Emirates NBD to acquire majority stake in RBL Bank

The Board of Directors of Emirates NBD Bank (P.J.S.C.) (“ENBD”) and RBL Bank Limited (“RBL Bank”) at their respective meetings held today, approved entering into definitive agreements for ENBD to acquire controlling stake in RBL Bank through a primary infusion of approximately USD 3bn (~ INR 26,850 cr).
The proposed transaction underscores ENBD’s long-term commitment to the Indian market and is a landmark transaction for the Indian financial services sector on account of:
• Largest ever foreign direct investment in the Indian financial services sector
• Largest ever equity fund raise in the Indian banking sector
• Largest fund raise via preferential issuance by a listed company in India
• First acquisition of majority interest in a profitable Indian bank by a foreign bank
The proposed investment will be made via a preferential issue of up to 60% and will be subject to regulatory approvals and other customary closing conditions. As part of this transaction, ENBD will also make a mandatory open offer for the purchase of up to 26% stake from the public shareholders of RBL Bank, in accordance with SEBI’s Takeover Regulations.
The Board of Directors of ENBD and RBL Bank also approved the amalgamation of the India branches of ENBD with and into RBL Bank as required by RBI guidelines. This amalgamation is expected to be completed after the execution of the preferential issuance into RBL Bank.
This investment reflects ENBD’s confidence in India’s fast-growing financial sector, reinforcing India’s strategic importance within the India-Middle East-Europe Economic Corridor (IMEC) and marking an important chapter in the economic partnership between India and the UAE.
The transaction brings together ENBD’s strong capital base and regional franchise with RBL Bank’s established presence and extensive distribution across India. The infusion will significantly strengthen RBL Bank’s balance sheet, enhance its Tier-1 capital ratio, and provide long-term growth capital, further enabling the Bank to deepen its deposit franchise and expand its footprint through calibrated branch network expansion.
Mr. Shayne Nelson, Group CEO of Emirates NBD said “Our investment in RBL Bank is a testament to our confidence in India’s vibrant and expanding economy. This strategic alignment brings together RBL Bank’s growing domestic franchise with Emirates NBD’s regional reach and financial expertise, creating a unique platform for growth and innovation. An enhanced presence in India for ENBD, through a well-established business like RBL Bank, would further complement ENBD’s service to customers operating throughout the MENATSA region. We envisage to support Indian businesses, trade, projects, and other opportunities throughout the region leveraging our network.”
RBL Bank Chairman, Mr. Chandan Sinha said "This partnership marks a defining moment in RBL Bank's journey of transformation. The entry of Emirates NBD as our strategic shareholder reflects the global confidence in India's banking sector and RBL Bank’s potential within it. Together, we are poised to strengthen our capabilities, deepen our customer franchise, and build a future-ready institution anchored in trust, governance, and growth."
RBL Bank will be able to capitalise on ENBD’s strong credit rating and its established relationships with companies, banks, and financial institutions across India. Conversely, ENBD would gain from the enhanced market presence afforded by RBL Bank’s extensive pan-India network and its expanding business franchise.
Mr. R Subramaniakumar, Managing Director & CEO of RBL Bank said “Welcoming ENBD as our new strategic partner is a significant milestone for the Bank. This partnership secures a robust and globally respected anchor shareholder, providing a strong capital base for our future. We are excited about the synergies this alliance will create and are confident that our combined strengths will deliver superior value to all the stakeholders of the Bank.”
Transaction Advisors
Financial Advisors: Ernst & Young LLP (EY) - Investment Banking, J.P. Morgan and NeoStrat Advisors advised Emirates NBD
Legal Advisors: Shardul Amarchand Mangaldas & Co acted as Legal advisor for ENBD and AZB & Partners were the Legal advisor for RBL Bank