Getin Noble Bank (GNB)

1.51PLN
-3.82% 17:04

Current report 19/2011

08.04.2011
Summary of public offering
Summary of public offering Current report 19/2011, 8 April 2011 The Management Board of Getin Noble Bank S.A. (the ”Seller”) hereby informs on the summary of the public offering (the “Public Offering”) of the shares of Open Finance S,A, (the ”Company”) including public subscription of C series shares (“C Series Shares”) and public sale of the Company’s shares offered by the Seller (the “Sale Shares”). All capitalized terms, and not defined in this current report, shall have the meaning as set out in the memorandum of the Company approved by the Commission of Financial Supervision on 10 March 2011. 1.Commencement date and completion date of the subscription for C Series Shares and sale of the Sale Shares: -16-22 March 2011 - subscription period for the Sale Shares in Individual Investors Tranche, -23-25 March 2011 - subscription period for the C Series Shares and the Sale Shares in Institutional Investors Tranche. 2.25 March 2011 – Allotment of the C Series Shares and the Sale Shares in Institutional Investors Tranche and the Sale Shares in Individual Investors Tranche. 3.Number of shares covered by the Public Offering – 24.750.000 shares, including 20.500.000 Sale Shares offered by the Seller and 4.250.000 C Series Shares newly issued. 4.Reduction rate: -in Individual Investors Tranche - 74,18% (average), -in Institutional Investors Tranche - 0,0%. 5.Number of shares subscribed for within the Public Offering – 35.415.855 shares, including: -in Individual Investors Tranche – 14.378.355 of the Sale Shares, -in Institutional Investors Tranche – 4.250.000 of the C Series Shares and 16.787.500 of the Sale Shares. 6.Number of the Company’s shares allotted within the Public Offering – 24.750.000 shares, including: -in Individual Investors Tranche – 3.712.500 of the Sale Shares, -in Institutional Investors Tranche – 4.250.000 of the C Series Shares and 16.787.500 of the Sale Shares. 7.The Price for which C Series Shares and the Sale Shares were purchased (taken up) – 18 PLN. 8.Number of persons who subscribed for the Company’s shares covered by the subscription – 138, including: -138 persons - in Institutional Investors Tranche. Number of persons who subscribed for the Company’s shares covered by the sale – 4.994, including: -3.838 persons - in Individual Investors Tranche, -1.156 persons - in Institutional Investors Tranche. 9.Number of persons to whom the shares were allotted within the subscription – 138, including: -138 persons - in Institutional Investors Tranche. Number of persons to whom the shares were allotted within the sale – 4.994, including: -3.838 persons - in Individual Investors Tranche, -1.156 persons - in Institutional Investors Tranche. 10.The Underwriter - UniCredit Bank Austria AG with its registered office in Vienna performing the Underwriting Agreement did not subscribed for any of the C Series Shares or of the Sale Shares. 11.Value of the Public Offering – 445,500,000 PLN, including: -value of the C Series Shares subscription – 76,500,000 PLN, -value of the Sale Shares sale – 369,000,000 PLN. 12.Cost incurred in connection with the Public Offering falling into the cost of the C Series Shares issue – 4,194,000 PLN, including: -cost of preparation and completion of the offer of the C Series Shares – 2,470,000 PLN, -cost of the Underwriter’s fee – 0 PLN, -cost of the preparation of the prospectus, including the advisory cost – 1,402,000 PLN, -cost of the offer’s promotion – 322,000 PLN. a)On the basis of the agreement concluded between the Company and the Seller dated 15 December 2010, the Company shall cover a part of the cost of the Public Covering, i.e. the amount of 785,000 PLN, including: -cost of preparation and completion of the offer of the C Series Shares – 430,000 PLN, -cost of the Underwriter’s fee – 0 PLN, -cost of the preparation of the prospectus, including the advisory cost – 300,000 PLN, -cost of the offer’s promotion – 55,000 PLN; b)The remaining part of the cost incurred in connection with the Public Offering falling into the cost of the C Series Shares issue, i.e. the amount of 3,409,000 PLN shall be covered by the Seller, including: -cost of preparation and completion of the offer of the C Series Shares – 2,040,000 PLN, -cost of the Underwriter’s fee – 0 PLN, -cost of the preparation of the prospectus, including the advisory cost – 1,102,000 PLN, -cost of the offer’s promotion – 267,000 PLN. In the Company’s books the cost of the C Series Shares issue incurred by the Company shall be calculated together with the supplementary capital arising from the surplus of the sale price of the C Series Shares above their nominal value. In the Company’s financial statements, the supplementary capital arising from the surplus of the sale price of the C Series Shares above their nominal value shall be presented in the amount decreased by the issue cost. Cost connected with the sale of the Sale Shares incurred by the Seller – 8,522,000 PLN, including: -cost of preparation and completion of the offer of the C Series Shares – 8,045,000 PLN, -cost of the Underwriter’s fee – 0 PLN, -cost of the preparation of the prospectus, including the advisory cost – 477,000 PLN, -cost of the offer’s promotion – 0 PLN. In the books and in the financial statements of the Seller, the cost incurred by the Seller in connection with the C Series Shares issue and the sale of the Sale Shares shall be accounted against the cost. 13.Average cost of the subscription performance incurred by the Company falling into 1 C Series Shares amounted to 0.18 PLN, average cost of the sale performance falling into 1 Sale Share amounted to 0.42 PLN. Legal basis: Article 56 (1)(2a) 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 with later amendments) read with §33(1) 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 with later amendments).