NLB Announcement pursuant to Sec 5 ATA

Nova Ljubljanska Banka d.d.

15 May 2024

 

Date: 15 May 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM
AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION, OR TO ANY PERSON, WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Press Release / Announcement pursuant to Sec 5 ATA

Pursuant to the Rules of the Ljubljana Stock Exchange and Article 158 of the Market in Financial Instruments Act, relating to the Article 17 of the Regulation (EU) No 596/2014 Nova Ljubljanska banka d.d., Ljubljana, Trg republike 2, 1000 Ljubljana announces its intention to launch a voluntary public takeover offer aimed to acquire control over Addiko Bank AG ("Addiko")

Nova Ljubljanska banka d.d., Ljubljana ("NLB") announces its intention to launch an all-cash voluntary public takeover offer aimed to acquire control over Addiko Bank for all issued and outstanding Addiko shares (the "Offer") for a consideration of EUR 20.00 per Addiko share on a cum dividend basis ("Share Offer Price").

NLB currently holds no shares in Addiko and intends to acquire a significant majority shareholding in Addiko by launching the Offer.

The Share Offer Price of EUR 20.00 represents a very attractive and rare liquidity event for all Addiko's shareholders to exit and sell all their Addiko shares. The Share Offer Price implies a premium of 22.15% compared to the six-month volume-weighted average share price of EUR 16.37. It also implies a premium of 4.99% compared to the stock market closing price as of 15 May 2024, the last trading day prior to NLB's announcement to launch a full takeover offer for Addiko and a premium of 32.01% compared to the closing share price of EUR 15.15 on 22 March 2024, the last closing share price prior to Agri Europe Cyprus Limited's announcement on 25 March 2024 that it intended to launch a partial tender offer for shares in Addiko.

Blaž Brodnjak, NLB's CEO, commented:

"NLB has been impressed by the development of Addiko Group's capabilities as a specialist consumer and SME bank, with an increasingly important digital delivery model. We believe that these capabilities would meaningfully complement NLB's universal banking model and accelerate the delivery of our ambitions that we recently communicated as part of our Strategy 2030. In addition to providing NLB Group with greater scale and capability in four of our existing countries of presence (Slovenia, Serbia, Bosnia-Herzegovina and Montenegro), Addiko would add to our home geographies also for us after the adoption of EUR and activation of the "Schengen border regime" extremely important market of the neighboring Republic of Croatia, the largest economy in our Home Region, the bridge to all other markets and the only one in which NLB is not currently present."

Mr. Brodnjak added:

"Since 2020, NLB has developed a strong acquisition track record. We believe that Addiko's shareholders should consider our proposed price, the ability to fully divest of their shares and NLB's proven track record of successfully completing announced transactions as being highly attractive. We very much hope to welcome Addiko's esteemed customers and talented team to the NLB family."

The completion of the Offer will be subject to obtaining a significant majority shareholding in Addiko, clearances from the relevant banking and merger control authorities as well as further customary market closing conditions.

The offer memorandum with all necessary enclosures will be immediately filed with the Austrian Takeover Commission and NLB plans to publish the offer memorandum in line with the Austrian Takeover Act. Details on the contents and scope of the Offer will be set out in the offer memorandum.

Provided that the offer memorandum for this Offer is published in due course and Agri Europe Cyprus Limited launches the partial offer it has announced on 25 March 2024 in accordance with the rules under the Austrian Takeover Act ("Agri PTO"), this Offer will qualify as a competing offer to the Agri PTO. In such case, all Addiko shareholders that accept the Agri PTO prior to the publication of the offer memorandum for the Offer launched by NLB can withdraw from their respective declaration of acceptance for the Agri PTO until four trading days prior to the end of the Agri PTO acceptance period and tender their Addiko shares into this Offer launched by NLB for the Share Offer Price of EUR 20.00.

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 countries of the former Yugoslavia. 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 15 May 2024, NLB had an equity market capitalisation of EUR 2,210 million.

As at 31 March 2024, the NLB Group had 408 branches, 2.9 million active customers, total assets of EUR 26,026 million, net customer loans of EUR 13,860 million, customer deposits of EUR 20,472 million and shareholders' equity of EUR 3,036 million.

NLB is one of the 112 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.

Since 2020, NLB has successfully completed two material acquisitions in the banking sector, namely Komercijalna Banka in Serbia and its subsidiary Komercijalna banka in Montenegro in 2020 and Sberbank Slovenia (later named "N Banka") in 2022. All of these banks were successfully integrated into NLB Group, with Komercijalna Banka Beograd being merged with NLB Banka Beograd, Komercijalna banka Podgorica with NLB Banka Podgorica and N Banka fully integrated into NLB d.d. 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. This transaction is pending completion.

Additional information can be found at 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: [e-mail]

NLB Communications: [e-mail]

Important note:

This announcement is made pursuant to Section 5 para 3 of the Austrian Takeover Act ("ATA") and is neither an offer to purchase nor a solicitation to sell securities in Addiko Bank AG. The final terms and conditions of the Offer will be published in the offer memorandum in accordance with the ATA once the Austrian Takeover Commission will neither have prohibited the publication of the offer memorandum nor have prohibited the implementation of the Offer. The offer memorandum and all other documents in connection with the Offer will contain important information, investors and holders of shares in Addiko Bank AG are strongly advised to review them.

The Offer will be made exclusively on the basis of the applicable provisions of Austrian and EU law and in accordance with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. Subject to the exceptions described in the offer memorandum and any exceptions granted by competent regulatory authorities, the Offer will not be made, directly or indirectly, in or into Australia, Canada, Hong Kong, New Zealand, South Africa or any other jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to holders of shares of Addiko Bank AG in that jurisdiction (together, the "Restricted Jurisdictions") by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of a Restricted Jurisdiction, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, a Restricted Jurisdiction.

Accordingly, this announcement or any documentation relating to the Offer are not being and should not be, directly or indirectly, sent, mailed or otherwise distributed or forwarded in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Persons receiving this announcement, the offer memorandum, any related documentation including but not limited to forms of acceptance must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer. Accordingly, no announcements, approvals or authorizations for the Offer have been made, arranged for or granted outside Austria.

Holders of securities of Addiko Bank AG should not rely on the investor protection laws of any jurisdiction other than Austria, including the EU legal acts. NLB therefore assumes no responsibility for compliance with laws other than Austrian law or applicable in Austria in respect of the Offer.

To the extent permissible under applicable law or regulation, NLB and persons acting on its behalf may purchase, or conclude agreements to purchase, shares in Addiko Bank AG, directly or indirectly, or enter into derivative transactions with respect to the shares in Addiko Bank AG, outside of the Offer, before, during or after the period in which the Offer remains open for acceptance. This also applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in Addiko Bank AG. These purchases may be completed via the stock exchange at market prices or outside the stock exchange in negotiated transactions. Any information about such purchases will be dis-closed as required by law or regulation in Austria or any other relevant jurisdiction.

Statements in this notification relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward looking statements. These statements may generally, but not always, be identified by the use of words such as "anticipates", "intends", "expects", "believes", or similar expressions. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of NLB. Any such forward-looking statements speak only as of the date on which they are made and NLB has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.

Investor Relations

NLB d.d., Ljubljana

 

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