On 12 June 2013 PKO Bank Polski SA concluded an agreement (‘the Agreement’) with Nordea Bank AB (publ), a company registered in Sweden, which determined the terms and conditions of the acquisition from Nordea Bank AB (publ) and other Nordea Group entities:
1.Nordea Bank Polska SA
The subject of the transaction is the acquisition of 55 061 403 shares of the Company, with a nominal value of PLN 5 each, constituting 99.21% of the share capital of the Company, through a public tender offer for a sale of shares. The price of shares determined in the Agreement is PLN 2 642 million and will be adjusted with respect to the results of Nordea Bank Polska SA.
2.Nordea Polska Towarzystwo Ubezpieczeń na Życie SA
The subject of the transaction is the acquisition of 1 725 329 shares of the Company, with a nominal value of PLN 111.59 each, constituting 100%
of the share capital of the Company. The price of shares determined in the Agreement is PLN 180 million and will be adjusted with respect to the results of Nordea Polska Towarzystwo Ubezpieczeń na Życie SA.
3.Nordea Finance Polska SA
The subject of the transaction is the acquisition of 4 100 000 shares of the Company, with a nominal value of PLN 1 each, constituting 100% of the share capital of the Company. The price of shares determined in the Agreement is PLN 8 million and will not be adjusted.
The Agreement also concerns the acquisition of the portfolio of dues to corporate clients of Nordea Bank AB (publ) with a nominal value of PLN 3 604 million as at 31 December 2012.
One of the elements of the above transaction is continued financing of mortgage loan portfolios granted by Nordea Bank Polska SA by the Nordea Group. The financing will be ensured by Nordea Bank AB (publ) granting PKO Bank Polski SA a credit facility up to: CHF 3 869.4 million, EUR 501 million and USD 4.5 million for a period not exceeding 7 years, with a three-year grace period. The Credit Facility agreement is to be concluded by Nordea Bank AB (publ) and PKO Bank Polski SA as at the date of closing the Transaction. The Credit Facility is to be secured by a transfer to secure the dues in respect of the Mortgage Portfolio on behalf of Nordea Bank AB (publ) by Nordea Bank Polska SA. The average effective margin in the maximum financing period under the Credit Facility is 63 b.p. above the relevant reference rate. The Credit Facility does not provide for commission on granting the financing.
PKO Bank Polski SA will re-lend the funds acquired under the Credit Facility to Nordea Bank Polska SA in the form of a push-down credit facility up to the amount of: CHF 3 869.4 million, EUR 501 million and USD 4.5 million for a period not exceeding 7 years, with a three-year grace period. The push-down credit facility will not be secured. Financial terms and conditions of the above mentioned credit facility (lending margin, commission) are determined at market conditions.
Moreover, under the Transaction the Nordea Group committed to participate in the risk of impairment of the Mortgage Portfolio on the terms and conditions specified in the agreement relating to dividing the credit risk which will be signed by Nordea Bank AB (publ) and PKO Bank Polski SA as at the transaction closing date. In accordance with the Risk-Sharing Agreement, Nordea Bank AB (publ) will incur 50% of excess costs of risk of the Mortgage Loan Portfolio over the annual level of risk costs determined at 40 b.p. per each year of the four years of the term of the Risk-Sharing Agreement for a period of four years after the closing of the Transaction.
Nordea Bank AB (publ) also commits to maintaining the subordinated loans granted to Nordea Bank Polska SA of CHF 68 million and CHF 224 million, which mature in 2019 and 2022 respectively. In accordance with the Agreement both the Subordinated Loans are to be repaid 5 years before the maturity specified in respective Subordinated Loans agreements, on condition that appropriate regulatory consents required for each repayment are obtained.
Moreover, under the Transaction, Nordea Bank AB (publ) committed to cause that Nordea Bank Polska SA will offer to PKO Bank Polski SA, as at the date of closing the Transaction, subscription warrants authorising PKO Bank Polski SA to take up the new issue shares of Nordea Bank Polska SA at the issue price reflecting the price offered in the tender offer for Nordea Bank Polska SA shares. The objective of taking up the New Shares by PKO Bank Polski SA is to ensure the Bank’s appropriate capital adequacy level in connection with the Transaction.
Closing of the Transaction is dependent on the closing terms and condition specified in the Agreement (suspensive conditions), which include
specifically:
- obtaining the consent of the President of the Office of Competition and Consumer Protection by PKO Bank Polski SA to take control over Nordea Bank Polska SA, Nordea Polska Towarzystwo Ubezpieczeń na Życie SA and Nordea Finance Polska SA,
- obtaining the consent of the Ukrainian Antimonopoly Commitee by PKO Bank Polski SA to take control over Nordea Bank Polska SA, Nordea Polska Towarzystwo Ubezpieczeń na Życie SA and Nordea Finance Polska SA,
- the Polish Financial Supervision Authority issuing a decision on determining no grounds for vetoing the acquisition by PKO Bank Polski SA of Nordea Bank Polska SA’s shares and Nordea Polska Towarzystwo Ubezpieczeń na Życie SA’s shares in amounts ensuring share exceeding 50% in the share capital and total number of votes at General Shareholders’ Meetings of those companies,
- providing IT services by the Nordea Group under an outsourcing agreement so as to ensure the safe operation of Nordea Bank Polska SA in the period preceding migration to IT systems of PKO Bank Polski SA,
- registering the conditional capital increase of Nordea Bank Polska SA by the relevant registration court so as to enable PKO Bank Polski SA to take up the New Shares.
