TIDMIBB
RNS Number : 0671D
Islamic Bank of Britain Plc
16 March 2011
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
16 March 2011
RECOMMENDED UNCONDITIONAL CASH OFFER FOR ISLAMIC BANK OF BRITAIN
PLC
Summary
-- Qatar International Islamic Bank Q.S.C ("QIIB") and Islamic
Bank of Britain PLC (the "Company" or "IBB") announce that they
have reached agreement on the terms of a recommended unconditional
cash offer to be made by QIIB for the entire issued and to be
issued share capital of the Company not already held by QIIB.
-- Under the terms of the Offer, Shareholders will receive one
penny in cash for each IBB Share. The terms of the Offer value
IBB's fully diluted share capital at GBP25,464,700 (twenty five
million four hundred and sixty four thousand seven hundred
pounds).
-- The consideration under the terms of the Offer represents a
70.4 per cent discount to the Closing Price of 3.38 pence per IBB
Share on 15 March 2011, being the last business day prior to the
Announcement Date.
-- QIIB has received irrevocable undertakings from Gerry Deegan
and Sultan Choudhury, who are directors of IBB, to accept the Offer
in respect of their IBB Shares, representing in aggregate
approximately 0.002 per cent of the IBB Issued Share Capital.
-- QIIB was incorporated under Amiri Decree No. 52 of 1990 and
is listed on the Qatar Exchange. QIIB's registered office is at
Grand Hamad Street, PO Box 664, Doha, Qatar. QIIB has 14 branches
and 50 ATMs across Qatar and is primarily engaged in banking,
financing and investing activities in accordance with the
provisions of Sharia law.
-- QIIB's long-term strategy is to build an international
Sharia-compliant banking business and it believes that its
extensive experience in Sharia banking, together with a sound
record of consistent profitability, will allow it to develop and
integrate the IBB business efficiently into the Wider QIIB
Group.
-- IBB is a public limited company incorporated in England and
Wales with company number 4483430 and registered office at
Edgbaston House, 3 Duchess Place, Birmingham B16 8NH. IBB's shares
were admitted to trading on AIM on 12 October 2004 and IBB is the
UK's first Financial Services Authority approved fully
Sharia-compliant retail bank.
-- The IBB Directors, who have been so advised by Cattaneo LLP,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the IBB Directors, Cattaneo LLP has taken into
account the commercial assessments of the IBB Directors.
Accordingly, the IBB Directors intend to unanimously recommend that
Shareholders accept the Offer as they have irrevocably undertaken
to do in respect of their own beneficial holdings which amount, in
aggregate, to 54,000 IBB Shares, representing approximately 0.002
per cent of the IBB Issued Share Capital.
The Offer Document, which will shortly be dispatched to holders
of IBB Shares (other than holders resident in Restricted
Jurisdictions), will set out the terms of the Offer and certain
information about QIIB and IBB.
Commenting on the Offer, HE Sheikh Dr Khalid Bin Thani Bin
Abdullah Al Thani, Chairman of QIIB, stated that:
"We are delighted to formally announce our firm intention to
make an unconditional offer in cash, for the issued share capital
of IBB that we do not already own.
"Our long-term strategy is to build an international
Sharia-compliant banking business and we believe that our extensive
experience in Sharia banking will allow us to develop and integrate
the IBB business into the QIIB group. We look forward to working
closely with the existing management of the IBB business and to
developing it in the long term".
Mr. Robert Owen, Chairman of IBB, commented:
"In the absence of access to alternative additional sources of
funds, the Board believes that it will be difficult for IBB to
achieve the necessary asset growth to achieve profitability and
therefore the Board welcomes the Offer from QIIB which will provide
all shareholders the opportunity to exit their shareholding should
they so desire".
This summary should be read in conjunction with, and is subject
to, the full text of this announcement. The Terms of the Offer are
set out in Appendix 1 to this announcement. Appendix 2 to this
announcement contains the sources and bases of information used in
this announcement. Appendix 3 to this announcement contains details
of the irrevocable undertakings. Appendix 4 to this announcement
contains the definitions of certain expressions used in this
summary and in this announcement.
In this announcement all references to "pounds", "GBP", "p" or
"pence" are to the lawful currency of the United Kingdom.
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers (the "Code"), the Company confirms that it has
2,546,470,000 ordinary shares of one penny each in issue. The
International Securities Identification Number for the ordinary
shares is GB00B02KNV97.
