- May 18, 2016
Alior Bank launches 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 issue includes 56 550 249 shares. The issue price is set at PLN 38.90.
• A single pre-emptive right entitles to subscribe for 0.7778 new-issue shares. Therefore, 1.2857 pre-emptive rights are needed to subscribe for one new-issue share.
• The record date is 23 May 2016. 19 May 2016 is the last day on which purchasing existing Alior Bank shares on the Warsaw Stock Exchange entitles to pre-emptive rights. Pre-emptive rights can be bought or sold on the WSE from 25 to 27 May 2016.
• Investors should keep in mind that unused pre-emptive rights expire after the end of the subscription period for new shares.
• As previously announced, Alior Bank intends to raise PLN 2.2 billion from the new share issue. These funds will be used for financing the planned acquisition of a part of Bank BPH and will enhance the merged bank’s equity.
• Bank Zachodni WBK, Goldman Sachs International and J.P. Morgan are joint global coordinators, joint bookrunners and joint underwriters. BZ WBK is also acting as the offering agent. Dom Maklerski PKO BP is acting as local joint bookrunner and joint underwriter for the offering.
On 18 May 2016, the Polish Financial Supervision Authority (PFSA) approved Alior Bank’s prospectus prepared in connection with a planned issue of new shares worth PLN 2.2 billion. The issue is being carried out by way of a public offering with pre-emptive rights for existing shareholders, giving them the option to maintain their existing stake in the Company.
“We are consistently implementing Alior Bank’s dynamic growth strategy, an important element of which is active participation in consolidation of the banking sector in Poland. Approval of our prospectus by the PFSA allows us to carry out the rights issue within the envisaged timeframe,. As previously announced, the funds raised will be used to purchase a demerged part of Bank BPH. We will also strengthen our equity, thus enabling further dynamic growth for the merged bank and maintaining our capital ratios at an adequate level,” said Wojciech Sobieraj, CEO of Alior Bank.
Parameters of the rights issue
Alior Bank’s share issue will include 56 550 249 new shares with PLN 38.90 issue price.
The offering is directed first to holders of pre-emptive rights. Pre-emptive rights will be allocated to those investors who will be shareholders of Alior Bank at the end of 23 May 2016 (record date). Given that stock market transactions are settled in T+2 (transaction date plus two business days), 19 May 2016 is the last day on which purchasing existing shares of Alior Bank on the Warsaw Stock Exchange (WSE) entitles to pre-emptive rights. Therefore, 20 May 2016 is the first day on which shares may be sold on the WSE while retaining the pre-emptive rights.
Each existing share entitles its holder to one pre-emptive right. One pre-emptive right entitles its holder to subscribe for 0.7778 new-issue shares (accordingly, 1.2857 pre-emptive rights are needed to acquire one new share).
Subscriptions for new Alior Bank shares under pre-emptive rights will be accepted from 25 May to 1 June. Additional subscriptions will be accepted during this time as well – they can be submitted by those investors who are shareholders of Alior Bank at the end of 23 May 2016 (also if they decide to sell their pre-emptive rights). Shares that will not be subscribed under pre-emptive rights will be allocated 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. During this time, investors may both purchase and sell pre-emptive rights. The price for the 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 unused pre-emptive rights expire when subscriptions for new shares end, which is after 1 June 2016. No consideration is due for expired pre-emptive rights.
Investors can submit subscriptions for new shares under pre-emptive rights and additional subscriptions to their broke house or the bank that maintains their investment account in which Alior Bank’s pre-emptive rights or shares are recorded.
Alior Bank’s public offering – selected dates:
|19 May 2016||Last day on which purchasing Alior Bank shares on the WSE entitles to pre-emptive rights|
|23 May 2016||Record date|
|25 – 27 May 2016||Period in which pre-emptive rights are listed on the WSE|
|25 May – 1 June 2016||Investors’ subscriptions for new Alior Bank shares under pre-emptive rights and additional subscriptions|
|10 June 2016||Allotment of shares subscribed under pre-emptive rights and additional subscriptions|
|Approx. 23 June 2016||Listing of rights to shares on the WSE|
Alior Bank’s largest shareholder – PZU – has committed to subscribe for new shares under the public offering proportionately to its existing stake. Alior Bank has also executed an underwriting agreement with Goldman Sachs International, J.P. Morgan, Bank Zachodni WBK and Dom Maklerski PKO BP.
Goldman Sachs International, J.P. Morgan and BZ WBK are acting as joint global coordinators and joint bookrunners (BZ WBK is also the offering agent), while Dom Maklerski PKO BP is local joint bookrunner.
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, covering 830 locations, ensure efficient service to nearly 3.1 million clients, including over 130,000 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.
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 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.
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