PKO Bank Polski SA intends – after closing the Transaction – to repurchase other minority shareholders of Nordea Bank Polska SA to acquire the remaining shares of Nordea Bank Polska SA and to undertake the necessary actions to abolish the dematerialisation of the shares and to withdraw the shares of Nordea Bank Polska SA from trading in the regulated market maintained by the Warsaw Stock Exchange, and to merge Nordea Bank Polska SA with PKO Bank Polski SA by transferring all the assets of Nordea Bank Polska SA to PKO Bank Polski SA (merger by acquisition).
As part of the work related to implementation of the agreement of the share purchase of entities: Nordea Bank Polska SA, Nordea Polska Towarzystwo Ubezpieczeń na Życie SA and Nordea Finance Polska SA:
- PKO Bank Polski SA submitted applications to the Office of Competition and Consumer Protection (11 July 2013), the Polish Financial Supervision Authority (11 July 2013) and the Ukrainian Antimonopoly Committee (12 July 2013),
- on 8 August 2013, the Extraordinary General Shareholders’ Meeting of Nordea Bank Polska SA passed resolution i.a.:
- on the single issue of 20 million registered subscription warrants of A series entitling its holder to take up, on terms specified in the resolution, a total of not more than 20 million registered ordinary shares of N series of this Bank at total nominal value of PLN 100 million and a conditional increase of share capital of Nordea Bank Polska SA by an amount not higher than PLN 100 million through the issue of N series shares to grant rights to take up shares of this series for holders of subscription warrants that will be issued pursuant to this Resolution: entitled to take up subscription warrants of A series will be only the entity on whose demand to subscribe for sale of Nordea Bank Polska SA shares, shareholders of this Bank, holding not less than 99% of votes at the General Shareholders’ Meeting (Resolution No. 3) will answer,
- on the conditional appointment to the Supervisory Board of Nordea Bank Polska SA of representatives of PKO Bank Polski SA Misters: Zbigniew Jagiełło, Jakub Papierski, Bartosz Drabikowski, Piotr Alicki, Paweł Borys and Jarosław Orlikowski, with effect at 12.00 AM on the last day call for subscribe for sale of shares of the above mentioned Bank, announced by PKO Bank Polski SA (Resolution No. 2),
- on 6 September 2013, PKO Bank Polski SA obtained a clearance from the Ukrainian Antimonopoly Committee to take control over above mentioned Companies,
- on 15 October 2013, obtained a clearance from the President of the Office of Competition and Consumer Protection to carry out a concentration involving taking control over above mentioned Companies by PKO Bank Polski SA,
- on 21 November 2013, conditional increase of share capital of Nordea Bank Polska SA in the nominal amount of PLN 100 million, in accordance with Resolution No. 3 of the Extraordinary General Shareholders’ Meeting of the Company dated 8 August 2013 was registered with the National Court Register.
Moreover, PKO Bank Polski SA submitted twice- through the Brokerage House of PKO Bank Polski, to Polish Financial Supervision Authority, Warsaw Stock Exchange and Polish Press Agency, the content of the public tender offer for the sale of 55 498 700 shares in Nordea Bank Polska SA with a registered office in Gdynia, representing 100 % votes at the General Shareholders’ Meeting of this entity. The first public tender offer was submitted on 19 June 2013, and the repeated public tender offer – on 3 December 2013.
Public tender offers were announced pursuant to Art. 74.1 of the Act on Public Offering in connection with the agreement relating to the acquisition by the Bank of 99.21% of the shares in Nordea Bank Polska SA from Nordea Bank AB (publ).
Information regarding the Transaction and the first and repeated announcement of a public tender offer were communicated in current reports (respectively No. 37/2013 of 12 June 2013, No. 40/2013 of 19 June 2013 and No. 84/2013 of 3 December 2013).
The Transaction is in line with the Strategy of PKO Bank Polski SA for the years 2013-2015 and is aimed at strengthening the position of PKO Bank Polski SA as the leader of the Polish banking sector, extending the distribution channels and improving service quality. As a result of executing this transaction, PKO Bank Polski SA will significantly improve its position in the private banking segment, enhance its competences in the corporate banking segment and ensure growth in the area of bancassurance.
At the same time, in 2014 the following conditions were fulfiled suspending the determined closing of the transactions:
- a condition of ensuring undisturbed (significantly) to the Nordea Group (ie. Nordea IT Poland SP. z o.o.) services in the IT area for Nordea Bank Poland SA enabling safe functioning of the Nordea Bank Poland SA prior to migration to data bank systems, customer data, services and systems of Nordea Bank Poland SA,
- on 25 February 2014 issuing by the Polish Financial Supervision Authority decision that there were no grounds for objections against the acquisition by the Bank of shares of Nordea Polska Towarzystwo Ubezpieczeń na Życie SA in a number resulting in exceeding a 50% stake in the share capital and the total number of votes at the General Shareholders’ Meeting of the Entity
- on 3 March 2014 issuing a decision by the Polish Financial Supervision Authority that there were no grounds for objections against the acquisition by the Bank of shares of Nordea Bank Polska in a number resulting in exceeding a 50% stake in the share capital and the total number of votes at the general meeting of the Entity