Enquiries:
QIIB
Aasim Qureshi, QNB Capital LLC Telephone: +974 4496 8118
Westhouse Securities Limited (financial adviser to QIIB)
Tim Feather / Dermot McKechnie Telephone: +44 20 7601 6100
www.westhousesecurities.com IBB
Gerry Deegan - Managing Director
+44 121 452 7300
www.islamic-bank.com
Cattaneo LLP - Rule 3 Adviser to IBB
Charles Cattaneo
Ian Stanway
+44 121 616 0395
www.cattaneo.co.uk
Grant Thornton Corporate Finance - Nominated Adviser
Gerald Beaney / Salmaan Khawaja / David Hignell
+44 207 383 5100
www.grant-thornton.co.uk
This announcement is not intended to be and does not constitute,
or form any part of, an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in or into any jurisdiction in contravention of any
applicable law.
The Offer will be made solely by means of the Offer Document and
the acceptance forms accompanying the Offer Document, which will
contain the full terms of the Offer, including details of how it
may be accepted.
The IBB Directors accept responsibility for the information
contained in this announcement relating to IBB, the IBB Directors
and the opinions attributable to the IBB Directors. To the best of
the knowledge and belief of the IBB Directors (who have taken all
reasonable care to ensure such is the case), the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not affect the import of such
information.
The Directors of QIIB accept responsibility for the information
contained in this announcement relating to QIIB, the QIIB Directors
and the opinions attributable to the QIIB Directors. To the best of
the knowledge and belief of the Directors of QIIB (who have taken
all reasonable care to ensure such is the case), the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not affect the import of such
information.
Westhouse Securities Limited is acting exclusively for QIIB and
no one else in connection with the Offer and will not be
responsible to anyone other than QIIB for providing the protections
afforded to clients of Westhouse Securities Limited or for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
Cattaneo LLP is acting exclusively for IBB and no one else in
connection with the Offer and will not be responsible to anyone
other than IBB for providing the protections afforded to customers
of Cattaneo LLP or for providing advice in relation to the Offer or
any other matter referred to in this announcement.
Overseas Jurisdictions
The distribution of this announcement in jurisdictions other
than the UK and the availability of the Offer to Shareholders who
are not resident in the UK may be affected by the laws of the
relevant jurisdictions. Therefore any persons who are subject to
the laws of any jurisdiction other than the UK or Shareholders who
are not resident in the UK will need to inform themselves about,
and observe, any applicable requirements. Except as required by
applicable law, copies of this announcement are not being, and may
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any Restricted Jurisdiction.
In particular, the Offer is not, unless decided otherwise by
QIIB, being made in or into, and is not capable of acceptance in or
from, any Restricted Jurisdiction. Persons receiving this
announcement (including, without limitation, custodians, nominees
or trustees) should observe these restrictions and should not send
or distribute documents in or into any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK.
Forward-Looking Statements
This announcement contains a number of "forward-looking
statements" relating to QIIB and IBB and the business sectors in
which they operate. Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates",
"forecast", "plan" and "project" or similar expressions identify
forward-looking statements. Such statements reflect the relevant
company's current views with respect to future events and are
subject to risks, assumptions and uncertainties that could cause
the actual results to differ materially from those expressed or
implied in the forward-looking statements. Many of these risks,
assumptions and uncertainties relate to factors that are beyond the
relevant company's ability to control or estimate precisely, such
as future market conditions, changes in general economic and
business conditions, introduction of competing products and
services, lack of acceptance of new products or services and the
behaviour of other market participants. Although the expectations
reflected in such forward-looking statements are considered
reasonable, there can be no assurance that such expectations will
prove to have been correct. You should not, therefore, place undue
reliance on these forward-looking statements, which speak only as
of the date of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent or more of any class of relevant
securities of an offeree company or of any paper offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any paper offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on IBB website
In accordance with Rule 19.11 of the Takeover Code, a copy of
this announcement will be available at
www.islamic-bank.com/investor-relations/regulatory-information by
no later than 12 noon on 17 March 2011.
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM
ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
16 March 2011
RECOMMENDED UNCONDITIONAL CASH OFFER FOR ISLAMIC BANK OF BRITAIN
PLC
1. Introduction
Qatar International Islamic Bank Q.S.C (QIIB)and Islamic Bank of
Britain PLC (the Company or IBB) announce that they have reached
agreement on the terms of a recommended unconditional cash offer to
be made by QIIB for the entire issued and to be issued share
capital of the Company not already held by QIIB.
