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Al Khaliji Shareholders Approve Merger with Masraf Al Rayan

Al Khaliji Shareholders Approve Merger with Masraf Al Rayan

Thursday, October 7, 2021/ Editor -  

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● Approval of all Extraordinary General Meeting (EGM) agenda items, including approval of proposed Merger with Masraf Al Rayan
● Suspension of trading in al khaliji shares until the completion of the Merger
● Dissolution of al khaliji for the purpose of the Merger subject to all applicable laws and regulations
● On track towards creating one of the largest, leading Sharia-compliant banks in the region
 
Doha - 07, October 2021: Al Khalij Commercial Bank (al khaliji) P.Q.S.C. (“al khaliji”) today successfully held its Extraordinary General Meeting (“EGM”) electronically during which the shareholders of the bank considered and passed five resolutions pertaining to the ongoing merger (the “Merger”) with Masraf al Rayan Q.P.S.C. (“Al Rayan”). 
 
Shareholders approved the dissolution of al khaliji for the purpose of its merger with Al Rayan subject to all applicable laws and regulations. As a result, trading in al khaliji shares will be suspended with immediate effect until the completion of the Merger (or effective date). At this date, al khaliji shareholders will be issued shares of Al Rayan. 
 
Additionally, the shareholders approved the proposed merger of al khaliji and Al Rayan, which is to be effected by way of a merger pursuant to Article 278 of Qatar Commercial Companies Law Number 11 of 2015 and its subsequent amendments and the provisions of the Qatar Central Bank Law Number 13 of 2012, through the issuance of new shares in Al Rayan on the basis of the shareholders of al khaliji receiving 0.5 Al Rayan shares for every 1 share in al khaliji (“Exchange Ratio”), subject to obtaining all regulatory approvals and fulfilling all the conditions precedent set out in the Merger Agreement dated 7 January 2021 between al khaliji and Al Rayan (the “Merger Agreement”).
 
H.E. Sheikh Hamad bin Faisal bin Thani Al-Thani, Chairman and Managing Director of al khaliji, said: “This was a very constructive meeting and one of the key milestones towards completing the Merger. With our shareholders on board, we can continue our efforts in this area to complete this landmark transaction and create one of Qatar’s and the region’s leading Sharia-compliant banks which will bolster Qatar’s economic growth and finance development initiatives in line with the Qatar Vision 2030.”
 
Mr. Fahad al Khalifa, Group CEO of al khaliji, said: “The successful conclusion of this EGM is a pivotal step towards completing our Merger with Al Rayan. Now that we have the support of our shareholders, we can continue our efforts to create a large unified financial institution with a robust capital base that will be a boon to our investors, customers, and the State of Qatar. Today’s shareholder approval enables us to complete remaining regulatory requirements, which will pave the way for implementing our integration plans for both entities. I would like to thank everyone associated with this process thus far and I look forward to completing the transaction in the shortest possible time.”
 
Shareholders also approved the extension of the mandate of the existing al khaliji Board of Directors until the completion of the Merger and the Fairness Opinion Report by Barclays Bank PLC. The report concludes that the Exchange Ratio pursuant to the proposed transaction which results in al khaliji shareholders receiving 1,800,000,000 news shares in Al Rayan’s share capital is fair, from a financial point of view to the holders of al khaliji shares.  
 
The  EGM concluded with the authorization of the Board of Directors, the Chairman or any person so authorized by them, to adopt any resolution or take any action as may be necessary to implement any and all of the above resolutions including, without limitation, to apply for a resolution of the Ministry of Commerce and Industry,  the Qatar Central Bank, the Qatar Financial Markets Authority and/or any other authority including in the UK, UAE and France to finalize and declare the merger between Al Rayan and al khaliji, to transfer assets of al khaliji to Al Rayan,  to dissolve al khaliji and to sign any documents and agreements in relation to the above.
 
It was reaffirmed that the Merger is subject to regulatory approvals and that both entities will continue to operate independently until the effective date of the Merger. 
 
The successful outcomes of al khaliji’s EGM constitute an important step towards concluding this landmark merger, paving the way for the expeditious integration of al khaliji and Al Rayan and allowing the merged bank to benefit from a pool of experience, resources, and financial strength to build a strong institution for its customers and all other stakeholders.

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