Current Report No. 24/2012

17 July, 2012

Closing of the private placement of series I shares


The Management Board of Bank Zachodni WBK S.A. (the “Company”) hereby states that the private placement of I series ordinary bearer shares (the “Shares”) with the exclusion of the pre-emptive rights of the present shareholders in respect of the Shares has been completed. The Shares were offered through a private placement with respect to the implementation of which no prospectus was required and were taken up by the European Bank for Reconstruction and Development (the “EBRD”).


The Shares were subscribed for pursuant to Resolution No. 31 of the general meeting of the shareholders of Bank Zachodni WBK S.A. dated 10 May 2012 to increase the share capital by way of the issuance of series I ordinary bearer shares, to deprive the present shareholders in full of their pre-emptive rights in respect of the series I shares, to amend the articles of association of the Company, to seek the admission and introduction of the series I shares to trading on the regulated market of the Warsaw Stock Exchange and to dematerialise the series I shares. The Company intends to seek the admission and introduction of the Shares to trading on the regulated market of the Warsaw Stock Exchange.


  1. Date of opening and closing of the placement or sale:
    6 July 2012
  2. Date of the allotment of securities:
    The Company would like to state that the issuance of the Shares was implemented by way of a private placement, i.e. through the execution of a share subscription agreement following the offering of the Shares to the EBRD and the acceptance of this offering by such bank. Further to such offering, under the aforementioned private placement, no allotment was made within the meaning of the provisions of the Commercial Companies Code. At the same time, the Company would like to explain that all the shares were subscribed for upon the execution of the share subscription agreement, i.e. on 6 July 2012.
  3. Number of securities covered by the placement or sale:
    1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) Shares with a nominal value of PLN 10 each.
  4. Reduction rate for individual tranches in the event that in any tranche the number of the allotted securities was smaller than the number of securities that were subscribed for:
    Not applicable.
  5. Number of securities that were subscribed for under the placement or sale:
    No subscriptions were made within the meaning of the Commercial Companies Code; under the private placement, 1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) Shares with a nominal value of PLN 10 each were taken up.
  6. Number of securities that were allotted under the placement or sale:
    Under the private placement, 1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) Shares with a nominal value of PLN 10 were taken up.
  7. Price at which the securities were acquired (taken up):
    Subscription price: PLN 212.60 (two hundred and twelve zlotys and sixty groszy) per Share.
  8. Number of individuals who subscribed for securities covered by the placement or sale in individual tranches:
    Under the private placement, the Shares were taken up by one entity – the EBRD.
  9. Number of individuals who were allotted securities under the placement or sale in individual tranches:
    Under the private placement, the Shares were taken up by one entity – the EBRD.
  10. Name (business name) of the underwriters that have taken up the securities under underwriting agreements, with the specification of the number of the securities they have taken up along with the actual unit price per security (the issue price or the sale price after the deduction of the fees charged for taking up one security in performance of an underwriting agreement);
    The Shares were not taken up by the underwriters.
  11. Value of the placement or sale calculated by multiplying the number of securities covered by the offering by the issue price or the sale price:
    PLN 331,999,986.80 (three hundred and thirty-one million, nine hundred and ninety-nine thousand, nine hundred and eighty-six zlotys and 80 groszy)
  12. Total costs that were recognised as the costs of the issuance, broken down by cost types, including at least the following cost items:
    1. arrangement and implementation of the offering;
    2. fees charged by individual underwriters;
    3. preparation of a prospectus, including the costs of advisory services;
    4. promotion of the offering;

    Not applicable as no public offering was implemented.
  13. Average cost of the implementation of the placement or sale attributable to one security covered by the placement or sale:
    Not applicable.

Legal basis:
§ 33 section 1 of the Regulation of the Minister of Finance dated 19 February 2009 on current and interim information provided by issuers of securities and on conditions for recognising as equivalent information required by the laws of a non-member state (Journal of Laws of 2009 No. 33, item 259).

Santander Bank Polska S.A. with its registered office in Warsaw, al. Jana Pawła II 17, 00-854 Warszawa, registered by the District Court for the capital city of Warsaw, 12th Commercial Division, set up under regulation of the Council of Ministers of 11 April 1988 on setting up Bank Zachodni in Wrocław (Journal of Laws of 1 July 1988, No. 21, item 142), registered under KRS number 0000008723, REGON 930041341, NIP 896 000 56 73, share capital of PLN 1,020,883,050 paid-up in full. Helpline: 1 9999 – fee as per the operator’s tariff.

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