Getin Noble Bank (GNB)
Current report 48/201011.09.2010
Resumption of suspended public offering, offer schedule and maximum price determination
Resumption of suspended public offering, offer schedule and maximum price determination Current report 48/2010, 11 September 2010 The Management Board of Getin Noble Bank S.A. (the „Company”) hereby informs that on 10 September 2010 the Company in relation to shares of Towarzystwa Ubezpieczeń Europa S.A. (”TU Europa”) and TU Europa in relation to TU Europa shares H series upon the consultation with UniCredit CAIB Poland S.A. (the ”Bidder”), decided to resume the suspended public offering and to carry out the public offering of TU Europa shares H series and of the Offered Shares in accordance with the following schedule, provided the Commission of Financial Supervision has approved Annex No. 9 to the Prospectus, which covers among others the following schedule: 9 June 2010 - Publication of Prospectus 10 September 2010 - Determination of the Maximum Price, Conclusion of the Underwriting Agreement 13 September 2010 - Filing of a motion for approval of the Annex to the Prospectus regarding the Maximum Price 15-21 September 2010 - Subscription period in Inidividual Investors Tranche 21 September 2010 - Price Determination of the Offered Shares and Number Determination of the Offered Shares offered within the Inidividual Investors Tranche and Institutional Investors Tranche, Preliminary Allotment for Institutional Investors 22-24 September 2010 - Subscription period in Institutional Investors Tranche 24 September 2010 - Possible subscription in the performance of the underwriting agreement 27 September 2010 - Final Allotment for Institutional and Individual Investors Settlement session of the Offered Shares at Warsaw Stock Exchange („WSE”) About 8 October 2010 - First Quotation Day of the Allotment Certificate at WSE TU Europa and the Company agreed upon consultation with the Bidder that the maximum issue price of TU Europa shares H series and the Offered Shares shall amount to 160 zloty. On 10 September the Company and TU Europa concluded with the Bidder, Noble Securities S.A., UniCredit CAIB Securities UK Limited (the ”Manager”) and with UniCredit Bank Austria AG, a company with its registered office in Wien (”Underwriter”) Underwriting Agreement solely in relation to Shares Offered in Institutional Investors Tranche. The Underwriting Agreement includes standard provisions placed in agreements of that kind, specifying (i) the Underwriter’s obligation to subscribe for the Offered Shares, for which the Institutional Investors recommended to the Company and TU Europa by the Bidder, Manager and the Underwriter (and to whom, according to the recommendation, TU Europa and the Company 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 deteremined 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 Company and TU Europa, (iv) rules of exemption of the Bidder, Noble Securities S.A., the Manager and the Underwriter 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 Offered Shares which are the subject matter of the UniCredit Bank Austria AG obligation as the Underwriter, while the final number of Offered Shares shall not exceed the number constituting 10 per cent of TU Europa equity. Detailed terms and conditions of the abovementioned Underwriting Agreement are described in 23.14.1 of TU Europa Prospectus. In accordance with the provisions of the Underwriting Agreement, the Company, TU Europa and Getin Holding S.A. have assumed on 10 September a lock-up obligation limiting tradability of Shares. On the basis of agreements limiting tradability of TU Europa shares without prior written consent of the Bidder, subject to specific exceptions, the Company, TU Europa and Getin Holding in the period of 180 days since the Offer 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 TU Europa 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 transfering in whole or in part, directly or indirectly economic consequences of TU Europa shares ownership, or other titles or securities entitling to purchase TU Europa 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).