Emirates NBD Bank PJSC Launches Strategic Rights Issue to Raise Up To AED 6,450,000,000

6 Min | 17 October 2019

Emirates NBD Bank PJSC announced today that it proposes to increase its issued share capital

Dubai, UAE, 17 October 2019: Emirates NBD Bank PJSC ("Emirates NBD") announced today that it proposes to increase its issued share capital by an amount up to AED 758,823,529 from AED 5,557,774,724 to an amount not exceeding AED 6,316,598,253, by creating up to 758,823,529 new shares in the share capital of Emirates NBD (the "New Shares") in order to raise up to AED 6,450,000,000 (which includes a share premium of AED 7.50 per New Share) by way of a rights issue (the "Rights Issue"). Further, Emirates NBD has today published an invitation to its shareholders (the "Invitation") to subscribe for New Shares. Frequently asked questions relating to the Rights Issue will be made available on Emirates NBD's website (www.emiratesnbd.com) on or around today's date.

The New Shares will be issued at an issue price of AED 8.50 per New Share (the "Issue Price"), reflecting the nominal value of AED 1.00 per New Share and a share premium of AED 7.50 per New Share. This represents a discount of 35.36 per cent. to the price of each of Emirates NBD's shares on the Dubai Financial Market ("DFM") at the close of business on 16 October 2019.

The New Shares will rank pari passu with Emirates NBD's existing shares including the right to receive all future dividends and other distributions declared, made or paid after 31 October 2019, including any dividends to be approved and paid in respect of Emirates NBD's financial year ending 31 December 2019.

The terms and launch of the Rights Issue were approved by the Board of Directors of Emirates NBD on 15 October 2019, following the approval of the Rights Issue at Emirates NBD's General Assembly meeting held on 20 February 2019. The Rights Issue has also been approved by the UAE Security and Commodities Authority and the UAE Central Bank.

Emirates NBD intends to use the net proceeds raised from the Rights Issue to strengthen its capital base and to support future growth of the business of Emirates NBD.

Emirates NBD increased its foreign ownership limit ("FOL") from 5 per cent. to 20 per cent. on Monday, 2 September 2019 and announced its intention to increase its FOL to 40 per cent. in the future, and will seek necessary approvals from its shareholder and the relevant regulatory authorities at the appropriate time.

The Rights Issue will be conducted through the issue of tradable securities (the "Rights") pursuant to the Decree of the UAE Securities and Commodities Authority’s Chairman of the Board No. 11RM of 2016 to registered shareholders of Emirates NBD as at the close of business of the DFM on Wednesday, 16 October 2019 in the amount of 1 Right for every 8 shares held on such date. In order to receive Rights on 31 October 2019, investors must ensure that they execute any purchase orders for shares at least two days prior to 31 October 2019, i.e. on or before 2:00 p.m. (UAE time) on 29 October 2019, to allow for the settlement of trades on the DFM (which operates on a T+2 basis).

Shareholders of Emirates NBD will be entitled to trade their Rights on the DFM, whether to sell some or all of their Rights or to buy additional Rights, commencing on Sunday, 3 November 2019 and ending on Thursday, 14 November 2019 (the "Rights Trading Period").

The holders of Rights, which includes shareholders of Emirates NBD and any persons who purchased Rights during the Rights Trading Period (the "Eligible Persons"), will be entitled to exercise their Rights to subscribe for New Shares at the Issue Price commencing on Sunday, 10 November 2019 and ending on Wednesday, 20 November 2019.

The New Shares will be allocated to Eligible Persons on Monday, 25 November 2019. Refunds will be given to Eligible Persons, who did not receive the number of New Shares that they subscribed for, on or around Saturday, 30 November 2019.

Mr. Hesham Abdulla Al Qassim, Vice Chairman and Managing Director of Emirates NBD said: "This milestone announcement is testament to our long-term commitment to our shareholders and the UAE investor community. We are pleased to offer our valued and loyal shareholders an exceptional opportunity to participate in our continued growth and success as we remain key partners to the growth agenda and vision of our nation’s esteemed leadership".

Emirates NBD Capital PSC ("ENBD Capital") has been appointed as Lead Manager and Bookrunner in respect of the Rights Issue. ENBD Capital, Citigroup Global Markets Limited ("Citi") and Morgan Stanley & Co. International plc ("Morgan Stanley") are advising Emirates NBD regarding structuring, sizing and pricing of the Rights Issue. Emirates NBD has appointed itself as the Sole Receiving Bank. Clifford Chance LLP and Matouk Bassiouny & Ibrahim have been appointed as International Legal Adviser and UAE Legal Adviser, respectively.

Expected Timetable of Principal Events

Event	Date
Date of publication of the Invitation	17 October
Eligibility Date of Rights (record date)*	31 October
First day of trading the Rights on the DFM	3 November
Last day of trading the Rights on the DFM	14 November
Subscription Opening Date	10 November
Subscription Closing Date	20 November
Date of allocation	25 November
Refund date	On or around 30 November
Commencement of Dealings in the New Shares	On or around 28 November

* In order to receive Rights on 31 October 2019, investors must ensure that they execute any purchase orders for shares at least two days prior to 31 October 2019, i.e. on or before 2:00 p.m. (UAE time) on 29 October 2019, to allow for the settlement of trades on the DFM (which operates on a T+2 basis).

The dates set out in this expected timetable of principal events may be adjusted by Emirates NBD, in which event details of the new dates will be notified to shareholders.

Enquiries: Please contact: (i) Emirates NBD's call centre at +971 4 316 0066; or (ii) ENBD Capital's call centre at +971 4 303 2800.

About Emirates NBD:

Emirates NBD is a leading banking Group in the region. As at 30 June 2019, total assets were AED 537.8 Billion, (equivalent to approx. USD 146 billion). The Group has a significant retail banking franchise in the UAE and is a key participant in the global digital banking industry, with over 90 per cent of all financial transactions and requests conducted outside of its branches. Emirates NBD was declared the Most Innovative Financial Services Organization of the Year at the 2017 BAI Global Innovation Awards.

The bank currently has 233 branches and 1081 ATMs and SDMs in the UAE and overseas and a large social media following, being the only bank in the Middle East ranked among the top 20 in the ‘Power 100 Social Media Rankings’, compiled by The Financial Brand. It is a major player in the UAE corporate and retail banking arena and has strong Islamic Banking, Global Markets & Treasury, Investment Banking, Private Banking, Asset Management and Brokerage operations.

The Group has operations in the UAE, the Kingdom of Saudi Arabia, Egypt, India, Singapore, the United Kingdom and representative offices in China, Indonesia and Turkey.

The Group is an active participant and supporter of the UAE’s main development and community initiatives, in close alignment with the UAE government’s strategies, including financial literacy and advocacy for inclusion of People with Disabilities under its #TogetherLimitless platform. Emirates NBD Group is a Premier Partner and the Official Banking Partner for Expo 2020 Dubai.

On 31 July 2019, Emirates NBD acquired Denizbank A.S., a leading bank in Turkey with total assets of AED 134 billion as at 30 June 2019 (equivalent to approximately USD 36 billion). Denizbank operates through a network of 749 branches, with presence in Turkey, Austria, Germany, Bahrain and Moscow.

For more information, please visit: www.emiratesnbd.com.

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