History & Business

Ithmaar Bank was incorporated in the Kingdom of Bahrain on 13 August 1984 under the name of Faysal Investment Bank of Bahrain E.C. (FIBEC). Until 2003, FIBEC was a wholly-owned subsidiary of Shamil Bank with an investment banking license granted by the BMA and engaged in acting as a manager of funds deposited for investment in accordance with the Sharia.

On 21 October 2003, Shamil Bank purchased all the assets and liabilities of FIBEC then in existence with the exception of the statutory deposit lodged with the BMA. Immediately following this purchase, Shamil Bank sold the entire share capital of FIBEC to DMI and the name of FIBEC was changed to Ithmaar Bank B.S.C. (Closed). On 4 November 2003, the authorized and issued Class A management shares acquired by DMI from Shamil Bank were cancelled and the authorized capital was reconstituted to 300,000,000 ordinary shares of US$ 1.00 each. On the same date, 10,000,000 ordinary Shares were issued as fully paid-up in exchange for the cancelled Class A management shares and 20,000,000 ordinary shares were issued as fully paid-up for cash and on 31 March 2004 Ithmaar Bank’s issued share capital was increased to US$ 150,000,000 by the creation of an additional 120,000,000 shares, all of which were issued to DMI. On 25 October 2005, the authorized capital was further raised to 500,000,000 ordinary shares of US$ 1.00 each.

In October 2003, Ithmaar acquired certain investments from DMI as described below.Under the sale and purchase agreements entered into, Ithmaar paid a total consideration of US$ 45,995,304 based on the carrying amounts of the investments acquired at 30 June 2003. Ithmaar then became beneficially entitled to the assets and responsible for the liabilities together with the earnings thereon with effect from 1 July 2003. The investments acquired were:

Through its purchase of the subsidiaries above, Ithmaar indirectly acquired a 49% interest in Faisal Finance (Switzerland) S.A. and a 28% interest in Faysal Bank Limited of Pakistan.

In addition, Ithmaar purchased on the same date DMI’s 40% interest in Solidarity Company B.S.C.(c) for a total consideration of US$ 40,000,000 and its 23% interest in Faisal Islamic Bank of Egypt for US$ 34,125,000.

In August of 2006, Ithmaar Bank acquired a 60% shareholding in Shamil Bank of Bahrain, an Islamic commercial and investment bank. As a US$410 million transaction, the acquisition of Shamil Bank has directly broadened the activities of Ithmaar Bank to cover the entire spectrum of Islamic banking and finance services.

The acquisition of Shamil Bank was part of a two-way deal, which saw Ithmaar Bank cede its 100% shareholding in the Islamic Investment Company of the Gulf (IICG) Bahamas to DMI Trust. The US$150 million sale transaction has netted a profit of US$104 million, which was reflected in Ithmaar Bank’s profits for 2006.

In 2007, Ithmaar Bank acquired the 40 per cent minority interest in Shamil Bank which was publicly held, thereby making Shamil a 100 per cent subsidiary. The Extraordinary General Meetings (EGMs) of Ithmaar Bank and Shamil Bank were held on 29 November 2007. Two independent firms were engaged to perform valuations for Ithmaar Bank and Shamil Bank. The share exchange proposal, of 12 shares of Ithmaar Bank for 10 shares of Shamil Bank held by the remaining 40 per cent Shamil Bank minority interest, was approved by both of the EGMs. Accordingly, Ithmaar Bank issued 446.5 million new Ithmaar Bank shares to Shamil Bank minority shareholders. The Ithmaar Bank EGM also approved the issue of 288 million bonus shares to existing Ithmaar Bank shareholders (as at 28 November 2007).

In Febraury 2008 Ithmaar Bank announced its purchase of 19.1 per cent of the issued and outstanding share capital of BBK, a leading commercial bank, for approximately BD123 million. Ithmaar Bank bought 147.6 million shares, at a price of 832 fils per share, through an auction held on behalf of the Commercial Bank of Kuwait at the Bahrain Stock Exchange. In August 2008, Ithmaar has further increased its stake in BBK to 25.4 per cent.