43BI Adcb Fin. 2027

TIDM43BI

RNS Number : 4302O

ADCB Finance (Cayman) Ltd

29 January 2019

NOTICE TO HOLDERS OF NOTES ISSUED UNDER ADCB FINANCE (CAYMAN) LIMITED'S U.S.$9,000,000,000 GLOBAL MEDIUM TERM NOTE PROGRAMME UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY ABU DHABI COMMERCIAL BANK PJSC

ADCB, UNB & Al Hilal Bank to combine

On 29 January 2019, the boards of directors of Abu Dhabi Commercial Bank PJSC (ADCB) and Union National Bank PJSC (UNB) voted unanimously to recommend to shareholders a merger of the two banks and for the combined entity to acquire Al Hilal Bank PJSC.

The new banking group will carry the ADCB identity, with Al Hilal Bank retaining its existing name and brand and operating as a separate Islamic banking entity within the group.

The proposed transaction between ADCB and UNB will be executed through a statutory merger. ADCB will issue 0.5966 ADCB shares for every UNB share, corresponding to a total of 1,641,546,697 new shares issued to UNB shareholders. The exchange ratio implies a premium to UNB shareholders of 0.6% versus the closing price of the previous trading day (28 January 2019) and 13.7% versus the pre-leak share price as of 2 September 2018 (adjusted for ADCB share price increase since leak).

On the effective date of the merger, UNB shares will be delisted from the Abu Dhabi Securities Exchange. The combined bank will retain ADCB's legal registrations.

Al Hilal Bank will be acquired by the combined ADCB/UNB entity, for a consideration of approximately AED 1 billion, by issuing a mandatory convertible note for up to 117,647,058 post-merger ADCB shares to Abu Dhabi Investment Council after the completion of the statutory merger.

The three banks will continue to operate independently until the combination becomes effective, which is expected within the first half of 2019. The combination is subject to a number of conditions including approvals by shareholders, noteholders and relevant regulators. The transaction requires the approval of at least 75% by value of the shares represented at quorate general assembly meetings of each of ADCB and UNB.

Following completion of the merger of ADCB and UNB and the acquisition of Al Hilal Bank, the Government of Abu Dhabi, through the Abu Dhabi Investment Council, will own 60.2% of the combined bank. Other ADCB shareholders will own approximately 28.0%, and other UNB shareholders will own approximately 11.8% of the combined bank.

Eissa Mohamed Al Suwaidi is the Chairman designate of the new banking group, and His Excellency Mohammed Bin Dhaen Al Hamli is the Vice Chairman designate. Ala'a Eraiqat is the Group Chief Executive Officer designate of the new banking group. The new board and management of the combined bank will assume their new roles when the transaction becomes effective.

For further information, please contact:

Abu Dhabi Commercial Bank PJSC

PO Box 939

Abu Dhabi

United Arab Emirates

Attention: Denise Caouki

Telephone: +971 2 696 2084

Email: adcb_investor_relations@adcb.com

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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January 29, 2019 07:49 ET (12:49 GMT)

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