Getin Noble Bank (GNB)
Current report 33/201030.06.2010
Fulfillment of the remaining conditions of a significant conditional agreement concluded by the Issuer
Getin Noble Bank S.A. (the "Issuer") in relation to Current report 91/2009 dated 9 December 2009 of a significant agreement to acquire 100 per cent of shares of GMAC Bank Polska Spółka Akcyjna (the “Bank”), a company with its registered office in Warsaw concluded betweeen the Issuer and the Bank’s sole shareholder, i.e. GMAC Inc. (current name Ally Financial Inc.), a company with its registered office in Wilmington, Delaware, United States of America (the “Seller”) hereby informs that today, i.e. on 30 June 2010 all of the remaining suspensory conditions of the purchase agreement have been fulfilled. The Issuer informed of fulfillment of other suspensory conditions in Current report 19/2010 dated 11 March 2010 and in Current report 30/2010 dated 16 June 2010. The agreement specified the following suspensory conditions:
- the Issuer obtains consent to acquire the Bank’s shares from the Competition and Consumer Protection Office,
- the Issuer obtains consent to acquire the Bank’s shares from the Commission of Financial Supervision,
- the parties provide statements to the effect that all the representations made in the agreement are true as at the Transaction Closing date,
- the parties conclude a mandate agreement with a brokerage house,
- the Seller concludes a deposit agreement with a brokerage house,
- the Issuer concludes an escrow agreement,
- the Issuer concludes an agreement on taking over obligations regarding financing,
- the escrow amount is transferred to the escrow account and then to GMAC International Finance B.V.’s account,
- the price for the Bank’s shares is paid by the Issuer to the Seller’s account.
As a result of fulfillment of all suspensory conditions of the purchase agreement, the transaction has been closed today and the Issuer has aquired the Bank’s shares covered by the agreement in the amount of 9,872,629 (nine million eight hundred and seventy two thousand six hundred and twenty nine) registered shares with a nominal value of 2 (two) PLN each and a total nominal value of 19,745,258 PLN (nineteen million seven hundred and forty five thousand two hundred and fifty eight zloty).
The shares acquired represent 100 per cent of the Bank’s share capital and give the holder 100 per cent of votes at the general meeting of the Bank.
The total price to acquire all the shares has amounted 132.508.513,64 PLN (one hundred and thirty two million five hundred and eight thousand five hundred and thirteen zloty sixty four), which constitutes 95 per cent of the book value of the Bank. The price has been covered from the Issuer’s own resources.
The Issuer informs that there are no connections between the Issuer and its management and supervisory bodies and GMAC Inc. (current name Ally Financial Inc.), a company with its registered office in Wilmington, Delaware, United States of America.
Legal basis: Article 56(1)(2a) of the Polish Act of 29 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 later amended) read with § 5(1)(1 and 4) 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 later amended).