Secretary's Department

SD/PSX/MISC-SBL/22

4 February 2022

The General Manager

Pakistan Stock Exchange Limited

Stock Exchange Building,

Stock Exchange Road,

Karachi

Dear Sir,

PUBLIC ANNOUNCEMENT OF INTENTION BY UNITED BANK LIMITED (THE "ACQUIRER")

TO ACQUIRE UP TO 84.51% SHARES OF SAMBA BANK LIMITED (THE "TARGET COMPANY")

ln accordance with Sections 96 and 131 of the Securities Act, 2015 and Clause 5.6.1 of the Rule Book issued by the Pakistan Stock Exchange Limited, we would like to inform that AKD Securities Limited, Manager to the Offer, has submitted the public announcement of intention to acquire up to 84.51% shares of the Target Company, held by Saudi National Bank, on behalf of the  Acquirer in accordance with the said provisions of the Securities Act, 2015 and the Listed Companies (Substantial Acquisitions of Voting Shares and Takeovers) Regulations, 2017.

Urdu and English version of the enclosed announcement will also be published on 7 February 2022 in Daily Nawa-i-waqt and Business Recorder.

In the light of the above, you may please inform the TRE Certificate Holders of the Exchange accordingly.

Yours faithfully,

          Sd/-

Aqeel Ahmed Nasir

Company Secretary &
Chief Legal Counsel

Copy to:

1.   Executive Director

Public Offering and Regulated Persons Department,

Securities Market Division,

Securities & Exchange Commission of    Pakistan, NIC Building, Jinnah Avenue, Blue Area, Islamabad, Pakistan.

2.   The Director,
Surveillance, Supervision & Enforcement Department
Securities and Exchange Commission of Pakistan
NIC Building, 63 - Jinnah Avenue, Blue Area Islamabad

3.   London Stock Exchange

  February 3, 2022

Subject: Public Announcement of Intention to acquire up to 84.51% of the Issued and Paid up Share Capital and control in Samba Bank Limited under Securities Act, 2015 ("Act") and Listed Companies (Substantial Acquisition of Voting Shares and Takeovers) Regulations, 2017 ("Regulations")

Dear Sirs,

We, AKD Securities Limited have been appointed as the Manager to the Offer by United Bank Limited (the "Acquirer"), in accordance with the provisions of the Act and the Regulations.

On behalf of the Acquirer, we are pleased to submit a Public Announcement of Intention to acquire up to 852,040,531 ordinary shares of Samba Bank Limited (the "Target Company") representing 84.51% of the total issued and paid-up capital together with management control.

This Public Announcement of Intention is intended to be published in one English and one Urdu newspaper on February 7, 2022 in accordance with the Regulations and the Act.

For and on behalf of AKD Securities Limited (Manager to the Offer)

Sd/-

_____________________________

Khurram Shahid

Head - Investment Banking

Encl: Copies of Public Announcement of Intention

PUBLIC ANNOUNCEMENT OF INTENTION TO ACQUIRE ATLEAST 84.51% SHARES AND CONTROL OF

SAMBA BANK LIMITED (THE ''TARGET BANK'')   

BY

UNITED BANK LIMITED

(THE "ACQUIRER")

UNDER SECURITIES ACT, 2015

Admonishment: Please note that the public announcement of intention to acquire voting shares/control of Samba Bank Limited is subject to obtaining the requisite regulatory approvals including clearance of fit and proper criteria from the State Bank of Pakistan. The public announcement of intention may be withdrawn, if the requisite approvals are not granted by the concerned regulatory authority(ies).

PART A

Brief description of the intended acquisition:

PART B

1) Information about the Acquirer(s):

a)    Names and Addresses of the Acquirer(s) along with persons acting in concert, if any.

Name and Address of the Acquirer(s):

(i) Name: United Bank Limited 

               Address: 13^th Floor, UBL Building, Jinnah Avenue, Blue Area, Islamabad, Pakistan.

b)    Name(s) of the ultimate acquirer or the ultimate controlling shareholder:

1            Lord Zameer M. Choudrey, CBE, SI  PK

2            Mr. Dawood Pervez

3            Mr. Rizwan Pervez

c)    Name and Address of Manager to the Offer of the Acquirers:

                Name: AKD Securities Limited                                                                                       

  Address: 602, Continental Trade Centre, Block 8, Clifton, Karachi, Pakistan

d)    Principal areas of business of the Acquirers and relevant experience:  

United Bank Limited (''Bank'') is a banking company incorporated in Pakistan and is engaged in commercial banking and related services. The Bank operates 1,338 branches inside Pakistan including 145 Islamic Banking branches and 2 branches in Export Processing Zones. The Bank also operates 8 branches outside Pakistan.

