Getin Noble Bank (GNB)
Current report number 91/200909.12.2009
Execution of a significant agreement
The Management Board of Noble Bank S.A. with its registered office in Warsaw (further: the "Issuer") hereby gives notification of the execution on 8 December 2009 of a significant agreement to acquire 100% of the shares in GMAC Bank Polska Spółka Akcyjna (further: the “Bank”) with its registered office in Warsaw. The share purchase agreement was executed between Noble Bank S.A. and the Bank’s sole shareholder, i.e. GMAC Inc. with its registered office in Wilmington, Delaware, United States of America (further: the “Seller”).
GMAC Bank Polska S.A. was official partner of the GM dealership networks. GMAC Bank Polska S.A. provides services covering loans for the retail and wholesale purchase of both new and used cars. Other services offered by the Bank involve agency in loan insurance, multi-annual transport insurance and commercial financial services.
In the opinion of Noble Bank S.A.’s Management Board, acquiring the Bank is of key importance for the Issuer. The Issuer’s Management Baord is treating the inclusion of the Bank’s resources as a long-term investment.
The agreement that has been signed covers the acquisition of 9,872,629 (nine million eight hundred and seventy two thousand six hundred and twenty nine) shares in the Bank of a nominal value of PLN 2 (two) each and a total nominal value of PLN 19,745,258 (nineteen million seven hundred and forty five thousand two hundred and fifty eight zloty). The shares acquired represent 100% of the Bank’s share capital and give the holder 100% of votes at the general meeting of the company’s shareholders.
The legal title to the Bank’s shares will be transferred to Noble Bank S.A. once all the conditions precedent specified in the agreement (Transaction Closing date) have been met. The agreement specifies the following conditions precedent:
- the Issuer obtains clearance for the acquisition of the Bank’s shares from the Competition and Consumer Protection Office,
- the Issuer obtains FSA consent to acquire the Bank’s shares,
- 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 execute a mandate agreement with a brokerage house,
- the Seller executes a deposit agreement with a brokerage house,
- the Issuer executes an escrow agreement,
- the Issuer executes 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.
The total price to acquire all the shares indicated in the agreement has been set at 95% of the book value which will be disclosed by the auditor in the Bank’s financial statements as at the Transaction Closing date (“Acquisition Price”). It is indicated in the agreement that the said book value as at 31 July 2009 was PLN 130,821,946 (one hundred and thirty million eight hundred and twenty one thousand nine hundred and forty six zloty). The Acquisition Price will be payable to the Seller’s account on the Transaction Closing date.
The Seller’s liability for breach of any of the agreement provisions is specified in the agreement as the equivalent of the Acquisition Price or limited to PLN 20,000,000 (twenty million zloty) depending of the type of breach.
There are no ties between the Issuer and the persons managing or supervising the Company on the one part and the Seller of the said assets on the other.
The agreement is deemed a significant agreement as its value is in excess of 10% of Noble Bank S.A.’s equity.
The transaction is expected to be closed after the merger of Noble Bank S.A. and Getin Bank S.A. has been registered.
The balance sheet total of GMAC Bank Polska S.A. as at 31 October 2009 was PLN 442,000,000 (four hundred and forty two million zloty) (pursuant to unaudited financial data drawn up in accordance with the Accounting Act of 29 September 1994).
Legal basis :
Article 56 section 1 point 2 of the Act on Public Offerings and Conditions for Admitting Financial Instruments to an Organised Trading System and on Public Companies (Journal of Laws no. 184 item 1539) of 29 July 2005.
§5 section 1 point 3 of the Minister of Finance Regulation of 19 February 2009 on current and periodic reports sent by securities issuers and conditions for deeming equivalent information required under provisions of the law of non-member states (Journal of Laws of 2009, no. 33 item 259, as amended).