Karachi: Please refer to Mybank’s letter No. nil dated May 25, 2011 and Summit Bank `s letters No- SMBL/FIN/563/2011 dated January 21, 2011 and No. SMBL/FIN/792/2011 dated June 14, 2011 and other relevant correspondence on the captioned subject.
2. In this connection, State Bank of Pakistan (SBP) is pleased to sanction the Scheme of Amalgamation of Mybank with arid into Summit Bank, under Section 48 of Banking Companies Ordinance, 1962.The copy of the Governor’s order (“the Order”) dated June 20, 2011, passed in this regard is enclosed for your information and further necessary action. While implementing the Scheme of Amalgamation, you are advised to ensure compliance with the conditions stated in the Order as well as the followings:-
i. Summit Bank shall meet any shortfall in Minimum capital Requirement (MCR), as a consequence of merger/amalgamation, from its own resources;
ii. Suroor Investments/the Consortium shall inject fresh equity of atleast RS 2.5 billion through right offer in Summit Bank as required in terms of SBP’s approval vide letter No. BPRD/(R and PD)/2009-7883 dated November 20, 2009;
iii. Summit Bank shall, at all the times, meet the MCR and Capital Adequacy Ratio as prescribed by SBP from time to time;
iv. Depositors’ funds will not, at any time, be used on account of this transaction;
v. The shares issued to any existing and/or prospective sponsor shareholder(s), as a consequence of effectiveness of the Scheme, should be deposited in their blocked account with Central Depository Company of Pakistan Ltd. in terms of BPRD Circular No.4 of 2008;
vi. Responsibilities to settle all the liabilities under the Scheme, once approved, will have statutory force;
vii. Consolidated audited accounts of Mybank and Summit Bank shall be submitted to SBP as of the date of amalgamation indicating, inter alia, therein separate accounts for Mybank and Summit Bank within 60 days alter the Effective Date of the amalgamation;
viii. The banking license of Mybank will be considered as cancelled from the effective date of the Scheme on account of its merger with Summit Bank. The original Batting license issued to Mybank shall be surrendered to SBP;
ix. Summit Bank, post amalgamation, will intimate in writing the compliance of all the applicable regulatory/legal requirements;
x. Ensure compliance with all the conditions mentioned in the banking license issued to Summit Bank.
ORDER UNDER SECTION 48 OF THE BANKING COMPANIES ORDINANCE, 1962
For Amalgamation of the Mybank Limited with and into Summit Bank Limited (formerly Arif Habib Bank Limited
Messrs Mybank Limited, a banking company Incorporated under the laws of Pakistan, having it Registered office at Regal Chowk, Jinnah Road, Quetta, Pakistan (hereinafter referred to as “MBL”) and Summit Bank Limited, a banking company incorporated under the laws of Pakistan, having its registered office at Plot No. 6B, F6, Super Market, Islamabad (hereinafter referred to as “SBL”) [MBL and SBL, where the context so permits, hereinafter collectively referred to as “amalgamating entities”] have forwarded scheme for amalgamation of MBL with and into SBL (“the Scheme”) and ban submitted to the State Bank of Pakistan (“SBF”‘) for sanctioning the Scheme in terms of subsection 4 of Section 48 of the Banking Companies Ordinance; 1962 (“BCO”).
2. MBL and SBL have forwarded the following documents required for the above purpose:
My bank Limited (MBL)
(i) Certified copy of the Scheme.
(ii) Copies of the Notices of the Extra-Ordinary General Meeting (“EOGM”) to shareholders of MBL in three newspapers published once a week for three consecutive weeks;
(iii) Affidavit of the Chairman of MBL confirming that the shareholders meeting took place on May 24, 2011;
(iv) Certified copy of the extract of the shareholders resolution passed in the EOGM held on May 24, 2011; and
(v) Confirmation from their legal counsel, M/s Mandviwalla and Zafar, that MBL has duly complied with the procedures for obtaining sanction of the Scheme by SBP under Section 48 of the BCO.
Summit Bank Limited (SBL)
(i) Certified copy of the Scheme.
(ii) Copies of the Notices of the EOGM to shareholders of SBL in three newspapers published once a week for three consecutive weeks;
(iii) Affidavit of the Chairman of SBL confirming of the shareholders meeting took place on January 20, 2011;
(iv) Certified copy of the extract of the shareholder resolution passed in the EOGM held on January 20, 2011; and
(v) Confirmation from their legal counsel, M/s Mandviwalla and Zafar, that SBL has duly complied with the procedures for obtaining sanction of the Scheme by SBP under Section 48 of the BCO.
