Current Report No. 27/2014

3 July, 2014

Completion of the private placement of L series shares

 

The Management Board of Bank Zachodni WBK S.A. (the “Bank”) hereby states that the private placement of L 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 Santander Consumer Finance S.A. with its registered office in Madrid (“SCF”).

The Shares were subscribed for pursuant to Resolution No. 3 of the Extraordinary General Meeting of the Bank dated 30 June 2014 to increase the share capital of the Bank by way of the issuance of series L ordinary bearer shares, to deprive the present shareholders in full of their pre-emptive rights in respect of all the series L shares, to amend the Articles of Association of the Bank, to seek the admission and introduction of the series L shares to trading on the regulated market of Giełda Papierów Wartościowych w Warszawie S.A (the Warsaw Stock Exchange) and to dematerialise the series L shares. The Bank 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:
    1 July 2014;
  2. Date of the allotment of securities:
    The Bank 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 Shares subscription agreement following the making by the Bank and the acceptance by SCF of the offer to acquire the Shares (the “Subscription Agreement”). Further to such offering, under the aforementioned private placement no allotment was made within the meaning of the Commercial Companies Code. All the shares were subscribed for upon the execution of the Subscription Agreement, i.e. on 1 July 2014;
  3. Number of securities covered by the placement or sale:
    5,383,902 (in words: five million three hundred and eighty-three thousand nine hundred and two) series L ordinary bearer shares of the Bank, with a nominal value of PLN 10 (in words: ten Polish zlotys) 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, 5,383,902 (in words: five million three hundred and eighty-three thousand nine hundred and two) series L ordinary bearer shares of the Bank, with a nominal value of PLN 10 (in words: ten Polish zlotys) each, were taken up;
  6. Number of securities that were allotted under the placement or sale:
    Under the private placement, 5,383,902 (in words: five million three hundred and eighty-three thousand nine hundred and two) series L ordinary bearer shares of the Bank, with a nominal value of PLN 10 (in words: ten Polish zlotys) each, were taken up;
  7. Price at which the securities were acquired (taken up):
    Issue price: PLN 400.53 (in words: four hundred Polish zlotys 53/100) per Share;
  8. Number of persons 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 – SCF;
  9. Number of persons who were allotted securities under the placement or sale in individual tranches:
    Under the private placement, the Shares were taken up by one entity – SCF;
  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 2,156,414,268.06 (in words: two billion one hundred and fifty-six million four hundred and fourteen thousand two hundred and sixty-eight Polish zlotys 06/100);
  12. Total costs that were recognised as the costs of the issuance, broken down by cost types, including at least the following cost items:
    a) arrangement and implementation of the offering;
    b) fees charged by individual underwriters;
    c) preparation of a prospectus, including the costs of advisory services;
    d) promotion of the offering;
    Not applicable as no public offering of the Shares 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 periodic information published by issuers of securities and on the conditions under which such information may be recognized as being equivalent to 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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