Spinning off Getin Noble Bank from the Getin Holding Group

By the end of June 2011, the Company announced that it intended to make strategic changes in the Capital Group structure. The main, yet not the only, change was the spinning off of Getin Noble Bank from the group through Allianz Bank, a company that the group had previously taken over.

The spin-off benefits:

  1. an increase of the free float of the Getin Noble Bank stock, which will make its valuation more market-driven;
    1. satisfaction of the commitment made to the Polish Financial Supervision Authority (KNF) to increase the free float of the Getin Noble Bank stock to a minimum of 15% within 3.5 years of the merger of Getin Bank and Noble Bank in January 2010
  2. separating the mature bank that enjoys an established position in the market from start-up and foreign units
    1. separating units that incur different level and type of risks
    2. clearer structure that makes the analysis and evaluation of the units simpler
    3. eliminating negative synergies in the group (such as consolidation adjustments)
  3. the applied transaction model is business and tax neutral
  4. Getin Holding taking control over Idea Bank (one of the process elements)
    1. increase in the Getin Noble Bank equity by the sale of Idea Bank shares to Getin Holding
    2. avoiding charging the Getin Noble Bank equity and solvency ratio thanks to Getin Holding taking over the obligation to increase Idea Bank capital

 

Stages:

  1. Transformations within the group
    1. (31.05.2011) acquisition of a 100% stake in Allianz Bank Polska, subsequently renamed Get Bank
    2. (22.09.2011) taking direct control over Idea Bank through the issuance of new shares in Idea Bank to be taken by Getin Holding
      1. PLN 250m increase in the Idea Bank capital
      2. consequently, the Holding’s share in the capital increased to 62.95% and 60.56% votes at GM
    3. (30.09.2011) Idea Bank takes control over PDK (acquisition of shares)
    4. (01.12.2011) Provista takes control over PDK (transferring assets) to be renamed PDK
    5. (13.12.2011) dematerialisation of the existing shares of Get Bank
  2. Spin-off
    1. (02.01.2012) the court's registration of the increase of the Get Bank's share capital by the value of the spun-off unit
    2. (04.01.2012) Getin Holding share price adjustment by the value of the spun-off assets
    3. (20.01.2012) Get Bank's debut (Existing Shares and Spin-off Issue Shares) at the WSE
  3. Merger
    1. (01.06.2012) The merger of Get Bank and Getin Noble Bank was registered by the court, and the name of Get Bank was changed to Getin Noble Bank.

 

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