Mandatory Disclosure

PUBLIC DISCLOSURE OF INSIDE INFORMATION

22 January 2021 at 5:30pm CET

MONETA Money Bank, a.s. ("Moneta") announces that today it received from Tanemo a.s. (ID No. 098 34 273, with its registered seat at Evropská 2690/17, Dejvice, Post Code 160 00, Prague 6), a member of PPF Group ("PPF"):

  1. wording of a public proposal to purchase part of the shares issued by Moneta (voluntary tender offer) in the amount of up to 20% from its existing shareholders along with a request to the Management Board of Moneta to prepare its opinion thereon within 5 business days, i.e.by 29 January 2021; and
  2. invitation for negotiations concerning acquisition of Air Bank and other companies from PPF Group providing financial services in the Czech Republic and Slovakia.

PPF Group also states that it holds a 0.6279% shareholding in Moneta as of the date of the receipt of above document.

  1. VOLUNTARY TENDER OFFER FOR PURCHASE OF SHARES IN MONETA BY PPF GROUP

Moneta discloses that today it received from PPF a wording of a voluntary tender offer for purchase of shares in Moneta pursuant to the Business Corporations Act (Act No. 90/2012 Coll., Section 322). According to its wording, the voluntary tender offer is to be addressed to all existing shareholders of Moneta.

Main parameters of the wording of the voluntary tender offer received by Moneta are as follows:

  1. Share purchase price - CZK 80.00
    PPF will offer to purchase Moneta shares for the all-cash consideration of CZK 80.00 per one share. The consideration for tendered shares will be paid out upon a transfer of their ownership title. Purchases of shares under the tender offer will be carried out through PPF banka a.s.
  1. Maximum volume of purchased shares - 20% of the total nominal value with PPF's right to increase it up to 29%
    The wording of the voluntary tender offer contemplates purchases of shares with the total nominal value (after counting in PPF Group´s existing 0.6279% shareholding in Moneta) not

MONETA Money Bank, a.s. | Vyskočilova 1442/1b, 140 28 Praha 4 - Michle | Company ID 25672720 | Registered by the Municipal Court in Prague, Section B, Insert 5403 | tel.: +420 224 443 636 | www.moneta.cz

exceeding 20% of the total nominal value of all shares in Moneta, with PPF's right to unilaterally increase this maximum volume up to 29%. The offer further contemplates that the voluntary tender offer will be carried out in two phases, the first unconditional and the second conditional upon obtaining a regulatory approval as laid out in Section IV. below.

  1. Unconditional part of the tender offer - up to 10% of the total nominal value
    The transfer of ownership and payment of the purchase price in respect of the tendered shares with the total nominal value (after counting in PPF Group´s existing 0.6279% shareholding in Moneta) below 10% will not be conditional upon obtaining approval from the regulator - the Czech National Bank ("CNB"). According to the Banking Act (Act No. 21/1992 Coll., Section 20(3)), acquisition of a shareholding in Moneta below 10% does not constitute acquisition of a so-called "qualifying holding" and is not subject to such regulatory approval.

IV. Conditional part of the tender offer - conditional upon CNB´s approval

The transfer of ownership and payment of the purchase price in respect of tendered shares with the total nominal value (after counting in PPF Group´s existing 0.6279% shareholding in Moneta) of 10% or more will be conditional upon obtaining a regulatory approval from the CNB pursuant to the Banking Act. According to the information in the voluntary tender offer, PPF will apply for such regulatory approval within 20 business days from its announcement that the total nominal value of tendered shares (after counting in PPF Group´s existing 0.6279% shareholding in Moneta) has reached 10% or more.

  1. Settlement of potential excess demand
    If the volume of tendered shares (after counting in PPF Group´s existing 0.6279% shareholding in Moneta) reaches or exceeds the threshold for the unconditional part of the tender offer (i.e. 10% of the total nominal value), shareholders who tendered their shares will be satisfied from the unconditional part proportionately. Shareholder demand not satisfied under the unconditional part will be accepted (and the sale of the remaining tendered shares settled) under the allotment for the conditional part of the voluntary tender offer.
    The principle of proportionate satisfaction of shareholder demand is also envisaged in respect of the conditional part of the voluntary tender offer in case the maximum volume of shares subject to the tender offer is exceeded (see Section II. above).

