Getin Noble Bank (GNB)
Current Report 10/200929.01.2009
Noble Bank S.A. and Getin Bank S.A. Merger Plan
Please be advised that on 29 January 2009 the Management Boards of Noble Bank S.A. and Getin Bank S.A. agreed on, and the Supervisory Boards of both the banks approved, a document called “Noble Bank S.A. and Getin Bank S.A. Merger Plan”, prepared in accordance with Article 499(1) and (2) of the Polish Commercial Companies Code.
The reason behind the decision is the intention to consolidate the activities of Noble Bank S.A. and Getin Bank S.A. within Getin Holding S.A.
The merger between Noble Bank S.A. and Getin Bank S.A. will be of benefit to the banks, their customers and shareholders (including minority shareholders).
99.39% of shares in Getin Bank S.A. is held by Getin Holding S.A., a company listed o the Warsaw Stock Exchange. Getin Holding S.A. is also the main shareholder in Noble Bank S.A., holding 73.64% of the bank’s shares. Noble Bank’s shareholders with more than 5% of shares in the bank include ASK Investments S.A. which holds 6.89% of the bank’s stock.
Getin Bank is a national retail bank offering a wide range of services for individual customers as well as small businesses and micro-enterprises. Noble Bank is a financial institution oriented towards providing services for wealthy individual customers and whose top priority is the individual needs and expectations of customers. As the banks provide their services in two different segments of customers and their services are complementary, the merger will be of benefit to both the banks’ customers and shareholders.
The merger will allow for the following objectives to be achieved:
a) to strengthen the banks in terms of capital,
b) to improve liquidity,
c) to expand the sales network,
d) to improve their competitive position,
e) to prepare the banks to provide fully universal banking services,
f) to intensify the banks’ cross-selling activity,
g) to take advantage of the synergy created by merging the banks – reduced costs of operation and management,
h) to strengthen the management and control system,
i) to simplify the management structure,
j) to provide comprehensive services to most segments of customers.
Combining the banks’ market know-how and carefully examining their areas of business will allow the banks to create synergies, both operational synergies (including optimisation of activities) and financial synergies (economies of scale, increased product profitability and enhanced market position)
The transaction will create a fully universal bank offering a wide range of financing, savings and investments products plus a variety of additional services available for individual customers, small, medium-sized and large enterprises as well as large corporations.
The merger will generate added value for the customers of both institutions. The resulting wider range of products and services and the combined resources of expertise and experience will directly translate into increased convenience for the banks’ customers and enhanced positive market perception of both institutions. The merge will also make it possible to offer customers the complementary products now offered separately by the banks.
The merger will create a bank with a stronger position and more attractive to its shareholders and potential investors as a result of
a) a stronger position within the ten largest banks in the Polish market in terms of capitalisation, total assets and profits,
b) improved effectiveness and profitability of operations,
c) increased market capitalisation and an increased volume of shares on the market,
d) a dividend payment policy.
Noble Bank S.A. and Getin Bank S.A. will be merged under Article 124 (1) and (3) of the Polish Banking Law Act in connection with Article 492 (1)(1) of the Polish Commercial Companies Act, by transferring all the assets of Getin Bank S.A. to Noble Bank S.A. and increasing the share capital of Noble Bank S.A. by the value of new merger shares to be issued to shareholders in Getin Bank S.A. (“Merger Issue Shares”).
The ratio for exchanging shares in Getin Bank S.A. into Merger Issue Shares has been determined at 1:2.85. This means that shareholders in Getin Bank S.A. will receive 2.85 shares in Noble Bank S.A. per 1 (one) share in Getin Bank S.A. As a result, Getin Bank’s shareholders will receive 738,584,941 Merger Issues Shares in exchange for 259,152,611 shares in Getin Bank S.A.
The above ratio has been determined taking into account the planned increase in the share capital of Getin Bank S.A. by PLN 13,500,000.00 (thirteen million five hundred thousand zlotys) before the Merger Date by issuing 10,000,00.00 (ten million) new shares in Getin Bank in exchange for a contribution in cash of PLN 50,000,000.00 (fifty million zlotys).
As a result of the merger, the share capital of Noble Bank S.A. will increase from PLN 215,178,156.00 (two hundred and fifteen million one hundred and seventy-eight thousand one hundred and fifty-six zlotys) to PLN 953,763,097.00 (nine hundred and fifty-three million seven hundred and sixty-three thousand ninety-seven zlotys), i.e. by the amount of PLN 738,584,941.00 (seven hundred and thirty-eight million five hundred and eighty-four thousand nine hundred and forty-one zlotys), by issuing 738.584.941 (seven hundred and thirty-eight million five hundred and eighty-four thousand nine hundred and forty-one ) series J Noble Bank shares with the nominal value of PLN 1.00 (one zloty) each.
Attached is the Noble Bank S.A. and Getin Bank S.A. Merger Plan with the following annexes:
1. Annex 1 – draft resolution on the merger of Noble Bank S.A. and Getin Bank S.A.
2. Annex 2 – draft amendment to Noble Bank’s Articles of Association,
3. Annex 3 – valuation of the assets of Getin Bank S.A.
4. Annex 4 – information on the financial situation of Noble Bank S.A. and Getin Bank S.A. provided in a statement prepared for the purposes of the merger;
and Noble Bank S.A. Directors Report containing the reasons for the merger, prepared under Article 501 of the Polish Commercial Companies Code.
Please also note that the information on the financial situations of Noble Bank S.A. and Getin Bank S.A. contained in Annex 4 to the Merger Plan is based on unaudited financial figures of either bank, with the figures of Getin Bank S.A. prepared in accordance with the Polish Accounting Act and the figures of Noble Bank S.A. in accordance with IFRS.
§5(1)(13) and §19(2)(1) and (2) of the Minister of Finance Regulation of 19 October 2005 on current and periodic reporting by issuers of securities (Dz.U. (Journal of Laws) No.209, item 1744).