REG - Nova Ljubljanska - Publication of Offering Memorandum VTO for Addiko

Nova Ljubljanska Banka dd LjubljanaAnnouncement

13/05/2026 07:15

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RNS Number : 0605E  Nova Ljubljanska Banka d.d.  13 May 2026

Nova Ljubljanska Banka d.d.

May 13, 2026

 

Publication of Offering Memorandum - Voluntary Public Takeover Offer for
Addiko Bank AG

 

Pursuant to the provisions of the Rules of the Stock Exchange, Article 17 of
the Regulation (EU) No. 596/2014, and Article 130 of the Market in Financial
Instruments Act (ZTFI-1), Nova Ljubljanska banka, d.d., Ljubljana with
registered office: Trg republike 2, 1000 Ljubljana, hereby publishes the
following notice:

 

Nova Ljubljanska banka d.d., Ljubljana ("NLB" or the "Bidder") hereby gives
notice that, pursuant to Section 25a of the Austrian Takeover Act
(Übernahmegesetz, "ATA"), it has today published the Offering Memorandum
(Angebotsunterlage) for its voluntary public takeover offer aimed at acquiring
control of Addiko Bank AG ("Addiko" or the "Target"), an Austrian-listed bank
operating across five CSEE markets (Austria, Croatia, Slovenia, Bosnia &
Herzegovina, Serbia and Montenegro). The publication of the Offering
Memorandum marks the commencement of the Acceptance Period.

 

Key Terms of the Offer

 

 Bidder                          Nova Ljubljanska banka d.d., Ljubljana, Slovenia
 Target Company                  Addiko Bank AG, Vienna, Austria  |  Vienna Stock Exchange, ISIN AT000ADDIKO0
 Offer Price                     EUR 29.00 per Addiko Share (cum dividend, FY2025), payable in cash
 Subject of the Offer            19,500,000 no-par value ordinary bearer shares (100% of issued share capital)
 Minimum Acceptance Threshold    75% of total voting rights (14,465,357 Addiko Shares)
 Acceptance Period               13 May 2026 - 22 July 2026, 17:00 CET
 Additional Acceptance Period    27 July 2026 - 27 October 2026, 17:00 CET (if Conditions Precedent fulfilled
                                 at end of Acceptance Period)
 Conditions Precedent            Minimum acceptance threshold; merger control clearance; banking regulatory
                                 clearance (including ECB ownership control proceedings); no material adverse
                                 change; no significant Euro Stoxx Banks Index decline; no significant
                                 compliance breach
 Long Stop Date                  31 May 2027
 Payment & Settlement Agent      Erste Group Bank AG, Am Belvedere 1, 1100 Vienna
 ISINs                           Addiko Shares: AT000ADDIKO0  |  Tendered (Acceptance Period): AT0000A3UDF5
                                 |  Tendered (Additional Acceptance Period): AT0000A3UDG3

 

The publication of the Offering Memorandum marks the commencement of the
Acceptance Period. Addiko Shareholders wishing to accept the Offer should
contact their Custodian Bank no later than three (3) Trading Days prior to
expiry of the Acceptance Period.

 

Availability of the Offering Memorandum

 

The Offering Memorandum has been approved by the Austrian Takeover Commission
(Österreichische Übernahmekommission) and is available at:

 

Offering Memorandum (English): LINK
(https://www.nlbgroup.com/content/dam/nlb/nlb-group/documents/investor-relations/addiko/Addiko-VTO-Offer-Memo-ENGLISH.pdf)

Angebotsunterlage (Deutsch - binding): LINK
(https://www.nlbgroup.com/content/dam/nlb/nlb-group/documents/investor-relations/addiko/Addiko-VTO-Offer-Memo-GERMAN.pdf)

 

 IMPORTANT NOTICE TO INVESTORS

 EACH INVESTOR IS STRONGLY URGED TO CAREFULLY READ THE OFFERING MEMORANDUM IN
 ITS ENTIRETY BEFORE DECIDING WHETHER TO ACCEPT THE OFFER. The Offering
 Memorandum contains important information about the terms and conditions of
 the Offer, the Conditions Precedent, risks associated with the transaction,
 tax considerations, and procedural requirements for acceptance. Acceptance of
 the Offer without having read the Offering Memorandum in full is made at the
 investor's own risk. In case of doubt, investors should seek independent
 financial, legal or tax advice.

 

Important Notice

This announcement has been made pursuant to applicable UK/EU market abuse
regulation (MAR) and applicable capital market regulations and is published
for information purposes only. It does not constitute an offer to acquire, or
an invitation to sell, securities in any jurisdiction, and should not be
relied upon as the basis for any investment decision. This announcement is not
a prospectus.

 

For Further Information: NLB Investor Relations |  ir@nlb.si

 

Inside Information (MAR)

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 on market abuse (MAR) as it forms part of retained
EU law.

 

This announcement will be available on the company's website (www.nlbgroup.com
(http://www.nlbgroup.com) ) as of 13 May 2026.

 

Investor Relations

NLB d.d., Ljubljana

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