2. The Offer
Under the terms of the Offer, which will be subject to the
further terms set out in Appendix 1 to this announcement and the
further terms to be set out in full in the Offer Document,
Shareholders will be entitled to receive:
for each IBB Share one penny in cash
The Offer values the Company's fully diluted ordinary share
capital at GBP25,464,700 (twenty five million four hundred and
sixty four thousand seven hundred pounds).
The Offer will extend, subject to the further terms set out in
Appendix 1, to any new IBB Shares unconditionally allotted or
issued on or after the date the Offer was made and to any further
IBB Shares unconditionally allotted or issued while the Offer
remains open for acceptance (or such earlier date as QIIB may,
subject to the Takeover Code, decide).
The consideration under the terms of the Offer represents a 70.4
per cent discount to the Closing Price of 3.38 pence per IBB Share
on 15 March 2011, being the last business day prior to the
Announcement Date.
3. Background to and reasons for the Offer
QIIB has been a shareholder in the Company since 11 October
2004. In August 2010, QIIB subscribed for 2,000,000,000 IBB Shares
by way of a placing, taking its shareholding in the Company to
2,061,299,155 IBB Shares (representing 80.95 per cent of the total
issued share capital of the Company) (the Subscription). Details of
the Subscription were set out in a circular to shareholders dated
27 July 2010. Following the Subscription and an ongoing review of
the Company, QIIB considers that the most appropriate action for
the future success of the Company is for QIIB to acquire all
minority shareholdings in the Company and to apply for the
cancellation of the Company's admission to trading on AIM.
4. Background to and reasons for recommending the Offer
The reduction in Islamic interbank yields in 2008/09 affected
IBB's margin income and contributed to a 67 per cent reduction in
operating income for the year ended 31 December 2009 from GBP4.92
million to GBP1.60 million. Poor market conditions persisted into
2010 and as a result, operating income remained fairly static in
the year ended 31 December 2010 at GBP1.64 million.
IBB's ability to generate new business has been, and is being,
restricted due to a number of factors including the limited
availability of funding for new assets and the limited capital
available after factoring in projected results. Any material
increase in net income will be dependent upon further injections of
capital.
Whilst the net assets of the Company have increased by
injections of capital, most recently in August 2010, the Company
has continued to make losses which are eroding its capital base.
The net assets of the Company at 31 December 2010 amounted to
GBP26.2 million which equates to 1.028 pence per IBB Share.
QIIB subscribed for GBP20 million of IBB Shares in August 2010
at a price of one penny per IBB share, which resulted in it holding
80.95 per cent of the IBB Issued Share Capital. This subscription
was approved by independent shareholders of the Company at a
general meeting held on 17 August 2010. The Offer price of one
penny per IBB Share is equal to the price at which QIIB subscribed
for the two billion placing shares in August 2010.
As a result of its shareholding, QIIB already has significant
influence over IBB and is able to pass ordinary and special
resolutions at general meetings of the Company, in which it is
entitled to vote, at will.
QIIB has requested the IBB Directors to take the necessary steps
to apply for the cancellation of the Company's admission to trading
on AIM and, in due course, to re-register the Company as a private
limited company. Further details regarding the cancellation have
been provided later in this announcement.
The QIIB Concert Party already holds in total 88.2 per cent of
the IBB Issued Share Capital leaving just 11.8 per cent in the
hands of minority Shareholders. Minority Shareholders who do not
accept the Offer will be left with shareholdings in an unlisted
entity with no public trading facility for their IBB Shares.
5. Current trading and prospects of IBB
The audited results for the Company for the year ended 31
December 2010 showed operating income of GBP1.6 million (2009:
GBP1.6 million), and losses before tax of GBP8.1 million (2009:
GBP9.5 million). Total assets as at 31 December 2010 were GBP218
million (2009: GBP207 million). The net assets of the Company at 31
December 2010 were GBP26.2 million (2009 GBP16.8 million).
The challenging market conditions look set to persist into 2011
and the IBB Directors and management will continue to identify
opportunities to mitigate these adverse effects. The IBB Directors
will maintain a tight control on costs, though further cost
reductions may impact the operational capability of IBB and its
ability to respond quickly should its financial position
strengthen. The Company will seek asset growth with emphasis on
secured consumer finance assets financed by capital and new funding
when secured.
6. Recommendation
The IBB Directors, who have been so advised by Cattaneo LLP,
consider the terms of the Offer to be fair and reasonable. In
providing advice to the IBB Directors, Cattaneo LLP has taken into
account the commercial assessments of the IBB Directors.
