History & Background
On 28 March 2016, shareholders of formerly named Ithmaar Bank B.S.C. approved plans to significantly transform the group’s operations. The plans, which were proposed by the formerly named Ithmaar Bank B.S.C. Board of Directors and approved by shareholders at an Extra Ordinary General Assembly, resulted in the conversion of the then existing Commercial Registration into Ithmaar Holding B.S.C. (Ithmaar Holding), which is licensed and regulated by the CBB and continues to be listed on the Bahrain Bourse and Dubai Financial Market. Ithmaar Holding retains 100 percent ownership of all assets previously owned by Ithmaar Bank B.S.C., through its two wholly-owned subsidiaries: Ithmaar Bank B.S.C (closed) (Ithmaar Bank), an Islamic retail bank subsidiary which holds the core retail banking business, and IB Capital B.S.C. (closed), an investment subsidiary, which holds investments and other non-core assets. The two subsidiaries are licensed and regulated by the CBB.
The new group structure was designed to assist in realising long-term strategies to focus and grow the core business and to ensure independent and focussed management of its investment and other assets. Ithmaar Group has always considered the changing market dynamic and used this as an opportunity to transform itself. The new structure builds on a history that dates back to 13 August 1984 when Ithmaar was first established in Bahrain under the name Faysal Investment Bank of Bahrain E.C. (FIBEC).
On 21 October 2003, Shamil Bank of Bahrain (Shamil Bank), an Islamic retail bank, purchased all the assets and liabilities of FIBEC then in existence with the exception of the statutory deposit lodged with the Bahrain Monetary Agency (BMA) [currently the Central Bank of Bahrain- CBB]. Immediately following this purchase, Shamil Bank sold the entire share capital of FIBEC to Dar Al-Maal Al-Islami Trust (DMIT) and the name of FIBEC was changed to Ithmaar Bank B.S.C.
On 4 November 2003, the authorised and issued Class A management shares acquired by DMIT from Shamil Bank were cancelled and the authorised 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 DMIT. On 25 October 2005, the authorised capital was further raised to 500,000,000 ordinary shares of US$1.00 each.
In August of 2006, Ithmaar Bank acquired a 60% shareholding in Shamil Bank. As a US$410 million transaction, the acquisition of Shamil Bank 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 DMIT. 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 remaining 40 per cent minority interest in Shamil Bank which was publicly held, thereby making Shamil Bank 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 February 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 further increased its stake in BBK to 25.38 per cent.
In April 2010, Ithmaar Bank completed a comprehensive reorganisation with its then wholly-owned subsidiary, Shamil Bank, to emerge as an Islamic retail-focused Bank, licensed and regulated by the Central Bank of Bahrain as an Islamic Retail Bank.