Boubyan Bank    Investors Relations    Shareholders’ Public Subscription Prospectus in the Share Capital Increase

Shareholders’ Public Subscription Prospectus in the Share Capital Increase



Boubyan Bank (K.S.C.P) (“The Bank”, “Boubyan” or “Issuer”) share capital at the date of this Subscription Prospectus (“Prospectus”) is KD 250,789,518/300 (KD two hundred fifty million, seven hundred eighty-nine thousand five hundred eighteen and three hundred fils) allocated to 2,507,895,183 (two billion five hundred and seven million, eight hundred ninety-five thousand one hundred eighty-three) Shares, 100 Fils (One Hundred Fils) per share (“issued shares”) all paid in cash and the value thereof is fully paid up.

The new share capital increase offered for subscription (“Issue /Offering”), whose provisions include pre- emption right, as defined herein, shall be composed of 376,184,277 (three hundred seventy-six million one hundred eighty-four thousand two hundred seventy-seven) ordinary shares (“Issue/Offering Shares”) at an issue price of 350 Fils (three hundred and fifty Fils) per share (“Issue/Offering) Price”) of which 100 Fils is the nominal value and 250 Fils (two hundred and fifty Fils) is the share premium. The Issue represents an increase in the total authorized and issued shares from 2,507,895,183 (two billion five hundred and seven million, eight hundred ninety-five thousand one hundred eighty-three) shares to 2,884,079,460 (two billion eight hundred eighty-four million, seventy-nine thousand, and four hundred sixty) shares at an increase of 15% (fifteen percent) of the Bank’s current authorized and issued capital.

Shareholders (“Eligible Shareholders”) whose names are recorded in the Bank’s Shareholders Register kept at Kuwait Clearing Company ("Clearing & Depository Agent") at the close of Bursa Kuwait Trading Day on 18th April 2019 ("Record Date" or “Eligibility Date”) shall have the pre-emption right to the subscription (during the period designated for exercising the preemption right) on the issue shares each pro-rata with his/her/its shareholding percentage ("the pre-emption right"). For clarity, any trading made on the Bank's shares prior to the record date but for which the settlement process has not been completed at Boursa Kuwait on the record date ("the Ex. Date / Cut-off Date of Pre-emption Right " or "the date of trading on the Bank’s shares without having the pre-emption right") and accordingly not recorded in the Bank's Shareholders Register, shall not be taken into account in defining the eligible shareholders recorded in the Bank's Shareholders Register on the Record Date. Each eligible shareholder may subscribe for 15% (fifteen percent) of the issued shares registered in the name of the eligible shareholder on the record dateز

For more information Please contact the Investors Relations: Click Here

Download the PDF File

 

