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Due to lack of Quorum,"TII" Defers its General Meeting
Future of Albaraka & The International Investor under review
Due to lack of Quorum,"TII" Defers its General Meeting
Owing to lack of quorum legally required for convening the General Meeting of The Internaitonal Investor "TII", it has been decided to postpone the meeting in accordance with applicable rules.
As for the press release of Dallah AlBaraka Holding Company (DGHC), we would like to confirm that the statement included many misrepresentations and allegations against the International Investor, which are totally baseless. "TII" would also like to stress that it will not be entering into any media debate regarding this matter. This is because Dallah DBHC's press release revolved around three main issues. The first issue addressed the court cases between "TII" and "DGHC" which are still pending in both London and Kuwait. The second issue reflected the view point of DBHC, in which respect we would like to clarify that, due to differences of opinion between the two parties and their inablitiy to reach an amicable solution that observes the interests of all shareholders, TII Board decided to refer the matter to arbitration. Such a route was agreed upon by both parties in the Shares Transfer Agreement signed in October 2001. The third issue represented DGHC interpretation of the financial statements of "TII", in which regard we would like to clarify that "TII" has professinally acted at all times in fulfulling its contractual obligations. In this specific respect, the financial statements have been prepared in accordance with the international accounting standards and have been approved by two of the best qualified auditing firms. Moreover, the financial statements have also been authorized by the official regulatory bodies in Kuwait, including Kuwait Stock Exchange.
We would like to stress to the public at large that our confidence in the soundness and integrity of TII's position will be vindcated by the award of arbitration, which we consider to be the quickest, fairest and most transparent solution to reaching a settlement in the best interests of both parties, and the best way for protecting the rights of all shareholders.
"TII" would be pleased to reply to any enquiries the shareholders may raise at the general meeting, which will be held on January 12th, 2003.
Adnan Al-Bahar receives major industry award in recognition of his outstanding contribution to Islamic banking and finance
The Chairman and Managing Director of The International Investor (TII), Mr Adnan Al-Bahar, has been presented with a prestigious industry award in recognition of his 'outstanding contribution to Islamic banking and finance'.
The award was presented at a special Gala Dinner and Awards Ceremony at the World Islamic Banking Conference on Saturday 2 November 2002 in Bahrain.
Mr Al-Bahar expressed his surprise and delight at receiving the award:
"This is an unexpected pleasure and a great honour. I would like to thank my fellow partners at TII, and all my friends and colleagues in the industry, for their support and encouragement. Together, we will work to ensure the continued growth and development of Islamic banking and finance."
This is not the first time that Adnan Al-Bahar has been recognised by the industry. In 1994, he was chosen 'Global Leader for Tomorrow' by the World Economic Forum, Switzerland, and in 1997, the Islamic Banking and Finance Forum named him 'Islamic Banker of the Year'. In 1998, Adnan featured in Global Finance Magazine as one of the leading people worldwide in the field of finance.
Widely regarded as a leading innovator in the field of Islamic finance, Adnan first made his mark at Kuwait Finance House (KFH) which he joined in 1980 as an officer in the Credit Division. After one year, he was appointed Head of International Banking Relations, a newly created unit, where he developed an Islamic international trade instrument - Murabaha - which proved most successful in employing the Bank's surplus liquidity. He then moved to the Investment Division, reporting directly to the General Manager. Promotion to Assistant General Manager followed, and then his ultimate appointment as General Manager in 1986.
At the age of 32, he became the youngest-ever GM in Kuwait's finance sector, and helped to build KFH into the country's second largest banking institution. Adnan then moved to London, where he was Managing Director of the Al Rajhi Company for Islamic Investments. Returning to Kuwait in 1992, he founded The International Investor (TII), which he developed into a leading regional Islamic investment bank.
Adnan has served as Advisor to Finance Committee of the Kuwait Parliament, while his numerous directorships have included the Kuwait Investment Authority, the Kuwait Stock Exchange, and the Kuwait Higher Planning Board. A Kuwaiti national, Adnan holds a BA degree in International Business from the American College in Switzerland.
TII opts for arbitration to settle outstanding issues regarding share transfer agreement with Dallah Albaraka Group .
At its meeting in July 2002, The Board of Directors of TII agreed a number of resolutions which include the preferred route to settling outstanding issues with Dallah Albaraka Group; the release of 2001 financial statements; and TII's future strategy.
