Report No. 63/2013

17.09.2013 14:03
Extension of the period for accepting subscriptions in the public tender offer for shares in Nordea Bank Polska S.A. announced by PKO Bank Polski S.A., due to the legal prerequisites specified in the offer not being fulfilled.

Legal basis:

Paragraph 5 item 1 pt. 4 of the Regulation of the Minister of Finance on Current and Periodic Information by Issuers of Securities and on the Conditions for Recognising Information as Equivalent to that Required by the Provisions of Law of a State which is not a Member State of 19 February 2009.

Content of the report:

With reference to Current Report No. 37/2013 of 12 June 2013 on concluding an agreement with Nordea Bank AB (publ), a company registered in Sweden, concerning the acquisition by PKO Bank Polski S.A. (the “Bank”, “Offeror”) of shares in Nordea Bank Polska S.A. (“Nordea Bank Polska”), Nordea Polska Towarzystwo Ubezpieczeń na Życie S.A. and Nordea Finance Polska S.A. (the “Agreement”), the Bank announces that by 16 September 2013 the legal prerequisites specified in pt. 24 of the public tender offer for shares in Nordea Bank Polska announced by the Offeror on 19 June 2013 (the “Public Tender Offer”), included in the Public Tender Offer on the basis of the provisions of the Agreement, i.e. by the date stated above the following had not been issued and delivered to the Bank: (i) unconditional consent of the President of the Office of Competition and Consumer Protection to carry out a concentration involving the Bank’s acquisition of a controlling block of shares in Nordea Bank Polska (the “Shares”); (ii) a decision by the Polish Financial Supervision Authority (the “PFSA”) confirming that there is no objection to the acquisition by the Bank of Shares in a number resulting in exceeding a 50% stake in the share capital and the total number of votes at the general meeting of Nordea Bank Polska and that the statutory deadline for delivering a decision containing the PFSA’s objection to such acquisition has not passed.

Consequently, on the basis of Paragraph 7 item 3 point 1b of the Regulation on Forms of Public Tender Offers for Acquisition or Exchange of Shares in Public Companies, Detailed Rules for their Announcement and Conditions of Purchase of Shares under Such Public Tender Offers, of 19 October 2005 (the “Regulation on Public Tender Offers”), the Bank decided to extend the period for accepting subscriptions in the Public Tender Offer for Shares to 25 October 2013 inclusive. The following deadlines specified in the Public Tender Offer are changed:

Deadline for accepting subscriptions for Shares:
25 October 2013
Expected day for the transaction to acquire Dematerialised Shares at the Warsaw Stock Exchange:
30 October 2013
Expected day for the transaction to acquire Not-Dematerialised Shares:
30 October 2013
Expected day for settlement of the transaction to acquire Shares by the Central Securities Depository of Poland:
5 November 2013

The Bank expects that the aforementioned legal prerequisites of the Public Tender Offer will be fulfilled by the 16th day of the last month of the extended period for accepting subscriptions in the Public Tender Offer, i.e. by 16 October 2013, which deadline can be extended to 6 December 2013 if the aforementioned legal prerequisites of the Public Tender Offer are not fulfilled in the expected time.

The Offeror abides by its intention to acquire all shares in Nordea Bank Polska after the prerequisites specified in the Public Tender Offer have been fulfilled.

Contact for Investors

Dariusz Choryło

Director of Investor Relations
dariusz.chorylo@pkobp.pl

Investor Relations Department
ir@pkobp.pl