Frequently Asked Questions

  1. What is the percentage of share capital increase? How many shares will the Bank offer for subscription?
    • The increase percentage is 15% of the issued shares on the 18th April 2019. The number of shares offered is 376,184,277 ordinary shares.
  2. What will be the issue share price?
    • The share issue price will be 350 Fils per share including 250 Fils share premium.
  3. Who is eligible for subscription?
    • Shareholders recorded in the Bank’s Shareholders Register at Kuwait Clearing Company ("Clearing & Depository Agent") as at 18 April 2019 shall have pre-emption right during the period from 21st April till 5th May 2019.
    • In case the total offered shares are not subscribed to during the pre-emption rights period, public subscription will be allowed during the period from 12th May till 23rd May 2019 (both shareholders and non-shareholders shall have the right to subscribe to the shares remaining from the period designated for exercising the pre-emption right).
  4. How many shares can be subscribed to during the period designated for exercising the pre-emption right?
    • Eligible Shareholders shall have the right to subscribe in any number of shares. However, exercising the Pre-emption right shall be limited to 15% of the shares held by eligible subscriber registered in the record as at 18th April 2019. The remaining surplus issue shares, as a result of some shareholders not exercising their pre-emption right, shall be allocated to eligible shareholders that subscribed for additional number of issue shares exceeding the amount allocated for them each pro rata with their subscription for the Additional Issue Shares in case of full coverage of the issue shares.
    • It should also be noted that, without the prior approval of the Central Bank of Kuwait, the ownership of one person whether natural or corporate entity may not exceed 5% (five percent) of the Bank's capital, either directly or indirectly, save for government agencies and entities with attached and independent budgets.
  5. Can an investor subscribe more than once during the period designated for exercising the pre-emption right?
    • A subscription may be exercised only once during the exercise of the pre-emption right period.  In case of repetition, all repeated subscription applications shall be excluded.
  6. Can an eligible shareholder subscribe for more than the amount designated for pre-emption right?
    • Yes, Eligible Shareholders shall have the right to subscribe in any number of shares. However, exercising the Pre-emption right shall be limited to 15% of the shares held by eligible subscribers registered in the record as at 18th April 2019. The remaining surplus issue shares, as a result of some shareholders not exercising their pre-emption right, shall be allocated to eligible shareholders that subscribed for additional number of issue shares exceeding the amount allocated for them each pro rata with their subscription for the Additional Issue Shares in case of full coverage of the issue shares.
  7. What is the Subscription Procedure? How to subscribe and pay for the subscription amount?
    • First: Online Subscription through the website:
    • The website allows subscription in the capital increase for KD 2,975 or less, which is equivalent to 8,500 shares or less; wherein Payment shall be processed through K-NET service.
    • The Subscriber shall:
    • Login on the website via the link: https://www.ipo.com.kw
    • Enter the civil ID number, and accordingly the system shall verify whether the subscriber is eligible for the subscription or not (the said verification shall be conducted during the period of exercising the pre-emption right only).
    • Enter the number of shares to be subscribed for.
    • Be transferred to the payment portal via the K-NET service, where the subscriber can pay from his/her/its own account (no other person may pay on behalf of the Subscriber except in the cases provided for under law “Required documents shall be reviewed when submitting the subscription application”. The Subscriber shall bear all legal consequences in case of violation).
    • Second: Subscription through visiting the clearing and depository agent office to subscribe in number of shares exceeding 8,500 shares:
    • The Subscriber shall log in the following link: https://www.ipo.com.kw to print the subscription information document, including but not limited to the name of the subscriber, the civil ID number, the number of shares to be subscribed and their value.
    • The Subscriber shall visit his/her own bank and submit a copy of the Subscription information Document printed from the above link to transfer the amount required to the bank account (non-profit bearing) to increase the bank’s share capital of (net amount without any charges by the transferring bank and the receiving Bank) stated below:
    • Name of Bank: Boubyan Bank
    • Account number: 0003001366
    • IBAN:    KW85BBYN0000000000000003001366
    • Swift:  BBYN
    • Beneficiary:  Boubyan Bank K.S.C.P
    • Reference / Description: Boubyan Bank capital increase + subscriber's ID number (civil Identity Card number) + subscriber's contact details (Telephone number)
    • The Subscriber shall get the original deposit voucher of the amount transferred from his own bank and then visit the clearing and depository agent office to complete the remaining procedures.
    • The Subscriber shall visit the headquarters of the Clearing and Depository agent located at Arabian Gulf Street, Ahmad Tower, fifth floor to submit the documents listed in the «Documents Required when Submitting Subscription Application» in the prospectus between the general hours of 8:30am to 1:30pm, or from 4pm to 6pm being the hours dedicated for Subscriptions for the Boubyan Share Issue.
    • The Clearing and Depository Agent shall provide the Subscriber with a deposit receipt of the Subscription.
