Report No. 79/2013

Legal basis:

Article 56 Section 1 item 1 of the Act of 29 July, 2005 on public offering and the conditions for introducing financial instruments to the organized trading system, and on public companies and 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 significant agreement with Nordea Bank AB (publ), a company registered in Sweden, concerning the acquisition by PKO Bank Polski S.A. (the “Bank”) 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 as of 16 November 2013 the prerequisite specified in pt. 24 (iii) of the public tender offer for shares in Nordea Bank Polska (“Shares”) announced by the Bank on 19 June 2013 (the “Public Tender Offer”) and in the Agreement as condition precedent had not been fulfilled. As of 16 November 2013 a decision by the Polish Financial Supervision Authority (the “PFSA”) confirming that there is no objection to the acquisition by the Bank the 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 had not been issued and delivered to the Bank and the statutory deadline for delivering a decision containing the PFSA’s objection to such acquisition has not passed. Therefore, according to the Agreement, the Bank decided not to extend the period for accepting subscriptions in the Public Tender Offer for Shares after 25 November 2013 and did not decide to acquire the Shares in spite of nonfulfillment of the prerequisite (condition precedent) mentioned above. As a result, the Public Tender Offer will expire on 25 November 2013 and the Shares will not be acquired by the Bank under this Public Tender Offer.

The Bank maintains its intention to acquire all shares in Nordea Bank Polska, Nordea Polska Towarzystwo Ubezpieczeń na Życie S.A., Nordea Finance Polska S.A. according to the conditions specified in the Agreement. 

According to the Agreement, the Bank intends to announce, within 10 business days from the expiry of the subscription period for Shares under the Public Tender Offer, i.e. 25 November 2013, a repeated public tender offer for Shares representing 100% of shares in the share capital of Nordea Bank Polska and 100% votes at the general meeting of this entity.