Commercial Bank plans Rs. 20 b Tier II debenture issue

Tuesday, 3 February 2026 02:12 -     - {{hitsCtrl.values.hits}}

  • To launch ESOP with up to 3% equity dilution over 2026-28

Commercial Bank of Ceylon PLC said it plans to issue Basel III-compliant Tier II listed, rated, unsecured, subordinated, redeemable debentures to raise Rs. 20 billion in three tranches.

Under the proposed structure, the bank intends to issue up to 100 million debentures at a face value of Rs. 100 each, with maturities of five, seven, and 10 years. The debentures will include a non-viability conversion feature, in line with Basel III requirements.

Commercial Bank has also reserved the discretion to issue a second tranche of up to 50 million debentures, amounting to an additional Rs. 5 billion, in the event of an oversubscription of the initial issue. The bank may issue another 50 million debentures, raising a further Rs. 5 billion, subject to demand and Board discretion.

The total fundraising under the program could therefore reach up to Rs. 20 billion, depending on subscription levels and approvals.

The debenture issue is subject to regulatory and shareholder approvals.

The bank also said that it would establish an Employee Share Option Plan (ESOP) covering ordinary voting shares.

Under the proposed ESOP, the total number of share options to be granted over the period from 2026 to 2028 will be up to 46,195,156, based on the number of shares in issue as at 29 January 2026. The maximum percentage of ordinary voting shares that may be issued under the scheme has been capped at 3%.

As at 29 January 2026, Commercial Bank’s stated capital stood at nearly Rs. 91. 65 billion. The stated capital was represented by 1,539,838,556 voting shares and 96,341,685 non-voting shares.

The bank said the granting of options under the proposed ESOP is in compliance with Colombo Stock Exchange (CSE) Listing Rules and will be subject to the CSE granting in-principle approval for the issue and listing of shares arising from the scheme. Final implementation will also require shareholder approval by way of a special resolution at a General Meeting.

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