Subscriptions for Alior Bank shares start on Wednesday, 25 May 2016
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.
Subscriptions for new Alior Bank shares under pre-emptive rights and additional subscriptions will be open from 25 May 2016 to 1 June 2016. Pre-emptive rights can be bought or sold on the WSE from 25 to 27 May 2016. Investors should note that any pre-emptive rights that have not been exercised by the end of the subscription period for new shares will expire without compensation.
Alior Bank’s share issue consists of an issue of 56,550,249 new shares at an issue price of PLN 38.90 per share. Pre-emptive rights were allocated to investors who were shareholders of Alior Bank at the end of 23 May 2016 (record date). Given that stock market transactions are settled using T+2 system (transaction date plus two business days), 19 May 2016 was the last day for purchasing existing shares of Alior Bank on the Warsaw Stock Exchange (WSE) entitled to pre-emptive rights.
The number of new shares per pre-emptive right will be 0.77777777778, which can be expressed as a ratio of 9 pre-emptive rights for 7 new shares, however it will not be possible to subscribe for a fraction of a new share.
Subscriptions for new Alior Bank shares under pre-emptive rights will be accepted from 25 May 2016 to 1 June 2016. Additional subscriptions will be accepted during this time period as well. Additional subscriptions can be submitted by investors who were shareholders of Alior Bank at the end of 23 May 2016 (also if they decide to sell their pre-emptive rights and/or existing shares). New shares that will not be subscribed for under pre-emptive rights will be allocated in the first place to investors participating in additional subscriptions.
From 25 to 27 May 2016, Alior Bank’s pre-emptive rights will be listed on the WSE as a separate security. The price of pre-emptive rights will be determined independently of Alior Bank’s share price and will depend on supply and demand.
Importantly, a pre-emptive right is a security existing for a specified time only. Investors should note that unexercised pre-emptive rights expire at the end of subscription period for new shares, i.e. after 1 June 2016. There will be no compensation for expired pre-emptive rights.
Investors can submit subscriptions for new shares under pre-emptive rights and additional subscriptions to their brokerage house or the bank that maintains their investment account in which Alior Bank’s pre-emptive rights or shares are recorded.
Alior Bank intends to raise PLN 2.2 billion from the new share issue. The proceeds will be used to finance the planned acquisition of Core Bank BPH and to enhance the capital position of the combined bank.
The International Offering Circular dated 19 May 2016, prepared in connection with international private placements of the new shares was supplemented on 23 May 2016, and is available on the Company's website for access by institutional investors in qualifying jurisdictions.
***
Alior Bank is one of the most dynamically developing banks in Poland. With PLN 42 billion assets at the end of 2015, it was the 11th largest bank in Poland. More than 6,500 employees and the fourth largest banking distribution network of 830 outlets ensure efficient service of nearly 3.1 million clients, including over 130,000 businesses. Moreover, selected Alior Bank products and services are offered at 583 T-Mobile outlets as a part of a strategic partnership, as well as at 70 Tesco stores. Alior Bank has been part of the WIG20 index for the largest and most liquid companies listed on the Warsaw Stock Exchange since 2014.
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 is the sole legally binding document containing information about the Company and the offering of its shares in Poland (the “Offering”). The Prospectus was approved by the Polish Financial Supervision Authority on 18 May 2016. For the purposes of the Offering in Poland and admission of the Company’s shares to trading on the Warsaw Stock Exchange, the Company made 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.
Bank Zachodni WBK S.A. and Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie hold licenses and are regulated by the Polish Financial Supervision Authority in Poland and Goldman Sachs International and J.P. Morgan Securities plc each of which is authorized 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 BPH, Core BPH 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.
Alior Bank’s share issue consists of an issue of 56,550,249 new shares at an issue price of PLN 38.90 per share. Pre-emptive rights were allocated to investors who were shareholders of Alior Bank at the end of 23 May 2016 (record date). Given that stock market transactions are settled using T+2 system (transaction date plus two business days), 19 May 2016 was the last day for purchasing existing shares of Alior Bank on the Warsaw Stock Exchange (WSE) entitled to pre-emptive rights.
The number of new shares per pre-emptive right will be 0.77777777778, which can be expressed as a ratio of 9 pre-emptive rights for 7 new shares, however it will not be possible to subscribe for a fraction of a new share.
Subscriptions for new Alior Bank shares under pre-emptive rights will be accepted from 25 May 2016 to 1 June 2016. Additional subscriptions will be accepted during this time period as well. Additional subscriptions can be submitted by investors who were shareholders of Alior Bank at the end of 23 May 2016 (also if they decide to sell their pre-emptive rights and/or existing shares). New shares that will not be subscribed for under pre-emptive rights will be allocated in the first place to investors participating in additional subscriptions.
From 25 to 27 May 2016, Alior Bank’s pre-emptive rights will be listed on the WSE as a separate security. The price of pre-emptive rights will be determined independently of Alior Bank’s share price and will depend on supply and demand.
Importantly, a pre-emptive right is a security existing for a specified time only. Investors should note that unexercised pre-emptive rights expire at the end of subscription period for new shares, i.e. after 1 June 2016. There will be no compensation for expired pre-emptive rights.
Investors can submit subscriptions for new shares under pre-emptive rights and additional subscriptions to their brokerage house or the bank that maintains their investment account in which Alior Bank’s pre-emptive rights or shares are recorded.
Alior Bank intends to raise PLN 2.2 billion from the new share issue. The proceeds will be used to finance the planned acquisition of Core Bank BPH and to enhance the capital position of the combined bank.
The International Offering Circular dated 19 May 2016, prepared in connection with international private placements of the new shares was supplemented on 23 May 2016, and is available on the Company's website for access by institutional investors in qualifying jurisdictions.
***
Alior Bank is one of the most dynamically developing banks in Poland. With PLN 42 billion assets at the end of 2015, it was the 11th largest bank in Poland. More than 6,500 employees and the fourth largest banking distribution network of 830 outlets ensure efficient service of nearly 3.1 million clients, including over 130,000 businesses. Moreover, selected Alior Bank products and services are offered at 583 T-Mobile outlets as a part of a strategic partnership, as well as at 70 Tesco stores. Alior Bank has been part of the WIG20 index for the largest and most liquid companies listed on the Warsaw Stock Exchange since 2014.
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 is the sole legally binding document containing information about the Company and the offering of its shares in Poland (the “Offering”). The Prospectus was approved by the Polish Financial Supervision Authority on 18 May 2016. For the purposes of the Offering in Poland and admission of the Company’s shares to trading on the Warsaw Stock Exchange, the Company made 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.
Bank Zachodni WBK S.A. and Powszechna Kasa Oszczędności Bank Polski S.A. Oddział – Dom Maklerski PKO Banku Polskiego w Warszawie hold licenses and are regulated by the Polish Financial Supervision Authority in Poland and Goldman Sachs International and J.P. Morgan Securities plc each of which is authorized 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 BPH, Core BPH 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.