Ominvest makes revised offer with intention to acquire 75% of Ahli Bank

Subject: Revised Intention to make an Offer to Acquire up to 75% of the Issued Share Capital of Ahli Bank SAOG and Subsequent Merger of Ahli Bank SAOG with Oman Arab Bank SAOG

Further to our disclosure dated 15 May 2023 announcing the intention for Oman International Development and Investment Co. SAOG (“Ominvest”) to lead a Consortium, which will make an offer for the entire issued share capital of Ahli Bank SAOG (“Ahli Bank), the Board of Directors of Ominvest on 23 May 2023 resolved to revise (the “Offer”) as per the below terms. The remainder of the terms of the Offer will remain identical to the ‘terms outlined in the disclosure on 15 May 2023.

The Consortium will make an increased cash offer of 200 bz (“Offer Price”) per share to all the shareholders of Ahli Bank and thereby provide a fair, equal and attractive cash offer to all the shareholders of Ahli Bank to participate and benefit from the Offer.

Ominvest, through its fully owned subsidiary currently owns 8.68% shareholding in Ahli Bank. The Consortium intends to acquire up to 66.32% of the issued share capital of Ahli Bank with an objective to own up to 75% of the issued share capital of Ahli Bank. Ahli Bank shall maintain a minimum free float of 25% of the issued share capital in accordance with the relevant regulatory requirements.

The Offer shall be made as follows:

1. Ahli United Bank as the strategic long-term investor of Ahli Bank shall be paid the Offer Price of 200 bz per share in full towards their 35% shareholding in Ahli Bank amounting to RO 136.5 million.

2. All other shareholders of Ahli Bank will have an opportunity to participate in the Offer as follows:

– Receive a minimum of 55.6% consideration in cash (on a pro-rata basis), at an attractive offer price of 200 bz per share amounting to RO 122.12 million.

– For the remaining portion, they will continue as a shareholder in Ahli Bank during the intervening period before the intended merger of Ahli Bank with Oman Arab Bank (“OAB”) and the shares of Ahli Bank will continue to be traded on Muscat Stock Exchange. At the time of the intended merger, legal, financial, valuation and tax due diligence exercise will be conducted for both the Banks to determine appropriate and fair share swap ratio.

The proposed Offer shall be funded by the members of the Consortium from their own funding sources, thereby resulting in a positive foreign direct investment in the Sultanate of Oman. This will mean that there is no constraint on Ahli Bank or OAB ‘s capital or lending ability as a result of the Offer.

Ominvest and the other members of the Consortium have significant experience in the financial services sector within the region. The Consortium shall be a committed anchor investor who will support Ahli Bank’s growth and provide further strategic direction.

The Offer shall be pursuant to the Takeover Regulations and is subject to the approval of the shareholders, Central Bank of Oman and any other applicable requirements.

Further information in relation to the above shall be provided in due course and in line with the Takeover Regulations and disclosure requirements.