3. My bank and Summit Bank have adduced evidence that the procedure for obtaining sanction of the Schemes by SBP under Section 48 of BCO has been duly complied with.
4. In consideration of the foregoing and substantial compliance of requisite legal formalities, the Scheme submitted by MBL and SBL, read with and subject to amendments/deletion in Article No. 4.2.5 detailed in Annexure-A to this Order, is hereby sanctioned in terms of subsection 4 of Section 48 of BCO. This sanction order is, however, subject to the compliance of provisions of all other relevant laws wherever applicable.
5. The entire undertaking of MBL including all the properties, assets and liabilities and all the rights and obligations of MBL as at the “Effective Date” us provided in the Scheme shall, without any further act, action or deed and notwithstanding the terms of any contract or other document or any rule of law, stand amalgamated with and vest in SBL and as a consequence, MBL shall stand amalgamated with and Into SBL.
6. SBL shall submit a time bound business plan for improving its financial position within 30 days from the Effective Date of the Scheme. The plan among other things shall lay down strategies for improving the SBL’s risk management function, liquidity management compliance, credit management system, capital adequacy, level of non-performing assets, internal audit etc. Besides, the strategic plan shall specify the market sectors which the SBL plans to do business with.
7. It is, however, clarified that in case, subsequent to sanctioning of the Scheme, any fact is found to have been misreported or misrepresented to the SBP by the amalgamating entities, SBP shall have the right to take any appropriate measure as it may deem fit, which may include, but shall not be limited to, the cancellation of banking license of SBL.
8. The Scheme will be effective within 30 days hereof and if 30th day happens to be a Sunday or public holiday then on the working day preceding this day.
Scheme of Amalgamation of Mybank Limited with and into Summit Bank Limited (formerly Habib Bank Limited)
Following Article of the Scheme is amended as under:-
(i) Article 4.2.5 The word ‘correctly’ has been deleted to read the article 4.2.2 as all recorded debts, borrowings, liabilities, commitments and other obligations of Mybank as at the Effective Date.”
Scheme of Amalgamation
Mybank Limited with and into Summit Bank Limited (Formerly Known as Arif Habib Bank Limited)
Under section 48 of the Banking Companies Ordinance 1962 (LVII of 1962) of Pakistan:
1.1 This Scheme of Amalgamation may be called the Mybank and Summit Amalgamation Scheme 2010″ (the Mybank – Summit Scheme”) in terms of which the entire undertaking at Mybank Limited will stand merged and amalgamated into Summit Bank Limited (formerly known as Ant Habib Bank Limited).
2.1 In this Mybank – Summit Scheme:
2.2.1 “Effective Date” means June 30, 2011 or such other time and date as may be jointly requested by Mybank and Summit and approved by the Date Bank;
2.2.2 Ordinance means the Banking Companies Ordinance, 1962 (LVII of 1962) of Pakistan;
2.2.3 “Mybank” means Mybank Limited, a banking company Incorporated under the laws of Pakistan having its registered office at Regal Chowk, Jinnah Road, Quetta. Pakistan;
2.2.4 “Summit” means Summit Bank Limited (formerly known as Arif Habib Bank Limited), a banking company incorporated under the laws of Pakistan and having its registered office at Plot No. 68, F6. Super Market, Islamabad;
2.2.5 “Shares” means 207,900,397 new shares of Summit of the face value of PKR 10 (Pak Rupees Ten only) each to be issued to the shareholders of Mybank as registered on June 30, 2011 by Summit at the face value of PKR 10 (Pak Rupees Ten only) each by way of and in consideration of the amalgamation; and
2.2.6 “State Bank” means the State Bank of Pakistan established under the Stats Bank of Pakistan Act, 1956.
3. EFFECTIVE DATE
3.1 This Mybank – Summit Scheme shall become operative on the date jointly notified to the State Bank by Summit and Mybank and approved by the State Bank pursuant to Section 48 of the Ordinance. The Mybank – Summa Scheme shall be deemed to have come into force on the Effective Date.
4.1 The entire undertaking of Mybank including all the property, assets and liabilities and all the rights and obligations of Mybank as at the Effective Date shall, without any further act, action or deed and notwithstanding the terms of any contract or other document or any rule of law, stand amalgamated with and vest in Summit and as a consequence thereof Mybank shall stand amalgamated and vested with and into Summit.
