Emirates NBD Bank will start its mandatory open offer for up to 26 per cent of RBL Bank on June 1. Public shareholders can tender shares until June 12 under a cash offer priced at AED10.78 a share.
Letter of Offer dated May 22 sets the base offer price at AED10.69 and adds AED0.09 a share in applicable interest, taking the maximum cash outlay to about AED 4.48bn if the offer is fully accepted.
Dubai’s lender launched the offer under the transaction agreed on October 18, 2025, when Emirates NBD and RBL Bank signed definitive documents for a preferential issue of up to 959,045,636 new shares at AED10.69 each.
Emirates NBD confirms that all regulatory and governmental approvals for that transaction have been received. Its final holding is expected to range between 51 per cent and 74 per cent, depending on foreign ownership limits and the outcome of the open offer.
Offer terms and timing
Offer documents show a revised timetable that shifts the tendering window into June. RBL Bank will publish the open offer opening announcement on May 29.
Shareholders will receive payment, or shares will be returned in case of rejection, by June 29. A post offer public announcement is due by July 6.
Letter of Offer also records that the bid is not conditional, carries no minimum acceptance threshold and faces no competing offer.
Open offer size stands at 415,586,443 shares. That represents 26 per cent of RBL Bank’s expanded voting share capital. Letter of Offer specifies that the size can be reduced proportionately if needed so Emirates NBD’s holding after the preferential issue.
And the open offer does not exceed 75 per cent of expanded voting capital. Minimum lot size is one share.
Capital plan centres on primary capital injection
October 2025 and first quarter 2026 filings place the transaction among the largest foreign entries into Indian banking. Emirates NBD recorded the investment at about AED11.2bn in its March 31, 2026 financial statements.
Emirates NBD also describes the deal as the largest equity fund raise in Indian banking and the acquisition of a majority interest in a profitable Indian bank by a foreign banking institution.
Structure remains centred on fresh capital rather than a secondary block purchase. Emirates NBD will subscribe to new RBL Bank shares through the preferential issue, then run the public tender process required under Indian takeover rules.
Emirates NBD also outlines an eventual amalgamation of its India branch operations in Mumbai, Chennai and Gurugram into RBL Bank, subject to further regulatory clearances. Completion would place RBL Bank under the foreign bank subsidiary framework of the Reserve Bank of India, with Emirates NBD classified as promoter.
RBL enters offer window with stronger metrics
RBL Bank is entering the tender period after a stronger fourth quarter. Audited FY26 results released on April 25 show Q4 net profit rose 234 per cent year on year to AED87.8m.
Net interest income reached AED637.9m. Net advances climbed 23 per cent to AED43.61bn. Total deposits rose 25 per cent to AED53.07bn. Gross non performing assets fell to 1.45 per cent and net non performing assets eased to 0.39 per cent.
FY26 net profit reached AED313.8m. RBL Bank added 23 branches during the quarter and took its network to 603 branches.
Capital adequacy stood at 14.25 per cent at March end, with CET1 at 12.77 per cent. RBL Bank’s FY26 release also records that approvals from the Reserve Bank of India and the Competition Commission of India had been received and that the Emirates NBD transaction was in its final stages of closure.
Emirates NBD is approaching the deal from a position of scale. First quarter 2026 financial statements show profit before tax of AED8.23bn.
Those filings also record the RBL acquisition at about AED11.2bn and indicate completion is expected in Q2 2026, subject to final regulatory steps.
June 1 will mark the public phase of a transaction first announced in October. June 12 will close it. Strong acceptances and available foreign ownership headroom would move Emirates NBD closer to control of RBL Bank through a structure that combines fresh capital, a mandatory tender route and a later India branch amalgamation plan.
Source: Arabian Business