VI. Settlement of share purchases

PPF will instruct PPF banka a.s. to act on behalf of PPF in the process of acceptance of the voluntary tender offer, settlement of Moneta shares transfers and payment of the consideration for such transfers. Further details will be published by PPF together with the voluntary tender offer.

VII. Acceptance period of the voluntary tender offer

The voluntary tender offer will be binding in accordance with the Business Corporations Act. The voluntary tender offer will be open for acceptance by Moneta´s shareholders from 8 February 2021 to 26 February 2021. PPF reserves the right to extend the acceptance period to 5 March 2021. The voluntary tender offer might be in part subject to the regulatory approval from the CNB as described above.

VIII.The voluntary tender offer will not result in takeover of control over Moneta

According to wording of the voluntary tender offer, PPF Group will not take over control over Moneta as a result of realization of the voluntary tender offer.

The declared reason for making the voluntary tender offer is the interest of PPF Group to reach an agreement with Moneta concerning an acquisition and a mutual combination of business activities, anticipating combination of Air Bank a.s. and other companies from PPF Group providing financial services in the Czech Republic and Slovakia with Moneta.

In this context, PPF has decided to address shareholders of Moneta with the voluntary tender offer in order for PPF to acquire a significant shareholding in Moneta which would enable it to support realization of the said combination plan from the position of a Moneta´s shareholder. By means of the voluntary tender offer, PPF simultaneously gives an opportunity to Moneta´s shareholders who will not support a potential realization of the planned combination to sell their shares. The voluntary tender offer is, however, not in any way conditional upon either the combination or approval of such combination by Moneta´s shareholders.

Pursuant to Section 324(2) of the Business Corporations Act, the Management Board of Moneta is required to assess the wording of the voluntary tender offer and prepare its opinion thereon within 5 business days from its delivery, i.e.by 29 January 2021. The Management Board of Moneta will deliver this opinion to PPF and will publish it on its website: https://investors.moneta.cz/.

  1. INVITATION FOR NEGOTIATIONS REGARDING ACQUISITION OF AIR BANK AND ITS SUBSEQUENT MERGER WITH MONETA

Moneta further informs that today, along with the voluntary tender offer, it received a letter from PPF Group with an invitation for negotiations concerning an acquisition of Air Bank a.s. and of other companies from PPF Group providing financial services primarily in the Czech Republic and also in Slovakia by Moneta.

In its letter, PPF Group proposed the following transaction parameters:

  1. Acquisition of and subsequent merger with Air Bank
    As part of the acquisition, Moneta would acquire from PPF Group a 100% shareholding in Air Bank a.s. and the following companies affiliated with Air Bank a.s.: (i) Home Credit a.s.; (ii) Benxy s.r.o.; and (iii) Home Credit Slovakia, a.s. ("Air Bank") The acquisition is structured as a share-for-share exchange based on an exchange ratio and does not contemplate payment of any other consideration. A subsequent step is to merge these two banks.
  1. Proposed share exchange ratio
    The acquisition of Air Bank would be carried out by the shares exchange with the exchange ratio of 60.3% (value of Moneta) : 39.7% (value of Air Bank). By this shares exchange, PPF would acquire a 39.7% shareholding in Moneta in addition to any shares acquired under the voluntary tender offer described in part A. above. Based on the proposed exchange ratio, the number of shares issued by Moneta would increase from 511 million pieces to 847,429,519 pieces. The PPF Group would acquire the newly issued Moneta shares in exchange for 100% shares in Air Bank.
  1. Offer of mutual due diligence
    The letter further contemplates a mutual due diligence the results of which would serve as a basis for confirmation of the proposed share exchange ratio between Moneta and Air Bank (see Section II. above).

IV. Transaction documents and regulatory approvals

Proposals from the PPF Group also envisage negotiations of transaction documents and a subsequent application for relevant regulatory approvals.

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Moneta Money Bank a.s. published this content on 22 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 January 2021 16:53:03 UTC