Alior Bank announces PLN 2.2bn underwritten 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 Management of Alior Bank has called an EGM for 5 May 2016 in order to approve the issue of new ordinary shares with pre-emptive rights for existing shareholders. The total value of the rights issue could amount to up to PLN2.2bn. Alior Bank is planning to use the proceeds for the previously announced acquisition of Core Bank BPH and for strengthening of its capital base, enabling further dynamic growth of Alior Bank.
The main point on the agenda of the EGM of Alior Bank S.A. (the “Bank”, “Alior Bank”) called for 5 May 2016 will be the approval of the capital increase of the Bank. In accordance with the draft resolutions and their justification, the proceeds from the issue of the new shares are expected to amount to PLN2.2bn. In line with the previous announcements, the main objective of the issue is the financing of the acquisition of Core Bank BPH (excluding the entire mortgage portfolio and BPH TFI) in accordance with the agreement entered into on 31 March 2016 with GE Capital group.
Additionally, the proceeds from the issue will fund the one-off integration costs of Alior Bank and Core Bank BPH that will be incurred mainly in 2017 and to strengthen the own funds of Alior Bank allowing to maintain CET1 ratio and CAR above 10.75% and 13.75% respectively in the coming years while maintaining the dynamic growth of Alior Bank. The capital position of Alior Bank was also strengthened through the guarantee agreement concluded with PZU on 31 March 2016.
According to the draft resolutions, the planned issue will amount to up to 220,000,000 of new shares. The authorisation of issuing up to 220 million new shares has been set “mechanically”, reflecting the planned proceeds of the capital increase divided by the nominal value of Alior Bank shares (PLN10). The final and actual number of the new shares and their issue price will be determined by the Management Board at a later stage taking into consideration expected proceeds and market conditions, including inter alia the price of the Bank’s existing shares on the stock exchange.
As announced, the issue of the shares will be executed through a public offering of shares with pre-emptive rights for existing shareholders of the Bank. The pre-emptive right is a mechanism allowing the existing shareholders to at least maintain their share in the share capital and in the total number of votes in the general meeting of the Bank.
The proposed record date has been set to May 23, 2016. The record date may change, subject to the timetable of the approving of the issue prospectus by the PFSA. Each investor holding one ordinary share will receive one pre-emptive right. The parity, i.e. number of new shares to be eligible for as a holder of one pre-emptive right, will be established at a later stage and will depend on the ultimate number of new shares to be issued in the offering.
The pre-emptive right is a separate security which will be quoted and traded on the Warsaw Stock Exchange. This means that holders of pre-emptive rights will have the opportunity to fully or partially exercise their rights, subscribing for the new shares, or alternatively sell part or all of their rights on the Warsaw Stock Exchange. The precise timetable indicating the subscription period as well as pre-emptive rights trading period will be specified in the rights issue prospectus, prepared in relation to the contemplated transaction and the intention to introduce new shares to trading on the Warsaw Stock Exchange.
Alior Bank’s largest shareholder – PZU holding itself currently 25.19% of Alior Bank ordinary shares has committed to subscribe to the capital increase pro-rata to its existing shareholding level.
BZ WBK, Goldman Sachs International, and J.P. Morgan Securities plc signed a Standby Underwriting Agreement with Alior Bank on April 6, 2016. BZ WBK, Goldman Sachs International, and J.P. Morgan Securities plc will be acting as Joint Global Coordinators in Alior Bank Rights Issue.
– The standby underwriting agreement together with the declaration of support received from our main shareholder – PZU Group, will support a successful capital raise and as a consequence will enable the acquisition of Core Bank BPH. At the same time, it will provide for an optimal capitalisation of the combined bank, fostering its continued growth and further development. The rights offering is one of the key elements of this transaction, which in turn is an important step in the implementation of our strategy to actively participate in the consolidation of the Polish banking sector – said Wojciech Sobieraj, the CEO of Alior Bank.
In line with our previous announcement, the planned transaction of acquiring Core Bank BPH by Alior Bank will be divided into a few phases. After the completion of the rights issue (timing of which depends inter alia on the date of approval of the prospectus by the PFSA), Alior Bank will acquire a significant stake in Bank BPH from GE Capital group through a tender offer, offering the minority shareholders of Bank BPH a chance to sell their shares. As a further step, Core Bank BPH will be separated from Bank BPH through a demerger as an organised part of the enterprise and it will be combined with Alior Bank. The mortgage loan portfolio of Bank BPH and the assets and liabilities related to BPH TFI will remain with GE Group.
Goldman Sachs International acted as exclusive financial advisor to Alior Bank in connection with the acquisition of Core Bank BPH. Greenberg Traurig was a legal advisor.
The completion of the transaction is envisaged by the end of 2016, subject to certain conditions precedent including obtaining consent of the relevant antimonopoly authority and approvals and clearances from the PFSA.
***
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 informational 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” or “Alior Bank”). This material does not constitute marketing or advertising material within the meaning of Art. 53 of the Act on Public Offerings, the Conditions for Introducing Financial Instruments to an Organized Trading System, and Public Companies. The Company intends to file with the Polish Financial Supervision Authority (the “PFSA”) a motion for the approval of a prospectus (the “Prospectus”) which will be the sole legally binding document containing information about the Company and the public offering of its shares in Poland (the “Offering”). The Company will make the Prospectus available pursuant to applicable law.
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.