Accordingly, the IBB Directors intend to unanimously recommend
that Shareholders accept the Offer as they have irrevocably
undertaken to do in respect of their own beneficial holdings which
amount, in aggregate, to 54,000 IBB Shares, representing
approximately 0.002 per cent of the IBB Issued Share Capital.
7. Irrevocable undertakings
QIIB has received irrevocable undertakings from each of the IBB
Directors to accept the Offer, in respect of a total of 54,000 IBB
Shares, representing approximately 0.002 per cent of the IBB Issued
Share Capital.
These irrevocable undertakings will remain in full force and
effect and binding even in the event of a higher competing offer
for IBB. Further details on these irrevocable undertakings are
contained in Appendix 3 to this Announcement.
8. Information relating to QIIB
QIIB was incorporated under Amiri Decree No. 52 of 1990 and is
listed on the Qatar Exchange. QIIB's registered office is at Grand
Hamad Street, PO Box 664, Doha, Qatar. QIIB has 14 branches and 50
ATMs across Qatar and is primarily engaged in banking, financing
and investing activities in accordance with the provisions of
Sharia.
QIIB has held an interest in shares in IBB since 11 October 2004
when it subscribed for 45,000,000 shares at 25 pence per IBB Share.
QIIB has a current shareholding of 2,061,299,155 IBB Shares,
representing 80.95 per cent of the IBB Issued Share Capital.
9. Information relating to IBB
IBB is a public limited company incorporated in England and
Wales with company number 4483430 and registered office at
Edgbaston House, 3 Duchess Place, Birmingham B16 8NH. IBB's Shares
were admitted to trading on AIM on 12 October 2004, and the Company
is the UK's first Financial Services Authority approved fully
Sharia-compliant retail bank.
10. Financing of the Offer and cash confirmation
Full acceptance of the Offer will result in the payment by QIIB
of approximately GBP4,852,000 (four million eight hundred and fifty
two thousand pounds) in cash.
The aggregate cash consideration payable by QIIB will be
provided from existing cash resources.
Westhouse Securities Limited, financial adviser to QIIB, is
satisfied that resources are available to QIIB sufficient to
satisfy full acceptance of the Offer.
11. Management, employees and locations
QIIB values the skills, knowledge and expertise of IBB's
existing management and employees and expects them to play an
important role in the further development and continuing growth of
the IBB business. QIIB has given assurances to the IBB Directors
that, upon and following completion of the Offer, the existing
employment and contractual rights (including pension rights) of all
IBB management and employees will be fully safeguarded.
12. IBB cancellation of trading on AIM, re-registration as a
private company and intention to compulsorily purchase IBB
Shares
As mentioned in paragraph 4 above, QIIB has requested the IBB
Directors to take the necessary steps to apply for the cancellation
of the Company's admission to trading on AIM and, in due course, to
re-register the Company as a private limited company. On the basis
that the Offer is unconditional and that Shareholders will be
receiving the Offer Document with details of the Offer including
the cancellation of the Company's admission to trading on AIM there
will be no requirement to hold a general meeting to approve the
cancellation. Once the Company's admission to trading on AIM has
been cancelled, there is no intention to provide a facility to
enable the Company's shares to be traded on any public share
trading platform or to list the Company's shares on an alternative
stock exchange.
Any transaction in the IBB Shares undertaken after the
cancellation will only be capable of being undertaken by private
sale. Shareholders should be aware that the cancellation of trading
of the Company's shares will significantly reduce the liquidity and
marketability of any IBB Shares in respect of which the Offer has
not been accepted.
Further details regarding cancellation of the Company's
admission to trading on AIM will be provided in the Offer
Document.
