QNB Group enters into a definitive agreement to acquire Société Générale’s stake in NSGB – Egypt

QNB Group, the largest financial institution in the State of Qatar and the MENA region, announced that it has entered into a definitive agreement with Société Générale for the acquisition of its entire stake of 77.17% in National Société Générale Bank – Egypt (NSGB). Subject to receipt of required regulatory approvals, QNB Group will launch a mandatory tender offer (MTO) for 100% of the share capital of NSGB, to which Société Générale has committed to tender its shares.

This transaction is a significant milestone in QNB Group’s strategy of international expansion and it represents the largest acquisition in the bank’s 48-year history. With the addition of Egypt as a new home market and one of the leading Egyptian banks to its network, QNB Group, the pre-eminent bank in the Middle East and North Africa, further extends its presence in the Arab world and will be able to increasingly benefit from the rapid development of trade and the strengthening of economic ties in the Arab and North African region and between Qatar and Egypt in particular. This also reflects QNB Group’s confidence in the long-term prospects of the financial sector and economy in Egypt.

The acquisition is consistent with QNB Group’s strategy to expand its existing presence in high growth emerging markets with large under banked populations. The transaction is the largest banking transaction in the Middle East since the financial crisis, and one of the largest cross-border investments in Egypt over the last two years.

NSGB – Egypt is the 2nd largest private (non-state owned) bank1 operating in the high growth Egyptian market through a network of c.160 branches across the country and more than 4,150 employees, with total assets as at 30 September 2012 reaching EGP63.3 billion (c.US$10.4 billion).

The offer for 100% of the share capital of NSGB amounts to US$2,558 million. The price to be offered to all shareholders will be converted into EGP at the time of the filing of the MTO with the Egyptian Financial Services Authority (EFSA).

QNB intends to fund the purchase through its own funds and will remain strongly capitalized after the acquisition with a core tier 1 capital ratio of around 15%. The transaction is expected to be immediately earnings accretive in 2013 and will further diversify the financial

profile of QNB Group. NSGB will be representing 8% and 10% respectively of combined total loans and deposits and 10% of the combined net income2.

Using prevailing exchange rates, the multiples for the transaction are 1.8×3 based on book value expected at closing.

Commenting on the announcement, QNB Group’s Chief Executive Officer Ali Shareef Al-Emadi said:

“This transaction is in line with QNB Group’s international strategy, which has become an integral part of our growth and commitment to diversify revenue sources. The Egyptian financial sector represents a significant growth opportunity with its combination of growth potential, increased future penetration of banking services, young and dynamic population to be served and the core links of Egypt within the Middle East and North Africa. We look forward to the addition of NSGB into QNB Group’s global network”.

Timetable and Required Approvals

The launch of the MTO and the Closing of the transaction are conditional, among other things, on QNB Group having obtained the customary approvals and authorizations from the Central Bank of Egypt, the Egyptian Financial Services Authority and the regulatory authorities in Qatar.

The Mandatory Tender Offer is expected to be launched in early 2013 with the transaction expected to close in the first half of 2013.

Advisors to QNB Group

QNB Capital and J.P. Morgan are acting as financial advisors, and Clifford Chance is acting as lead legal counsel and Zaki Hashem & Partners are acting as local legal counsel, to Qatar National Bank in relation to the transaction.

2 Based on reported consolidated figures for the nine months period ending 30 September 2012

3 Estimated book value as of 31 March 2013 based on reported book value of NSGB as of 30 September 2012 and period net income based on Bloomberg consensus for 2012E and 2013E net income estimate for NSGB as of 24 November 2012

Description of the Buyer and the Target

QNB Group

Qatar National Bank was established in 1964 as the country’s first Qatari-owned commercial bank, has an ownership structure split between the Qatar Investment Authority (50%) and the private sector (50%).

QNB has steadily grown to be the largest bank in the Middle East and North Africa Region and is by far the leading financial institution in the country with a market share exceeding 45% of banking sector assets.

The Group delivered record net profit of QR6.2 billion (US$1.7 billion) in the nine months ended 30 September 2012, up by 15.0% compared to the same period last year, demonstrating QNB’s success across business activities and the ability to achieve strong growth and profitability for the benefit of shareholders. Total assets increased by 25.3% since 30 September 2011 to reach QR351.0 billion, the highest ever achieved by the Group.

QNB has witnessed rapid international expansion in the past few years and operates in 24 countries around the world through its network, subsidiaries and associate companies employing about 8,500 staff, along with a network of 383 branches and offices and an ATM network that exceeds 780 machines.

The Group has also extended its regional reach by acquiring stakes in various financial institutions including 35% stake in the Jordan-based, the Housing Bank for Trade and Finance (HBTF), 40% in Commercial Bank International (CBI) based in the United Arab Emirates (UAE), 50% of the Tunisian-Qatari Bank, 51% in the Iraqi-based Mansour Bank and 49% of the Libyan based Commerce & Development Bank. QNB Group also retains 51% stake in QNB-Syria and a 70% stake in QNB Kesawan in Indonesia.

Key figures of as of end of September 2012, total assets: QR351.0 billion (US$96.4 billion), total deposits: QR268.5 billion (US$73.7 billion), total loans: QR238.6 billion (US$65.5 billion).

QNB is rated A+ by Standard and Poor’s and by Fitch, and Aa3 by Moody’s.

National Société Générale Bank (NSGB) – Egypt

Established in April 1978, National Société Générale Bank (NSGB) is one of the largest private banks operating in the country. NSGB serves more than 700 thousand clients through 4,161 banking professionals.

NSGB offers a wide range of products serving financial needs of corporates, medium and small enterprises or individuals with a balanced focus on both Corporate and Retail Banking. NSGB has expanded its network of branches to 160 branches covering 24 governorates. Moreover, NSGB keeps enhancing its multi-channel automated tools to reach its clients. NSGB was named Best Bank in Egypt for 2012 by Euromoney.

Key figures of as of end of September 2012, total assets: EGP63.3 billion (US$10.4 billion, up 1.1% compared to Dec-11), total deposits: EGP51.5 billion (US$8.4 billion, down (0.4%) compared to Dec-11), total loans: EGP36.1 billion (US$5.9 billion, up 2.8% compared to Dec-11).

According to CBE data, NSGB loans market share reached 7.50% as of 30 September 2012 up from 7.41% at the end of 2011, and deposits market share reached 4.92% down from 5.23% at the end of 2011.

By end of September 2012, the CAR stood at 16.44% up from 14.81% as at December 2011 (Basel I).

NSGB has a healthy liquidity position, and benefits from loan/deposit ratios below 100% for all currencies. Overall, the loan/deposit ratio stood at 70% at end of 30 September 2012.

NSGB’s net income during the first 9 months of 2012 amounted to EGP1,175 million, up by 8% year on year compared to the first 9 months of 20