Alior Bank shareholders approve rights issue
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
The Extraordinary General Meeting of Alior Bank authorized today the issue of up to PLN 2.2 billion of new shares. The issue will be carried out by way of a public offering with pre-emptive rights for existing shareholders. The record date is 23 May 2016.
“Obtaining shareholder approval for the capital increase is a necessary step bringing us closer to the public offering of new shares. This in turn will allow us to acquire an attractive and complementary part of Bank BPH and provide us with capital for further dynamic development of Alior Bank,” said Wojciech Sobieraj, CEO of Alior Bank. “We view the General Meeting’s approval as a sign of shareholder support for our strategy of expanding Alior Bank’s operational scale and strengthening its position through, among other things, active participation in the consolidation of the banking sector in Poland. As a result of the acquisition of Core Bank BPH, Alior Bank will be placed at the 9th position in the banking sector in terms of assets,” the CEO emphasized.
Amending the Bank’s articles of association in order to authorize an increase in the bank’s share capital required the approval of at least a three-quarter majority of votes present at the EGM. In today’s vote, the issue was supported by shareholders representing together 99.4% of votes.
The record date is 23 May 2016. Investors holding shares of the Bank at the end of that day will be entitled to one pre-emptive right for each share they hold. The ratio of new shares available for each pre-emptive right will depend on the final number of shares to be issued in the offering. Details of the rights issue, including final number of shares to be issued and the issue price will be announced following the approval and publication of the prospectus.
A pre-emptive right is a separate security. Holders of pre-emptive rights will be able to exercise their pre-emptive rights by subscribing for new-issue shares, or sell their pre-emptive rights on the Warsaw Stock Exchange. It should be remembered that non-exercised pre-emptive rights will expire. Dates for the subscription period and the pre-emptive rights trading period will be specified in the prospectus.
Alior Bank’s largest shareholder – PZU, currently holding 25.19% of Alior Bank’s ordinary shares – has committed to subscribe to the capital increase on a pro-rata basis to its existing shareholding level. Moreover, Alior Bank signed a Standby Underwriting Agreement with consortium of banks on 6 April 2016 to underwrite the remainder of the capital increase.
Disclaimer:
Not for release, publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
This material is for promotional purposes only and under no circumstances shall constitute an offer or invitation to make an offer, or form the basis for a decision, to invest in the securities of Alior Bank S.A. (the “Company”). The prospectus (the “Prospectus”) prepared in connection with the offering and admission of the Company’s shares to trading on the Warsaw Stock Exchange will be the sole legally binding document containing information about the Company and the offering of its shares in Poland (the “Offering”). The Company will be authorized to carry out the Offering to the public in Poland once the Prospectus has been approved by the Polish Financial Supervision Authority. For the purposes of the Offering in Poland and admission of the Company’s shares to trading on the Warsaw Stock Exchange, the Company will make the Prospectus available on the Company’s website www.aliorbank.pl.
The Company’s securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States and the Company does not intend to make any such registration under the Securities Act.
This material does not constitute a recommendation within the meaning of the Regulation of the Polish Minister of Finance Regarding Information Constituting Recommendations Concerning Financial Instruments or Issuers Thereof of 19 October 2005.
In the United Kingdom, this material is being distributed only to and is directed only at “qualified investors” within the meaning of section 86 of the Financial Services and Markets Act 2000 who are (a) persons who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (b) high net worth entities falling within Article 49(2)(a) to (d) of the Order and (c) other persons to whom it may be lawfully communicated (all such persons together being referred to as “relevant persons”). The securities will be available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be only with, relevant persons. Any person who is not a relevant person should not act or rely on this material or any of its contents.
Statements contained herein may constitute “forward-looking statements”. Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “aim”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
Neither the Company nor any of its subsidiaries, professional advisors or any other related entities shall be held accountable for any damages resulting from the use of this material or part thereof, or its contents or in any other manner in connection with this material.
Amending the Bank’s articles of association in order to authorize an increase in the bank’s share capital required the approval of at least a three-quarter majority of votes present at the EGM. In today’s vote, the issue was supported by shareholders representing together 99.4% of votes.
The record date is 23 May 2016. Investors holding shares of the Bank at the end of that day will be entitled to one pre-emptive right for each share they hold. The ratio of new shares available for each pre-emptive right will depend on the final number of shares to be issued in the offering. Details of the rights issue, including final number of shares to be issued and the issue price will be announced following the approval and publication of the prospectus.
A pre-emptive right is a separate security. Holders of pre-emptive rights will be able to exercise their pre-emptive rights by subscribing for new-issue shares, or sell their pre-emptive rights on the Warsaw Stock Exchange. It should be remembered that non-exercised pre-emptive rights will expire. Dates for the subscription period and the pre-emptive rights trading period will be specified in the prospectus.
Alior Bank’s largest shareholder – PZU, currently holding 25.19% of Alior Bank’s ordinary shares – has committed to subscribe to the capital increase on a pro-rata basis to its existing shareholding level. Moreover, Alior Bank signed a Standby Underwriting Agreement with consortium of banks on 6 April 2016 to underwrite the remainder of the capital increase.
Disclaimer:
Not for release, publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
This material is for promotional purposes only and under no circumstances shall constitute an offer or invitation to make an offer, or form the basis for a decision, to invest in the securities of Alior Bank S.A. (the “Company”). The prospectus (the “Prospectus”) prepared in connection with the offering and admission of the Company’s shares to trading on the Warsaw Stock Exchange will be the sole legally binding document containing information about the Company and the offering of its shares in Poland (the “Offering”). The Company will be authorized to carry out the Offering to the public in Poland once the Prospectus has been approved by the Polish Financial Supervision Authority. For the purposes of the Offering in Poland and admission of the Company’s shares to trading on the Warsaw Stock Exchange, the Company will make the Prospectus available on the Company’s website www.aliorbank.pl.
The Company’s securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States and the Company does not intend to make any such registration under the Securities Act.
This material does not constitute a recommendation within the meaning of the Regulation of the Polish Minister of Finance Regarding Information Constituting Recommendations Concerning Financial Instruments or Issuers Thereof of 19 October 2005.
In the United Kingdom, this material is being distributed only to and is directed only at “qualified investors” within the meaning of section 86 of the Financial Services and Markets Act 2000 who are (a) persons who have professional experience in matters relating to investments falling within the definition of “investment professionals” in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), (b) high net worth entities falling within Article 49(2)(a) to (d) of the Order and (c) other persons to whom it may be lawfully communicated (all such persons together being referred to as “relevant persons”). The securities will be available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be only with, relevant persons. Any person who is not a relevant person should not act or rely on this material or any of its contents.
Statements contained herein may constitute “forward-looking statements”. Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “aim”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology.
Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors that could cause the Company’s or its industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company does not undertake publicly to update or revise any forward-looking statement that may be made herein, whether as a result of new information, future events or otherwise.
Neither the Company nor any of its subsidiaries, professional advisors or any other related entities shall be held accountable for any damages resulting from the use of this material or part thereof, or its contents or in any other manner in connection with this material.