31 Mar 2017 07:00
UNOFFICIAL TRANSLATION
30.03.2017 - Report 10/2017: PZU's information on obtaining by PZU the corporate authorisations for signing of annexes to the agreement on the sale of a block of Bank Pekao S.A. shares, the consortium agreement and the shareholders' agreement with PFR S.A and the signing of the above-mentioned annexes.
The Management Board of Bank Polska Kasa Opieki S.A. with its registered office in Warsaw ("Bank"), acting on the basis of Art. 17 sec. 1 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse 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 (Official Journal of the European Union L of 2014, No. 173, p. 1, as amended, hereinafter referred to as the "MAR"), hereby informs that on 29 March, 2017 Powszechny Zakład Ubezpieczeń ("PZU") announced by current report No 28/2017:
" Obtaining corporate authorisations for signing of annexes to the agreement on the sale of a block of Bank Pekao S.A. shares, the consortium agreement and the shareholders' agreement with PFR S.A. The signing of the above-mentioned annexes
Legal Basis: Art. 17 section 1 of MAR - confidential information
Body of the Report:
With reference to the Current Report no. 82/2016 of 8 December 2016 and Current Report no. 10/2017 of 23 January 2017, the Management Board of Powszechny Zakład Ubezpieczeń Spółka Akcyjna with its registered office in Warsaw ("PZU SA", the "Company"), acting on the basis of Art. 17 sec. 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the Council 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 (Official Journal of the EU of 2014, No. 173, p. 1, as amended, hereinafter referred to as the "MAR"), hereby informs you that PZU SA, Polski Fundusz Rozwoju S.A. ("PFR") and UniCredit S.p.A. ("UniCredit") have decided to simplify the structure of the transaction of purchase of a significant block of shares of Bank Polska Kasa Opieki S.A. (the "Bank") by PZU SA acting in a consortium with PFR from UniCredit (the "Transaction"). PZU SA informed about the signing of the agreement on the sale of a block of the Bank's shares (the "SPA") in the Current Report no. 82/2016 of 8 December 2016.
On 29 March 2017, the Management Board and the Supervisory Board of PZU SA consented to the conclusion with UniCredit and PFR of an annex to the SPA and to the conclusion with PFR of annexes to the consortium agreement and the shareholders' agreement. Subsequently, on 29 March 2017, PZU SA, PFR and UniCredit signed the annex to the SPA. On the same day PZU SA and PFR signed the annexes to the consortium agreement and the shareholders' agreement.
The said simplification of the structure of the Transaction consists mainly in the replacement of an indirect acquisition of shares by PZU SA (acquisition of an SPV from UniCredit) by a direct acquisition. The Transaction will not be made in two stages, but it will be implemented in a structure consisting in a direct acquisition by PZU SA and PFR of all of the shares of the Bank being the subject of the Transaction in one tranche. The parties to the SPA envisage that the acquisition of the entire agreed block of the Bank's shares will be performed on a one-time basis on the date of closing the Transaction, i.e.: PZU SA will directly purchase the Bank's shares representing approx. 20% of the total number of votes, and, at the same time, PFR will directly purchase the Bank's shares representing approx. 12.8% of the total number of votes.
Due to the change of the structure, the conditions precedent specified in the Current Report no. 82/2016 of 8 December 2016, on the fulfilment of which the implementation of the Transaction is conditional, will be simplified. In particular, the Seller will not be obliged to obtain a decision of the Polish Financial Supervisory Authority (PFSA) relating to the purchase of the Bank's shares by its SPV. Following the signing of the annex to the SPA, the conditions precedent of the Transaction include, in particular: (i) obtaining the consents of the antitrust authorities in Poland and Ukraine, and (ii) obtaining by PZU SA and PFR of the relevant consents or decisions of the PFSA. Whereby, as PZU SA informed in the Current Report no. 27/2017 of 27 March 2017, the condition of antitrust clearance in Ukraine was already satisfied.
The remaining terms and conditions of the Transaction provided for in the original version of the SPA will not change, in particular, neither the price nor the amount of the block of shares being acquired will change.
Due to the change of the structure of the Transaction and the signing of the annex to the SPA, PZU SA and PFR also concluded annexes to the consortium agreement and the shareholders' agreement, the purpose of which is to adjust the above-mentioned agreements to the new structure. The key terms and conditions of the agreements between PZU SA and PFR have not been changed."