Current Report No. 19/2013

18-03-2013

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.


Information about the announcements from KBC Bank NV and Banco Santander S.A. regarding the commencement of the secondary public offering of shares in Bank Zachodni WBK S.A. and the publication of an extract from an offering memorandum prepared in connection with that offering.


The management board of Bank Zachodni WBK S.A. (the “BZ WBK”) announces that it has become aware of the publication today by KBC Bank NV (“KBC”) and Banco Santander S.A. (“Banco Santander”) of announcements containing the following information:

“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 at least 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.”

In connection with the Offering an English offering memorandum addressed to selected institutional investors has been prepared (the “Offering Memorandum”). As of the day of this report an extract of selected parts from the Offering Memorandum has been published by BZ WBK on its website, both in Polish and in English.

The extract from the Offering Memorandum in available at : http://www.bzwbk.pl/relacje-inwestorskie/serwis-relacji-inwestorskich-bz-wbk.html.

Legal basis:
art. 56 section 1.1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and on Public Companies.

NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN OR TRANSMITTED IN OR INTO 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 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.

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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