Market News


PATRIA BANK S.A. - PBK

Notification - partial repurchase of shares

Release Date: 9/2/2021 6:00:20 PM

IRIS Code: 4F8D5

No.       530331/02.09.2021

 

To:       FINANCIAL SUPERVISORY AUTHORITY (FSA) - Financial instruments and investments sector

            BUCHAREST STOCK EXCHANGE

 

Ref:       Partial repurchase of shares as a result of the withdrawal of shareholders who did not vote in favor of approving the merger project of Banca Comerciala Carpatica S.A. and Patria Bank S.A.

Report date: 02.09.2021

Name of the issuer: PATRIA BANK SA

Headquarters: Bucharest, 42, Pipera Road, Globalworth Plaza Building, Floors 8 and 10

Phone / Fax No: 0800 410 310 / +40 372 007 732

Unique Registration Code with the Trade Register: RO 11447021

Order number in the Trade Register: J40/9252/2016

Subscribed and paid-in share capital: RON 311,533,057.50

The regulated market where the instruments are traded: Bucharest Stock Exchange

 

 


Information about the partial repurchase of shares as a result of the withdrawal of the shareholders who did not vote in favor of approving the merger project of Banca Comerciala Carpatica S.A. and Patria Bank S.A.

 

 

    

On October 5, 2016, both the Extraordinary General Meeting of Shareholders of Banca Comerciala Carpatica S.A. and the Extraordinary General Meeting of Shareholders of Patria Bank S.A. took place for the approval of the merger project of the two banks; the merger was implemented with effective date May 1, 2017.

 

The two banks granted, upon request, under the conditions of art. 134 and art. 103 of Law no. 31/1990 regarding the companies, with the subsequent modifications and completions and with the observance of the limitations imposed by the legislation applicable to credit institutions, the withdrawal right of the shareholders from the two banks that did not vote in favor of approving the merger project of the two banks, under the conditions and in accordance with the withdrawal procedures that were made available to the shareholders on that occasion and which are available at https://www.patriabank.ro/d/42, respectively at https://www.patriabank.ro/d/613 ("Withdrawal Procedures"). The terms used in capital letters in this current report have the same meaning as the terms defined in the Withdrawal Procedures, as well as in the materials related to the Extraordinary General Meeting of Shareholders of Patria Bank dated 28.07.2017 by which it was decided to reduce the share capital by canceling a number of shares.

 

Taking into account the limitations imposed by the legislation applicable to credit institutions, Patria Bank SA requested the National Bank of Romania to approve the partial repurchase of its own shares in the amount of RON 1,089,572 proportionally from the shareholders who exercised their right of withdrawal during the merger process in accordance to the provisions of the Withdrawal Procedures.

 

By letter no. FG / 541 / 19.08.2021 registered at Patria Bank under no. 524773 / 20.08.2021, the National Bank of Romania communicated the prior approval of the partial repurchase of Patria Bank's own shares in the amount of RON 1,089,572.

 

We specify that, following the reduction of the share capital approved by Extraordinary General Meeting of Shareholders of Patria Bank dated 28.07.2017 (‘EGSM”) the number of shares held

by each shareholder has been reduced accordingly. Within the EGSM, Patria Bank presented the calculation algorithm related to the repurchase operation as a result of the withdrawal requests (available on the Patria Bank website: https://www.patriabank.ro/d/659), an algorithm that aims to preserve the rights of shareholders who have exercised the right of withdrawal in accordance with the Withdrawal Procedures.

 

Having in view the prior approval of the National Bank of Romania mentioned above, the total number of shares subject to the current partial repurchase operation from the shareholders who have exercised their right of withdrawal in the merger process in accordance with the Withdrawal Procedures is 7,340,990 shares.

 

The number of shares to be repurchased from each Eligible Shareholder (“Partial Repurchase Shares”) is represented by the rounded value calculated as the Number of New Eligible Shares held by the shareholder multiplied by the factor of partial repurchase of 2.925875% (“Partial Repurchase Factor”). The Partial Repurchase Factor is computed as a ratio between the amount approved by the National Bank of Romania for partial repurchase and the initial total value of the Eligible Shares which have been the subject of withdrawal requests calculated in accordance with the Withdrawal Procedures.

 

The partial repurchase of the shares and the payment of the price of the Partial Repurchase Shares can be made only on condition of the lock-up (blocking or Romanian: indisponibilizare) of the Partial Repurchase Shares in Section I of the Central Depository starting with the Date of Lock-up and until the date of the transfer of ownership. Each shareholder who has exercised the right of withdrawal in accordance with the Withdrawal Procedures must carry out the procedures for lock-up of the Partial Repurchase Shares, including paying the fee due to the Central Depository according to the Withdrawal Procedure. The obligation of Patria Bank to repurchase shares refers exclusively to the Partial Repurchase Shares that are blocked in Section I of the Central Depository on the Date of Lock-up; therefore, if the shareholder who filed a withdrawal request does not take steps in order to lock-up the Partial Repurchase Shares, Patria Bank no longer has the obligation to repurchase the Partial Repurchase Shares.  

 

The Lock-up Date for this partial repurchase in accordance with the Withdrawal Procedures is September 20, 2021.

 

If all the conditions mentioned in the Withdrawal Procedures and in this current report are met:

 

a.    payment of the price of the Partial Repurchase Shares locked-up on the Date of Lock-up will be made through the Central Depository within 15 working days from the Date of Lock-up in accordance with the Withdrawal Procedure, respectively October 12, 2021, date which is considered the Payment Date and the date on which the obligation to pay the withdrawal price for this partial repurchase is due; and

 

b.    the ownership right over the Partial Repurchase Shares locked-up on the Date of Lock-up will be transferred to Patria Bank within maximum three working days from the Payment Date, by direct transfer operated in the shareholders register by the Central Depository according to the applicable regulations, respectively on October 18, 2021 at the latest.

 

Additional information (including information on the number of shares that can be repurchased from each eligible shareholder, as well as on the obligations of shareholders in connection with the lock-up) regarding the above-mentioned can be obtained by email to the following email address: capital@patriabank.ro .

 

 

 

General Manager                                          Deputy General Manager

Burak Yildiran                                                Valentin Vancea



 Print

Information provided by IRIS, the news platform of the Bucharest Stock Exchange.

______________________

Bucharest Stock Exchange ("BVB") is not responsible for the content of this News item. Issuers whose financial instruments are traded on markets operated by BVB are required to report in accordance with current legal and regulatory provisions. BVB publishes these Reports as market administrator, appointed by ASF. When, for investors’ information, Reports are published, either signed by different persons, or with conflicting information, legal liability lies fully with the signatories. BVB disclaims any obligation or responsibility towards issuers or third parties, regarding the reality, completeness and accuracy of information provided by them and distributed by BVB. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.


©2016 Bucharest Stock Exchange. All rights reserved