In a significant step towards consolidation and strategic growth, the Extraordinary General Assembly of OTC 320 NBK Capital (Watani Investment Company) has approved the company’s merger by absorption with NBK Financial Brokerage, designating NBK Capital as the acquiring entity and NBK Financial Brokerage as the merged entity.

The approval includes all necessary merger documents, such as the independent investment advisor’s opinion, the asset valuation report prepared by the independent appraiser, and the agreed share swap ratio—subject to the final approvals from the relevant regulatory authorities.

Under the merger terms, NBK Financial Brokerage will be dissolved in accordance with Law No. (7) of 2010 and its executive regulations and amendments. As part of the transaction, NBK Capital will increase its authorized, issued, and paid-up capital by KD 891,786.500, raising its total capital from KD 15,620,000 to KD 16,511,786.500. This capital increase represents a 5.7% rise and will be in the form of in-kind contributions equivalent to the net asset value of the merged entity.

The increase will be executed by issuing 8,917,865 new shares at a nominal value of 100 Fils per share, plus a share premium of KD 1.7 per share. Existing shareholders of NBK Capital will waive their preemptive rights in favor of shareholders of NBK Financial Brokerage, who will receive the new shares at a swap ratio of 0.1783573 shares of NBK Capital for every one share of NBK Financial Brokerage. The Board of Directors has been authorized to set and adjust the schedule for share allocation and handle fractional shares.

Additionally, the General Assembly approved amendments to Article (6) of the Memorandum of Association and Article (5) of the Articles of Association to reflect the new capital structure. The revised capital stands at KD 16,511,786.500, divided into 165,117,865 shares with a nominal value of 100 Fils each, all fully paid in cash.