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FIMBank PLC Rights Issue- Company Announcement

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FIMBank Announces Rights Issue of 2 New Ordinary Shares for every 3 existing shares at an Offer Price of US$ 0.55 per Ordinary Share

FIMBank PLC has announced a rights issue consisting of 209,687,428 shares with value of approximately US$115,328,085. The Rights issue will be offered to the existing shareholders appearing on the register of members as at the close of business on the 22nd March 2018. It is anticipated that listing of the New Ordinary Shares, to be on the 30th April 2018 for the Shares issued pursuant to the Rights Issue, and 14th May 2018 for the Shares issued pursuant to the Intermediaries’ Offer and Underwriting.

Use of Proceeds

The net proceeds of approximately US$114.4 million (net of expenses) from the issue use of proceeds of New Ordinary Shares will be used by the Issuer to;

(i) strengthen its capital base and support the general growth of the Group; and

(ii) extinguish the outstanding principal sum of US$50,000,000 borrowed by the Issuer, and applicable interest thereon, under the Subordinated Loan Agreement by setting-off the amounts owed by the Issuer thereunder against the consideration due by Burgan Bank (or its lawful transferee) for the issuance of an equivalent sum in value of New Ordinary Shares. The proceeds of the New Ordinary Shares will constitute Common Equity Tier I capital forming part of the Issuer’s Own Funds in terms of the CRR.

Terms

The issuer announces the following in respect of the Rights Issue:

1) Rights ratio 2 new ordinary share for every 3 ordinary shares held by existing shareholders

2) Offer price US$0.55 per new ordinary share

3) New ordinary shares on offer 209,687,428 ordinary shares of a nominal value of US$ 0.50 per share

And in the event of Lapsed Rights: An Intermediaries’ Offer.

Company Overview

Group Operations:

The FIMBank Group saw its beginning in 1994, with the establishment of First International Merchant Bank Ltd, which commenced operations in 1995. In June 2001, the shares of First International Merchant Bank p.l.c. were listed on the Malta Stock Exchange, and four years later the Bank changed its name to FIMBank p.l.c. FIMBank forms part of the KIPCO Group which indirectly holds shares in the Issuer through its subsidiaries Burgan Bank, UGH and TIB. The KIPCO Group is one of the largest diversified holding companies in the Middle East and North Africa, with consolidated assets of USD32.7 billion. The Group has significant ownership interests in a portfolio of over 60 companies operating across 24 countries, with commercial interests ranging from financial services, media, real estate and manufacturing.

Principal activities:

The FIMBank’s main principal activity continues to be the provision of short-term current operations its international transfer finance to corporate traders and to act as an intermediary to principal activities, and other financial institutions for international settlement, forfaiting, factoring and loan identification of the syndications. The business of forfaiting and factoring remain the principal activities principal markets in exercised by the majority of the Issuer’s Subsidiaries and Associates.

The Issuer is a specialist in documentary credit related operations including but not limited to the opening and negotiating of documentary letters of credit, the issue of performance bonds and bank guarantees, discounting bills of exchange, promissory notes and other negotiable instruments. Since its inception the Issuer has also been a specialist in trade finance products which include commodity transfer finance, structured commodity finance, forfaiting and factoring. More recently, the Group also launched a real estate business for Malta-based residential and commercial developments, as well as funding products with the launch of the fully-fledged digital banking suite FIMBank Direct.

Additional Info

Eligible Shareholders who do not take up any of their rights to subscribe for the New from the Rights Issue Ordinary Shares will suffer an immediate dilution of 40% in their interests in the Company in the event that all New Ordinary Shares are issued.

HOW TO EXERCISE EXISTING RIGHTS OR BUY LAPSED RIGHTS?

Clients can exercise their right by contacting us on 25 688 688 or through the Investment Advisors in one of our branches across Malta and Gozo.

Applications will be accepted from the 4th of April 2018. The closing date will be on the 18th of April.

Opening of Lapsed Rights offer Period will be accepted from the 27th April 2018 and Closing on the 4th May 2018.

A copy of the prospectus is available HERE.