NCB, Samba shareholders give go-ahead for merger

Logo of NCB and Samba

Shareholders of National Commercial Bank (NCB) and Samba Financial Group approved today, March 1, 2021, the merger of both banks, during their respective extraordinary general meetings (EGM).

The merger will be implemented in accordance with Articles 191 to 193 of the Companies Law through issuing 0.739 shares in NCB for every Samba share.

Shareholders also approved increasing NCB's capital from SAR 30 billion to SAR 44.78 billion, as per the merger agreement. The capital increase will be implemented when the merger becomes effective in accordance with the Companies Law and merger agreement.

Details of NCB Capital Increase
Current capital	SAR 30 mln
No. of shares	3 bln shares
Post-increase capital	SAR 44.78 bln
No. of shares post-increase	4.48 bln shares
Increase	49.3%
Purpose of increase	Merge Samba Financial Group into NCB through transferring the former's assets and liabilities to the latter under share swap.
Increase method	The issuance of 1,478 million ordinary shares for the planned merger, and transfer of Samba's assets and liabilities to NCB through the swap agreement.
Swap co-efficient	Samba shareholders will receive 0.739 share in NCB for each owned share in Samba.
Eligibility	Samba shareholders registered at Samba register of shareholders at the end of the second trading period following the effective date.

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