    • Failure of any Subscriber to submit a duly completed and accurate Subscription Application Form (together with all applicable supporting documentation thereof) at the premises of Kuwait Clearing Company, after the transfer or deposit of the Subscription Monies as required in the Prospectus, shall render the Subscription Application of a Subscriber null and void. Subscription monies shall not be accepted in cash.
  8. What documents should be attached with the subscription application?
    • The Subscription Application must be accompanied by the following documents, as applicable. Staff at the offices of the Clearing and Depository Agent (Kuwait Clearing Company) will match the copies with the originals and return the originals to the subscriber:
    • Individual subscribers
    • Original and copy of the personal civil identification card;
    • Original and copy of the passport for citizens of GCC states;
    • Original and copy of special legal power of attorney for subscribing for shares (for subscribers using power of attorneys);
    • Original and copy of Certificate of Guardianship for orphans;
    • Original and copy of Certificate of Guardianship for minors;
    • Original and copy of a Limitation of Succession Deed for heirs.
    • Original and copy of a trusteeship judgment.
    • Corporate subscribers
    • Original and copy of Commercial Registration Certificate;
    • Original and copy of the Authorized Signatories Certificate or Certificate of the Commercial Register as the case may be;
    • Original and copy of the personal identification card of the authorized signatory;
    • Original and copy of the specimen signature for the authorized signatory issued by the Ministry of Social Affairs and Labor or attested by the Chamber of Commerce and Industry; and
    • A letter issued by the authorized signatory on behalf of the entity authorizing the subscription.
    • Non-Kuwaiti subscribers
    • Non-Kuwaiti subscribers (whether corporates or individuals (as the case may be) are required to provide the equivalent of the aforementioned documentation as issued by their jurisdictional authorities if they do not have Kuwait issued documentation as highlighted further above.
  9. In case no shares have been allocated for me or the allocation is less than the amount paid to the Bank, how will the paid amounts be refunded?
    • The Subscription amounts for declined applications and subscription surplus shall be refunded without profit, fees or deductions within five (5) working days from the announcement of the allocation results by means of a bank transfer to the designated account stated in the subscription application or through a cheque if an account was not specified.
  10. What is the period for eligible shareholders to exercise their pre-emption rights?
    • 15 days from 21st April 2019 to 5th May 2019.
  11. What is the period for public subscription (following the period of exercising the pre-emption rights?
    • 12 days from 12th May 2019 to 23rd May 2019.
  12. When will the share allocation be completed?
    • The shares will be allocated within 5 business days of the end of each the first or second subscription period.
  13. What are the voting rights of the issue shares?
    • Boubyan Bank’s shares are of one class i.e. ordinary shares. Each share entitles the shareholder to one vote, and the Shareholder has the right to attend and vote at the General Assembly Meetings. No shareholder has any preferential voting right.
  14. Is there maximum limit for shares ownership in the Bank?
    • There is no maximum limit for share ownership in the Bank as per the Bank’s memorandum and articles of association, the law, ministerial resolutions and Central Bank of Kuwait’s instructions. It should also be noted that, without the prior approval of the Central Bank of Kuwait, the ownership of one person whether natural or corporate entity may not exceed 5% (five percent) of the Bank's capital, either directly or indirectly, save for government agencies and entities with attached and independent budgets.
  15. Will the issue shares be entitled to dividends?
    • The shareholder of the Issued Shares will be entitled to receive any dividends declared by the Bank in future (same as the current issued shares).
  16. What is the minimum limit for subscription?
    • The minimum limit is 1 (One) share, no share fractions will be accepted.
  17. Will the subscriber be charged with the subscription expenses?
    • The subscriber will not be charged with any expenses; the amounts received by the Bank will represent the subscription amount paid by the subscriber.
  18. What are the options available to eligible shareholders?
    • Eligible shareholders can exercise any of the following options in respect of the Issue Shares:
    • Exercising their pre-emption right in the Issue Shares;
    • Exercising their pre-emption right in the Issue Shares as well as subscribing for additional Issue Shares;
    • Assigning their pre-emption right for subscription in the Issue Shares as per the approved mechanism at least five days before the offering is closed (any such assignment shall be made in accordance with the relevant rules applied by the Clearing Agency); or
    • Not exercising any of the above options.
  19. Can a subscriber withdraw from subscription after paying shares price?
    • Withdrawal of the Subscription Application Form after submission is not permitted, as it represents a legally binding agreement between the Subscriber and the Issuer.
  20. Are there any restrictions on selling the shares issued after being allocated?
    • The issued shares will be listed on the stock exchange for trading without any restrictions exactly the same as the current issued shares.
  21. Will the issue shares be listed? How will I receive the shares allocated for me?
    • After closing the Subscription Period, finalizing the allocation of the Issue Shares, and completion of all the necessary regulatory procedures, a statement of Issue Shares will be issued, and the Issue Shares will be listed on Boursa Kuwait and will be traded without any restrictions.