2013-03-18 09:15:58 -
This announcement is not an offer of securities for sale in the United States,
Canada, Japan or Australia. Any securities referred to herein may not be offered
or sold in the United States, Canada, Japan or Australia absent registration or
an exemption from registration. No public offering of any securities referred to
herein will be made in the United States, Canada, Japan or Australia.
Press Release
Outside trading hours - Regulated information*
Brussels, 18 March 2013
KBC Bank places its 16.2% of Bank Zachodni WBK in the market as Banco Santander
will sell up to 5.2% of its Polish unit
KBC and Banco Santander today announce a secondary offering of up to 19,978,913
shares in Bank Zachodni WBK by way of a fully marketed follow-on offering (the
"Offering"). Through
the Offering, KBC plans to sell 15,125,964 shares
constituting 16.17% of BZ WBK current shares outstanding and Santander is
expected to sell a minimum of 195,216 additional shares (constituting 0.21% of
current shares outstanding) and up to 4,852,949 shares (constituting 5.19% of BZ
WBK current shares outstanding). Assuming the Offering is completed in full, the
free float of BZ WBK following the Offering would be c.30%.
The placement of these shares would allow Banco Santander to fulfill its
commitment towards the Polish regulator that 30% of the capital of BZ WBK is in
hands of other minority investors before the end of 2014. Banco Santander will
continue to be the controlling shareholder in BZ WBK.
The Selling Shareholders will grant the underwriters a reverse greenshoe option
in relation to up to 10% of the final Offering size. KBC and Santander will each
commit to be locked-up for a period of 90 days, and BZ WBK for a period of 180
days, following the closing of the Offering.
The Offering will be made to eligible institutional investors and within an
indicative price range of PLN240 to PLN270. The final sale price will be
determined through a bookbuilding process that will begin today, Monday 18 March
2013, and is expected to end no later than Thursday 21 March 2013.
Deutsche Bank, Citi, Morgan Stanley, BofA Merrill Lynch, Credit Suisse, KBC
Securities and Santander Investment are Joint Global Coordinators and Joint
Bookrunners. Dom Maklerski BZ WBK is Joint Global Coordinator, Joint Bookrunner
and Offering Agent. Goldman Sachs International and UBS Investment Bank are
acting as Joint Bookrunners, while Dom Maklerski PKO BP, ING, Royal Bank of
Canada and Société Générale are acting as Co-Lead Managers.
For further information, please contact:
Wim Allegaert, General Manager, Investor Relations, KBC Group
Tel +32 2 429 50 51 E-mail
wim.allegaert@kbc.be
Viviane Huybrecht, General Manager, Corporate Communication/Spokesperson, KBC
Group
Tel +32 2 429 85 45 E-mail
pressofficekbc@kbc.be
Information about BZ WBK
BZ WBK is a universal bank offering a wide range of products and services to
both retail and corporate customers. Historically, the strength of BZ WBK has
been in business and corporate banking and BZ WBK has achieved strong market
positions in this market segment. Over the past few years BZ WBK has expanded
its presence in retail banking by increasing its branch presence and its retail
loan book. As of 31 December 2012, the BZ WBK Group's market share in terms of
total gross loans and deposits stood at 4.3% and 5.3%, respectively, according
to data from the National Bank of Poland. BZ WBK's traditional banking product
range has been supplemented by other financial products and services offered by
BZ WBK subsidiaries, including Dom Maklerski BZ WBK. The BZ WBK Group has
established a strong presence in brokerage (a 7.3% market share in equity market
trading and 11.9% market share in future contracts market trading according to
data from the WSE for 2012).
The core pillars of the BZ WBK Group's strategy are a strong capital and funding
position, a focus on risk management and efficiency, and a strong corporate
culture. The BZ WBK management team has over the past several years focused on
diversifying the income of BZ WBK, targeted growth in the most profitable market
segments, and placed a strong emphasis on customer service and satisfaction. The
results of this strategy and approach to business have been a balanced growth in
loans and deposits and an increased presence in the profitable retail and SME
segments, all of which have led to a strong and stable financial performance. BZ
WBK has been one of the most profitable banks in Poland in terms of ROE and has
had one of the strongest net income growth rates in the Polish banking sector in
recent years.