If QIIB receives acceptances under the Offer in respect of, or
otherwise acquires, 90 per cent or more of the IBB Shares to which
the Offer relates, QIIB will exercise its rights pursuant to
sections 974 to 991 of the Companies Act 2006 to acquire
compulsorily the remaining IBB Shares in respect of which the Offer
has not been accepted
13. Interests in IBB
Save for the QIIB shareholding in the Company referred to in
paragraph 8 above, and the following interests:
-- HE Sheikh Thani Bin Abdulla Bin Thani Jasim Al Thani holds
163,869,619 IBB Shares (or 6.44 per cent of the IBB Issued Share
Capital) and is an indirect holder, through Tadawul Holding Group,
of approximately 27.3 per cent of the shares of QIIB. One of Sheikh
Thani's sons (HE Sheikh Khalid Bin Thani Al Thani) is chairman and
a director of QIIB and another of his sons (HE Sheikh Abdullah Bin
Thani Al Thani) is a director of QIIB. Sheikh Thani also has an
indirect shareholding, through Tadawul Holding Group, in Qatar
Islamic Insurance Company of approximately 22.8 per cent; and
-- Qatar Islamic Insurance Company holds 20,657,972 IBB Shares
(or 0.81 per cent of the IBB Issued Share Capital) and HE Sheikh
Abdullah Bin Thani Al Thani, the vice-chairman of Qatar Islamic
Insurance Company, is a director of QIIB and his brother, HE Sheikh
Khalid Bin Thani Al Thani, the chairman of QIIB, is a director of
Qatar Islamic Insurance Company;
neither QIIB nor any of the directors of QIIB, nor, so far as
the directors of QIIB are aware, any person acting in concert with
QIIB for the purposes of the Offer, has any interest in, right to
subscribe for, or has borrowed or lent any IBB Shares or securities
convertible or exchangeable into IBB Shares (IBB Securities), nor
does any such person have any short position (whether conditional
or absolute and whether in the money or otherwise) including any
short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase
or take delivery or any arrangement in relation to IBB
Securities.
For these purposes, "arrangement" includes any indemnity or
option arrangement or any agreement or understanding, formal or
informal, of whatever nature, relating to IBB Securities which may
be an inducement to deal or refrain from dealing in such
securities.
14. Overseas Shareholders
The availability of the Offer or the distribution of this
announcement to Shareholders who are not resident in the UK may be
affected by the laws of the relevant jurisdictions in which they
are located. Shareholders who are in doubt regarding such matters
should consult an appropriate independent professional adviser in
the relevant jurisdiction without delay.
This announcement does not constitute an offer for sale of any
securities or an offer or an invitation to purchase any
securities.
Shareholders are advised to read carefully the Offer Document
once it has been despatched, which will contain further details in
relation to overseas shareholders of IBB.
15. General and Documentation
The Offer will be governed by English law and will be subject to
the jurisdiction of the English courts. The Offer will be subject
to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange and the Financial Services Authority.
The Offer will be on the terms set out herein and in Appendix 1
and to be set out in the Offer Document. The Offer Document will be
posted to Shareholders (other than persons in a Restricted
Jurisdiction) as soon as practicable and in any event within 28
days of this announcement.
Your attention is drawn to the further information contained in
the Appendices to this announcement which form part of, and should
be read in conjunction with, this announcement.
Appendix 1 to this announcement contains the terms of the
Offer.
Appendix 2 to this announcement contains the sources and bases
of certain information contained in this announcement.
Appendix 3 to this announcement contains details of the
irrevocable undertakings.
Appendix 4 to this announcement contains the definitions of
certain terms used in this announcement.
In accordance with Rule 2.10 of the City Code on Takeovers and
Mergers (the "Code"), the Company confirms that it has
2,546,470,000 ordinary shares of one penny each in issue. The
International Securities Identification Number for the ordinary
shares is GB00B02KNV97.
Enquiries:
Qatar International Islamic Bank Q.S.C
Aasim Qureshi, QNB Capital LLC Telephone: +974 4496 8118
Westhouse Securities Limited -- financial adviser to QIIB
Tim Feather / Dermot McKechnie Telephone: +44 20 7601 6100
www.westhousesecurities.com
Islamic Bank of Britain PLC
Gerry Deegan - Managing Director
+44 121 452 7300
www.islamic-bank.com
Cattaneo LLP - Rule 3 Adviser to IBB
Charles Cattaneo
Ian Stanway
+44 121 616 0395
www.cattaneo.co.uk
Grant Thornton Corporate Finance - Nominated Adviser to IBB
Gerald Beaney / Salmaan Khawaja / David Hignell
+44 207 383 5100
www.grant-thornton.co.uk
This announcement is not intended to be and does not constitute,
or form any part of, an offer to sell or the solicitation of an
offer to subscribe for or buy any securities, nor shall there be
any sale, issue or transfer of the securities referred to in this
announcement in or into any jurisdiction in contravention of any
applicable law.
The Offer will be made solely by means of the Offer Document and
the acceptance forms accompanying the Offer Document, which will
contain the full terms of the Offer, including details of how it
may be accepted.
