The Commission has approved the proposed acquisition of certain shareholding in RBL Bank Limited by Emirates NBD Bank (P.J.S.C.)

The proposed combination envisages the acquisition of shareholding of up to 74% (and not less than 51%) of RBL Bank Limited (RBL) by Emirates NBD Bank (P.J.S.C.) (ENBD), pursuant to:

1. A mandatory open offer under the provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 representing up to 26% of the expanded voting capital of RBL;
2. A preferential allotment of equity shares amounting to up to 60% of the total paid-up equity share capital of RBL; and
3. The proposed amalgamation of ENBD’s banking operations in India (carried on through the branch mode and operating through its network of 3 branches in India) (ENBD India Branches) into and with RBL on a going concern basis.

ENBD is a public joint stock company listed on the Dubai Financial Market, and headquartered in Dubai, United Arab Emirates (UAE). ENBD is a banking group active in several countries including India. It is engaged in range of banking products and services including retail banking, corporate and institutional banking, Islamic banking, investment banking, private banking, asset management, global markets and treasury, and brokerage operations.

RBL is a listed company incorporated in India, operating in the business of providing banking, financial and insurance services. It is a private sector bank and offers inter alia deposit taking services, loans and lending services, digital payment services and cash management services. RBL also has an IFSC Banking Unit (IBU) in GIFT City, which functions as an overseas branch.

Detailed order of the Commission will follow.

Acquisition of RBL Bank shareholding by Emirates NBD involves open offer, preferential allotment and amalgamation. Approval of a combination in which Emirates NBD Bank proposes to acquire up to 74% of RBL Bank by: a mandatory open offer under SEBI rules representing up to 26% of expanded voting capital; a preferential allotment up to 60% of paid-up equity; and the proposed amalgamation of ENBD's India branch operations into RBL on a going concern basis.