On 4 January 2013, BZ WBK merged with Kredyt Bank, a medium sized credit
institution with a strong focus on retail banking and the mortgage market. The
Merger resulted in the BZ WBK Group becoming (together with Poland's two largest
banks, PKO Bank Polski and Bank Pekao) one of the three leading banks in the
country, with a significant gap between them and the rest of the market in terms
of the size of their respective branch networks. The BZ WBK Group's market share
in terms of total loans and total deposits increased to 7.5% and 8.7%
respectively according to data from NBP, and the BZ WBK Group improved its
position in retail banking and, in particular, in the mortgage market.
As of 31 December 2012, the BZ WBK Group had a network of 889 branches
comprising 519 BZ WBK branches and 370 Kredyt Bank branches. In addition, the BZ
WBK offers its services through SME and Business & Corporate Centers located in
all the major regions of the country. The BZ WBK Group also utilizes other
distribution channels, including online banking, call centers, mobile banking
and an ATM network. The customer base of the BZ WBK Group following the Merger
increased substantially as a result of acquisition of the Kredyt Bank Group
customers. As of 31 December 2012, the aggregated customer base of the BZ WBK
Group and the Kredyt Bank Group had approximately 4.1 million clients, including
3.8 million individual customers, 274.5 thousand SME customers and 7.3 thousand
corporate customer groups.
***
DISCLAIMER
NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN OR TRANSMITTED IN OR
INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES OR POSSESSIONS, ANY
STATE AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), AUSTRALIA, CANADA,
JAPAN OR SOUTH AFRICA.
This announcement does not comprise a prospectus for the purposes of Directive
2003/71/EC or any other applicable laws, rules or regulations and does not
contain or constitute or form part of any offer or invitation, or any
solicitation of an offer, for securities referred to herein and should not be
relied on in connection with any contract or commitment whatsoever. Neither this
announcement nor anything contained herein shall form the basis of, or be relied
upon in connection with, any offer or commitment whatsoever in any jurisdiction.
Any offer to acquire securities referred to herein pursuant to any potential
offering of shares in BZ WBK (the "Offering") will be made, and any investor
should make his investment decision solely on the basis of the appropriate and
final offering document which may be made available to the selected investors in
due course in connection with the Offering.
The contemplated sale of securities referred to herein and the distribution of
this announcement and other information in connection with the contemplated sale
of securities referred to herein in certain jurisdictions may be restricted by
law and persons into whose possession any document or other information referred
to herein comes should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the
solicitation of an offer to buy, any shares in BZ WBK to any person in the
United States, Australia, Canada or Japan or in any jurisdiction to whom or in
which such offer or solicitation is unlawful. The shares in BZ WBK referred to
herein (the "Shares") may not be offered or sold in the United States unless
registered under the US Securities Act of 1933 (the "Securities Act") or offered
in a transaction exempt from, or not subject to, the registration requirements
of the Securities Act. The potential offer and sale of the Shares has not been
and will not be registered under the Securities Act or under the applicable
securities laws of Australia, Canada or Japan. Subject to certain exceptions,
the Shares may not be offered or sold in Australia, Canada or Japan or to, or
for the account or benefit of, any national, resident or citizen of Australia,
Canada or Japan.
This announcement is directed only at (i) persons who are outside the United
Kingdom, (ii) investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the
"Order") and (iii) high net worth entities, and other persons to whom it may
lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or
(iv) other persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets
Act 2000) in connection with the Offering may lawfully be communicated or caused
to be communicated (all such persons together being referred to as "relevant
persons"). Any investment activity to which this announcement relates will only
be available to and will only be engaged with, relevant persons. Any person who
is not a relevant person should not act or rely on this announcement or any of
its contents. The contemplated sale of securities referred to herein will not be
made to the public in the United Kingdom.
