Samba-NCB merger takes effect as creditor objection period ends

Logos of NCB and Samba

Samba Financial Group announced the expiry of the creditor objection period on March 31, 2021, without receiving any creditor objections, the bank said in a statement to Tadawul.

The merger with National Commercial Bank (NCB) will take effect, pursuant to which Samba will cease to exist as a separate legal entity. Moreover, all the assets and liabilities of Samba will be transferred to NCB, which continues to exist as a legal entity.

Accordingly, all of Samba’s shares will be cancelled and NCB will issue 1.48 million ordinary shares at a nominal value of SAR 10 each through raising its paid-up capital, in favor of Samba shareholders who are registered in Samba’s share register at the Securities Depository Center Co. (Edaa) by the close of trading on Sunday, April 4, the statement added.

In a separate bourse statement, NCB announced that its name changed to Saudi National Bank, starting from the date of the merger taking effect, based on the extraordinary general meeting approval on March 1, 2021. 

Work is currently underway to complete the procedures to register the new name in order to commence the official use.

The cancelation of listing of Samba’s shares on Tadawul, and listing of the consideration shares and deposit of the same in the accounts of the eligible Samba shareholders will be completed within a timeframe not exceeding the sixth trading period after this announcement.

An announcement will be made upon the completion of the above step.

In the event that the exchange ratio calculation produces a fractional share, the resulting figure will be rounded down to the nearest share. Samba will aggregate all fractional entitlements and sell, based on the shares market price at the time, on behalf of all its shareholders.

Those who are entitled to receive a fractional share in the bank in the market for cash, and subsequently distribute the net cash proceeds to Samba shareholders, proportionate to their respective fractional entitlements, within a period not exceeding 30 days from the date of this announcement.

Any expenses in relation to the sale of fractional shares will be paid from the proceeds of such sale.

Meanwhile, NCB’s board of directors approved the appointment of two new board members, Ammar Abdul Wahed Al Khudairy and Yazeed Abdulrahman Al Humied. The new members will complete the remaining term of the board’s current session ending on May 14, 2021.

Al Khudairy held key leadership roles in various Saudi financial institutions, including Riyad Bank, United Saudi Bank, and Banque Saudi Fransi. He was the chairman of Samba from January 2019 until March 2021, and also a board member from 2015 to 2018.

He has over 30 years’ experience in the financial sector, with a special focus on the areas of corporate banking, project finance, corporate finance, M&A, and asset management.

Al Humied is the head of Local Holdings Investments Division in the Public Investment Fund (PIF), where his responsibilities include managing two major investment pools: Saudi Equity Holdings pool and Saudi Sector Development pool.

His career journey surpasses 16 years, during which he developed an extensive experience in both the financial and management fields.

Al Humied holds a bachelor’s degree in Accounting from King Saud University and multiple executive management certifications from major international educational programs, such as the London Business School.

The appointments will be presented in the next general assembly for ratification.

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