KBC Group : KBC places its 16.17% participation in Bank Zachodni WBK in the market
(Thomson Reuters ONE) -
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.
Press Release
Outside trading hours - Regulated information*
Brussels, 22 March 2013
Today, KBC Bank NV successfully placed its 16.2% participation in Bank Zachodni
WBK through a secondary offering. The bookbuilding process started on 18 March
and was reserved for eligible institutional investors. The sale of KBC's
15 125 964 shares offered (constituting 16.17% of BZ WBK current shares
outstanding) at the final offer price of 245 PLN per one offer share resulted in
proceeds of 3.71 billion PLN (0,9 billion EUR) for KBC and strengthens its
already solid solvency position with 0.6%. Consequently, our tier-1 capital
ratio will amount to 14.7% on a pro forma basis.
For KBC, this sale is one of the last major milestones in implementing of the
strategic plan agreed with the European Commission in 2009.
KBC and Santander, as selling shareholders, have granted a reverse greenshoe
option of up to 10% of the final offering size for stabilisation purposes, with
Deutsche Bank AG, London Branch appointed to act as the stabilising manager on
behalf of the underwriters.
Following the closing of the offering, KBC and Santander will each be locked-up
for a period of 90 days and BZ WBK will be locked-up for a period of 180 days,
subject to certain exemptions, in particular as may be required by regulators or
in commitments thereto.
This share transaction marks the closure of KBC's divestment of Kredyt Bank and
the end of the group's banking presence in Poland. The divestment frees up 1.0
billion EUR worth of capital for KBC under Basel II, of which almost EUR 0.6
billion in the first quarter of 2013. The (pro-forma) total tier-1 impact of the
divestment of Kredyt Bank (including the sale of this 16.2% participation) at
KBC Group consolidated level stands at approximately +1.3%, of which almost
+0.8% in the last quarter of 2012 and +0.6% in the first quarter of 2013.
Johan Thijs, KBC Group CEO welcomed today's announcement: "Taking the decision
to divest Kredyt Bank and to leave the Polish banking market was not easy for
KBC as we believe in the potential of that market However, the sale of our stake
in BZ WBK is another important milestone and one of the final steps in
implementing the strategic plan we agreed with the European Commission. This
successful transaction releases a significant amount of capital and has a
positive impact on our profit and loss and tier 1 ratio.."
For further information, please contact:
Wim Allegaert, General Manager, Investor Relations, KBC Group
Tel +32 2 429 50 51 E-mail wim.allegaert(at)kbc.be
Viviane Huybrecht, General Manager, Corporate Communication/Spokesperson, KBC
Group
Tel +32 2 429 85 45 E-mail pressofficekbc(at)kbc.be
***
NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN OR TRANSMITTED IN OR
INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES OR POSSESSIONS, ANY
STATE AND THE DISTRICT OF COLUMBIA) (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 (RBC Europe Limited) 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.
In connection with the Offering, Deutsche Bank AG, London Branch as
stabilization manager, or any of its agents, may (but will be under no
obligation to), to the extent permitted by applicable law, effect transactions
with a view to supporting the market price of BZ WBK's shares at a higher level
than that which might otherwise prevail in the open market. Deutsche Bank AG,
London Branch is not required to enter into such transactions and such
transactions may be effected on the Warsaw Stock Exchange and may be undertaken
at any time during the period commencing on the date of the disclosure of the
final offer price and ending no later than 30 calendar days after the allotment
of the offer shares. However, there will be no obligation on Deutsche Bank AG,
London Branch or any of its agents to effect stabilizing transactions and there
is no assurance that stabilizing transactions will be undertaken. Such
stabilizing measures, if commenced, may be discontinued at any time without
prior notice. In no event will measures be taken to stabilize the market price
of BZ WBK's shares above the offer price. Save as required by law or regulation,
neither Deutsche Bank AG, London Branch nor any of its agents intends to
disclose the extent of any stabilization transactions conducted in relation to
the Offering. In connection with the Offering, Deutsche Bank AG, London Branch
as stabilization manager, may, for stabilization purposes, acquire up to a
maximum of 10% of the total number of the offer shares comprised in the
Offering.
*This news item contains information that is subject to the transparency
regulations for listed companies
KBC Group NV, Havenlaan 2, 1080 Brussels
BZ_WBK_sale_EN.pdf:
http://hugin.info/133947/R/1687351/553330.pdf
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: KBC Groep via Thomson Reuters ONE
[HUG#1687351]
Unternehmensinformation / Kurzprofil:
Datum: 22.03.2013 - 08:01 Uhr
Sprache: Deutsch
News-ID 242219
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contact information:
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"KBC Group : KBC places its 16.17% participation in Bank Zachodni WBK in the market"
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