Ad-hoc-Meldung / Ad hoc Release
nach § 15 WpHG / pursuant to § 15 of the German Securities Trading Act
UniCredit announces a further step towards the integration of its Polish banking activities
The UniCredit Board of Directors met today and acknowledged that on 12th November 2006 the Management Boards of Bank Pekao S.A. and Bank BPH S.A. have:
- approved the intention to integrate their activities through a de-merger by spin-off of BPH into Pekao, and
- proposed a share allocation ratio according to which each shareholder of BPH will receive 3.3 newly issued ordinary shares of Pekao without affecting their shareholding in BPH.
Integration of the Banks by way of dividing BPH is consistent with the provisions of the Agreement concluded on 19 April 2006 by and between the Ministry of State Treasury of the Republic of Poland and UniCredit concerning integration of its banking activities in Poland.
As of October 1, 2006, on a pro-forma basis, the components of BPH expected to be transferred onto Pekao consist of 280 outlets showing €7.2bn (PLN27.3bn) net customer loans, €8.9bn (PLN33.8bn) customer deposits, €1.3bn (PLN4.9bn) of shareholders' equity.
As a result of the transfer of the 280 outlets to Pekao the scale synergy, in the broad sense, shall be gained. The customers - both retail and corporate - will benefit from the range of the operations conducted by the bank.
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:
- a possibility to conduct stable and competitive banking operations with a network of 200 outlets along with infrastructure essential for conducting operations (including IT, back office and other related services),
- well-known BPH's trademarks and corporate name,
- effective organisation,
- possibility to continue the current range of BPH product offer through a qualified and experienced staff,
- BPH Towarzystwo Funduszy Inwestycyjnych ("TFI")'s asset management operations,
- growth potential.
As of October 1, 2006, BPH post de-merger shows total assets of €2.3bn (PLN8.6bn), net customer loans of €1.4bn (PLN5.3bn), shareholders' equity of €0.4bn (PLN1.4bn).
The spin-off plan is subject to the approval of the Supervisory Boards of both banks Pekao and BPH (which will take place on 15 November 2006).
The spin-off shall be also subject to the approval of the General Meeting of Pekao and BPH and of the competent Polish authorities.
Milan, November 14, 2006
+39 02 88628236; e-mail: MediaRelations@unicreditgroup.eu
+39 02 88628715; e-mail: InvestorRelations@unicreditgroup.eu
These assessments are subject to the following disclaimer:
Certain of the statements contained herein may be statements of future expectations and other forward-looking statements that are based on management's current views and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. UniCredito Italiano S.p.A. assumes no obligation to update any information contained herein.
UniCredito Italiano S.p.A.
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