Islamabad: Silkbank Limited has officially announced the convening of an Extraordinary General Meeting (EOGM) to be held at the Best Western Premier Hotel, located at 6-Club Road, Islamabad, on February 18, 2025, at 11:00 a.m. The meeting will be conducted both in-person and through electronic means, offering a video link option for participation. The primary agenda of this meeting will include both ordinary and special business matters, with a significant focus on the proposed amalgamation of Silkbank Limited with United Bank Limited (UBL).
The ordinary business on the agenda is to confirm the minutes of the Thirtieth Annual General Meeting held on January 29, 2025. However, the special business will delve into the pivotal Scheme of Amalgamation, aiming to merge Silkbank Limited into UBL, in accordance with Section 48 of the Banking Companies Ordinance, 1962.
The proposed amalgamation requires approval from regulatory bodies, including the State Bank of Pakistan (SBP) and the Competition Commission of Pakistan. A key point of discussion will be the swap ratio, where one new ordinary share of UBL, with a face value of PKR 10, will be exchanged for 325 issued shares of Silkbank, each also having a face value of PKR 10. This swap ratio has been recommended by the Board of Directors of Silkbank and awaits approval at the EOGM.
The amalgamation scheme has been circulated among the bank's members, with the provision for modifications as required by the SBP or for rectifying errors or adding clarifications. Furthermore, Silkbank's President and CEO, Mr. Shahram Raza Bakhtiari, along with other key executives, has been authorized to take necessary steps to facilitate the proposed amalgamation. These steps include making modifications to the scheme, submitting it before the SBP for sanction, and appointing consultants and legal counsel as needed.
According to information available from the Pakistan Stock Exchange (PSX), Silkbank Limited's planned amalgamation with UBL represents a strategic move within the market category. Shareholders have been encouraged to participate actively in the EOGM, either in person or through proxies, to ensure a comprehensive discussion and decision-making process on this significant corporate action.
In compliance with the Companies (Postal Ballot) Regulations, 2018, amended by the Securities and Exchange Commission of Pakistan (SECP) on December 05, 2022, Silkbank has arranged for electronic voting and postal ballot options for shareholders on special business matters. E-voting will commence on February 14, 2025, and close on February 17, 2025, while postal ballots must reach the bank by February 17, 2025.
Additionally, M/s. UHY HASSAN NAEEM and CO, Chartered Accountants, have been appointed as the Scrutinizer for the polling on special business, ensuring compliance with regulatory requirements. Shareholders wishing to appoint proxies must submit their forms in accordance with the detailed requirements provided by the bank.
This EOGM is a critical juncture for Silkbank Limited as it navigates the complex processes of amalgamation, seeking to enhance its competitiveness and market presence through the merger with UBL.