Emirates NBD Bank Launches Open Offer for 26% Stake in RBL Bank at INR 280 Per Share

Emirates NBD Bank has announced a significant move in the Indian banking sector with an open offer to acquire up to 26% of RBL Bank 's expanded voting share capital. This development marks a potential shift in the ownership structure of one of India's prominent private sector banks.

Key Details of the Open Offer

Aspect	Details
Acquirer	Emirates NBD Bank (P.J.S.C.)
Target Company	RBL Bank Limited
Maximum Shares Sought	415,586,443 equity shares
Offer Price	INR 280.00 per equity share
Face Value of Shares	INR 10.00 each
Total Consideration	INR 116,364,204,040.00 (assuming full acceptance)
Payment Method	Cash

Timeline and Announcements

Public Announcement Date: October 18, 2025
Detailed Public Statement Date: October 27, 2025
Corrigendum Issued: November 4, 2025

Regulatory Approvals and Considerations

The open offer is subject to several regulatory approvals, including:

RBI Approvals for both the Acquirer and the Target Company
Competition Commission of India (CCI) Approval
Dual Presence Approval
Central Bank of UAE (CBUAE) Approval
Department for Promotion of Industry and Internal Trade (DPIIT) Approval
Foreign Shareholding Restriction Approval for the Target Company

Additionally, due to substantial U.S. shareholding in RBL Bank, Emirates NBD may need to seek exemptions from the U.S. Securities and Exchange Commission (SEC) to allow the offer to be made to U.S. shareholders without breaching U.S. securities laws.

Potential Outcomes

If fully subscribed, Emirates NBD could acquire up to 74% of RBL Bank's expanded voting share capital.
In case of no subscription to the open offer, Emirates NBD would still acquire 60% of the expanded voting share capital through the underlying transaction.

Implications for RBL Bank

This open offer represents a significant potential change in RBL Bank's ownership structure. If successful, it would bring a major international banking player into the Indian market, potentially influencing RBL Bank's strategic direction and operational capabilities.

Market Impact

The announcement has likely sparked interest in the banking sector, particularly among investors watching for consolidation or foreign investment in Indian banks. The premium offered (INR 280.00 per share) may also influence RBL Bank's stock price and trading volumes in the short term.

As this situation develops, shareholders of RBL Bank and market observers will be keenly watching for further announcements and the outcome of the various regulatory approvals required for this transaction to proceed.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-1.49%	-0.38%	+17.51%	+58.46%	+88.33%	+75.20%

CARE Ratings has placed RBL Bank 's Tier II bonds rating of CARE AA- on Rating Watch with Positive Implications, following a significant investment proposal from Emirates NBD PJSC (ENBD). This rating action comes in response to ENBD's proposal to invest approximately ₹26,853 crore ($3 billion) through a preferential issue to acquire a 60% controlling stake in RBL Bank.

Key Highlights of the Proposed Transaction

Investment Size: ₹26,853 crore ($3 billion) through preferential issue
Stake Acquisition: 60% controlling stake in RBL Bank
Additional Open Offer: Mandatory open offer for up to 26% additional stake
Branch Amalgamation: ENBD's Indian branches to be merged with RBL Bank
Total Expected Capital Infusion: ₹29,253 crore (including branch amalgamation)

Impact on RBL Bank's Financial Position

The proposed transaction is expected to significantly bolster RBL Bank's financial position:

Metric	Current (as of Sept 30, 2025)	Post-Transaction (Expected)
Net Worth	₹15,356.00 crore	Over ₹44,000.00 crore
Capital Adequacy Ratio (CAR)	15.02%	Expected to improve significantly
CET I Ratio	13.51%	Expected to strengthen

Current Financial Snapshot (as of September 30, 2025)

Metric	Value
Total Advances	₹1,00,529.00 crore
Total Deposits	₹1,16,667.00 crore
CASA Ratio	31.86%
Gross NPA Ratio	2.32%
Net NPA Ratio	0.57%

Rating Rationale

CARE Ratings has highlighted several factors influencing its decision to place RBL Bank's ratings on watch with positive implications:

Capital Infusion: The substantial capital infusion is expected to significantly improve the bank's capitalization profile.
Operational Scale: The investment could enable RBL Bank to scale up its operations across various business segments.
Asset Quality: While there has been a gradual improvement in asset quality, the unsecured lending segment remains a concern.
Profitability: The bank's profitability remains moderate, impacted by a high cost-to-income ratio and elevated credit costs.
Deposit Profile: RBL Bank continues to have a relatively high dependence on bulk deposits, although efforts are being made to increase retail deposits.

Outlook and Monitoring

CARE Ratings will continue to monitor the progress of the proposed transaction and its impact on RBL Bank's business and financial profile. The rating agency will also assess ENBD's business plan for RBL Bank before resolving the rating watch.

Regulatory Approvals

The proposed transaction is subject to regulatory and shareholder approvals, which will be crucial for its completion.

As RBL Bank navigates this potentially transformative phase, the banking sector will be watching closely to see how this significant foreign investment shapes the competitive landscape of Indian private sector banking.