Last checked at 14 Apr 2021 09:17
Resolutions for the Board of Directors Meeting Held on 13/04/2021
Cairo, April 14th, 2021: EFG Hermes S.A.E. Board of Directors convened on Tuesday 13/04/2021 at 12:00 p.m. (CLT) and:
First: Approval of the transaction to acquire 76% of the shares of the Arab Investment Bank, in a consortium with The Sovereign Fund of Egypt (TSFE), through a capital increase of the Bank's issued and paid capital to EGP 5 Billion, so that the shareholding percentage of EFG Hermes Holding becomes 51% and the shareholding percentage of TSFE, through a wholly owned sub-fund, 25%, while the National Investment Bank will maintain 24% after implementation of the capital increase.
The Board of Directors also approved the Fair Value Report of the capital increase shares to be issued by the Bank, in application of Article 44 of the Listing and Delisting Rules of the Egyptian Exchange. Such report has been prepared by the independent financial advisor, PricewaterhouseCoopers and FRA has issued a letter confirming that it conforms with the Rules of Evaluation of Establishments.
The Board further authorized the CEO to complete the negotiations in order to finalize the Subscription Agreement and sign all the relevant contract documents on behalf of the Company at the earliest opportunity. It should be noted that such signature will not result in the implementation of the acquisition transaction, until all the conditions precedent provided in the Agreement are satisfied, including obtaining the required approvals from the competent authorities, particularly the Central Bank of Egypt, and taking the required measures and procedures required for the execution of the acquisition transaction.
Second: Ratifying the details of the proposed ESOP contemplated to be applicable to employees, managers and executive board members of the Company and the template stock grant contract, as well as ratifying the related disclosure statement according to Article 50 of the EGX Listing Rules and Article 61 of their Executive Regulations as well as the related documents to be submitted to the EGX in preparation for submission to the Extraordinary General Assembly of Shareholders of the Company for final ratification. The Board also authorized the Chairperson to introduce any changes required by the EGX on the above-mentioned disclosure statement, with the right to delegate any such authorities to any of the legal or financial advisors of the Company.
Third: Delegating the Chairperson to invite the Extraordinary General Assembly of the Shareholders of the Company, following the approval of the EGX on the publication of the disclosure statement related to the proposed ESOP program on the EGX screens, to be held within one month from the date of the publication of the disclosure statement, and to determine the date and location of the meeting and undertake the necessary procedures. The agenda of the said meeting will also include amending Articles 10, 16, 19, 37, 40 and 49 of the Statutes of the Company.
*Also attached is a summary report issued by PWC for an indicative fair value assessment on aiBank.
For further information:
Investor Relations Department
Email: investor-relations@efg-hermes.com
Tel: +20 (0)2 35356710
Fax: +20 (0)2 3535 7017
Head of Investor Relations - Hanzada Nessim
Email: hnessim@efg-hermes.com
Tel: +20 (0)2 35356502
Fax: +20(0)2 3535 7017
www.efg-hermes.com