Alior Bank announces tender offer for shares in Bank BPH
Alior Bank has announced a tender offer for the sale of 66% of the shares in Bank BPH at the price of PLN 31.18* per share. Subscriptions will be accepted from 1 August 2016 until 16 August 2016 at selected locations of the Brokerage House of Alior Bank. The announced tender offer is one of the elements of a transaction involving the acquisition of the core business of Bank BPH, owing to which Alior Bank will become the ninth largest bank in Poland.
Alior has announced a tender offer for the sale of 50,600,821 shares in Bank BPH, which represent 66% of the total number of shares in Bank BPH and entitle the holder thereof to a 66% share in the total number of votes at the general meeting of the shareholders of Bank BPH. The minimum threshold for the tender offer to become effective has been set at 39,288,005 shares, i.e. 51.24% of the total number of shares and votes.
The price to be paid by Alior Bank in the tender offer for each share in Bank BPH amounts to PLN 31.18*, which corresponds to the average price per share in Bank BPH quoted on the Warsaw Stock Exchange over the period of the last six months.
The Brokerage House of Alior Bank is acting as the agent in the tender offer. The shareholders of Bank BPH may subscribe for the sale of shares from 1 August 2016 until 16 August 2016 in 45 locations of the Brokerage House of Alior Bank or by way of correspondence.
The tender offer for the sale of shares in Bank BPH is an element of a transaction leading to the acquisition by Alior Bank of the core business of Bank BPH (with the exclusion of the mortgage loan portfolio and BPH TFI) (the “Bank BPH Core Business”) in accordance with the share purchase and demerger agreement executed on 31 March 2016 by and among Alior Bank and GE Group companies.
The GE Group, which currently holds an 87.23% stake in Bank BPH, committed to sell in the tender offer a certain number of shares for the aggregate price of PLN 1,225 million – provided that certain conditions precedent have been satisfied; however, pursuant to the agreement executed by and between Alior Bank and the GE Group, the aggregate price may be subject to further adjustments. The final number of shares to be acquired by Alior Bank from the GE group will be determined by dividing the aggregate price (after further adjustments, if any) by the price per share, i.e. PLN 31.18*. For example, if the final aggregate price were to amount to exactly PLN 1,225 million, Alior Bank would acquire from the GE Group 39,288,005 shares in Bank BPH, representing 51.24% of the total number of shares and votes at the general meeting of the shareholders of Bank BPH.
It should be noted here that irrespective of the adjustments referred to above, the price per share in the tender offer for the GE Group will not be higher than the price per share for the other shareholders of Bank BPH.
The tender offer has been announced on the condition that Alior Bank obtains the relevant approval from the Polish Financial Supervision Authority. It is expected that this condition will be satisfied before the subscription end date.
Earlier, i.e. on 23 June 2016, the President of the Office of Competition and Consumer Protection issued his unconditional consent to Alior Bank acquiring the Bank BPH Core Business.
The sale of the shares in Bank BPH by the GE Group companies is conditional upon the satisfaction of the following other conditions precedent: (i) Bank BPH, Alior Bank and GE Investment Poland Sp. z o.o. obtaining the relevant approvals or decisions from the Polish Financial Supervision Authority; (ii) the general meeting of the shareholders of Alior Bank adopting resolutions regarding the approval of the demerger of Bank BPH; and (iii) certain advance tax rulings being issued in connection with the demerger of Bank BPH.
If after the completion of the tender offer Alior Bank and the GE Group jointly hold at least 90% of the shares in Bank BPH, Alior Bank assumes that a squeeze-out procedure in respect of the minority shareholders of Bank BPH will be performed. The next step will involve the demerger of Bank BPH as a part of which the Bank BPH Core Business will be incorporated into Alior Bank, whereas the mortgage business will continue to form Bank BPH. Following the demerger, the GE Group will be the sole owner of Bank BPH.
The acquisition of the Bank BPH Core Business is in line with the development strategy pursued by Alior Bank, which assumes growth through organic development and acquisitions, coupled with the achievement of a high ROE level. The transaction is planned to be completed in the fourth quarter of 2016. As a result of the acquisition of the demerged business of Bank BPH, Alior Bank will become the ninth largest bank in Poland in terms of its volume of assets. Owing to the transaction, Alior Bank will come closer to the attainment of its strategic goal of joining the group of the five or six largest banks in Poland over the coming several years.
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* The price was changer to 31.19 PLN per share. More in the Current report number 62/2016.
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Alior Bank is one of the most dynamically developing banks in Poland. With PLN 42 billion in assets at the end of 2015, it was the 11th largest bank in Poland by assets. More than 6,500 employees and the fourth largest banking distribution network in Poland, covering over 830 locations, ensure efficient service to nearly 3.1 million clients, including over 132 thousand businesses. Moreover, selected Alior Bank products and services are offered at 583 T-Mobile locations under 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.
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Disclaimer:
This material has been prepared by Alior Bank S.A. (“Alior Bank”) for information purposes only. Neither this material nor any part hereof constitutes an offer or invitation to subscribe for the sale or purchase, or to otherwise acquire or dispose, of any securities, specifically shares in Alior Bank or Bank BPH S.A. (“BPH”). This material does not constitute any recommendation as to any securities of Alior Bank or BPH or companies from the respective groups of Alior Bank and BPH.
