August 7, 2003	Thursday	Jumadi-us-Sani 8, 1424

KARACHI, Aug 6: The shareholders in Trust Investment Bank Limited (TIBL) and those in Fidelity Investment Bank Limited (FIBL) on Tuesday approved the scheme of amalgamation of the two banks together with the Doha Bank Pakistan Branches, so as to create Trust Commercial Bank Limited.

Extraordinary General Meetings to approve the scheme of merger were held in Karachi (TIBL) and Lahore (FIBL). The new entity — Trust Commercial Bank Limited — would be a locally incorporated bank, which would be listed on the stock exchanges.

According to the expected shareholding structure, Crescent Group companies & sponsoring individuals would hold 28.43 per cent shares; Doha Bank would have 30 per cent while 5,379 individuals would own 25.07 per cent of the new bank.

Trust Bank stated that the approval of the High Courts was not required to be sought, but the scheme of amalgamation would take form only after the nod from the State Bank of Pakistan under section 48 of the banking Companies Ordinance, 1962.

Subject to the approval of the SBP, based on the swap ratio for issue of shares, shareholders in Trust Investment Bank would get 50.88 per cent; members of Fidelity Bank 19.12 per cent and Doha Bank 30 per cent of the proposed paid-up capital of Rs1 billion in Trust Commercial Bank.

Following the approval by the Central Bank, all assets, claims, rights, remedies, liabilities and obligations, etc., of TIBL, FIBL and Doha Bank would vest in TCBL and the three merged banks would stand dissolved without winding up.

Interestingly, although Doha Bank is the largest private commercial bank in the state of Qatar with around a dozen branches, the bank maintains just two overseas branches: one in New York and the other in Karachi.

As a requirement for seeking the SBP approval, Trust Bank has asked Karachi Stock Exchange to endorse the fact that the new bank, TCBL, would be a listed company, without having the need to go for public issue of shares. The reason, Trust Bank said, was that members of TIBL and FIBL would still be holding 70 per cent equity in TCB and only one new shareholder, i.e Doha bank would be added to the register of members with 30 per cent holding. The public would own 25 per cent shares, which would go to meet the bourse’s listing regulations.

A year or two ago, Trust Bank had taken over the business formerly carried on by Pakistan Industrial Leasing Corporation (PILCORP) in an amalgamation deal in which shareholders of PILCORP were issued 1.70 shares of Rs10 each, in Trust Bank for every share of the same face value, held in PILCORP.