The Saudi Investment Bank’s (SAIB) shareholders will meet on Nov. 29, 2020, to e-vote on mandating the board of directors to extend the maximum period within which the bank can retain the 56.2 million shares acquired from JP Morgan International Finance and the 18.7 million shares acquired from Mizuho Bank Ltd as treasury shares.
JP Morgan and Mizuho’s shares are collectively referred to as treasury shares, which were previously approved by the extraordinary general meeting from March 23, 2020 to Dec. 31, 2021 (the extended longstop date).
In addition, shareholders will discuss authorizing the board of directors to sell the treasury shares at any time ahead of the extended longstop date in one or more tranches.
The board of directors will, accordingly, sell the treasury shares by such terms and mechanisms as it deems appropriate whether through the same process as a rights issue mechanism or otherwise, but this is pending the fulfillment of the relevant regulatory requirements and obtaining the required regulatory approvals.
In addition, the board will be authorized to delegate any of the powers stated above.
Shareholders will also discuss mandating the board to take any and all actions in respect of the disposal of the treasury shares, including, without limitation, entering into any agreements or documents in this respect and determining the sale price for the treasury shares. The board will also set the terms and conditions of such sale, and determine the identity of the purchasers, including selling the treasury shares to any persons other than the bank’s shareholders.
In March 2020, SAIB shareholders approved, on March 23, 2020, to extend the maximum period within which the bank can hold the shares acquired from JP Morgan International Finance Limited and the shares acquired from Mizuho Bank Ltd as treasury shares until Dec. 31, 2020.