1 Jun 2017 17:52
UNOFFICIAL TRANSLATION
1.06.2017 - Report 27/2017: Transaction concerning purchase by the Bank shares of Pekao Pioneer Investment Management S.A. - entering into preliminary share purchase agreement
The Management Board of Bank Polska Kasa Opieki S.A. with its registered seat in Warsaw (the "Bank"), acting on the basis of Art. 17 sec. 1 of Regulation (EU) No. 596/2014 of the European Parliament and of the European Council on market abuse and repealing Directive 2003/6/EC of the European Parliament and of the European Council and Commission's Directives 2003/124/EC, 2003/125/EC and 2004/72/EC (Official Journal of the European Union L of 2014, No. 173, as amended, "MAR"), hereby informs, that aiming at strategic strengthening of the position on asset management market, perceived as having attractive growth prospects, on 1st of June, 2017, the Bank, acting as a Buyer, has signed with Pioneer Global Asset Management S.p.A. with registered office in Milan ("PGAM") preliminary share purchase agreement regarding 14,746 (fourteen thousand seven hundred forty six) shares of Pioneer Pekao Investment Management S.A. with its registered seat in Warsaw ("PPIM"), which constitute 51% of PPIM shares and provide for 51% of total votes at the General Meeting of PPIM (the "Agreement"). PPIM owns 100% stake in share capital of the Pioneer Pekao Towarzystwo Funduszy Inwestycyjnych S.A. with its registered seat in Warsaw ("PP TFI").
Total consideration which will be paid to PGAM amounted to 140 (one hundred forty) million euro and includes also the price for 35% stake in Pekao Pioneer Powszechne Towarzystwo Emerytalne S.A..
As a result of purchasing shares mentioned above, the Bank will own 100% stake in share capital and total number of votes at General Meetings.
Entering by PGAM and the Bank into final share purchase agreement regarding shares of PPIM and transfer of shares of PPIM to the Bank, which terms and conditions are provided for in the Agreement, is conditional upon obtaining appropriate regulatory consent. If within the term of 12 months since signing the Agreement, this consent is not obtained, each party of the Agreement shall be entitled to withdraw from the Agreement within fifteen working days after expiration of the twelve months period following signing the Agreement.
Full control over the leader of investment funds in Poland would make possible accelerating further development of the company, facilitating the process of enriching products offer and its attractiveness. It will allow also the capturing of the opportunity for aggregation of the market.
It is assumed that results of transaction will have positive impact on the net profit presented in consolidated profit and loss statement of Bank's Group, by app. PLN 400 million, following revaluation of existing 49% stake in PPIM on the day of acquiring control over this company by the Bank. The settlement of acquisition of PPIM will be neutral on standalone profit and loss statement of the Bank.
Bank expects that impact of the transaction on the capital ratios of the Bank will not limit ability to keep paying out dividend consistent with existing Bank's practise also thanks to already planned actions, aimed at maintaining TCR ratio similar to current level.
This information constitutes inside information within the meaning of art. 7 of the MAR Regulation, concerning the Bank, which, if disclosed to the public, could have an impact on the price of its financial instruments.