REG - Nova Ljubljanska - Results of the Voluntary Public Takeover Offer

Nova Ljubljanska Banka dd LjubljanaAnnouncement

20/08/2024 18:15

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RNS Number : 1632B  Nova Ljubljanska Banka d.d.  20 August 2024

 

 

NLB PUBLISHES RESULTS OF THE VOLUNTARY PUBLIC TAKEOVER OFFER TO ACQUIRE
CONTROL OVER ADDIKO BANK AG

 

Pursuant to the rules of the Ljubljana Stock Exchange, d.d., Ljubljana and the
applicable legislation, Nova Ljubljanska banka, d.d., Ljubljana ("NLB") hereby
announces that the voluntary public takeover offer aimed to acquire control
over Addiko Bank AG ("Addiko") did not obtain a sufficient number of
acceptance declarations.

 

On 7 June 2024, NLB launched an all-cash voluntary public takeover offer aimed
at acquiring control over Addiko for all issued and outstanding Addiko shares
(the "Offer"). The acceptance period for the Offered ended at 17:00 CET on 16
August 2024.

 

Pursuant to the offer memorandum, completion of the Offer was conditional on,
amongst other things, receipt of acceptance declarations that accounted for at
at least 75% of Addiko's issued shares. NLB therefore had to receive
declarations of acceptance for at least 14,625,000 shares by the end of the
Acceptance Period. Following completion of procedures by custodians, based on
the results provided by the Payment and Settlement Agent, NLB announces that
this condition was not satisfied and that the Offer was not successful. By the
end of the Acceptance Period, a total of 7,096,224 Addiko shares had been
tendered for sale to the Payment and Settlement Agent; this corresponds to
36.39 % of all issued Addiko shares.  Settlement of the Offer will therefore
not take place and the Offer will not be extended pursuant to Section 19 para
3 Austrian Takeover Act.

 

"NLB made a transparent offer to all Addiko shareholders and tried to enable
them to tender their shares under the same conditions and at a suitable price.
We understand and respect that not all shareholders assessed the offer as such
and did not accept it, although we remain convinced that many advantages and
strategic benefits of the possible connection of the two groups remain
unchanged. Nevertheless, we would like to thank the shareholders that have
supported our offer, especially Addiko's Management and Supervisory Boards,
for the opportunity and sincerely wish all stakeholders, including talents,
many personal and business successes," commented NLB's CEO Blaž Brodnjak,
adding: "NLB remains committed to further business development and delivering
of its new business strategy, including possible other takeover
opportunities," he added.

 

In May 2024, NLB revealed its new business strategy that foresees doubling of
NLB Group's balance sheet, revenues, and profit by 2030, with inorganic
growth, banking and non-banking, supporting this ambition, however, not being
crucial to its delivery. NLB has pointed out numerous times that it is closely
monitoring and constantly assessing developments in its home region,
South-eastern Europe, and would not shy away from analysing and addressing
eventual value accretive opportunities also for M&A-based growth.

 

About Nova Ljubljanska Banka d.d., Ljubljana:

 

NLB, along with its consolidated subsidiaries and affiliates (collectively,
the "NLB Group"), is the largest banking and financial group in Slovenia and
the largest financial group to be ultimately headquartered in the
South-eastern European region. NLB's corporate seat is in Ljubljana and its
registered office is Trg Republike 2, 1000 Ljubljana, Republic of Slovenia.

 

NLB's shares are listed on the Prime Market of the Ljubljana Stock Exchange
and global depositary receipts representing shares are listed on the Main
Market of the London Stock Exchange. As at the close of business on 20 August
2024, NLB had an equity market capitalisation of EUR 2.5 billion.

 

As at 30 June 2024, the NLB Group had 408 branches, 2.9 million active
customers, total assets of EUR 26,614 million, net customer loans of EUR
14,399 million, customer deposits of EUR 20,694 million and shareholders'
equity of EUR 3,081 million.

 

NLB is one of the 113 systemic banks supervised by the European Central Bank.

 

In addition to its presence in Slovenia, NLB currently has banking operations
in five other countries, namely Bosnia & Herzegovina (operating via two
banks), Montenegro, Kosovo, North Macedonia and Serbia. Almost 40% of NLB's
assets relate to its operations outside of Slovenia.

 

Since 2020, NLB has successfully completed two material acquisitions in the
banking sector, namely Komercijalna Banka in Serbia in 2020 and Sberbank
Slovenia (later named "N Banka") in 2022. Both of these banks were
successfully integrated into NLB Group, with Komercijalna Banka being merged
with NLB Banka Beograd to NLB Komercijalna Banka and N Banka fully integrated
into NLB. In November 2023, NLB entered into an agreement to acquire a 100%
shareholding in SLS HOLDCO, holdinška družba, the parent company of Summit
Leasing Slovenija and its Croatian subsidiary, Mobil Leasing. On 8 August
2024, NLB announced that all regulatory approvals had been obtained for this
transaction, which is expected to be completed in mid-September 2024.

 

Additional information can be found at www.nlb.si (http://www.nlb.si) .

 

Deloitte svetovanje d.o.o. acts as financial advisors to NLB. Schönherr
Rechtsanwälte GmbH is NLB's Austrian legal advisor and representative and
authorized recipient vis à vis the Takeover Commission
(Übernahmekommission).

 

Inquiry note:

·      NLB Investor relations: ir@nlb.si (mailto:ir@nlb.si)

·      NLB Communications: oj@nlb.si (mailto:oj@nlb.si)

 

Important note:

 

This announcement is a made in line with the Austrian Takeover Act ("ATA") and
is neither an offer to purchase nor a solicitation to sell securities in
Addiko Bank AG.

 

Investor Relations

 

 

 

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