Current report No 17/2022
Consent to the sale of shares in an insurance company
Getin Noble Bank S.A. (“Bank”) announces that on 1 June 2022, resolutions on granting consent to the disposal of all shares held by the Bank in Towarzystwo Ubezpieczeń Europa S.A. (“TU Europa”) to Meiji Yasuda Life Insurance Company (“MY”) were adopted by the Bank’s governing bodies, i.e. the Management Board and the Supervisory Board.
The subject of the transaction will be 858,334 registered ordinary shares of TU Europa, which represent approx. 9.08% of the insurer’s equity. The shares of TU Europa will be sold for the total amount of PLN 85,722,174.92.
The completion of the sale transaction of the shares in TU Europa at the proposed price will be tantamount to recognising a slightly positive gross result on the transaction in the income statement and to reducing the capital requirement for investments in the shares of TU Europa for the Bank.
The Bank points out that the execution of the share sale transaction is conditional upon obtaining no objections to the said resolutions from the Bank Guarantee Fund acting as the Bank’s trustee as well as corporate consents of the competent bodies of HDI International AG and MY, and the agreement will be concluded, if such consents are obtained. The Bank will provide information about further significant events related to the planned sale transaction of the shares in TU Europa in separate current reports.
Therefore, and taking into account the information that the Bank made public in the current report No 51/2014 of 20 March 2014 and the current report No 114/2018 of 21 December 2018 in connection with the initiated sale of the shares in TU Europa, it is also planned to terminate the Transaction Agreement under which the Bank undertook not to dispose of its shares in TU Europa and to conclude, in this respect, Lock-Up Agreements and the Hedging Contract concluded by the Bank with Getin Holding S.A. on not disposing of or encumbering its shares in TU Europa S.A. and establishing pledge agreements on them for the benefit of Getin Holding S.A.
The Bank provided information about the details of the Transaction Agreement and the Hedging Contract, as well as their amendments in the current report No 51/2014 of 20 March 2014, the current report No 78/2017 of 1 June 2017 and the current report No 114/2018 of 21 December 2018.
In view of the planned sale transaction and the arrangements made between the parties to the Transaction Agreement, the Bank reports that it will not be necessary for it to enter into the third Lock-Up Agreement for TU Europa shares, if the said sale transaction is completed by 30 June 2022.
Legal basis: Article 17(1) of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse — confidential information