20.04.2001
Agreement with BRE Bank SA
BIG Bank GDAŃSKI S.A. announces that on 19 April 2001 it entered into an agreement with BRE Bank S.A. on the merger of Powszechne Towarzystwo Emerytalne BIG Bank GDAŃSKI S.A. [Pension Fund Manager] with Powszechne Towarzystwo Emerytalne Skarbiec-Emerytura [Pension Fund Manager].
The merger will be effected in accordance with the procedure laid down in Article 492 §1.1 of the Code of Commercial Companies, and the surviving company is PTE Skarbiec-Emerytura. The transaction is contingent on getting a permit from the Pension Fund Supervision Office (UNFE).
The share conversion parity was established based on the value of net assets of OFE Skarbiec-Emerytura [Open-Ended Pension Fund] and of OFE {ego} [Open-Ended Pension Fund] as at 31 December 2000. After the merger of the fund managers, BIG Bank GDAŃSKI S.A.'s and a BRE Bank S.A.'s shareholding in, and percentage of votes at the General Meeting of Shareholders of, PTE Skarbiec-Emerytura will be 38.61% and 61,39%, respectively.
The agreement also obliged the parties to enter into an agreement on the sale by BIG Bank GDAŃSKI S.A. of all its shares in PTE Skarbiec- Emerytura, issued to BIG Bank GDAŃSKI S.A. after the merger.
The purchase price of the shares will be no less than 320,000,000 zlotys and no more than 370,000,000 zlotys. The price will be determined one month after the date of the announcement of UNFE's decision permitting the merger of the fund managers in accordance with Article 70.1 of the Law on Organization and Operation of Pension Funds dated 28 August 1997.
The maximum price can change depending on PTE BIG BG's demand for equity before the merger. The price will be paid after obtaining the UNFE permit and all other permits required for the purchase of such shares.
On 20 April 2001 BRE Bank S.A. paid BIG BG S.A. 10,000,000 zlotys as an advance against the purchase price.
In line with earlier announcement, BIG Bank GDAŃSKI S.A., taking into account the market position of OFE {ego} with 240 thousand members and net assets of 147.3 million zlotys (as at 31 December 2000), decided that it is not big enough to ensure its sustainable development.
The merger of both fund managers, as a result of which a fund ranking sixth in the market will be created, will be favourable also for OFE {ego} members, who, taking into account the existing commission policy, can expect lower commissions on their contributions.
The share conversion parity was established based on the value of net assets of OFE Skarbiec-Emerytura [Open-Ended Pension Fund] and of OFE {ego} [Open-Ended Pension Fund] as at 31 December 2000. After the merger of the fund managers, BIG Bank GDAŃSKI S.A.'s and a BRE Bank S.A.'s shareholding in, and percentage of votes at the General Meeting of Shareholders of, PTE Skarbiec-Emerytura will be 38.61% and 61,39%, respectively.
The agreement also obliged the parties to enter into an agreement on the sale by BIG Bank GDAŃSKI S.A. of all its shares in PTE Skarbiec- Emerytura, issued to BIG Bank GDAŃSKI S.A. after the merger.
The purchase price of the shares will be no less than 320,000,000 zlotys and no more than 370,000,000 zlotys. The price will be determined one month after the date of the announcement of UNFE's decision permitting the merger of the fund managers in accordance with Article 70.1 of the Law on Organization and Operation of Pension Funds dated 28 August 1997.
The maximum price can change depending on PTE BIG BG's demand for equity before the merger. The price will be paid after obtaining the UNFE permit and all other permits required for the purchase of such shares.
On 20 April 2001 BRE Bank S.A. paid BIG BG S.A. 10,000,000 zlotys as an advance against the purchase price.
In line with earlier announcement, BIG Bank GDAŃSKI S.A., taking into account the market position of OFE {ego} with 240 thousand members and net assets of 147.3 million zlotys (as at 31 December 2000), decided that it is not big enough to ensure its sustainable development.
The merger of both fund managers, as a result of which a fund ranking sixth in the market will be created, will be favourable also for OFE {ego} members, who, taking into account the existing commission policy, can expect lower commissions on their contributions.