The Directors of IBB accept responsibility for the information
contained in this announcement relating to IBB, the IBB Directors
and the opinions attributable to the IBB Directors. To the best of
the knowledge and belief of the Directors of IBB (who have taken
all reasonable care to ensure such is the case), the information
contained in this announcement is in accordance with the facts and
does not affect the import of such information.
The Directors of QIIB accept responsibility for the information
contained in this announcement relating to QIIB, the QIIB Directors
and the opinions attributable to the QIIB Directors. To the best of
the knowledge and belief of the Directors of QIIB (who have taken
all reasonable care to ensure such is the case), the information
contained in this announcement for which they are responsible is in
accordance with the facts and does not affect the import of such
information.
Westhouse Securities Limited is acting exclusively for QIIB and
no one else in connection with the Offer and will not be
responsible to anyone other than QIIB for providing the protections
afforded to clients of Westhouse Securities Limited or for
providing advice in relation to the Offer or any other matter
referred to in this announcement.
Cattaneo LLP is acting exclusively for IBB and no one else in
connection with the Offer and will not be responsible to anyone
other than IBB for providing the protections afforded to customers
of Cattaneo LLP or for providing advice in relation to the Offer or
any other matter referred to in this announcement.
Overseas Jurisdictions
The distribution of this announcement in jurisdictions other
than the UK and the availability of the Offer to Shareholders who
are not resident in the UK may be affected by the laws of the
relevant jurisdictions. Therefore any persons who are subject to
the laws of any jurisdiction other than the UK or Shareholders who
are not resident in the UK will need to inform themselves about,
and observe, any applicable requirements. Except as required by
applicable law, copies of this announcement are not being, and may
not be, mailed or otherwise forwarded, distributed or sent in, into
or from any Restricted Jurisdiction.
In particular, the Offer is not, unless decided otherwise by
QIIB, being made in or into, and is not capable of acceptance in or
from, any Restricted Jurisdiction. Persons receiving this
announcement (including, without limitation, custodians, nominees
or trustees) should observe these restrictions and should not send
or distribute documents in or into any Restricted Jurisdiction.
This announcement has been prepared for the purpose of complying
with English law and the Takeover Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the UK.
Forward-Looking Statements
This announcement contains a number of "forward-looking
statements" relating to QIIB and IBB and the business sectors in
which they operate. Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates",
"forecast", "plan" and "project" or similar expressions identify
forward-looking statements. Such statements reflect the relevant
company's current views with respect to future events and are
subject to risks, assumptions and uncertainties that could cause
the actual results to differ materially from those expressed or
implied in the forward-looking statements. Many of these risks,
assumptions and uncertainties relate to factors that are beyond the
relevant company's ability to control or estimate precisely, such
as future market conditions, changes in general economic and
business conditions, introduction of competing products and
services, lack of acceptance of new products or services and the
behaviour of other market participants. Although the expectations
reflected in such forward-looking statements are considered
reasonable, there can be no assurance that such expectations will
prove to have been correct. You should not, therefore, place undue
reliance on these forward-looking statements, which speak only as
of the date of this announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1% or more of any class of relevant securities of an
offeree company or of any paper offeror (being any offeror other
than an offeror in respect of which it has been announced that its
offer is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any paper
offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1% or more of any class of relevant
securities of the offeree company or of any paper offeror must make
a Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any paper offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 pm (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on IBB website
In accordance with Rule 19.11 of the Takeover Code, a copy of
the announcement will be available at
www.islamic-bank.com/investor-relations/regulatory-informationby no
later than 12 noon on 17 March 2011.
Appendix 1
Terms of the Offer
(a) The IBB Shares which will be acquired under the Offer will
be acquired by QIIB fully paid and free from all liens, equitable
interests, charges, encumbrances and other third party rights of
any nature whatsoever and together with all rights attaching to
them, including the right to receive and retain all dividends and
distributions (if any) declared, made or payable after the date of
this announcement. Accordingly, insofar as a dividend and/or a
distribution and/or a return of capital is proposed, declared,
made, paid or becomes payable by IBB in respect of an IBB Share on
or after the date of this announcement and prior to the Offer
becoming or being declared unconditional in all respects or lapsing
or being withdrawn, QIIB reserves the right to reduce the price
payable under the Offer in respect of an IBB Share by the amount of
the dividend and/or distribution and/or return of capital except
insofar as the IBB Share is or will be transferred pursuant to the
Offer on a basis which entitles QIIB alone to receive the dividend
and/or distribution and/or return of capital and to retain it. To
the extent that a reduction in the price payable pursuant to the
Offer in respect of an IBB Share is to apply in respect of a
dividend and/or distribution and/or return of capital but that
reduction in price has not been effected, the person to whom the
price payable pursuant to the Offer is paid in respect of that IBB
Share will be obliged to account to QIIB for the amount of such
dividend or distribution or return of capital.
