REG - Nova Ljubljanska Addiko Bank AG - NLB Announcement pursuant to Sec 5 ATA
16/05/2024 07:00
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RNS Number : 6325O Nova Ljubljanska Banka d.d. 15 May 2024
Date: 15 May 2024
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VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Press Release / Announcement pursuant to Sec 5 ATA
Pursuant to the Rules of the Ljubljana Stock Exchange and Article 158 of the
Market in Financial Instruments Act, relating to the Article 17 of the
Regulation (EU) No 596/2014 Nova Ljubljanska banka d.d., Ljubljana, Trg
republike 2, 1000 Ljubljana announces its intention to launch a voluntary
public takeover offer aimed to acquire control over Addiko Bank AG ("Addiko")
Nova Ljubljanska banka d.d., Ljubljana ("NLB") announces its intention to
launch an all-cash voluntary public takeover offer aimed to acquire control
over Addiko Bank for all issued and outstanding Addiko shares (the "Offer")
for a consideration of EUR 20.00 per Addiko share on a cum dividend basis
("Share Offer Price").
NLB currently holds no shares in Addiko and intends to acquire a significant
majority shareholding in Addiko by launching the Offer.
The Share Offer Price of EUR 20.00 represents a very attractive and rare
liquidity event for all Addiko's shareholders to exit and sell all their
Addiko shares. The Share Offer Price implies a premium of 22.15% compared to
the six-month volume-weighted average share price of EUR 16.37. It also
implies a premium of 4.99% compared to the stock market closing price as of 15
May 2024, the last trading day prior to NLB's announcement to launch a full
takeover offer for Addiko and a premium of 32.01% compared to the closing
share price of EUR 15.15 on 22 March 2024, the last closing share price prior
to Agri Europe Cyprus Limited's announcement on 25 March 2024 that it intended
to launch a partial tender offer for shares in Addiko.
Blaž Brodnjak, NLB's CEO, commented:
"NLB has been impressed by the development of Addiko Group's capabilities as a
specialist consumer and SME bank, with an increasingly important digital
delivery model. We believe that these capabilities would meaningfully
complement NLB's universal banking model and accelerate the delivery of our
ambitions that we recently communicated as part of our Strategy 2030. In
addition to providing NLB Group with greater scale and capability in four of
our existing countries of presence (Slovenia, Serbia, Bosnia-Herzegovina and
Montenegro), Addiko would add to our home geographies also for us after the
adoption of EUR and activation of the "Schengen border regime" extremely
important market of the neighboring Republic of Croatia, the largest economy
in our Home Region, the bridge to all other markets and the only one in which
NLB is not currently present."
Mr. Brodnjak added:
"Since 2020, NLB has developed a strong acquisition track record. We believe
that Addiko's shareholders should consider our proposed price, the ability to
fully divest of their shares and NLB's proven track record of successfully
completing announced transactions as being highly attractive. We very much
hope to welcome Addiko's esteemed customers and talented team to the NLB
family."
The completion of the Offer will be subject to obtaining a significant
majority shareholding in Addiko, clearances from the relevant banking and
merger control authorities as well as further customary market closing
conditions.
The offer memorandum with all necessary enclosures will be immediately filed
with the Austrian Takeover Commission and NLB plans to publish the offer
memorandum in line with the Austrian Takeover Act. Details on the contents and
scope of the Offer will be set out in the offer memorandum.
Provided that the offer memorandum for this Offer is published in due course
and Agri Europe Cyprus Limited launches the partial offer it has announced on
25 March 2024 in accordance with the rules under the Austrian Takeover Act
("Agri PTO"), this Offer will qualify as a competing offer to the Agri PTO. In
such case, all Addiko shareholders that accept the Agri PTO prior to the
publication of the offer memorandum for the Offer launched by NLB can withdraw
from their respective declaration of acceptance for the Agri PTO until four
trading days prior to the end of the Agri PTO acceptance period and tender
their Addiko shares into this Offer launched by NLB for the Share Offer Price
of EUR 20.00.
About Nova Ljubljanska banka d.d., Ljubljana:
NLB, along with its consolidated subsidiaries and affiliates (collectively,
the "NLB Group"), is the largest banking and financial group in Slovenia and
the largest financial group to be ultimately headquartered in the countries of
the former Yugoslavia. NLB's corporate seat is in Ljubljana and its registered
office is Trg Republike 2, 1000 Ljubljana, Republic of Slovenia.
NLB's shares are listed on the Prime Market of the Ljubljana Stock Exchange
and global depositary receipts representing shares are listed on the Main
Market of the London Stock Exchange. As at the close of business on 15 May
2024, NLB had an equity market capitalisation of EUR 2,210 million.
As at 31 March 2024, the NLB Group had 408 branches, 2.9 million active
customers, total assets of EUR 26,026 million, net customer loans of EUR
13,860 million, customer deposits of EUR 20,472 million and shareholders'
equity of EUR 3,036 million.
NLB is one of the 112 systemic banks supervised by the European Central Bank.
