MUSCAT – Further to its disclosure on 18 May 2023 announcing the terms of a revised non-binding offer made to the board of directors of ABO on 26 April 2023 (the ‘Revised Offer’), the board of directors of Bank Dhofar SAOG, at its meeting held on 23 May 2023, resolved to make an offer to acquire 100% of the issued share capital of ABO in a takeover pursuant to the Oman Acquisition and Takeover Regulations (Ministerial Decision No. 2 of 2019) and to therefore withdraw its merger proposal. As per the disclosure, the terms of the offer will be identical to the terms previously outlined in the revised offer.

The summary of which is given below: Offer structure: The Offer provides all ABO shareholders with an option to elect to receive up to 25% of their consideration in cash (the ‘Cash Component’); the rest of the consideration will be paid in the form of newly issued Bank Dhofar shares (the ‘Share Component’). For ABO shareholders who are: (i) Sharia compliant juristic shareholders; or (ii) subsidiaries of Sharia compliant juristic shareholders, the Cash Component will be increased to 100% of total consideration received, to reflect their (or their parent shareholder’s) de jure inability to receive shares in a conventional bank. Bank Dhofar envisages funding the Cash Component of the Offer from its existing liquidity and capital resources as well as a contribution from Bank Dhofar’s existing shareholders, if and as required.