Getin Noble Bank (GNB)
Current report 70/201415.05.2014
CONCLUSION OF A CONDITIONAL SIGNIFICANT AGREEMENT ON PURCHASE OF RECEIVABLES PORTFOLIO
The Management Board of Getin Noble Bank S.A. with its registered office in Warsaw (”Issuer”) hereby announces that on 15 May 2014 the Issuer concluded with VB Leasing Polska S.A. with its registered office in Wroclaw (“VBL PL”) a conditional agreement on the purchase by the Issuer from VBL PL a portfolio of receivables under lease and loan agreements due to VBL PL from its clients (“Conditional Agreement”).
The subject matter of the Conditional Agreement shall be receivables under lease and loan agreements, which delay in repayment shall not exceed 30 days (“Receivables”). The Issuer informs that within the purchase of Receivables the Issuer shall not become a party to the lease and loan agreements and shall not obtain ownership of the leased objects.
The parties jointly agreed that the conclusion of the Conditional Agreement shall not result in transferring the Receivables to the Issuer in the meaning of Article 510(1) of the Polish Code of Commercial Companies and Partnerships unless the following conditions are met:
1. Getin Holding S.A. with its registered office in Wroclaw shall purchase under separate agreement all shares of VBL PL and VB Leasing Rumunia owned by VB Leasing International Holding GmbH (“Agreement”), and
2. The Supervisory Board of VBL PL shall give consent to the sale and transfer of the Receivables to the Issuer pursuant to the provisions of the Conditional Agreement, and
3. The remuneration amount for the Receivables purchased by the Issuer shall be transferred from the Escrow account (reserved account) to the account run by Österreichische Volksbanken-Aktiengesellschaft with its registered office in Vienna („VBAG”) for VBAG, DZ Bank AG with its registered office in Frankfurt or for other creditor taking part in financing organized by the shareholder.
In the case where none of the aforementioned conditions is met until 31 December 2014, the Conditional Agreement shall expire with no legal effects either for the Issuer or VBL PL.
As the remuneration for the Receivables purchased by the Issuer is concerned, the Issuer informs that the final purchase price shall be determined at a later date on the basis of the sum of the nominal value of the Receivables and of the discounted interest. This fact results from the necessity of the Issuer to technically review the Receivables to be purchased. However, the preliminary assessment made by the Issuer shows that the expected purchase price of the Receivables shall exceed 10% of the Issuer’s equity. The Issuer shall inform on the final remuneration amount in a separate report.
The Conditional Agreement includes the following securities in order to secure the payment to the Issuer of the amounts due to the purchased Receivables:
1. Assignment/ agreement on the transfer of ownership of the subject of lease agreements,
2. Deposit in the amount of PLN 6 mm, which VBL PL is ordered to transfer into the Issuer’s account,
3. Civil guarantee granted by Idea Bank S.A. with its registered office in Warsaw on the basis of a separate guarantee agreement, which shall be concluded between the Issuer and Idea Bank S.A.
The parties jointly agreed that VBL PL shall bear full responsibility for the clients’ solvency as well as for the timeliness of their payments. VBL PL shall be unconditionally obliged to pay all instalments and amounts due arising from the agreements included in the Receivables in cases and on terms determined in the Conditional Agreement. In case of delay, the Issuer shall charge default interest on instalments and other amounts due in the amount fixed in the agreement with the client as well as contractual interest, and VBL PL shall bear responsibility for payment of the interest. Additionally in case of fulfillment of conditions stipulated in the Conditional Agreement, VBL PL shall be obliged to repurchase the Receivables.
In the case where VB Leasing International Holding GmbH withdraws from the Agreement on terms stipulated in the Agreement, the Conditional Agreement shall automatically expire.
In the opinion of the Management Board of the Issuer, other conditions of the Conditional Agreement do not differ from terms and conditions generally applied in this type of agreements. The Conditional Agreement does not stipulate any contractual financial penalties.
The Conditional Agreement is deemed significant agreement due to the fact that as it was presented above, in the opinion of the Issuer, the value of the subject of the Conditional Agreement shall exceed 10% of the Issuer’s equity.
Legal basis: Article 56(1)(2a) 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 of 2005, No. 184, item 1539 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 later amended).