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MESSAGE (ENGLISH VERSION) | |
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
Legal basis: § 33(1) of the Regulation of the Minister of Finance of 19
February 2009 on current and periodic information published by issuers
of securities and the conditions for regarding information required by
the law of a non-member state as equivalent
Topic: Information on Subscription for 12,371,200 New Issue Shares of
BRE Bank S.A.
The Management Board of BRE Bank S.A. with its seat in Warsaw (“Bank”),
following the completion of subscription for and allotment of 12,371,200
shares of the new issue of the Bank with a nominal value of PLN 4 each
(“New Issue Shares”) pursuant to Resolution No. 22 of the Annual General
Shareholders’ Meeting of the Bank of 30 March 2010, publishes the
following:
1. Date of the beginning and closing of the subscription for New Issue
Shares:
(a) date of the beginning of the subscription for New Issue Shares in
exercise of Pre-emptive Rights and in Additional Subscriptions – 19 May
2010;
(b) date of the closing of the subscription for New Issue Shares in
exercise of Pre-emptive Rights and in Additional Subscriptions – 26 May
2010;
2. Date of allotment of the New Issue Shares – 9 June 2010.
3. Number of New Issue Shares in the subscription – 12,371,200 New Issue
Shares.
4. Reduction rate of Additional Subscriptions for New Issue Shares –
98,8%.
5. Number of New Issue Shares subscribed for in the subscription:
(a) in exercise of Pre-emptive Rights – 12.287.554 New Issue Shares;
(b) in Additional Subscriptions – 7.050.232 New Issue Shares;
6. Number of New Issue Shares allotted in the subscription – 12,371,200
New Issue Shares.
7. Issue price of New Issue Shares – PLN 160.
8. Number of persons subscribing for New Issue Shares in the
subscription and number of persons allotted New Issue Shares in the
subscription:
(a) in exercise of Pre-emptive Rights 3.693 subscriptions were made for
New Issue Shares;
(b) in Additional Subscriptions 578 subscriptions were made for New
Issue Shares.;
Considering that one investor could make several subscriptions, as at
the date of publication of this current report the Bank had no
information how many individual investors subscribed in exercise of
Pre-emptive Rights, how many individual investors made Additional
Subscriptions, and how many individual investors were allotted New Issue
Shares in the subscription.
9. The Underwriter did not take up New Issue Shares.
10. Value of the subscription (number of New Issue Shares in the
Offering times issue price per share) – PLN 1,979,392,000.
11. Estimated cost of issue of New Issue Shares is defined in the
Prospectus of the New Issue Shares (section “Other Information – Costs
of the Offering”). As at the date of publication of this current report,
the costs of issue of New Issue Shares (calculated on the basis of
invoices received and accepted by the Bank and agreed rate of fee)
amounted to PLN 13,561,424.38 including:
(a) costs of preparing and conducting the Offering of New Issue Shares –
PLN 2,995,100.00;
(b) fee of the Underwriter – PLN 7,475,992.00;
(c) costs of preparing the Prospectus of New Issue Shares – PLN
1,392,590.04;
(d) costs of promotion of the Offering of New Issue Shares – PLN
1,281,000.00;
(e) taxes – PLN 415,608.00;
The Bank estimates that it will additionally pay costs of issue
amounting to PLN 386,917.00 (the amount includes costs of issue not yet
finally accepted and invoiced as at the date of this current report).
Considering that the final costs of the issue mentioned in the preceding
paragraph have not been paid, the costs of issue of New Issue Shares
have been estimated and added to the costs of issue according to the
Bank’s best knowledge; the final amount of the costs of issue of New
Issue Shares will be presented and published in the Bank’s periodic
report.
The method of accounting treatment and presentation in the financial
statements – the estimated costs of issue of New Issue Shares defined in
the Prospectus of New Issue Shares in the section “Use of Proceeds” will
be booked by reducing the difference between the issue value of New
Issue Shares and their nominal value. Costs will be recognised in the
financial statements under “Share premium”.
12. According to costs calculated on the basis of invoices received and
accepted by the Bank and agreed rate of fee as at the date of
publication of this current report, the average cost of issue of New
Issue Shares per one subscribed New Issue Share is PLN 1.10 whereas the
average cost including the additional estimated costs of issue is PLN
1.13.
Disclaimer:
This report is for informational and promotional purposes only and under
no circumstances shall constitute the basis for a decision to invest in
the shares of BRE Bank S.A. with its seat in Warsaw (the “Bank”) in the
contemplated public offering of shares. This report does not constitute
an offer to sell, or an invitation to subscribe for or to buy, any
securities of the Bank. In particular, this report is not an offer of
securities for sale in the United States.
The prospectus (the “Prospectus”) prepared in connection with a public
offering of shares in the Bank, including pre-emptive rights as well as
admission and introduction thereof to trading on the regulated market
(main market) operated by the Warsaw Stock Exchange (the “WSE”),
constitutes the sole and only legally binding offering document
containing information about the public offering of the Bank’s shares in
Poland (the “Offering”). On 12 May 2010 the Financial Supervision
Authority approved the Prospectus. The Bank has made the Prospectus
available on its website (www.brebank.pl) and on the website of Dom
Inwestycyjny BRE Banku S.A. (www.dibre.com.pl).
This report is 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. The securities referred to in this report 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 U.S. Securities Act of 1933.
The information contained herein shall not constitute an offer to sell
or the solicitation of an offer to buy, nor shall there be any sale of
the securities referred to herein in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration,
exemption from registration or qualification under the securities laws
of any such jurisdiction. This report is not for distribution in Canada,
Japan or Australia.
This report is directed only at (i) persons who are outside the United
Kingdom, or (ii) investment professionals falling within article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (as amended) (the “Order”), or (iii) high net worth companies
and other persons to whom it may lawfully be communicated falling within
article 49(2)(a) to (d) of the Order (all such persons together being
referred to as “Relevant Persons”). Any person who is not a Relevant
Person must not act or rely on this report or any of its contents. Any
investment or investment activity to which this report relates is
available only to Relevant Persons and will be engaged in only with
Relevant Persons.
In any EEA Member State that has implemented Directive 2003/71/EC
(together with any applicable implementing measures in any Member State,
the “Prospectus Directive”), this report is only addressed to and is
only directed at qualified investors in that Member State within the
meaning of the Prospectus Directive.
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