Announcement - Before trading hours
Warsaw, 11 March 2013
This announcement is not an offer of securities for sale in the United States, Canada, Japan or Australia. Any securities referred to herein may not be offered or sold in the United States, Canada, Japan or Australia absent registration or an exemption from registration. No public offering of any securities referred to herein will be made in the United States, Canada, Japan or Australia.
KBC Bank NV ("KBC") and Banco Santander S.A. ("Santander") announce that they are exploring options for the sale of shares in Santander's subsidiary Bank Zachodni WBK S.A. ("BZ WBK").
KBC and Santander have appointed a syndicate of banks to explore a potential sale of shares in
BZ WBK in 2013. Exact timing of the sale of shares will depend on market conditions.
The syndicate includes Deutsche Bank, Citi, Morgan Stanley, BofA Merrill Lynch, Credit Suisse, KBC Securities and Santander Investment who have been appointed Joint Global Coordinators and Joint Bookrunners. Dom Maklerski BZ WBK will be Joint Global Coordinator, Joint Bookrunner and Offering Agent. Goldman Sachs and UBS will also act as Joint Bookrunners. It is envisaged that the syndicate will be supplemented with junior members.
Information about BZ WBK
BZ WBK is a universal bank offering a wide range of products and services to both retail and corporate customers. Historically, the strength of BZ WBK has been in business and corporate banking and BZ WBK has achieved strong market position in this market segment. Over the past several years, BZ WBK has expanded its presence in retail banking by increasing its branch presence and growing its retail lending. By the end of 2012, BZ WBK's loan portfolio was almost evenly balanced between the retail and business and corporate banking segments. As of 31 December 2012, BZ WBK Group's market share in terms of total gross loans and deposits stood at 4.3% and 5.3% respectively, according to data from the National Bank of Poland. BZ WBK's traditional banking product offer has been supplemented by other financial products and services offered by BZ WBK subsidiaries. The BZ WBK Group established a strong presence in asset management (ranked top 5 in the market in terms of assets under management based on data as of 31
December 2012) and brokerage (7.3% market share in equity market trading and 11.9% market share in future contracts market trading according to data from the Warsaw Stock Exchange for 2012).
The core pillars of the BZ WBK Group's strategy are strong capital and funding position, focus on risk management and efficiency and strong corporate culture. The BZ WBK management team has over the past several years focused on diversifying the income of the Group, targeted growth in the most profitable market segments and placed strong emphasis on customer service and satisfaction. The strategy and approach to business resulted in balanced growth in loans and deposits and an increased presence in the profitable retail and SME segments, all of which have led to a strong and stable financial performance. BZ WBK has been one of the most profitable banks in Poland in terms of ROE and has had one of the strongest net income growth rates in the Polish banking sector in recent years.
On 4 January 2013, BZ WBK merged with Kredyt Bank, a medium-sized credit institution with a strong focus on retail banking and the mortgage market. The merger with Kredyt Bank consolidated the BZ WBK Group's position as one of the three leading banks in the country (together with Poland's two largest banks, PKO Bank Polski and Bank Pekao), with a significant gap between them and the rest of the market in terms of the size of the branch network. The BZ WBK Group's market share in total loans and total
deposits increased to 7.5% and 8.7% respectively, and the BZ WBK Group improved its position in retail banking and, in particular, in the mortgage market.
Following the merger with Kredyt Bank, the BZ WBK Group offers its services through 889 branches (as of
31 December 2012) across the country, as well as SME and Business & Corporate Centers located in all the major regions of the country. The BZ WBK Group also uses other distribution channels, including online banking, call centers, mobile banking and the ATM network. The aggregated customer base of the BZ WBK Group increased substantially as a result of the merger with Kredyt Bank. As of 31 December
2012, the aggregated BZ WBK Group and Kredyt Bank Group had approximately 4.1 million clients, including 3.8 million individual customers, 262 thousand SME customers and 7.3 thousand corporate customer groups.
For more information you can contact:
KBC Bank NV Wim Allegaert, Investors Relationship
Tel: +32 2 429 5051
Email: [email protected]
Viviane Huybrecht, General Manager, Corporate Communication / KBC Group Spokesperson
Tel. +32 2 429 85 45
E-mail [email protected]
Banco Santander S.A. Investor Relations
Tel: +34 91 259 6514
Email: [email protected]
NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN OR TRANSMITTED IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA.
This announcement does not comprise a prospectus for the purposes of Directive 2003/71/EC or any other applicable laws, rules or regulations and does not contain or constitute or form part of any offer or invitation, or any solicitation of an offer, for securities referred to herein and should not be relied on in connection with any contract or commitment whatsoever. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Any offer to acquire
securities referred to herein pursuant to any potential offering of shares in BZ WBK (the "Offering") will be made,
and any investor should make his investment decision solely on the basis of the appropriate and final offering
document which may be made available to the selected investors in due course in connection with the Offering.
The contemplated sale of securities referred to herein and the distribution of this announcement and other information in connection with the contemplated sale of securities referred to herein in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, any shares in BZ WBK to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The shares in BZ WBK referred to herein (the "Shares") may not be offered or sold
in the United States unless registered under the US Securities Act of 1933 (the "Securities Act") or offered in a
transaction exempt from, or not subject to, the registration requirements of the Securities Act. The potential offer and
sale of the Shares has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.
This announcement is directed only at (i) persons who are outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the "Order") and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order or (iv) other persons to whom an invitation or inducement t o engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the Offering may lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). Any investment activity to which this announcement relates will only be available to and will
only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents. The contemplated sale of securities referred to herein will not be made to the public in the United Kingdom.
This announcement is for promotional purposes only and under no circumstances shall constitute an offer or invitation, or form the basis for a decision, to invest in the securities of BZ WBK.
This announcement does not constitute a recommendation within the meaning of the Regulation of the Polish Minister of Finance Regarding Information Constituting Recommendations Concerning Financial Instruments or Issuers Thereof dated 19 October 2005.
No reliance may be placed for any purpose whatsoever on the information contained in this announcement. Such information is for background purposes only, may be subject to change and may not be complete or accurate.
Acquiring securities to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering investment should consult an authorized person specializing in advising on such investments. This announcement does not constitute a recommendation concerning the Offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offering for the person concerned.
Deutsche Bank, Citi, Morgan Stanley, BofA Merrill Lynch, Credit Suisse, KBC Securities, Santander Investment, Dom Maklerski BZ WBK, Goldman Sachs and UBS (the "Managers") are acting for KBC, Santander and BZ WBK and no one else in connection with the contemplated sale of the Shares, and will not be responsible to anyone other than KBC, Santander and BZ WBK for providing the protections afforded to their clients nor for providing advice in connection with the contemplated sale of the Shares.
This announcement may contain projections or other forward-looking statements regarding future events or the future financial performance of BZ WBK. You can identify forward-looking statements by terms such as "expect