Outstanding issues with Dallah Albaraka Group
The TII Board resolved to refer all outstanding contractual issues with Dallah Albaraka Group to arbitration. The Board considers that arbitration is the quickest, fairest and most transparent way to reach a settlement. It will be in the best interests of the two parties and also, very importantly, the best way of protecting the rights and interests of all shareholders. The use of arbitration in the event of any disagreements or differences of opinion was agreed as part of the share transfer agreement regarding Dallah Albaraka Group's assets in nine regional Islamic banking subsidiaries, signed by both parties in October 2001. The arbitration shall be held and the award issued in London, in accordance with the Arbitration Rules of the International Chamber of Commerce.
2001 financial statements
The Board directed TII's auditors to finalise TII's financial statements for the year ended 31 December 2001. Following finalisation by the auditors, the financials will be submitted to the Central Bank of Kuwait for approval. TII will then present the 2001 financials to a general assembly of TII shareholders for ratification, and subsequently request the Kuwait Stock Exchange to resume trading of TII shares as soon as possible.
Strategic direction
The Board approved plans designed to speed up TII's strategy of expanding the scope and size of its activities in the GCC and other potential markets in the MENA region. Commenting on TII strategy, TII chairman and managing director, Adnan Al-Bahar said:
"We are actively holding discussions with a number of interested parties throughout the region, and will continue to explore all possible opportunities and options.
"In today's rapidly changing and increasingly competitive marketplace, the option to stand still simply does not exist. This is why we are continuing to refine and evolve our strategy at the same time as we seek a resolution to the outstanding issues with Dallah.
"TII will remain a proactive and innovative player in the Islamic marketplace. We will use the valuable experience gained in our recent Albaraka & TII integration activities to further our strategy in all possible ways, to the benefit of TII shareholders and the Islamic financial sector as a whole," stressed Adnan Al-Bahar.
The International Investor holds informal meeting to update shareholders on latest developments in merger transaction with Dallah Albaraka Group .
The International Investor (TII) held an informal meeting on Sunday 12 May 2002 to update TII shareholders on the latest developments in the merger transaction with Dallah Albaraka Group (DBG).
Adnan Al-Bahar, TII chairman and managing director, told shareholders:
"The teams from TII and DBG are continuing their meetings on an amicable basis to discuss DBG's request to unwind the merger transaction. We entered into the merger agreement with Dallah Albaraka in order to create added value for our shareholders. Following latest developments, we are now seeking to work out a process that will best protect the interests and rights of shareholders."
Discussions to date have defined two key issues that need to be resolved in order for the TII Board to propose final resolutions to the General Assembly for approval:
1. Capital increase
Both teams have recommended that a letter be sent to the Ministry of Commerce outlining the present status of the capital increase, and requesting the Ministry's views on the possibility of cancelling the capital increase and returning funds to subscribed shareholders, and on the most suitable procedures to be followed to address this matter.
2. Costs and expenses
Agreement is needed on the allocation of all merger transaction costs and expenses incurred to date.
Capital increase
Adnan Al-Bahar pointed out that shareholders at the TII General Assembly held in June 2001 had agreed to increase TII's capital by KD 33 million through the issue of 330 million shares. They had also agreed to waive their rights of first refusal for 180 million shares to the benefit of Sheikh Saleh Kamel and DBG, and for 150 million shares to the benefit of other investors.
The share offering to increase TII's capital was initially oversubscribed. Subscription applications were reviewed and final share allocation was approved by the TII Board in December 2001. Following a subsequent default by a major investor on their subscription commitment, subscription for 230 million shares was completed. In April 2002, DBG requested that the capital increase be revoked and subscribed amounts be refunded, since the subscription was not fully covered.
TII 2001 consolidated financial statements
Adnan Al-Bahar also pointed out that the resolution of TII's capital is affecting the production of TII financial statements for 2001 because the preparation of the balance sheet requires the amount of capital to be specified.
Following the reply from Ministry of Commerce, TII will finalise appropriate 2001 financials for approval by the relevant authorities, and then request the Kuwait Stock Exchange to resume trading of TII shares.
Further meetings
It was agreed that further informal briefing sessions should be held on a regular basis in order to keep shareholders informed of latest developments at TII.
Future of Albaraka & The International Investor under review .
TThe International Investor (TII) regrets to announce that, following a request by Dallah Albaraka Group (DBG), both parties are currently discussing the possibility of unwinding the merger transaction known as "Albaraka & The International Investor".
Although difficult and complicated at this stage, both parties will work together amicably to ensure that the unwinding process is carried out in a speedy, effective and friendly manner.
This is a disappointing development, given the extensive merger integration work that has been undertaken to date. However, TII still believes that the strategic goals of the merger are very valid, and plans to pursue these independently.
At the same time, both parties remain committed to the development of a strong and competitive regional Islamic banking sector, and will seek different ways of collaborating in the future.
This announcement is made without prejudice to the respective rights of both parties.
