Getin Noble Bank (GNB)

1.53PLN
+ 1.32% 17:04

Current report 1/2012

01.06.2012
REGISTRATION OF THE SHARE CAPITAL INCREASE OF GET BANK S.A. AND ACQUISITION OF ASSETS OF SIGNIFICANT VALUE
Current report 1/2012, 2 January 2012 The Management Board of Get Bank S.A. (the “Bank”) hereby informs that today it has taken knowledge of the fact that the District Court for the capital city of Warsaw, 13th Commercial Division of the National Court Register registered on 2 January 2012 the increase in the Bank’s share capital from PLN 103,060,000.00 (in words: one hundred three million sixty thousand zloty) to PLN 2,245,525,631.00 (in words: two billion two hundred forty-five million five hundred twenty-five thousand six hundred thirty-one zloty), i.e. by the amount of PLN 2,142,465,631.00 (in words: two billion one hundred forty-two million four hundred sixty-five thousand six hundred thirty-one zloty) by the issue of H-series ordinary bearer shares of the Bank with the nominal value of PLN 1.00 (in words: one zloty) each (“Spin-off Share Issue Shares”). At the same time the Bank informs that the total number of votes after the increase in the Bank’s share capital amounts to 2,245,525,631 and the structure of the share capital after the registration of the changes is as follows: - 40,000,000 A-series ordinary bearer shares, - 23,000,000 B-series ordinary bearer shares, - 6,000,000 C-series ordinary bearer shares, - 9,510,000 D-series ordinary bearer shares, - 11,000,000 E-series ordinary bearer shares, - 4,000,000 F-series ordinary bearer shares, - 9,550,000 G-series ordinary bearer shares, - 2,142,465,631 H-series ordinary bearer shares. The said H-series sharesof the Bank were issued in connection with the spin-off of Getin Holding S.A. under Article 529(1)(4) of the Polish Commercial Companies Code, i.e. by transferring a part of Getin Holding assets that constitute an organized part of the enterprise (comprising mainly all shares of Getin Noble Bank S.A. constituting 93,71 % of the share capital of Getin Noble Bank S.A.), operating as the Branch in Warsaw and which business comprises domestic banking and related activities to the Bank in return for the Bank’s Spin-off Share Issue Shares (the “Spin-off”), which means that Getin Holding Spin-off became effective. The Spin-off Share Issue Shares shall be allotted to the Entitled Shareholders of Getin Holding on the Allotment Date, in accordance to the Share Swap Parity adopted in the Spin-off Plan. The Entitled Shareholder of Getin Holding that holds at the end of the Reference Date one share of Getin Holding with the nominal value of PLN 1.00 (in words: one zloty) shall be entitled to take up 2,926888 (two and 926888/1000000) of the Spin-off Share Issue Shares with the nominal value of PLN 1.00 (in words: one zloty) each, with the restriction that the fractional shares of the Spin-off Share Issue Shares shall not be allotted. In the event when the product of the number of shares of Getin Holding and the Share Swap Parity 2,926888 does not make a whole number, it shall be rounded down to the closest whole number. The Entitled Shareholders of Getin Holding that due to the necessity to round down the allotted Spin-off Share Issue Shares described above, do not receive the fractional part of the Spin-off Share Issue Shares, shall be entitled to receive cash payments from Getin Holding, calculated in accordance with the rules indicated in the Spin-off Plan. Furthermore, the Bank reports that as the result of the Spin-off Getin Holding assets in the form of the organized part of the enterprise constituting the Branch in Warsaw, which net assets as at the balance sheet dated 1 June 2011 published in the Spin-off Plan amounted to PLN 1,564,311 thousand (in words: one billion five hundred sixty-four million three hundred eleven thousand zloty), have been transferred to the Bank. A detailed list of assets of the organized part of the enterprise constituting the Branch in Warsaw was published in the Spin-off Plan. The assets spun-off to the Bank constitute more than 10 % of the Bank’s equity and therefore they represent assets of significant value within the meaning of § 2(45) of the Minister of Finance Regulation of 19 February 2009 on current and periodic reporting by issuers of securities and