The Bank is a subsidiary of Bestway International Holdings Limited (51.6% shareholding) which is a wholly owned subsidiary of Bestway Group Limited incorporated in Guernsey.

e)    In case the acquirer is a fund / company: Company

i.              Name of the CEO and Directors of the Company:

UNITED BANK LIMITED: 

ii.             Names of substantial shareholders of the Acquirer: 

iii.            Date of Incorporation:

7^th November, 1959

iv.           Jurisdiction of Incorporation:

Pakistan

v.            Authorized and paid-up Capital: 

Authorised share capital of United Bank Limited is 2,000,000,000 shares of Rs. 10 each, having a value of Rs. 20,000,000,000 in total.

Issued, subscribed and paid-up capital of United Bank Limited is 1,224,179,687 shares of Rs. 10 each, having a face value of Rs. 12,241,796,870 in total.  

f)     Details of companies, where the intended acquirers hold more than 30% voting shares: 

g)    Information about ultimate beneficial owner of the intended acquirer(s):

             In case of Individuals:

1)    Name: Lord Zameer M. Choudrey, CBE, SI PK

CNIC: 37405-2084352-7

Nationality: British Pakistani

Address: 13^th Floor, UBL Building, Jinnah Avenue, Blue Area, Islamabad

2)    Name: Dawood Pervez

CNIC: 35202-6107521-5

Nationality: British Pakistani

Address: 13^th Floor, UBL Building, Jinnah Avenue, Blue Area, Islamabad

3)    Name: Rizwan Pervez

CNIC: 37401-8816671-9

Nationality: British Pakistani

Address: 13^th Floor, UBL Building, Jinnah Avenue, Blue Area, Islamabad

h)    Detail of any existing holding of voting rights in the Target Company:

i.              Which the acquirer(s) owns or over which it has control or direction:

Nil 

ii.             Which is owned or controlled or directed by any person acting in concert with the acquirer(s):

Nil

iii.            In respect of which the acquirer or any person acting in concert with him has received an irrecoverable commitment to accept the takeover offer; and in respect of which the acquirer or any person acting in concert with him holds an option to purchase or warrants or other convertible securities:

Nil

i)     All conditions (including normal conditions relating to acceptance, listing and increase or capital) to which the public offer or the posting of it is subject.

              Not Applicable 

PART C

2) Information about the Target Company:

a)    Name of the Target Company, its directors and major shareholders along with number of shares and percentage of paid-up capital: 

i.          Name of the Target Company: Samba Bank Limited

ii.         Names of Directors:

iii.        Major Shareholders of the Target Company:

Note: Shareholding pattern has been taken from the annual audited accounts for the year ended 31^st December, 2020 (updated to reflect the merger of Samba Financial Group - Saudi Arabia with and into National Commercial Bank - Saudi Arabia to form Saudi National Bank).

b)    Total number of issued shares of the Target Company: 

Based on the annual audited accounts for year ended 31^st December, 2020, the total number of shares issued are 1,008,238,648 ordinary shares of Rs. 10/- each.

c)    Date of listing and offer price of initial public offering

d)    Opening price at securities exchange at time of listing: Not Available

e)    Share price quoted on the securities exchange one day before the public announcement of intention: 

As per the data available on the PSX website, the closing share price as at February 2, 2022 (one day before public announcement of intention) was PKR 12.40 per share. 

f)     The weighted average share price as quoted on the securities exchange during four weeks preceding the date of public announcement of intention: 

The weighted average share price during the four weeks preceding the date of public announcement of intention is PKR 12.69* per share.

*The weighted average price is computed based on 17 trading days during the last four weeks i.e. from January 3, 2022 till February 2, 2022.

g)    Financial position/performance of the target company for the last five years, including profit/loss after tax, earning per share, payout:

Any questions in regard to this announcement can be directed to:

Manager to the Offer 

AKD Securities Limited

Investment Banking

602, Continental Trade Centre, Block 8, Clifton, Karachi, Pakistan

PABX: +92 (21) 35374291

Email: [email protected]