Dukhan Bank Q.P.S.C. to list its shares through Direct Listing on the Main Market of the Qatar Stock Exchange

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• Dukhan Bank QPSC is the third largest and fastest growing Islamic bank in Qatar with total assets of more than QAR 100 billion;
• The Qatar Financial Markets Authority (QFMA) has approved direct listing of Share Capital of the Bank on the main market of the Qatar Stock Exchange;
• The Bank’s Listing Document (“Prospectus”) is available on the website of Dukhan Bank and Qatar Stock Exchange;
• Trading of the Shares will commence on 21 February 2023;
• Listing of more than 5.234 billion shares at listing price of QAR 4.35 per share;
• Market capitalization of QAR 22.768 billion at listing valuation with sufficient free float of 33.344%;
• Individual ownership limit of 5% for non-Founders and combined foreign ownership cap of 49%;
• The direct listing will offer attractive trading liquidity and provide an opportunity for qualified investors and niche clients to be part of Bank’s ongoing growth journey.

DOHA, Qatar, 5 February 2023

Dukhan Bank (the "Bank"), the third largest and fastest growing Islamic bank in Qatar, licensed and regulated by the Qatar Central Bank, with assets in excess of QAR 100bn confirmed today that it has obtained required regulatory approvals from the Qatar Financial Markets Authority (“QFMA”), the Qatar Central Bank (“QCB”) and the Qatar Stock Exchange (“QSE”) for direct listing of Share Capital of the Bank on the main market of the Qatar Stock Exchange and publication of its Listing Document (“Prospectus”).

The Bank proposes that trading of the shares will commence on 21 February 2023. The Prospectus is available on the website of Dukhan Bank and Qatar Stock Exchange.

The capital of the Bank upon listing will be QAR 5,234,100,000, divided into 5,234,100,000 shares with each share having a nominal value of QAR 1. The approved price of the shares upon listing is QAR 4.35 per share, made up of QAR 1 per share of nominal value and QAR 3.35 per share premium. The listing price per share results in a market capitalization of QAR 22,768,335,000 at the listing valuation.

The Bank was incorporated in 2008 under the name of Barwa Bank Q.P.S.C, and commenced operations in 2009 as a full-service Sharia Compliant bank. The Bank rebranded itself under the name of Dukhan Bank Q.P.S.C. in October 2020, following the merger with International Bank of Qatar (“IBQ”) in 2019. IBQ’s roots trace back to 1956 and considered as one of the oldest bank in the State of Qatar. IBQ was renowned as a private banking powerhouse with generational trustworthy relationships while Barwa Bank Q.P.S.C was ambitiously dynamic and growing bank rooted in innovation and digitization. The historic first-of-its-kind successful banking merger completion in Qatar in a record time was also a testimony to Bank’s managerial abilities toward delivering excellence while maintaining the highest standards.

As part of the merger, the Bank solidified its already strong capital position, which helped it to grow and beat the market on multiple fronts including financing assets, customer deposits and net profit, which shown double digit growth with a CAGR of more than 20% post-merger in 2019 till last year-end. The existing capital base on back of strong profitability, operational efficiency and prudent risk management in the past, allows it to excel in the future as well with same ambitions.

The rebrand resulted in an all-round revamp that reimagined how customers manage their day-to-day banking by offering a secure, simplified and seamless banking experience. Dukhan Bank has offered customer-centric, investor-friendly, innovative and technology-driven banking solutions and currently focusing on ESG initiatives. Currently, the Bank operates an efficient network of branches spread across the Country delivering a range of financial services to over 150,000 customers.

Commenting on the occasion, Chairman and Managing Director of Dukhan Bank H.E. Sheikh Mohammed Bin Hamad Bin Jassim Al-Thani, said: "We are delighted to confirm our proposed listing plans, which are in line with our overall strategy and supported by our shareholders. We believe that the direct listing will offer attractive levels of trading liquidity and provide an opportunity for qualified investors and niche clients to join the ongoing growth journey of the Bank."

The Bank has commercial registration number 38012 and is headquartered at Grand Hamad Street, P.O. Box 27778, Doha, Qatar and regulated by the Qatar Central Bank. The Bank was converted to a Qatari public shareholding company by virtue of decision number 02 of 2023 issued on 22 January 2023 by the Minister of Commerce and Industry.

