Getin Noble Bank (GNB)
Current report 9/201112.03.2011
Maximum price determination, signing of the underwriting agreement and agreement limiting tradability of shares of Open Finance S.A.
Maximum price determination, signing of the underwriting agreement and agreement limiting tradability of shares of Open Finance S.A. Current report 9/2011 dated 12 March 2011 The Management Board of Getin Noble Bank S.A. (the ”Selling Shareholder”) hereby informs that for the purposes of the public offering of shares of its subsidiary – Open Finance S.A. – carried out on the basis of the Prospectus approved by the Commission of Financial Supervision on 10 March 2011 (the “Prospectus”) on 11 March 2011, upon consultation with Unicredit CAIB Poland S.A. performing a role of a Bidder within this public offering, the Selling Shareholder has determined the maximum price of 19.50 zloty per share within the subscription of Individual Shareholders (within the meaning of the Prospectus) for the Company’s shares sold by the Selling Shareholder within the public offering described above. At the same time the Selling Shareholder informs that on 11 March 2011 the Selling Shareholder and the Company concluded with the Bidder, Noble Securities S.A., UniCredit Bank AG, London Branch (the “Manager”) and UniCredit Bank Austria AG (the “Underwriter”) Underwriting Agreement. The Underwriting Agreement includes standard provisions placed in agreements of that kind, specifying (i) the Underwriter’s obligation to subscribe for the Offered Shares within the public offering described above, for which the Institutional Investors (within the meaning of the Prospectus) recommended to the Selling Shareholder and the Company by the Bidder, Manager and the Underwriter (and to whom, according to the recommendation, the Selling Shareholder have initially allocated Offered Shares) have not subscribed, and at the same time to pay the price in the amount calculated as a product of the determined Price of the Offered Shares and the number of the Offered Shares, for which the Institutional Investors recommended by the Bidder, Manager and the Underwriter have not subscribed, (ii) terms and conditions to execute the underwriting obligation by the Underwriter, (iii) standard statement and assurance made by the Selling Shareholder and the Company, (iv) rules of exemption of the Bidder, Noble Securities S.A., the Manager and the Underwriter by the Selling Shareholder and the Company from responsibility towards any third party in relation to the Underwriting Agreement. After the book-building has been finished, in performance of the Underwriting Agreement, it is planned to conclude the pricing agreement, which shall determine the sale price and the final number of the Offered Shares sold by the Selling Shareholder within the public offering and which are the subject matter of the UniCredit Bank Austria AG obligation as the Underwriter. In accordance with the provisions of the Underwriting Agreement, the Selling Shareholder have concluded on 11 March 2011 a lock-up agreement limiting tradability of the Company’s shares other than shares offered by the Seller within the public offering. On the basis of this agreement, without prior written consent of the Bidder, subject to specific exceptions, the Selling Shareholder in the period of 180 days since the public offering has been closed, shall not directly or indirectly: (i) offer, issue, sell, conclude sale or purchase agreements, pledge or grant options or in any other way transfer shares or other interchangeable securities or securities giving other rights to purchase the Company’s shares, as well as make any announcements of sale of shares or other securities; or (ii) make swap transactions or conclude any other agreements or make any other transactions transferring in whole or in part, directly or indirectly economic consequences of the Company’s shares ownership, or other titles or securities entitling to purchase the Company’s shares. Legal basis: Article 56 (1)(1) of the Polish Act of 25 July 2005 on public offerings and the conditions for introducing financial instruments into an organized trading system and on public companies (Journal of Laws of 2005, No. 184, item 1539).