Emirates Nbd Bank (p.j.s.c) · DFM:EMIRATESNBD
Emirates Nbd Bank (p.j.s.c) — Emirates NBD — Merger or Acquisition (July 2007)
35 slides from Emirates Nbd Bank (p.j.s.c)'s merger presentation, Jul 12, 2007
Slide 1: EBI and NBD Merge to Form Emirates NBD
EBI and NBD Merge to Form Emirates NBD Creation of a UAE Champion Dubai, United Arab Emirates 12 July 2007
Slide 2: Running Order
Running Order Opening Remarks H.E. Ahmed Humaid Al Tayer Abdullah Mohamed Saleh Merger Details R. Douglas Dowie Rick Pudner Q&As Above plus Sanjay Uppal Joyshil Mitter 2
Slide 3: Disclaimer
Disclaimer Important Notice This presentation and any discussion in connection with it (the "Presentation") is being provided for information purposes in relation to the proposed share offer by Emirates NBD ("Emirates NBD"), a company to be formed for the purposes of the proposed merger of Emirates
Slide 4: Today's Presentation
Today’s Presentation I. Merger Highlights II. Transaction Rationale III. Corporate Governance IV. Emirates NBD Strategy Appendix A Management Profiles 4
Slide 5: I. Merger Highlights
I. Merger Highlights
Slide 6: The Merger Creates a National Champion and a Regional Powerhouse
The Merger Creates a National Champion and a Regional Powerhouse… • Largest UAE bank by assets and market capitalisation 1 • Significant strengthening of competitive positioning Creation of a UAE • Highly diversified business mix Champion • Corporate/retail banking powerhouse • Significantly enhance
Slide 7: Renewed Strategic Focus and Expanded Commercial and Geographic Reach
…with Renewed Strategic Focus and Expanded Commercial and Geographic Reach Emirates NBD’s objective is … to become a leading regional financial institution, with an increasing international presence to leverage financial strength, scale and market positioning to capture domestic and regional opportu
Slide 8: Significant Benefits for All Stakeholders
Significant Benefits for All Stakeholders Key Merger Benefits • Creation of the leading UAE banking franchise • Enhanced regional and international expansion opportunities Shareholders • Increased financial strength and capital position to support future growth • Value creation through revenue and c
Slide 9: Effective Organisational Structure Post-Merger
Effective Organisational Structure Post-Merger Emirates NBD offers to buy shares in EBI Structure following completion of and NBD by way of a share for share transaction exchange through an unregulated contractual offer EBI NBD Emirates NBD Shareholders Shareholders (public company) 66%1 34%1 EBI Pr
Slide 10: Key Terms of the Merger
Key Terms of the Merger Main Features • Creation of Emirates NBD • Merger by common ownership of EBI and NBD Structure • EBI and NBD to become subsidiaries of Emirates NBD, and will continue to operate under their current legal names following the merger and until the regulatory merger process under
Slide 11: Indicative Timetable
Indicative Timetable • 01-Jul: EBI and NBD Board Approvals of the Merger • 02-Jul: Trading in EBI Shares and NBD Shares Suspended • 02-Jul: Holding Announcement by EBI and NBD Boards • 02 - 11-Jul: Discussions with Regulators • 12-Jul: Announcement of Key Terms of the Merger • EGM + 10 days: Transac
Slide 12: II. Transaction Rationale
II. Transaction Rationale
Slide 13: UAE Banks by Market Capitalisation
EBI+NBD 7.4 3.9 0.9 12.2 1 No. 1 NBAD 8.8 Dubai Islamic Bank 8.1 ADCB 7.7 EBI+NBD 7.4 No. 4 Mashreq 6.0 First Gulf Bank 4.9 NBD 3.9 No. 7 Union National Bank 3.4 Commercial Bank of Dubai 2.5 Source: Bloomberg, data as of 01-Jul-07 Abu Dhabi Islamic Bank 2.3 United Arab Bank 1.4 National Bank of Ras
Slide 14: With Market Leading Positions
1 …With Market Leading Positions #1 by Total Assets (AEDbn) #1 by Customer Loans¹ (AEDbn) 165.2 101.0 109.1 81.1 64.4 56.7 62.4 57.5 47.8 50.2 41.5 36.3 31.0 29.4 27.5 25.2 18.7 12.6 EBI+NBD EBI+NBD NBAD NBAD ADCB ADIB ADCB ADIB National Bank National Bank Bank of Dubai Bank of Dubai First Gulf Firs
Slide 15: Emirates NBD Will Benefit From a Highly Diversified Business Mix
1 Emirates NBD Will Benefit From a Highly Diversified Business Mix… EBI 2006 Assets (AED 96bn) Islamic Banking (7bn) 7% Personal and Retail (16bn) 17% EBI + NBD 2006 Assets (AED 165bn) Corporate and Other¹ (46bn) 47% Islamic Banking Inv. Mgmt.² (7bn) (28bn) 4% 29% Personal and Retail (26bn) 16% EBI
Slide 16: Domestic Corporate, Retail and Islamic Banking Powerhouse
1 …and is Positioned to Become a Domestic Corporate, Retail and Islamic Banking Powerhouse 2006 Corporate Loans Market Share1 (AED) 2006 Personal Loans Market Share2 (AED) 34bn 82bn 9bn 28bn 8% 19bn 8% 48bn 20% 24% 12% 16% EBI NBD Emirates NBD EBI NBD Emirates NBD 2006 Islamic Assets Market Share (A
Slide 17: Largest Branch and ATM Network in the UAE
