding percentage of each of them in the Offeree Company.

The Offeror is The Commercial Bank (P.S.Q.C.), a bank licensed by the Qatar Central Bank with commercial registration number 150 and registered office at Commercial Bank Plaza, PO Box 3232 Doha, Qatar.

The objectives of the Offeror can be found within the Offeror's articles of association available at :

The Offeror's capital is QAR4,047,253,750.

The Chairman and members of the Board of Directors of the Offeror are:

The shareholders of the Offeror holding 5% or more of the shares (together with the number and percentage of shares held) are: Qatar Holding LLC (16.67 as at 31 December 2020).

As the Offeror is a publicly listed company the Offeror is not able to confirm whether any of the Offeror's shareholders hold shares in the Offeree.

b. The Offeree Company's name, its nationality, headquarters, objectives, capital and address.

The Offeree is National Bank of Oman S.A.O.G., a listed public joint stock company on the Muscat Stock Exchange incorporated in Oman with commercial registration number 1003704 and registered office at PO Box 751, Postal Code 112, Ruwi, Muscat, Sultanate of Oman

The objectives of the Offeree can be found at https://www.nbo.om/en/Pages/Personal-Banking/Home.aspx

c. A list of the names of Major Shareholders / owners of the Offeree Company, the number and ownership percentage of each of them and the ownership percentage of the Offeror Company, if any.

As at the date of the offer, the Offeror holds 567,452,883 shares in the Offeree (34.9 per cent of the Offeree's issued share capital).

d. Minimum and maximum of the shares to be acquired and minimum and maximum percentage of the Offeree Company's capital.

The minimum and maximum number of shares to be acquired is 247,146,240 shares in the issued share capital of the Offeree (15.2 per cent of the issued share capital of the Offeree)

e. The price offered by the Offeror.

OMR 0.200 per share in the Offeree

f. Purpose of the Acquisition or Merger.

To increase the Offeror's stake in the Offeree to consolidate the Offeree as a subsidiary of the Offeror. 

g. Expected timetable to complete the Acquisition or Merger.

h. Audited annual financial reports of both the Offeror and Offeree Company for the last three years, if applicable.

This information is available from the websites of the Offeror and the Offeree.

i. The activity nature of the Offeree Company and its previous business.

Please refer to the following site, for details of the Offeree: https://www.nbo.om/en/Pages/Personal-Banking/Home.aspx

j. The total value of the Acquisition Offer and funding sources.

The total value of the Acquisition Offer is OMR 49,429,248 and the funding source is funds available in the Offeror for general corporate purposes.

k. Implications of the Offer completion on the financial position of the Listed Company and its shareholders.

Upon a successful completion of the offer, the Offeree will be treated as a subsidiary and consolidated into the financial results of the Offeror.

l. Advantages and disadvantages, opportunities and risks that may result from the completion of the indirect Acquisition or Merger on the Listed Company and its shareholders.

Please refer to the offer announcement and the offer document which are available at the website of the Offeror for applicable disclosures in this regard.

m. Financial and legal liabilities for which the Listed Company will be responsible upon completion of the Acquisition or Merger.

Please see point (h) above

n. Disclosure of (whether or not) any relationships or conflicts of interest among the Concerned Persons, their boards' members or Major Shareholders that might be involved in the process.

The Offeror is not aware of any such relationships or conflicts of interest. 

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