KCB group PLC has served the board of National Bank with a take-over offer document to acquire a hundred percent (100%) of the ordinary shares of the Company upon re-designation of the Preference Shares into ordinary shares.
The take-over offer document is pursuant to Capital Markets Regulations (Take-Overs and Mergers, 2002) and details the material information from the offeror to enable the shareholders of the acquired bank make an informed decision.
According to a statutory notice from National Bank, published in the local dailies, KCB intends to satisfy the Offer Price/Purchase Consideration through a share swap of one (1) ordinary share of KCB for every ten (10) ordinary shares of the Company
Equally, the take-over offer Document outlines several conditions requisite to the completion of the bid. One of the conditions is the delisting of National Bank from the Nairobi Securities Exchange upon acceptance of the Offer by not less than 75% of the Offer Shares including scope for minority squeeze out.
The other condition is the conversion of the 1,135,000,000 preference shares in the capital of the Bank held by the two principal shareholders – the National Treasury (“GOK”) and National Social Security Fund (“NSSF”) should be converted on a one/one basis into 1,135,000,000 new ordinary shares at the Completion of the Take Over Bid.
The transaction is also subject to the procurement of regulatory approvals from, amongst others, the Capital Markets Authority, the Central Bank of Kenya, and the Competition Authority of Kenya.
National Bank of Kenya Limited (“NBK) shareholders last Friday (14th,June) overwhelmingly approved the conditional conversion of preference shares into ordinary shares upon the completion of a proposed Take-Over bid by KCB Group or a competing bid.
Commenting on the approvals, National Bank Board Chairman Mohamed Hassan said National Bank’s board will analyze the bid and give appropriate recommendations to its shareholders. He said: The shares are personal to the individual shareholders and therefore the respective shareholders will make their own decisions.
He added; “The preservation of value remains the most important tenet for all the stakeholders and the board is working with management to ensure that ongoing business initiatives continue unabated.”
According to Capital Markets Regulations (Take-Overs and Mergers, 2002), National Bank shareholders are poised to receive a circular notice prepared by the board and experts advising on the viability of the offer