Voluntary Public Offer to Purchase Part of the Shares Issued by MONETA
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VOLUNTARY PUBLIC PROPOSAL TO PURCHASE PART OF THE SHARES ISSUED BY MONETA MONEY BANK, A.S. MADE BY TANEMO A.S. Tanemo a.s., ID No.: 098 34 273, having its registered office at Evropská 2690/17, Dejvice, Postal Code 160 00, Prague 6, Czech Republic registered in the Commercial Register administered by the Municipal Court in Prague file number B 25995 (the “Offeror”) in accordance with Section 322 et seq. of the Act No. 90/2012 Sb., on Commercial Companies and Cooperatives (Business Corporation Act), as amended (the “Business Corporation Act” or the “BCA”), makes this voluntary public proposal to purchase the shares issued by MONETA Money Bank, a.s., ID No.: 256 72 720, having its registered office at Prague 4, Vyskočilova 1442/1b, Michle, Postal Code 140 00, Czech Republic, registered in the Commercial Register administered by the Municipal Court in Prague, file number B 5403 (the “Company”), the nominal value of which shall not exceed Maximum Bid Volume (as defined below) (the “Bid”). The Bid is made to all of the owners of shares of the Company under the conditions set out below. The Offeror notes that as of the date of the Bid the PPF Group to which the Offeror belongs, it collectively owns 3,208,913 Shares (as defined below), which represent a 0.6279 % share in the registered share capital or voting rights in the Company (the “Existing Share”). This Bid is a voluntary public proposal to purchase participating securities (shares) in accordance with Section 322 et seq. of Business Corporation Act. 1. SECURITIES TO WHICH THE BID EXTENDS 1.1. The Bid extends to all of the ordinary shares issued by the Company form: registered security, type: book-entry in the nominal value of CZK 20 per one share, ISIN: CZ0008040318, the issuing price of which was fully-paid (the “Shares”), up to the aggregate number of Shares issued by the Company, the nominal value of which shall not exceed, including the Existing Share, 20 % of the registered share capital or the voting rights in the Company (the “Maximum Bid Volume”). The Offeror is entitled to increase the amount of the Maximum Bid Volume any time during the Acceptance Period (as defined below) in order to meet any increased interest in the acceptance of the Bid by the Company's shareholders, up to such total number of Shares whose aggregate nominal value reaches, including the Existing Share, 29 % of the share capital or voting rights in the Company. The Offeror is entitled to make such a change, and this change becomes effective, by a notice published in the same manner as the Bid was made, i.e., by publishing information about this change on the Company's website and by publishing it in the Commercial Gazette. In the event of exceeding the Maximum Bid Volume, the shareholders who have accepted the Bid will be satisfied in proportion to the total number of Shares, in relation to which the Bid will be accepted. 1.2. This Bid consists of two parts, whereas: a) in relation to that part of the Shares in respect of which a proper and valid Notice of Acceptance (as defined below) has been delivered, the aggregate nominal value of which, including the Existing Share, does not reach 10 % of the registered share capital or the voting rights in the Company (the “Limit for the Unconditioned Part of the Bid”), the settlement of the transfer of ownership and payment of the Bid Price (as defined below) shall not be made subject to the satisfaction of the Condition (as defined below) (the “Unconditioned Part”), and b) in relation to that part of the Shares in respect of which a proper and valid Notice of Acceptance has been delivered, the aggregate nominal value of which, including the Existing Share, reaches 10 % of the registered share capital or the voting rights in the Company and does not exceed the Maximum Bid Volume, the settlement of the transfer of ownership and payment of the Bid Price shall be made subject to the satisfaction of the Condition (the “Conditioned Part”). In the event of exceeding the Limit for the Unconditioned Part of the Bid, the shareholders who have accepted the Bid shall be satisfied in the regime of the Unconditioned Part of the Bid in proportion to the total number of Shares in relation to which the Bid will be accepted. In the remaining extent, the shareholders who have accepted the Bid shall be satisfied and the transfer of these remaining Shares shall be settled in the regime for the Conditioned Part of the Bid. 1.3. The Company is a bank domiciled in the Czech Republic and as such is a subject to the regulation of Act No. 21/1992 Coll., on