This announcement is for promotional purposes only and under no circumstances
shall constitute an offer or invitation, or form the basis for a decision, to
invest in the securities of BZ WBK.
This announcement does not constitute a recommendation within the meaning of the
Regulation of the Polish Minister of Finance Regarding Information Constituting
Recommendations Concerning Financial Instruments or Issuers Thereof dated 19
October 2005.
No reliance may be placed for any purpose whatsoever on the information
contained in this announcement. Such information is for background purposes
only, may be subject to change and may not be complete or accurate.
Acquiring securities to which this announcement relates may expose an investor
to a significant risk of losing all of the amount invested. Persons considering
investment should consult an authorized person specializing in advising on such
investments. This announcement does not constitute a recommendation concerning
the Offering. The value of shares can decrease as well as increase. Potential
investors should consult a professional advisor as to the suitability of the
Offering for the person concerned.
Deutsche Bank, Citi, Morgan Stanley, BofA Merrill Lynch, Credit Suisse, KBC
Securities, Santander Investment, Dom Maklerski BZ WBK, Goldman Sachs
International, UBS Investment Bank, Dom Maklerski PKO BP, ING, Royal Bank of
Canada (RBC Europe Limited) and Société Générale (the "Managers") are acting
for
KBC, Santander and BZ WBK and no one else in connection with the contemplated
sale of the Shares, and will not be responsible to anyone other than KBC,
Santander and BZ WBK for providing the protections afforded to their clients nor
for providing advice in connection with the contemplated sale of the Shares.
This announcement may contain projections or other forward-looking statements
regarding future events or the future financial performance of BZ WBK. You can
identify forward-looking statements by terms such as 'expect',
'believe',
'anticipate', 'estimate', 'intend', 'will', 'could',
'may' or 'might' or other
similar expressions or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans, objectives, goals,
future events or intentions. KBC and Santander wish to caution you that these
statements are only predictions and that actual events or results may and often
do differ materially. Any forward-looking statements reflect KBC and Santander's
current view with respect to future events and are subject to risks relating to
future events and other risks, uncertainties and assumptions relating to BZ
WBK's business, results of operations, financial position, liquidity, prospects,
growth or strategies. Forward-looking statements speak only as of the date they
are made and each of KBC, Santander, the Managers and their respective
affiliates disclaims any obligation or undertaking to update these statements to
reflect events and circumstances occurring after the date hereof; to reflect the
occurrence of unanticipated events or as a result of new information or
otherwise. Many factors could cause the actual results to differ materially from
those contained in projections or forward-looking statements of BZ WBK,
including risks specifically related to BZ WBK and its operations.
In connection with the Offering, the Managers and any of their affiliates,
acting as investors for their own accounts, may purchase Shares and in that
capacity may retain, purchase, sell, offer to sell or otherwise deal for their
own accounts in such Shares and other securities of BZ WBK or related
investments in connection with the Offering or otherwise. Accordingly,
references in any applicable offering document, if produced and made available
to any investors, to the Shares being offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any offer to, or subscription,
acquisition, placing or dealing by, the Managers and any of their affiliates
acting as investors for their own accounts. The Managers do not intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligations to do so.
None of the Managers or any of their respective directors, officers, employees,
advisers or agents accepts any responsibility or liability whatsoever for or
makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement (or whether any
information has been omitted from the announcement) or any other information
relating to BZ WBK, its subsidiaries or associated companies, whether written,
oral or in a visual or electronic form, and howsoever transmitted or made
available or for any loss howsoever arising from any use of this announcement or
its contents or otherwise arising in connection therewith.
*This news item contains information that is subject to the transparency
regulations for listed companies
KBC Group NV Havenlaan 2 - 1080 Brussels
KB_BZ WBK_offering_EN:
hugin.info/133947/R/1685812/552437.pdf
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(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: KBC Groep via Thomson Reuters ONE
[HUG#1685812]
