Public Rights Offering of New Shares

News

June 10th, 2016
Successful PLN 2.2 billion share issue by Alior Bank

Questions and answers

Why is Alior Bank conducting a public share offering?

The Management Board intends to raise PLN 2.2 billion in gross proceeds from the issue of series I shares (“Shares”) under a public offering (“Public Offering”). The proceeds will be used to finance the acquisition of Core Bank BPH (pursuant to an agreement executed on 31 March 2016) and to maintain adequate capital ratio levels at Alior Bank, taking into consideration the planned costs of integrating Alior Bank and Core Bank BPH, which will facilitate Alior Bank’s further dynamic growth following the acquisition of Core Bank BPH.

What does the offering concern and to whom is it addressed?

The offering covers 56 550 249 Shares. The issue price is PLN 38.90 per Share.

The Share issue is being carried out with pre-emptive rights for existing Alior Bank shareholders. The record date, i.e. date on which Alior Bank shareholders become entitled to pre-emptive rights to the Shares, is 23 May 2016. Investors holding existing Alior Bank shares at the end of that day will be entitled to one pre-emptive right for each existing Alior Bank share. One pre-emptive right will entitle to 0.77777777778 Shares.

The sole legally binding document containing information about Alior Bank and the Public Offering is Alior Bank’s prospectus, approved by the Polish Financial Supervision Authority on 18 May 2016.

International Offering Circular of Alior Bank S.A.

International Offering Circular, dated May 19, as supplemented on May 23

(PDF)

IOC Supplement, dated May 23, 2016

(PDF)

IOC Supplement dated May 30 2016

(PDF)

IOC Update report dated June 17 2016

(PDF)

Timetable of the Offering

Date
May 18, 2016	Publication of the Prospectus Publication of information on the Issue Price and the final number of Offer Shares
May 19, 2016	Last day on which the acquisition of Existing Shares in a session of the WSE makes it possible to acquire the Pre-emptive Right
May 23, 2016	Record Day
May 25-27, 2016	Trading of the Pre-emptive Rights on the WSE
May 25 - June 1, 2016	Subscriptions in exercise of the Preemptive Right and Additional Subscription
June 10, 2016	Allotment of the Offer Shares subscribed for in the exercise of the Pre-emptive Right and Additional Subscriptions
By June 12, 2016	Publication of information on the issue price of Shares not taken up in the exercise of the Pre-emptive Right and Additional Subscriptions, which will be disclosed only if it will be higher than the Issue Price
June 13 – 14, 2016	Subscription period for Offer Shares not subscribed for in the exercise of the Pre-emptive Right and Additional Subscriptions by entities that reply to the invitation of the Offering Agent acting on behalf of and in agreement with the Company and the Offer Managers
By June 15, 2016	Allotment of the Offer Shares to entities that make subscriptions in reply to the invitation of the Offering Agent acting on behalf of and in agreement with the Company and the Offer Managers and allotment of the Offer Shares to the Offer Managers, if they subscribe in performance of the obligation under the Underwriting Agreement
Around June 23, 2016	Listing of the Rights to Shares on the WSE

Share subscriptions

Investors may subscribe for the Shares under pre-emptive rights and additional subscriptions from 25 May to 1 June 2016.

Subscriptions under pre-emptive rights may be submitted by persons holding pre-emptive rights, i.e. shareholders who held Alior Bank shares at the end of 23 May 2016 and did not sell their pre-emptive rights prior to subscribing for the Shares as well as investors who purchased pre-emptive rights on the Warsaw Stock Exchange and did not sell their pre-emptive rights prior to subscribing for the Shares. These persons may subscribe for a maximum number of the Shares resulting from the number of the pre-emptive rights they hold (one pre-emptive right entitles to purchase 0.77777777778 Shares).

Additional subscriptions may be submitted by persons who were shareholders of Alior Bank at the end of 23 May 2016 regardless of whether they decided to sell their pre-emptive rights or exercise their pre-emptive rights by submitting a subscription. Additional subscriptions may not exceed the total number of the Shares in the Public Offering. Shares covered by subscriptions resulting from pre-emptive rights will be allocated first.

Investors may submit subscriptions at their brokerage or the bank maintaining the account in which their pre-emptive rights were recorded (in the case of exercising pre-emptive rights) or in which their existing Alior Bank shares were recorded (in the case of additional subscriptions) at the end of 23 May 2016.

Subscriptions can be made using appropriate forms, with examples presented below.

If allowed by the brokerages or banks accepting the subscriptions, they may be made online, by telephone, fax or other technical means.