13 Jul 2016 11:48
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
13.07.2016 - Report 16/2016: Information on the determination by UniCredit S.p.A. the selling price and number of shares in the sale of shares consisting approximately 10.0 % of the share capital of Bank Pekao S.A. in the way of accelerated book building
The Management Board of Bank Pekao S.A. (the "Bank") hereby informs that became aware on publication by UniCredit S.p.A. ("UniCredit") an announcement on the determination by UniCredit the selling price and number of shares sold in the sale of shares consisting approximately 10.0 % of the share capital of the Bank in the way of accelerated bookbuilding with the following information:
"Further to the press release published today, UniCredit S.p.A. ("UniCredit") announces that it has sold 26.2 million existing ordinary shares in Bank Pekao S.A. ("Pekao" or the "Company") to institutional investors, corresponding to approximately 10.0% of the Company's issued share capital, at a price of 126 PLN per ordinary share in an accelerated placement (the "Placement").
Gross proceeds raised by UniCredit from the Placement amounted to approximately PLN 3.3 billion (equal to c. € 749 million*). The price represents a discount of approximately 6% to the last pre-announcement closing price of Pekao and is estimated to translate to an increase of approximately 12 basis points in the UniCredit Group CET1 ratio.
After the completion of the Placement, UniCredit continues to hold a controlling shareholding in Pekao, corresponding to 40.1% of the Company's share capital. In the context of the Placement, UniCredit has agreed to a 90 days lock-up period with respect to its remaining controlling shareholding in Pekao, subject to customary carve-outs.
This transaction, following closely after the successful placing of 10% of FinecoBank's ordinary share capital concluded this morning, is another firm indication that UniCredit will act decisively and swiftly to seize value creative opportunities in line with its renewed focus on strictly disciplined capital management and pro-active capital optimisation actions. In the meantime, UniCredit confirms its key focus on delivering its unique Western, Eastern and Central European network to its extensive client base.
Morgan Stanley & Co. International plc, Citigroup, UBS Limited and UniCredit Corporate & Investment Banking acted as Joint Bookrunners for the Placement.
* Assuming EUR/PLN exchange rate equal to 4.4171 (ECB foreign exchange reference rate as of 12 July 2016)."
Legal basis:
Article 17 sec. 1 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC
Legal disclaimer
The communication constitutes fulfillment of disclosure obligations to which the Bank is subject a public company with shares listed on a regulated market in Poland and is not an offer for sale of securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). UniCredit does not intend to register any portion of the Placement in the United States, and does not intend to conduct a public offering of securities in the United States.
This communication in the United States is intended only for QIBs and by accepting delivery of this communication in the United States you confirm that you are a QIB. The securities referred to herein may only be sold pursuant to Regulation S of the Securities Act and in the US, pursuant to an exemption from the Securities Act, strictly only to a limited number of QIBs (as defined in Rule 144A under the Securities Act) and in certain other countries only to authorised professional institutional investors. The securities are "restricted securities" as defined in Rule 144A under the Securities Act and any allocation will only be made on the basis the purchaser executes an investor representation letter.
Distribution in Canada to Accredited Investors in Ontario and Quebec, might only be available to accounts which are also permitted clients.
The material set forth herein is for information purposes only and is not an offer to sell, or the solicitation of an offer to buy, any securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful and, in particular, is not for release, publication or distribution in or into the United States, Australia, Canada or Japan.
The publication of this information does not constitute the making available of information to
promote the purchase or acquisition of securities or an inducement of their purchase or acquisition within the meaning of Article 53 section 1 of Polish Act of 29 July 2005 on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies, as amended (the "Act on Public Offering"), and does not constitute a promotional campaign within the meaning of Article 53 of the Act on Public Offering.
This communication and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this communication or any subsequent offer should inform themselves about and observe any such restriction and must not under any circumstances forward this communication to any other person. Failure to comply with such restrictions may violate securities laws of any such jurisdiction.
This communication is only addressed to and directed at persons in Member States of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive. In addition, in the United Kingdom, this communication is being distributed to, and is directed only at, qualified investors who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), (ii) persons falling within any of the categories of persons described in Article 49 of the Financial Promotion Order and (iii) any other persons to whom it may otherwise lawfully be made (all such persons together being referred to as "relevant persons").
Any investment or investment activity to which these materials relate are available only to relevant persons in the United Kingdom and qualified investors in any member state of the European Economic Area other than the United Kingdom, and will only be engaged with such persons.
Any investment decision to buy shares must be made solely on the basis of publicly available information. Such information is not the responsibility of Morgan Stanley & Co. International plc, Citi, UBS Limited and UniCredit Bank AG and has not been independently verified by Morgan Stanley & Co. International plc, Citi, UBS Limited and UniCredit Bank AG or UniCredit.
Morgan Stanley & Co. International plc, Citi, UBS Limited and UniCredit Bank AG are acting for UniCredit and no one else in connection with the offering and will not be responsible to anyone other than UniCredit for providing advice or protections afforded to clients in relation to any transaction or any matters referred to this communication.
Each of Morgan Stanley & Co. International plc, Citi, UBS Limited and UniCredit Bank AG may participate in the offering on a proprietary basis.