13th Nov 2006 08:10
Bank Pekao SA13 November 2006 UNOFFICIAL TRANSLATION (13th November '06) Report 101/2006: Intention to integrate Bank Pekao SA and BPH SA The Management Board of Bank Polska Kasa Opieki S.A. ("Bank Pekao S.A."), herebyinforms that at the board meeting held on November 12, 2006, it passed aresolution on the intention to integrate Bank Pekao S.A. with Bank BPH S.A., ina way of Bank BPH S.A.'s spin-off by transfer of a part of Bank BPH S.A.'sproperty in a form of a organised part of enterprise to Bank Pekao S.A., inexchange of shares of Bank Pekao S.A., which will be taken up by theshareholders of Bank BPH S.A. The decision on the intention to integrate the Banks through Bank BPH S.A.'sspin-off and conducting the integration of the Banks in a way of Bank BPH S.A.'sspin-off by transfer of the part of Bank BPH S.A.'s property is justified by theinterest of both Banks, their shareholders, and customers. As a result of the transfer of the part of Bank BPH S.A.'s property onto BankPekao S.A. the benefits of the scale effect, in the broad sense, shall begained. The customers - both retail and corporate - will benefit from the rangeof the operations conducted by Bank Pekao S.A. In particular, the followinglong-term objectives shall be achieved: 1) providing all the customers of Bank Pekao S.A. with a convenientnetwork of branches and ATMs all over the country and with a wide, competitiveoffer of financial products and services, 2) reaching, by supporting management systems based on best practices, thehighest quality of risk management, planning and profit generation, 3) winning the leading market position in terms of costs management,leveraging on the scale effect and purchase techniques based on best practices, 4) winning the position of the preferred employer among Poland's financialinstitutions with ability to attract and retain the most talented employees andcontribution to the development of the banking staff's skills in Poland. As of October 1, 2006 in accordance with a pro-forma statement of assets andliabilities , the part of Bank BPH S.A.'s property, which transfer onto BankPekao S.A. is planned, consists of PLN 27.3bn net amounts due from customers,PLN 33.8bn amounts due to customers, PLN4.9bn of shareholders' equity. At the same time, in the Polish banking market, among 10 Poland's leading Bank,Bank BPH S.A. shall remain as an independent entity with: 1) a possibility to conduct stable and competitive banking operations witha network of 200 outlets along with infrastructure essential for conductingoperations, 2) well-known and respected brand, 3) qualified and experienced staff, 4) effective organisation, 5) possibility to continue the current range of Bank BPH product offer, 6) growth potential. As of October 1, 2006, in accordance with a pro-forma statement of assets andliabilities BPH post de-merger has total assets of PLN 8.6bn, net amounts duefrom customers of PLN 5.3bn and shareholders' equity of PLN 1.4 bn. The decision on the intention to integrate the Banks through Bank BPH S.A.'sspin-off is also justified by the fact that both the Banks are members ofUniCredit Banking Group. A natural consequence of this fact is UniCreditoItaliano S.p.A., being the majority shareholder of the Banks, aiming atconsolidation of banking operations conducted in Poland within its Group.Integration of the Banks by way of dividing Bank BPH S.A. is consistent with theprovisions of the Agreement concluded on 19 April 2006 by and between theMinistry of State Treasury of the Republic of Poland and UniCredito ItalianoS.p.A. concerning integration of the Banks. Bank BPH S.A.'s spin-off shall be conducted in a manner of art. 529 (S) 1 pkt 4of the Code of Commercial Companies, i.e., in a way of Bank BPH S.A.'s spin-offby the transfer of a part of Bank BPH S.A.'s property in a form of an organizedpart of enterprise onto Bank Pekao S.A. in exchange of shares of Bank PekaoS.A., which will be taken up by the shareholders of Bank BPH S.A. (divisionthrough the spin-off). Legal basis: Par. 5 Section 1 Item 15 of the Finance Minister's Ordinance on Current andPeriodic Information Provided by Securities Issuers of 19 October 2005 (Journalof Laws No. 209, Item 1744). This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BPKD.L