(b) QIIB reserves the right, with the agreement of the IBB
Directors and the Panel (if required), to elect to implement the
Offer by way of a scheme(s) of arrangement pursuant to Part 26 of
the Companies Act 2006. In such event, such offer will be
implemented on the same terms (subject to appropriate amendments as
may be required by law or regulation), so far as applicable, as
those that would apply to the Offer and the scheme will become
effective and binding following:
(i) approval of the scheme at the court meeting (or any
adjournment thereof) by a majority of the Shareholders present and
voting either in person or by proxy representing 75 per cent or
more in value of the IBB Shares to which the Offer relates;
(ii) the resolutions required to approve and implement the
scheme being those set out in the notice of general meeting of the
Shareholders being passed by the requisite majority at such general
meeting; and
(iii) the sanction of the scheme and confirmation of any
associated reduction of capital by the Court (in each case with or
without modification, and any such modification to be on terms
reasonably acceptable to IBB and QIIB) and an office copy of the
order of the Court sanctioning the scheme and confirming the
cancellation of share capital which forms part of it being
delivered for registration to the Registrar of Companies and, if
ordered by the Court, being registered by him.
(c) If the Offer lapses it will cease to be capable of further
acceptance. Shareholders who have accepted the Offer and QIIB shall
then cease to be bound by acceptances delivered on or before the
date on which the Offer lapses.
(d) The Offer will lapse if it is referred to the Competition
Commission or is subject to a decision to initiate proceedings
under Article 6(1)(c) of Council Regulation (EC) 139/2004 before
1.00 pm on the first closing date of the Offer or the date on which
the Offer becomes or is declared unconditional as to acceptances,
whichever is the later.
(e) The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable
requirements.
(f) This Offer will be governed by English law and be subject to
the jurisdiction of the English courts, the further terms set out
in this Appendix 1 and in the formal Offer Document and related
form of acceptance. The Offer will comply with the applicable rules
and regulations of the Financial Services Authority, the AIM Market
of the London Stock Exchange and the Takeover Code.
(g) The Offer will not be made, directly or indirectly, in or
into, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex,
telephone, internet or e-mail) of interstate or foreign commerce
of, or of any facility of a national securities exchange of, any
Restricted Jurisdiction and the Offer will not be capable of
acceptance by any such use, means, instrumentality or facility or
from within, any Restricted Jurisdiction.
(h) The Offer will be on the terms set out in this Appendix 1,
those terms which will be set out in the Offer Document and such
further terms as may be required to comply with the Takeover Code
and other applicable law. This announcement does not constitute an
offer or invitation to purchase IBB Shares or any other
securities.
Appendix 2
Sources and bases of information
In this announcement:
1. Unless otherwise stated:
-- Financial information relating to the IBB Group has been
extracted or derived (without any adjustment) from the IBB audited
annual report and accounts for the financial year ended 31 December
2009 and the final results for the year ended 31 December 2010
(announced on 16 March 2011); and
-- Financial information relating to QIIB has been extracted
from the QIIB annual report and accounts for the financial year
ended 31 December 2009 and the unaudited interim results for the
six month period ending 30 June 2010.
2. The value of the Offer based on the offer price of one penny
per IBB Share is calculated on the basis of the fully diluted
number of IBB Shares in issue referred to in paragraph 4 below.
3. As at the close of business on 15 March 2011 (being the last
business day prior to the Announcement Date), IBB had in issue
2,546,470,000 IBB Shares. The ISIN Number for IBB Shares is
GB00B02KNV97.
4. The fully diluted issued share capital of IBB as at 15 March
2011 (being 2,546,470,000 IBB Shares) is calculated on the basis
of:
-- the number of IBB Shares referred to in paragraph 3 above;
and
-- no further IBB Shares being issued on or after the
Announcement Date on the exercise or vesting of options or awards
under the IBB CSOP on the basis that the exercise price for the
existing options is above the Offer price.