Banks, as amended (the “AOB”). As a result, the conditions for acquiring a qualifying holding in the Company pursuant to Section 20 of the AOB may apply to this Bid. Given that the PPF Group as of the day of the Bid owns the Existing Shares, the Bid is, in the part of the Bid which reaches 10 % (or 20%, as the case may be) of the registered share capital or the voting rights in the Company, is made subject to obtaining the consent of the Czech National Bank (the “CNB”) granted to the Offeror or to the persons controlling pursuant to Section 20 (3) AOB to acquire a qualifying holding in the Company (the “CNB Consent” or “Condition”). The legal force of the decision on the above-mentioned consent of the CNB to acquire a qualifying holding in the Company is the moment of satisfaction of the Condition. The Offeror undertakes to procure that within twenty (20) Business Days from the moment the Offeror notifies the Interested Shareholders (as defined below) that the CNB consent will be required, the relevant request for the CNB’s Consent shall be prepared and submitted. 1.4. No lien, encumbrance, right of first refusal or any other factual or legal burden or restriction of any nature may encumber the Shares being transferred to the Offeror by persons accepting the Bid. The Shares must be transferred together with all of the rights which are or should be related to them in accordance with the relevant legal regulations and/or the Articles of Association of the Company. 1.5. The Shares are registered in the central register of registered securities administered by Centrální depozitář cenných papírů, a.s., having its registered office at Prague 1, Rybná 14, Postal Code 110 00, Czech Republic, ID No.: 250 81 489 (the “Central Register” and the “Central Depository“). 2. BID PRICE 2.1. The Offeror offers that, under the conditions stipulated in this Bid, it will purchase the Shares for the price of CZK 80 per one Share (the “Bid Price”). 3. ACCEPTANCE PERIOD, RECEIVING AND SETTLEMENT AGENT 3.1. This Bid is open for acceptance within the period from 8th February 2021 until 26th February 2021 (the “Acceptance Period”). The Offeror is entitled to extend the Acceptance Period up until prior to the expiry of the above-mentioned Acceptance Period, until 5th March 2021. The Offeror is entitled to make such a change, and this change becomes effective, by a notice published in the same manner as the Bid was made, i.e., by publishing information about this change on the Company's website and by publishing it in the Commercial Gazette. 3.2. The Offeror has instructed PPF banka a.s., a licenced investment firm, ID No.: 471 16 129, having its registered office at Prague 6, Evropská 2690/17, Postal Code 160 41, Czech Republic, registered in the Commercial Register administered by the Municipal Court in Prague, file number B 1834 (the “Agent“), to act on behalf of the Offeror in the process of accepting the Bid and to act as a participant in the Central Depository in respect of the settlement of the transfers of the Shares and payment of the corresponding consideration. 3.3. The Agent shall not be bound by any obligations arising out of or relating to the Agreements (as defined below). For the avoidance of doubt, it is expressly stated that the Agent does not assume or guarantee any obligation or liability of the Offeror under or in connection with the Bid. 3.4. The Agent is entitled (but not obligated) to give advice on the mechanics on the process of acceptance of the Bid. 4. ACCEPTANCE OF THE BID AND CONCLUSION OF THE AGREEMENT 4.1. A holder of Shares registered in the Central Register that is willing to accept the Bid relating to its Shares (the “Interested Shareholder”), shall declare its acceptance of the Bid by the due execution of a written notice containing all of the essential elements listed in Sections 4.4, 4.5 a 4.6 below, such notice must be made on the form, which is available to the Interested Shareholders either at the Agent´s branch at the address of PPF banka a.s., Evropská 2690/17, Prague 6, Postal Code 160 41, Czech Republic, or by electronic download on the Offeror’s website: https://www.ppf.eu/en/tanemo (the “Notice of Acceptance”), and by delivery of the Notice of Acceptance to the Agent in the way and under the terms stipulated in Section 4.7 below. 4.2. Without undue delay after the Acceptance Period, and no later than six (6) Business Days after the Acceptance Period, the Agent shall notify persons who have duly and timely delivered a Notice of Acceptance to the Agent pursuant to this Bid and which meets all the conditions set forth in this Bid that the Agreement was concluded in the manner specified in the Section 9 below.