13 Jul 2016 07:00
NOT FOR RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN OR AUSTRALIA.
12.07.2016 - Report 15/2016: Information relating to the launching by UniCredit S.p.A. the sale of shares representing up to 10.0% of the share capital of Bank Pekao S.A. in the way of accelerated bookbuilding
The Management Board of Bank Pekao S.A. (the "Bank") hereby informs that today it becomes aware of the publication by UniCredit S.p.A. ("UniCredit") an announcement on the launching by UniCredit the transaction of the sale of shares representing up to 10.0% of the Bank's share capital in the way of accelerated bookbuilding containing the following information:
"UniCredit S.p.A. ("UniCredit"), following the resolution of its Board of Directors, announces the launch of an accelerated placement (the "Placement") of existing ordinary shares in its subsidiary Bank Pekao S.A. ("Pekao" or the "Company") representing up to 10.0% of the Company's existing share capital. The Placement is addressed to certain eligible institutional investors only, with final terms to be determined through an accelerated bookbuilding process.
The books for the Placement will open with immediate effect and may be closed at any time. Pricing and allocations are expected to be announced as soon as practicable following the closing of the books. UniCredit reserves the right to change the terms or timing of the placement at any time.
The Placement will enable UniCredit to further strengthen its capital position while retaining a controlling shareholding in the Company.
In the context of the Placement, UniCredit has agreed to a 90 day lockup period with respect to its remaining shareholding in Pekao, subject to customary carve-outs.
This transaction, following closely after the successful placing of 10% per cent of FinecoBank's ordinary share capital concluded this morning, 12 July, 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 have been appointed by UniCredit to act as Joint Bookrunners for the Placement.
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.
The Placement 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 Corporate & Investment Banking and has not been independently verified by Morgan Stanley & Co. International plc, Citi, UBS Limited and UniCredit Corporate & Investment Banking or UniCredit.
Morgan Stanley & Co. International plc, Citi, UBS Limited and UniCredit Corporate & Investment Banking 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 Corporate & Investment Banking may participate in the offering on a proprietary basis."
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