Bank Zachodni WBK S.A. which is authorised and regulated by The Polish Financial Supervision Authority in Poland and Goldman Sachs International and J.P. Morgan Securities plc each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom (collectively the "Underwriters"), are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Offering or any other matter, transaction or arrangement referred to herein.
None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this material (or whether any information has been omitted from the material) or any other information relating to the Company, Bank BHP, Core BHP or their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this material or its contents or otherwise arising in connection therewith.
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.
Additionally, the proceeds from the issue will fund the one-off integration costs of Alior Bank and Core Bank BPH that will be incurred mainly in 2017 and to strengthen the own funds of Alior Bank allowing to maintain CET1 ratio and CAR above 10.75% and 13.75% respectively in the coming years while maintaining the dynamic growth of Alior Bank. The capital position of Alior Bank was also strengthened through the guarantee agreement concluded with PZU on 31 March 2016.
According to the draft resolutions, the planned issue will amount to up to 220,000,000 of new shares. The authorisation of issuing up to 220 million new shares has been set “mechanically”, reflecting the planned proceeds of the capital increase divided by the nominal value of Alior Bank shares (PLN10). The final and actual number of the new shares and their issue price will be determined by the Management Board at a later stage taking into consideration expected proceeds and market conditions, including inter alia the price of the Bank’s existing shares on the stock exchange.
As announced, the issue of the shares will be executed through a public offering of shares with pre-emptive rights for existing shareholders of the Bank. The pre-emptive right is a mechanism allowing the existing shareholders to at least maintain their share in the share capital and in the total number of votes in the general meeting of the Bank.
The proposed record date has been set to May 23, 2016. The record date may change, subject to the timetable of the approving of the issue prospectus by the PFSA. Each investor holding one ordinary share will receive one pre-emptive right. The parity, i.e. number of new shares to be eligible for as a holder of one pre-emptive right, will be established at a later stage and will depend on the ultimate number of new shares to be issued in the offering.
The pre-emptive right is a separate security which will be quoted and traded on the Warsaw Stock Exchange. This means that holders of pre-emptive rights will have the opportunity to fully or partially exercise their rights, subscribing for the new shares, or alternatively sell part or all of their rights on the Warsaw Stock Exchange. The precise timetable indicating the subscription period as well as pre-emptive rights trading period will be specified in the rights issue prospectus, prepared in relation to the contemplated transaction and the intention to introduce new shares to trading on the Warsaw Stock Exchange.
Alior Bank’s largest shareholder – PZU holding itself currently 25.19% of Alior Bank ordinary shares has committed to subscribe to the capital increase pro-rata to its existing shareholding level.
BZ WBK, Goldman Sachs International, and J.P. Morgan Securities plc signed a Standby Underwriting Agreement with Alior Bank on April 6, 2016. BZ WBK, Goldman Sachs International, and J.P. Morgan Securities plc will be acting as Joint Global Coordinators in Alior Bank Rights Issue.
– The standby underwriting agreement together with the declaration of support received from our main shareholder – PZU Group, will support a successful capital raise and as a consequence will enable the acquisition of Core Bank BPH. At the same time, it will provide for an optimal capitalisation of the combined bank, fostering its continued growth and further development. The rights offering is one of the key elements of this transaction, which in turn is an important step in the implementation of our strategy to actively participate in the consolidation of the Polish banking sector – said Wojciech Sobieraj, the CEO of Alior Bank.
In line with our previous announcement, the planned transaction of acquiring Core Bank BPH by Alior Bank will be divided into a few phases. After the completion of the rights issue (timing of which depends inter alia on the date of approval of the prospectus by the PFSA), Alior Bank will acquire a significant stake in Bank BPH from GE Capital group through a tender offer, offering the minority shareholders of Bank BPH a chance to sell their shares. As a further step, Core Bank BPH will be separated from Bank BPH through a demerger as an organised part of the enterprise and it will be combined with Alior Bank. The mortgage loan portfolio of Bank BPH and the assets and liabilities related to BPH TFI will remain with GE Group.
Goldman Sachs International acted as exclusive financial advisor to Alior Bank in connection with the acquisition of Core Bank BPH. Greenberg Traurig was a legal advisor.
The completion of the transaction is envisaged by the end of 2016, subject to certain conditions precedent including obtaining consent of the relevant antimonopoly authority and approvals and clearances from the PFSA.
***
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 informational 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” or “Alior Bank”). This material does not constitute marketing or advertising material within the meaning of Art. 53 of the Act on Public Offerings, the Conditions for Introducing Financial Instruments to an Organized Trading System, and Public Companies. The Company intends to file with the Polish Financial Supervision Authority (the “PFSA”) a motion for the approval of a prospectus (the “Prospectus”) which will be the sole legally binding document containing information about the Company and the public offering of its shares in Poland (the “Offering”). The Company will make the Prospectus available pursuant to applicable law.
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.
Bank Zachodni WBK S.A. which is authorised and regulated by The Polish Financial Supervision Authority in Poland and Goldman Sachs International and J.P. Morgan Securities plc each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom (collectively the "Underwriters"), are acting exclusively for the Company and no-one else in connection with the Offering. They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Offering or any other matter, transaction or arrangement referred to herein.
None of the Underwriters or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this material (or whether any information has been omitted from the material) or any other information relating to the Company, Bank BHP, Core BHP or their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this material or its contents or otherwise arising in connection therewith.
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.