Dukhan Bank provides an award-winning and full range of Sharia compliant banking services, including retail, corporate and commercial banking, business banking, private banking, real estate finance, structured finance, investments, and asset management. The Bank and its subsidiaries are primarily engaged in financing, investing and advisory activities in accordance with Sharia rules as determined by the Sharia Committee and provisions of their respective memorandum and articles of association. Investment activities are carried out for proprietary purpose and on behalf of customers.

Shares Ownership

Founders of the Bank represent 66.66% of the Bank’s total share capital upon listing and will be restricted from selling shares for the first year of trading, as per the Qatar Financial Markets Authority (QFMA) rules. The remaining share capital of 33.34% shall be freely tradable. All of the Bank’s listed shares rank pari passu, carrying the same voting rights and same rights to dividends declared, if any. Other than, the restrictions imposed and committed to by the Founders, the shares are freely transferable.

The articles of association (“Articles”) of the Bank restrict any person other than the Founders from owning more than 5% of the share capital of the Bank. The QCB issued a decision on 14 December 2022 approving Brooq Trading Company LLC and Al Sanad Trading Company LLC to own up to 10% of the Bank’s share capital, and granted a grace period of five years from the date of the decision for these entities to dispose of any excess shareholding. Qatar Government directly or indirectly owns 44.0% of the share capital of the Bank.

Eligible investors for trading in the shares from the first day of trading include all Qatari nationals and non-Qatari nationals permitted to trade in the shares in accordance with the Qatar Stock Exchange Rulebook, the Qatar Financial Market Authority Listing Rules, the Qatar Central Bank regulations, the Bank’s articles of  association and as otherwise not prohibited by applicable law (including by Law No. 1 of 2019 (the “Foreign Investment Law”), which prohibits foreign ownership of the share capital of the Bank beyond 49% unless  an exemption has been provided under the Foreign Investment Law or any other applicable laws or regulations). Upon listing, the Bank is permitted to allow up to 49% of the share capital to be in foreign ownership. The Bank has received shareholder approval and, subject to obtaining the additional necessary regulatory approvals (including the Council of Ministers’ approval), will seek to increase in the permitted level of foreign ownership of shares of the Bank to 100% immediately post listing.

Any existing shareholders of the Bank, who have not done so already, are strongly encouraged to request and complete a QE ‘NIN Information Modification Form’, which may be obtained from the Qatar Central Securities Depository’s website (www.qcsd.com.qa). This will also enable applicants to receive dividend payments directly into a nominated bank account.

Dukhan Bank Key Investment Highlights

Summary of Dukhan Bank QPSC Listing Terms

For further information and respective details on the Bank and its listing, together with the risk factors, please read the Qatar Financial Market Authority approved listing prospectus and other information available on Bank’s website (https://www.dukhanbank.com).

Contact Details: [email protected]

Important Notice

This announcement is not an offer to sell, or a solicitation of an offer to subscribe for or to acquire, securities and nothing contained in this announcement shall form the basis of, or be relied upon in connection with, any offer, contract or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of information contained in the Prospectus published by the Bank.

The distribution of this announcement and other information in connection with Listing in jurisdictions outside of Qatar may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

QNB Capital LLC is acting as listing advisor (“Listing Advisor”) to Dukhan Bank is authorised and regulated by the Qatar Financial Centre Regulatory Authority, K&L Gates LLP as international legal advisor, and Sharq Law Firm as Qatar legal advisor in connection with the transaction. No person has been authorised to give any information or make any representation other than those contained in the Prospectus and, if given or made, such information or representation must not be relied upon as having been so authorised by the Bank or QNB Capital LLC.

The information in this announcement is subject to change, including the date of Listing, may be influenced by a range of circumstances such as market conditions. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amounts invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Bank’s shares. The value of the shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Listing for the person concerned. Past performance cannot be relied upon as a guide to future performance. The information contained in this announcement (the “Information”) is for background purposes only.

Whilst the information in this document has been published in good faith, however no representation, warranty or undertaking, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or the opinions contained therein. Statements contained in this press release that are not historical facts are based on current expectations, estimates, projections, opinions and beliefs of the Bank. Such statements involve known and unknown risks, uncertainties and other factors, and reliance should not be placed thereon. In addition, this press release contains “forward-looking statements.” Actual events or results or the actual performance of the Bank may differ materially from those reflected or contemplated in such forward- looking statements

The Bank, its affiliates and any of its or their respective directors, officers, partners, members, employees, agents or advisers assume no liability or responsibility and owe no duty of care for any consequences of any person acting in reliance on the information contained in this press release or for any decision based on it. The Bank expressly disclaims any obligation or undertaking to disseminate any updates or revisions to the Information.