Getin Noble Bank (GNB)
Current report 112/201324.05.2013
SIGNING OF AN AGREEMENT TRANSFERRING AN ORGANIZED PART OF A BANKING BUSINESS
In connection with Current report 103/2013 dated 15 May 2013, the Management Board of Getin Noble Bank S.A. ( “Issuer”) hereby informs that today, i.e. on 24 May 2013 the Issuer signed with DnB Nord Polska S.A. with its registered office in Warsaw (“Company”) a disposing agreement (“Agreement”) under which the Issuer acquired from the Company an organized part of a banking business of DnB Nord Polska S.A. including among others branches together with banking operations conducted in those branches. The Issuer took over employees of the acquired branches of the Company. The acquired part of the Company’s banking enterprise does not include retail mortgage credit portfolio or non-performing loans.
Signing of the Agreement followed fulfillment of all suspensive conditions, and in particular the following:
1. obtaining by the Issuer the consent of the Office of Competition and Consumer Protection to acquire a part of other entrepreneur’s assets,
2. obtaining by the Issuer the consent of the Polish Financial Supervision Authority to acquire an organized part of the Company’s banking business,
3. obtaining by the Company a positive individual interpretation of provisions on tax law,
4. obtaining by the Issuer a positive individual interpretation of provisions on tax law,
5. obtaining consents of the landlords of the Company’s branches premises to change the tenant in the number required by the Agreement,
6. obtaining consent of the majority of the Company’s customers to transfer to the Issuer: credit portfolio as being a part of an organized part of the Company’s banking business, deposits and active banking accounts.
On the fulfillment of all abovementioned suspensive conditions the Issuer informed in the following Current reports: 22/2013 dated 30 January 2013, 26/2013 dated 1 February 2013 and 103/2013 dated 15 May 2013.
The total purchase price of an organized part of the Company’s banking business (“Purchase Price”) was equal to the sum of the following:
1. the amounts of debts under credits granted to cooperatives and housing communities transferred to the Issuer increased by the premium dependent on the amount of the actually transferred credit portfolio,
2. the amounts of debts under credits granted to small and medium-sized businesses transferred to the Issuer decreased by the discount adjusted by the rate of the amount of the actually transferred credit portfolio,
3. the amounts of debts under credits granted to retail customers transferred to the Issuer,
4. the amounts of the Company’s branches actually transferred to the Issuer,
5. the amounts of the deposits placed at the Company and actually transferred to the Issuer,
6. the amounts of the banking accounts run by the Company and actually transferred to the Issuer.
According to the Agreement the final settlement of the transaction shall take place on 31 May 2013. The Issuer shall inform on the details of the settlement in a separate current report.
The Agreement was deemed significant by the Issuer as its value exceeded the threshold of 10% of the Issuer’s equity.
Legal basis: Article 56(1)(2) of the Polish Act of 25 July 2005 on public offering and the conditions for introducing financial instruments into an organized trading system and on public companies (Journal of Laws No. 184 item 1539 of 2005 later amended) in connection with §5 (1)(3) and §9 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).