1 . . . With the Largest Branch and ATM Network in the UAE 1 2 Abu Dhabi Emirate # Branches # ATMs Emirate # Branches # ATMs Ajman Abu Dhabi 2 10 Abu Dhabi 11 20 Fujairah Ajman 1 4 Ajman 3 5 Fujairah 1 1 Fujairah 2 4 Sharjah Sharjah 2 14 Sharjah 2 29 Dubai Dubai 33 133 Dubai 35 194 Ras Al Khaimah 1
Slide 18: Enhanced Representation in the Region's Key Markets
1 . . . and Significantly Enhanced Representation in the Region’s Key Markets EBI NBD 19
Slide 19: Positioned to Emerge as a Leading Regional Player
2 Positioned to Emerge as a Leading Regional Player 2006 GCC Deposit Market Shares 2006 Assets ($bn) EBI + NBD NCB 26.1 18.9 45.0 41.5 9.4% 9.0% 33.1 28.1 27.5 27.4 25.1 Samba 22.4 22.1 21.9 Next Top 40 6.9% Al Rajhi 36.7% 5.3% NBAD Saudi-British 5.2% 4.3% Riyad NBAD ABC KFH EBI + Rajhi NCB NBK ADCB
Slide 20: A Highly Competitive and Fast Growing Market
2 … in a Highly Competitive and Fast Growing Market UAE has seen high growth in the recent past… ...But the market remains relatively fragmented 2000-06 Bank Assets CAGR Market Share of Top 3 Banks (By Assets, %)¹ 25% UAE 31 21% KSA 46 Kuwait 59 15% Bahrain 62 12% 11% 11% Oman 67 Qatar 69 France 52
Slide 21: Value Creation Potential of the Merger is Significant
3 Value Creation Potential of the Merger is Significant (Based on 2006 Figures1) Note that any statement relating to synergies is uncertain as such statements are forward looking in nature and involve known and unknown risks and are based on several assumptions. Consequently, the actual synergies ma
Slide 22: Revenue Synergies Breakdown
3 Revenue Synergies Breakdown Highly Preliminary Revenue Synergy Breakdown % Total Basis/Rationale • Greater share of wallet and yield enhancement • Cross sell of new product capabilities to increase fee income Corporate 66 34% • Increased capacity for cross border risk due to larger balance Banking
Slide 23: Cost Synergies Breakdown
3 Cost Synergies Breakdown Highly Preliminary Cost Synergy Breakdown % Total Basis/Rationale • Branch and ATM network consolidation Retail Banking 52 34% • Integration of card acquiring business • Pricing advantages on advertising / marketing spend • Optimised Head Office and Group functions HQ 40 2
Slide 24: Synergy Estimates are In-line with International Benchmarks
3 Synergy Estimates are In-line with International Benchmarks Declared Synergies: Selected European In-Market Transactions Median Cost Synergies: 26% Median Revenue Synergies: 10% 48% 44% 26% 22% 22% 21% 18% 11% 10% 10% 7% 5% RBoS / Natwest Barclays / Woolwich BPVN / BPI Banca Intesa / San Sabadell
Slide 25: III. Corporate Governance
III. Corporate Governance
Slide 26: A Clear, Balanced Governance Framework
A Clear, Balanced Governance Framework Key Principles Proposed Leadership/Positions • Evenly split board, 6 – 6 • Chairman: H.E. Ahmed Humaid Al Tayer • 12 non-executive positions • Vice Chairman: Abdullah Mohammed Saleh • Distinguished business • Six members from EBI: H.E. Ahmed leaders in UAE comm
Slide 27: An Experienced Leadership Team
An Experienced Leadership Team The proposed team is well-represented from both banks Clear delineation of responsibilities Further management appointments will be announced in due course • Rick Pudner CEO • Formerly, HSBC (various senior management posts in Asia & Middle East) • At EBI: 1 year; In I
Slide 28: IV. Emirates NBD Strategy
IV. Emirates NBD Strategy
Slide 29: Emirates NBD Strategy
Emirates NBD Strategy 1 Pursue profitable growth in Retail Banking 2 Establish a distinctive Wealth Management offering 3 Consolidate and enhance market position in Corporate Banking 4 Develop a leading regional Investment Banking franchise 5 Expand Islamic Banking 6 Pursue expansion in the GCC and
Slide 30: Concluding Remarks
Concluding Remarks Creation of a UAE 1 Champion Increased Financial 2 Strength and Scale Superior Value 3 Creation Potential 31
Slide 31: For more information, visit www.ebinbdmerger.com
For more information, visit: www.ebinbdmerger.com 32
Slide 32: Appendix A: Management Profiles
Appendix A: Management Profiles
Slide 33: EBI Management
EBI Management Management Positions Held Years Experience • CEO, HSBC – South Korea • At EBI: 1 year Rick Pudner • Head of Corporate Banking, HSBC Middle East • In Industry: 27 years (50) Group Chief Board Positions Executive • EIS Economic Development Council • Emirates Fund Managers (Jersey) • Emi
Slide 34: NBD Management
NBD Management Management Positions Held Years Experience • Group Chief Executive, National Bank of Dubai (1999– to date) • At NBD: 8 years • Advisor to the President Director Bukaka Teknik, Indonesia (1995 – 1997) • In Industry: 44 years • Chief Executive, Standard Chartered Bank, Indonesia (1992 –
Slide 35: NBD Management
NBD Management Management Positions Held Years Experience • CEO, NBD Investment Bank (since 2006) • At NBD: 1 years • Regional Head – Investment Banking, Continental Europe Middle East & • In Industry: 25 years Africa, Bank of America (2003 - 2006) Shahzad Shahbaz • Head – EMEA Emerging Markets Corp