Subscriptions for the sale of Bank BPH shares in a tender offer
Subscriptions for the sale of 66% of shares in Bank BPH in a tender offer announced by Alior Bank commence on Monday, 1 August 2016. Subscriptions will be accepted until 16 August 2016, while planned acquisition settlement date is scheduled for 24 August 2016.
The tender offer is addressed to shareholders of Bank BPH who may subscribe for the sale of shares in 45 locations of the Brokerage House of Alior Bank or by way of correspondence. The price in the tender offer for each share in Bank BPH amounts to PLN 31.19. The tender offer announced by Alior Bank refers to 50.600.821 shares, which represent 66% of the total number of shares in Bank BPH.
The minimum threshold for the tender offer to become effective has been set at 39.275.408 shares, i.e. approximately 51.23% of the total number of shares in Bank BPH. This threshold represents the number of shares that Alior Bank would acquire in the tender offer from the GE Capital Group companies, which currently hold an 87.23% stake in Bank BPH, if the aggregate price to be paid to GE Capital Group was PLN 1.225 million (however pursuant to the agreement concluded between Alior Bank and the GE Capital Group, the aggregate price may still be subject to further adjustments).
The tender offer for the sale of 66% 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, excluding the mortgage loan portfolio and BPH TFI. The transaction will be financed from equity raised by Alior Bank in Q2 2016 under the largest rights issue on the WSE since 2009 worth in total PLN 2.2 billion, 1.6 billion of which will be allocated for acquisition of Core Bank BPH. On 19 July 2016, the Polish Financial Supervision Authority unanimously granted permission to Alior Bank to acquire Core Bank BPH. Earlier, i.e. on 23 June 2016, the President of the Office of Competition and Consumer Protection issued his unconditional consent to the transaction.
If after the completion of the tender offer Alior Bank and the GE Capital Group hold jointly at least 90% of shares in Bank BPH, Alior Bank expects to proceed with a squeeze-out procedure of the minority shareholders of Bank BPH. The squeeze-out price will be determined in accordance with the relevant regulations.
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 Q4 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.
Alior Banks' Brogerage House's branches in which customers may subscribe for the sale of shares.
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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, along with further amendments dated 18 July 2016 and a report on the satisfaction of the condition dated 19 July 2016.
The minimum threshold for the tender offer to become effective has been set at 39.275.408 shares, i.e. approximately 51.23% of the total number of shares in Bank BPH. This threshold represents the number of shares that Alior Bank would acquire in the tender offer from the GE Capital Group companies, which currently hold an 87.23% stake in Bank BPH, if the aggregate price to be paid to GE Capital Group was PLN 1.225 million (however pursuant to the agreement concluded between Alior Bank and the GE Capital Group, the aggregate price may still be subject to further adjustments).
The tender offer for the sale of 66% 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, excluding the mortgage loan portfolio and BPH TFI. The transaction will be financed from equity raised by Alior Bank in Q2 2016 under the largest rights issue on the WSE since 2009 worth in total PLN 2.2 billion, 1.6 billion of which will be allocated for acquisition of Core Bank BPH. On 19 July 2016, the Polish Financial Supervision Authority unanimously granted permission to Alior Bank to acquire Core Bank BPH. Earlier, i.e. on 23 June 2016, the President of the Office of Competition and Consumer Protection issued his unconditional consent to the transaction.
If after the completion of the tender offer Alior Bank and the GE Capital Group hold jointly at least 90% of shares in Bank BPH, Alior Bank expects to proceed with a squeeze-out procedure of the minority shareholders of Bank BPH. The squeeze-out price will be determined in accordance with the relevant regulations.
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 Q4 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.
Alior Banks' Brogerage House's branches in which customers may subscribe for the sale of shares.
***
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, along with further amendments dated 18 July 2016 and a report on the satisfaction of the condition dated 19 July 2016.