The only legally binding document regarding the tender offer for the sale of shares in Bank BPH is the tender offer document drafted in Polish which was announced on 11 July 2016 by the news agency and additionally published as an appendix to a current report of Alior Bank.
The price to be paid by Alior Bank in the tender offer for each share in Bank BPH amounts to PLN 31.18*, which corresponds to the average price per share in Bank BPH quoted on the Warsaw Stock Exchange over the period of the last six months.
The Brokerage House of Alior Bank is acting as the agent in the tender offer. The shareholders of Bank BPH may subscribe for the sale of shares from 1 August 2016 until 16 August 2016 in 45 locations of the Brokerage House of Alior Bank or by way of correspondence.
| Key dates in the tender offer for the sale of the shares in Bank BPH | |
| Tender offer announcement date: | 11 July 2016 |
| Subscription commencement date: | 1 August 2016 |
| Subscription end date: | 16 August 2016 |
| Planned share acquisition date: | 19 August 2016 |
| Planned acquisition settlement date: | 24 August 2016 |
The tender offer for the sale of shares in Bank BPH is an element of a transaction leading to the acquisition by Alior Bank of the core business of Bank BPH (with the exclusion of the mortgage loan portfolio and BPH TFI) (the “Bank BPH Core Business”) in accordance with the share purchase and demerger agreement executed on 31 March 2016 by and among Alior Bank and GE Group companies.
The GE Group, which currently holds an 87.23% stake in Bank BPH, committed to sell in the tender offer a certain number of shares for the aggregate price of PLN 1,225 million – provided that certain conditions precedent have been satisfied; however, pursuant to the agreement executed by and between Alior Bank and the GE Group, the aggregate price may be subject to further adjustments. The final number of shares to be acquired by Alior Bank from the GE group will be determined by dividing the aggregate price (after further adjustments, if any) by the price per share, i.e. PLN 31.18*. For example, if the final aggregate price were to amount to exactly PLN 1,225 million, Alior Bank would acquire from the GE Group 39,288,005 shares in Bank BPH, representing 51.24% of the total number of shares and votes at the general meeting of the shareholders of Bank BPH.
It should be noted here that irrespective of the adjustments referred to above, the price per share in the tender offer for the GE Group will not be higher than the price per share for the other shareholders of Bank BPH.
The tender offer has been announced on the condition that Alior Bank obtains the relevant approval from the Polish Financial Supervision Authority. It is expected that this condition will be satisfied before the subscription end date.
Earlier, i.e. on 23 June 2016, the President of the Office of Competition and Consumer Protection issued his unconditional consent to Alior Bank acquiring the Bank BPH Core Business.
The sale of the shares in Bank BPH by the GE Group companies is conditional upon the satisfaction of the following other conditions precedent: (i) Bank BPH, Alior Bank and GE Investment Poland Sp. z o.o. obtaining the relevant approvals or decisions from the Polish Financial Supervision Authority; (ii) the general meeting of the shareholders of Alior Bank adopting resolutions regarding the approval of the demerger of Bank BPH; and (iii) certain advance tax rulings being issued in connection with the demerger of Bank BPH.
If after the completion of the tender offer Alior Bank and the GE Group jointly hold at least 90% of the shares in Bank BPH, Alior Bank assumes that a squeeze-out procedure in respect of the minority shareholders of Bank BPH will be performed. The next step will involve the demerger of Bank BPH as a part of which the Bank BPH Core Business will be incorporated into Alior Bank, whereas the mortgage business will continue to form Bank BPH. Following the demerger, the GE Group will be the sole owner of Bank BPH.
The acquisition of the Bank BPH Core Business is in line with the development strategy pursued by Alior Bank, which assumes growth through organic development and acquisitions, coupled with the achievement of a high ROE level. The transaction is planned to be completed in the fourth quarter of 2016. As a result of the acquisition of the demerged business of Bank BPH, Alior Bank will become the ninth largest bank in Poland in terms of its volume of assets. Owing to the transaction, Alior Bank will come closer to the attainment of its strategic goal of joining the group of the five or six largest banks in Poland over the coming several years.
***
* The price was changer to 31.19 PLN per share. More in the Current report number 62/2016.
***
Alior Bank is one of the most dynamically developing banks in Poland. With PLN 42 billion in assets at the end of 2015, it was the 11th largest bank in Poland by assets. More than 6,500 employees and the fourth largest banking distribution network in Poland, covering over 830 locations, ensure efficient service to nearly 3.1 million clients, including over 132 thousand businesses. Moreover, selected Alior Bank products and services are offered at 583 T-Mobile locations under 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:
This material has been prepared by Alior Bank S.A. (“Alior Bank”) for information purposes only. Neither this material nor any part hereof constitutes an offer or invitation to subscribe for the sale or purchase, or to otherwise acquire or dispose, of any securities, specifically shares in Alior Bank or Bank BPH S.A. (“BPH”). This material does not constitute any recommendation as to any securities of Alior Bank or BPH or companies from the respective groups of Alior Bank and BPH.
The only legally binding document regarding the tender offer for the sale of shares in Bank BPH is the tender offer document drafted in Polish which was announced on 11 July 2016 by the news agency and additionally published as an appendix to a current report of Alior Bank.