4.2 Without prejudice to the generality of Clause 4.1 (Amalgamation) above, the entire undertaking of Mybank shall include (without limitation):
4.2.1 All rights, benefits and powers (including those arising from or relating to any and all agreements, contracts, security and financing documents, guarantees, letters of credit, negotiable instruments, security interests (including without limitation mortgages, charges, promissory notes, liens, rights of combination or set-off, pledges, indemnities, hypothecations and other security for the payment or discharge of any liability and arrangements whereby Mybank is named as a loss payee or other beneficiary under an Insurance policy of a third party) executed by or in favour of Mybank and rights, benefits and powers in respect of any leases, loans, advances, finances and/or other banking and credit facilities provided by Mybank), the right to rely on representations, rights of estoppels, powers, authorities, privileges, licenses, permits, authorizations, and other permissions whatsoever of Mybank subsisting as at the Effective Date;
4.2.2 All properties and assets, movable or immovable cit whatsoever nature and all deposits, cash balances, reserves, revenue balances, investments, statutory or other deposits with The State Bank and all title, rights or interest in or arising out at such property as may belong to or be in the possession (physical or constructive) of Mybank as at the Effective Date;
4.2.3 All ownership / share holding of Mybank in its subsidiaries shall be transferred to Summit and thereby all subsidiaries of Mybank shall become subsidiaries of Summit;
4.2.4 All books of account arid documents of Mybank as at the Effective Date; and
4.2.5 All correctly recorded debts, borrowings, liabilities, commitments and other obligations of Mybank as at the Effective Date.
4.3 The terms of this Mybank – Summit Scheme shall be binding on both Mybank and Summit, the shareholders of Mybank, The shareholders of Summit, the customers, creditors and depositors of both Summit and Mybank and on any other person having any right, obligation, claim or liability in relation to Summit and / or Mybank.
6. SUMMIT’S OBLIGATIONS
As of and after the Effective Date, Summit shall undertake, pay, satisfy, discharge, perform and fulfill all the debts, liabilities, contracts, engagements, commitments and obligations whatsoever of Mybank recorded as at the Effective Date, and all agreements, contracts, deeds, bonds, powers of attorney, grants of legal representation guarantee, letters of credit, negotiable instruments other recorded instruments at Whatever kind subsisting or having effect as at the Effective Date, to which Mybank is a party, shall have the same force and effect against Summit as they had against Mybank before the Effective Date, and may be enforced or acted upon as fully and effectually as if, instead of Mybank, Summit had been a party thereto or as if the same had been issued by or in favor of Summit.
7.1 All employees of Mybank shall become employees of Summit upon such terms and conditions as shall be determined by Summit.
8. LEGAL PROCEEDINGS
8.1 All tax assessments, suits, appeals and other legal proceedings (including arbitration proceedings) of whatsoever nature by or against Mybank and which shall be current or pending as at the Effective Date in or before any court, tribunal or other authority shall be continued, prosecuted and enforced by or against Summit, and the same shall not abate, be discontinued or be in arty way prejudicially affected by the provisions of this Mybank, Summit Scheme and any judgment, order or award obtained by or against Mybank and not fully satisfied before the Effective Date shall, to the extent enforceable, be enforceable by or against Summit and any rights of action enforceable by, or available to Mybank, shall become enforceable by or available to Summit.
9. GOVERNING LAW
9.1 This Mybank – Summit Scheme shall be governed by and be construed in accordance with the substantive and procedural laws of Pakistan.
10. STATE BANK OF PAKISTAN’S DIRECTIONS
10.1 For the purposes of giving effect to the objects of this Mybank – Summit Scheme and for removing any lacunae, doubt or ambiguity contained in this Mybank – Summit Scheme, the State Bank may issue directions, either generally or specially, to Summit and Mybank and such directions shell be final and binding.
11.1 Section headings are not to be considered pad of This Mybank – Summit Scheme, but solely for convenience of reference, and shall not affect the meaning or interpretation of this Mybank – Summit Scheme or any of its provisions.
12.1 If any provision of the Mybank – Summit Scheme is found to be unlawful unenforceable by a competent court of law, then to the fullest extent possible all at the remaining provisions of The Mybank – Summit Scheme shall remain in full force and effect.
For more information, contact:
Karachi Stock Exchange
Tel: +9221 111-001 122
Fax: +9221 3241 0825, +9221 3241 5136