Appendix 3
Details of irrevocable undertakings
The following IBB Directors have given irrevocable undertakings
to accept or procure acceptance of the Offer in respect of their
own beneficial holdings in issued and to be issued IBB Shares as
follows:
Name of IBB Number of Percentage Percentage of
Director IBB Shares of the issued the fully diluted
share capital share capital
of IBB of IBB
Gerry Deegan 20,000 Less than Less than 0.01%
0.01%
Sultan Choudhury 34,000 Less than Less than 0.01%
0.01%
Definitions
The following definitions apply throughout this announcement,
unless the context requires otherwise:
AIM the AIM market of the London Stock
Exchange
Announcement means this announcement, dated 16 March
2011, made pursuant to Rule 2.5 of
the Takeover Code
Announcement Date 16 March 2011
Cattaneo LLP the financial and Rule 3 adviser to
IBB
Closing Price the middle market quotation at the
close of business as derived from the
Daily Official List
Companies Act 2006 the Companies Act 2006, as amended
Daily Official List the AIM Appendix of the Daily Official
List of the London Stock Exchange
IBB or the Company Islamic Bank of Britain PLC, a company
incorporated in England and Wales with
company number 04483430 and whose registered
address is Edgbaston House, 3 Duchess
Place, Hagley Road, Birmingham B16
8NH
IBB CSOP the IBB Company Share Option Plan
IBB Directors the directors of IBB
IBB Group IBB and its subsidiary undertakings
from time to time
IBB Issued Share Capital the 2,546,470,000 IBB Shares in issue
at the date of this announcement
IBB Shares ordinary shares of one penny each in
the capital of IBB
London Stock Exchange London Stock Exchange plc
Offer the recommended unconditional cash
offer to be made to acquire the IBB
Shares not already held by QIIB on
the terms set out in this announcement
and to be set out in the Offer Document,
including where the context so requires,
any subsequent revision, variation,
extension or renewal of such offer
Offer Document the document which will shortly be
dispatched to Shareholders and others
containing and setting out the terms
of the Offer and certain information
about QIIB and IBB
Offer Period the offer period (as defined in the
Takeover Code) relating to IBB, which
commenced on 16 March 2011
Panel the Panel on Takeovers and Mergers
parent undertaking has the meaning given to it by section
1162 of the Companies Act 2006
QIIB Qatar International Islamic Bank Q.S.C,
a company incorporated in Qatar, under
Amiri Decree No.52 of 1990 and whose
registered office is at Grand Hamad
Street, PO Box 664, Doha, Qatar
QIIB Concert Party QIIB together with HE Sheikh Thani
Bin Abdulla Bin Thani Jasim Al Thani
and Qatar Islamic Insurance Company
Q.S.C who together hold 2,245,826,746
IBB Shares representing 88.2 per cent
of the IBB Issued Share Capital
QIIB Group QIIB and its subsidiary undertakings
and parent undertakings, and any other
subsidiary undertakings of its parent
undertakings, in each case from time
to time
Registrar of Companies The Registrar of Companies for England
and Wales, within the meaning of the
Companies Act 2006
Regulatory Information any of the services set out in Appendix
Service 3 to the Listing Rules published by
the United Kingdom Listing Authority
Restricted Jurisdiction any jurisdiction where local laws or
regulations may result in a significant
risk of civil, regulatory or criminal
exposure for QIIB or IBB if information
or documentation concerning the Offer
is sent or made available to Shareholders
in that jurisdiction
Shareholders or IBB registered holders of IBB Shares from
Shareholders time to time
subsidiary and subsidiary have the meaning given to them by the
undertaking Companies Act 2006
Takeover Code the City Code on Takeovers and Mergers
UK or United Kingdom the United Kingdom of Great Britain
and Northern Ireland
Wider QIIB Group the QIIB Group and associated undertakings
of any member of the QIIB Group (including
any joint venture, partnership, firm
or company in which any member of the
QIIB Group is interested or any other
undertaking in which any member of
the QIIB Group and/or such undertakings
(aggregating their interests) have
a significant interest)
Westhouse Securities the financial adviser to QIIB
Limited
For the purposes of this announcement subsidiary, subsidiary
undertaking, associated undertaking and undertaking have the
meanings in the Companies Act 2006 respectively, and significant
interest means a direct or indirect interest in more than 10 per
cent of the equity share capital (as defined in that Act).
In this announcement:
-- all references to "pounds", "GBP" "p" or "pence" are to the
lawful currency of the United Kingdom;
-- the singular shall include the plural and vice versa, and
words importing the masculine gender shall include the feminine or
neutral gender;
-- all references to legislation are to English legislation,
unless the contrary is indicated, and any reference to any
provision of any legislation includes any amendment, modification,
re-enactment or extension thereof; and
-- references to time are to London time.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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