Commercial Intnl Bank (Egypt) SAE Items to be discussed in EGM of March 15th, 2020 (6519D)
20 2월 2020 - 11:39PM
UK Regulatory
TIDMCBKD
RNS Number : 6519D
Commercial Intnl Bank (Egypt) SAE
20 February 2020
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Extraordinary General Assembly
15 March 2020
Summary of Issues to Be Discussed
Subject
Issuance of Financial Instruments
Based on the resolution of CIB's Board of Directors in its
meeting of February 03, 2020 and in accordance of Article "19" of
the Bank's Statute, the approval of the Extraordinary General
Assembly is sought on the following:
First: To delegate the Board of Directors to issue financial
instruments (bonds or Subordinated Debt) to finance various
business activities. Both instruments can be included at the Bank
Capital and/or Tier II recognition. The terms of issuance could
include all needed guidelines to include the financial instruments
in capital if required. The financial instruments could be
tradable, and it could be convertible into shares and could be
subordinated (the bondholder or lender has to waive his repayment
priority right) according to the discretion of the Board of
Directors and in accordance with the regulations of the Central
Bank of Egypt.
Second: To delegate the Board of Directors in determining the
date and all terms pertaining to the issuance and in amending any
term as requested by the governing authorities or as viewed
necessary by the Board of Directors in light of the market
perceived conditions and in compliance with the prevailing
laws.
Third: To delegate the Board of Directors to fulfill all related
issuance requirements and procedures during the two years following
the Extraordinary General Assembly's approval in accordance with
the Companies Law 159 for 1981 and Law 95 for 1992 and their
executive regulations.
Following is the proposed issuance structure:
1) Value of Bonds and/or Subordinated Debt to be issued:
A maximum of 15 billion Egyptian Pounds or its equivalent in
Foreign Currencies to be issued in one or more tranches through a
public offering or a private placement through local or
international markets.
2) Purpose of Issuance:
To finance the Bank's expansion plan.
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CIB Extraordinary General Assembly 15 March 2020
Summary of Issues to be Discussed
3) Par Value per bond and/or subordinated debt:
The Board of Directors to determine the par value per bond or
subordinated debt for each issuance locally and
internationally.
4) Issuance fees and commission:
The Board of Directors is to set the fees and commissions for
each bond or loan issued in Egyptian Pounds or foreign currency and
in case of issuing the bond or subordinated debt in international
markets, fees and commissions are to be set in accordance with the
international standards.
5) Bond Denomination:
The bonds may be in denominations of one bond, ten bonds, one
hundred bonds and one thousand bonds.
6) Bonds and/or subordinated debt Tenor:
The bonds and subordinated debt to be issued for a tenor of no
less than five years and no more than ten years as determined by
the Board of Directors in each issuance provided that the bonds or
subordinated debt will be fully amortized by the end of the
issuance tenor and the Bank has the right to repay prior to the
final maturity date.
Also, the Bank has the right to issue the bonds or subordinated
debt, provided that, the bondholder or lender shall waive his
repayment priority as determined by Board of Directors and the
redemption value of bonds or subordinated debt should be
prioritized after debts and any other financial liabilities.
7) Convertibility of Bonds and/or subordinated debt into Shares:
A maximum of fifteen billion Egyptian Pounds or its equivalent
in foreign currency of bonds or subordinated debt may be converted
into stocks according to the terms determined by the Board of
Directors and in compliance with the prevailing laws.
8) Rate of Return for Bonds and/or subordinated debt:
A fixed or floating rate of return is to be determined by the
Board of Directors for each issuance.
9) Coupon Tenor:
To be determined by the Board of Directors for each
issuance.
10) Minimum Subscription Amount:
To be determined by the Board of Directors for each
issuance.
11) Bonds or subordinated debt Offering:
Bonds or subordinated debt to be offered in local and/or
international markets and in one or more public offering or private
placement as determined by the Board of Directors for each
issuance.
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CIB Extraordinary General Assembly 15 March 2020
Summary of Issues to be Discussed
12) Other Terms for Bonds and/or subordinated debt:
Delegate the Board of Directors in fulfilling all necessary
steps and procedures in relation to bonds or subordinated debt
issuance, determining the convertible and non-convertible tranches,
dates and methods of issuance, currency for each tranche, returns,
related fees commissions, determining fees and commissions to be
paid to foreign banks involved in the issuance in accordance of the
international standards, determining any other terms for the
issuance of the bonds or subordinated debt, whether over one or
more tranches and in amending any term as necessary provided that
it is in compliance with the prevailing laws and delegating the
Chairman and Managing Director or his delegates in dealing with all
administrative departments and finishing all necessary procedures
related to issuing the previous mentioned financial
instruments.
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END
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