the rules of equal treatment of the information required by the laws of non-member states (Journal of Laws of 2009 No. 33, item 259). Additionally, the Bank has filed an application to the National Depository for Securities („NDS”) for setting the first reference date as for 10 January 2012. The expected schedule of the offer implementation of the Spin-off Share Issue Shares is as follows: 2 January 2012 – submission by the Bank to NDS documents confirming the registration of the Bank’s share capital increase by the issue of the Spin-off Share Issue Shares and filing an application for setting the first reference date as for 10 January 2012; 10 January 2012 – the Reference Date; 19 January 2012 – the Allotment Date – registration of the Spin-off Share Issue Shares at NDS and their registration on the securities accounts of the Entitled Shareholders of Getin Holding; 19 January 2012 – transfer of the cash payments to the Entitled Shareholders of Getin Holding; 20 January 2012 – first quotation of the Spin-off Share Issue Shares at the Warsaw Stock Exchange. In connection with the above and having regard to the information published by Getin Holding in the Current report 90/2011 dated 25 November 2011: 4 January 2012 shall be the deadline for purchasing Getin Holding shares entitling to taking up Spin-off Share Issue Shares; from 5 January 2012 Getin Holding shares not entitling to taking up Spin-off Share Issue Shares shall be quoted. The reference price for Getin Holding shares on the stock exchange session on 5 January 2012 shall be specified as follows: RPGH = CPGH * AR RPGH – reference price for Getin Holding shares on the stock exchange session on the second business day before the Reference Date; CPGH – Getin Holding shares closing price on the stock exchange session on the third business day before the Reference Date; AR – adjustment ratio of 42,98 %. The adjustment ratio was calculated as of 1 June 2011, i.e. on the date of evaluation of the assets of Getin Holding to be spun-off in accordance with the following assumptions: on 1 June 2011 Getin Holding capitalization totaled PLN 10,171,815,934.10 (731,785,319 * PLN 13.90); the value of the assets of Getin Holding to be spun-off was established at PLN 5,800,000,000.00. The above means that the value of the assets to be spun-off constituted 57,02 % of Getin Holding capitalization as of 1 June 2011 and the remaining part of Getin Holding was 42,98 %. DEFINITIONS: The following definitions have been adopted for the purpose hereof: Spin-off Share Issue Shares – 2,142,465,631 H-series ordinary bearer shares of the Bank issued for the purposes of the Spin-off Plan implementation; Reference Date – the day at the end of which a list of individuals entitled to taking up Spin-off Share Issue Shares shall be made; Allotment Date – the day when Spin-off Share Issue Shares shall be registered on securities accounts of Getin Holding shareholders, i.e. 19 January 2012; KSH – Act of 15 September 2000 – Polish Commercial Companies Code (Journal od Laws No. 94, item 1037 later amended); Share Swap Parity – the ratio of the Spin-off Share Issue Shares allotted to Entitled Shareholders of Getin Holding; Spin-off Plan – Getin Holding Spin-off Plan published by Getin Holding In the Current report 60/2011 dated 27 June 2011 and corrected on 28 June 2011; Entitled Shareholders of Getin Holding – owners of securities accounts on which at least 1 share of Getin Holding is registered as of the end of the Reference Date; Spin-off – Getin Holding spin-off under Article 529(1)(4) of KSH, i.e. by transferring a part of Getin Holding assets that constitute an organized part of the enterprise, operating as the Branch in Warsaw to the Bank in return for the Bank’s Spin-off Share Issue Shares. LEGAL BASIS: Article 56(1)(2) of the Polish Act on public offering and the conditions for introducing financial instruments into an organized trading system and on public companies (Journal of Laws of 2009 No. 185, item 1439 later amended) in connection with § 5(1)(1,9) of the Minister of Finance Regulation of 19 February 2009 on current and periodic reporting by issuers of securities and the rules of equal treatment of the information required by the laws of non-member states (Journal of Laws of 2009 No. 33, item 259)