In addition to its presence in Slovenia, NLB currently has banking operations
in five other countries, namely Bosnia & Herzegovina (operating via two
banks), Montenegro, Kosovo, North Macedonia and Serbia.
Since 2020, NLB has successfully completed two material acquisitions in the
banking sector, namely Komercijalna Banka in Serbia and its subsidiary
Komercijalna banka in Montenegro in 2020 and Sberbank Slovenia (later named "N
Banka") in 2022. All of these banks were successfully integrated into NLB
Group, with Komercijalna Banka Beograd being merged with NLB Banka Beograd,
Komercijalna banka Podgorica with NLB Banka Podgorica and N Banka fully
integrated into NLB d.d. In November 2023, NLB entered into an agreement to
acquire a 100% shareholding in SLS HOLDCO, holdinška družba, the parent
company of Summit Leasing Slovenija and its Croatian subsidiary, Mobil
Leasing. This transaction is pending completion.
Additional information can be found at www.nlb.si.
Deloitte svetovanje d.o.o. acts as financial advisors to NLB. Schönherr
Rechtsanwälte GmbH is NLB's Austrian legal advisor and representative and
authorized recipient vis à vis the Takeover Commission
(Übernahmekommission).
Inquiry note:
NLB Investor relations: ir@nlb.si (mailto:ir@nlb.si)
NLB Communications: oj@nlb.si (mailto:oj@nlb.si)
Important note:
This announcement is made pursuant to Section 5 para 3 of the Austrian
Takeover Act ("ATA") and is neither an offer to purchase nor a solicitation to
sell securities in Addiko Bank AG. The final terms and conditions of the Offer
will be published in the offer memorandum in accordance with the ATA once the
Austrian Takeover Commission will neither have prohibited the publication of
the offer memorandum nor have prohibited the implementation of the Offer. The
offer memorandum and all other documents in connection with the Offer will
contain important information, investors and holders of shares in Addiko Bank
AG are strongly advised to review them.
The Offer will be made exclusively on the basis of the applicable provisions
of Austrian and EU law and in accordance with certain provisions of the
securities laws of the United States of America applicable to cross-border
tender offers. Subject to the exceptions described in the offer memorandum and
any exceptions granted by competent regulatory authorities, the Offer will not
be made, directly or indirectly, in or into Australia, Canada, Hong Kong, New
Zealand, South Africa or any other jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory or criminal
exposure if information concerning the Offer is sent or made available to
holders of shares of Addiko Bank AG in that jurisdiction (together, the
"Restricted Jurisdictions") by use of mail or any other communication means or
instrumentality (including, without limitation, facsimile transmission,
electronic mail, telex, telephone and the internet) of interstate or foreign
commerce, or of any facility of national securities exchange or other trading
venue, of a Restricted Jurisdiction, and the Offer cannot be accepted by any
such use or by such means, instrumentality or facility of, in or from, a
Restricted Jurisdiction.
Accordingly, this announcement or any documentation relating to the Offer are
not being and should not be, directly or indirectly, sent, mailed or otherwise
distributed or forwarded in, into or from a Restricted Jurisdiction where to
do so would violate the laws in that jurisdiction. Persons receiving this
announcement, the offer memorandum, any related documentation including but
not limited to forms of acceptance must not mail or otherwise distribute or
send them in, into or from such jurisdictions as doing so may invalidate any
purported acceptance of the Offer. Accordingly, no announcements, approvals or
authorizations for the Offer have been made, arranged for or granted outside
Austria.
Holders of securities of Addiko Bank AG should not rely on the investor
protection laws of any jurisdiction other than Austria, including the EU legal
acts. NLB therefore assumes no responsibility for compliance with laws other
than Austrian law or applicable in Austria in respect of the Offer.
To the extent permissible under applicable law or regulation, NLB and persons
acting on its behalf may purchase, or conclude agreements to purchase, shares
in Addiko Bank AG, directly or indirectly, or enter into derivative
transactions with respect to the shares in Addiko Bank AG, outside of the
Offer, before, during or after the period in which the Offer remains open for
acceptance. This also applies to other securities which are directly
convertible into, exchangeable for, or exercisable for shares in Addiko Bank
AG. These purchases may be completed via the stock exchange at market prices
or outside the stock exchange in negotiated transactions. Any information
about such purchases will be dis-closed as required by law or regulation in
Austria or any other relevant jurisdiction.
Statements in this notification relating to future status or circumstances,
including statements regarding future performance, growth and other trend
projections and other benefits of the Offer, are forward looking statements.
These statements may generally, but not always, be identified by the use of
words such as "anticipates", "intends", "expects", "believes", or similar
expressions. By their nature, forward looking statements involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. There can be no assurance that actual results will
not differ materially from those expressed or implied by these forward-looking
statements due to many factors, many of which are outside the control of NLB.
Any such forward-looking statements speak only as of the date on which they
are made and NLB has no obligation (and undertakes no such obligation) to
update or revise any of them, whether as a result of new information, future
events or otherwise, except for in accordance with applicable laws and
regulations.
Investor Relations
NLB d.d., Ljubljana
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