NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA OR JAPAN
- 7 – 20 October 2009 will be the subscription period for shares in the rights issue of PKO Bank Polski for the exercise of pre-emptive rights, as well as, additional subscriptions. Subscriptions for shares will be accepted at branches of PKO Bank Polski, customer service points of Dom Maklerski PKO BP, and at brokerages all over Poland
- Shareholders will be offered 250 million Series D shares
- The subscription price is PLN 20.50 per share
- The number of shares in the new issue attributable to one pre-emptive right is: 0.25. 1 old share results in one pre-emptive right. 4 pre-emptive rights will entitle the holder to subscribe for 1 share in the new issue
- The Company intends to use the proceeds primarily for the development of its loan operations, strengthening its position as the largest retail lender in Poland
- BofA Merrill Lynch and Deutsche Bank are the Global Coordinators and Joint Bookrunners, UniCredit CAIB Poland is Joint Bookrunner, and Dom Maklerski PKO BP serves as Offering Agent and Domestic Co-Bookrunner
"The share issue is a key step in the growth of our Bank," said Zbigniew Jagiełło, CEO of PKO Bank Polski. "Thanks to the share capital increase, we will be able to strengthen our position as the leader in the Polish banking market. We plan to use most of the proceeds to develop our loan activity in the two key segments: retail and corporate." Rights Issue The issue of new shares is directed to investors holding pre-emptive rights. Pre-emptive rights will be received by investors who hold PKO Bank Polski shares in their securities accounts at the end of the day on 6 October. However, due to the Warsaw Stock Exchange (“WSE”) settlement system (settled by the National Depository for Securities within a period defined as the transaction day +3 business days), the last trading session in which shareholders must own PKO BP shares to be entitled to the rights was 1 October 2009. One existing share will provide one pre-emptive right to shares in the new issue. If the current investors fully exercise their pre-emptive rights, they will be able to maintain their current proportion of the Bank’s share capital. Subscription for shares, offering schedule Subscription for shares in the new issue for the exercise of pre-emptive rights will last from 7 to 20 October. From 7 to 15 October, individual pre-emptive rights will be listed as a separate security and traded on the WSE. During this period, investors will be able to submit orders to buy or sell pre-emptive rights. Selected key dates in the public offering are presented in the table below:
|1 October 2009||Publication of the prospectus, announcement of the issue price and information on the final number of offer shares|
|1 October 2009||Last session when acquisition of PKO Bank Polski shares would allow for acquisition of pre-emptive rights|
|6 October 2009||Record date for pre-emptive rights|
|7-15 October 2009||Rights listed and traded on the WSE|
|7-20 October 2009||Subscription period for shares (subscriptions in exercise of pre-emptive rights as well as the additional subscription)|
|by 29 October 2009||Notification of the take-up of the rights (including through the additional subscription)|
During the subscription period, the holder of the pre-emptive right may exercise their pre-emptive rights . However, shareholders of the Company as of 6 October 2009 may also choose to make an additional subscription (i.e., over-subscription) for shares over and above their pro-rata entitlement. Under the offering schedule, holders of pre-emptive rights may exercise their rights by subscribing for shares in the new issue from 7 to 20 October (subscription period) or sell the rights on the stock exchange from 7 to 15 October (rights trading period). Upon closing of subscription period , pre-emptive rights not exercised will lose their value.Where to make subscriptions Investors who hold pre-emptive rights in their securities account may place subscription orders at their brokerage house. Investors whose pre-emptive rights are registered in the Issue Sponsor Account (this applies to shares taken up from funds from privatization accounts as well as employee shares) may place subscription orders for shares at selected branches of PKO Bank Polski and at customer service points of Dom Maklerski PKO BP. Use of Proceeds The share capital increase will maintain and strengthen PKO Bank Polski’s position as the largest retail lender in the Polish market and substantially increase its role in the corporate and public sector.
The following materials do not constitute an offer to sell, or a solicitation of an offer to buy, any securities. These materials are for promotional purposes only and under no circumstances shall constitute the basis for a decision to invest in the shares of Powszechna Kasa Oszczędności Bank Polski S.A. (the “Company”). This does not constitute a recommendation concerning the Rights Issue. The value of the rights and shares referred to herein can go down as well as up. Past performance is not a guide to future performance. Potential investors should consult a professional adviser as to the suitability of participating in the Rights Issue for the individual concerned. On 28 September 2009 the Polish Financial Supervision Authority approved the prospectus of the Company (the „Prospectus”) which constitutes the sole and only legally binding offering document which contains information about the Company and the securities subject to the Prospectus. The Prospectus has been published and throughout its validity it will be available electronically on the Company’s website (www.pkobp.pl), on the website of the WSE (www.gpw.pl) and on the website of Dom Maklerski PKO Banku Polskiego (www.dm.pkobp.pl), while it will be available in hard copy at the offices of the Company, in Warsaw at ul. Puławska 15. These materials are not for distribution, directly or indirectly, in or into the United States, or in other countries where the public dissemination of the information contained herein may be restricted or prohibited by law. This announcement does not constitute an offer to sell, exchange or transfer any securities of the Company and is not soliciting an offer to purchase, exchange or transfer such securities in any jurisdiction where the offer, sale, exchange or transfer is not permitted or to any person or entity to whom it is unlawful to make that offer, sale, exchange or transfer. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933. Merrill Lynch International, Deutsche Bank, UniCredit CAIB Poland, and Dom Maklerski PKO BP are acting for PKO BP and no one else in connection with the Rights Issue and will not be responsible to any other person for providing the protections afforded to their respective clients or for providing advice in relation to the Rights Issue. No representation or warranty, express or implied, is or will be made by the Company, its advisers, Merrill Lynch International, Deutsche Bank, UniCredit CAIB Poland, and Dom Maklerski PKO BP or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this presentation and any reliance you place on them will be at your sole risk This announcement is being communicated in the United Kingdom only to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order) (all such persons being referred to as relevant persons). This announcement is only directed at relevant persons and any investment or investment activity to which this announcement relates is only available to relevant persons and will be engaged in only with relevant persons.