The necessary regulatory approvals were obtained for the transfer of part of Invalda INVL group's businesses to AB Šiaulių bankas group
22 Noviembre 2023 - 1:30AM
The necessary regulatory approvals were obtained for the transfer
of part of Invalda INVL group's businesses to AB Šiaulių bankas
group
Invalda INVL informs that on 21 November 2023 it
has received a decision of the European Central Bank by which it
does not object that Invalda INVL acquired from 10 to 20 percent of
the shares of joint-stock company Šiaulių bankas (hereinafter,
Šiaulių bankas) and the voting rights granted by them.
This decision was the last of the regulatory
decisions/permits that Invalda INVL needed for transferring the
businesses under the Master Agreement, signed of 22 November 2022,
regarding merger of Invalda INVL retail asset management and life
insurance businesses with Šiauliu bankas group (hereinafter
referred to as the Transaction). More information about the
Transaction was published on 23 November 2022 in a notification on
a material event and on 22 February 2023 in a notification on a
shareholders’ meeting resolutions.
Earlier this year, the Bank of Lithuania also
adopted similar decisions regarding UAB SB Asset Management and
GDUAB SB draudimas (not to object that Invalda INVL indirectly
acquired from 10 to 20 percent of shares of these companies), as
well as issued a permit to UAB INVL Asset Management to transfer
the management of investment funds and the management of pension
funds to UAB SB Asset Management, and issued a permit to INVL Life,
UADB to transfer rights and obligations under insurance contracts
to GDUAB SB draudimas, and granted other permits / decisions, which
had to be obtained by Šiaulių bankas group companies for the
completion of the Transaction.
Taking into account the above, the parties to
the Transaction intend to transfer the businesses agreed in the
Transaction from Invalda INVL group to Šiaulių bankas group on 1
December 2023 at 00:00 (at midnight from 30 November 2023 to 1
December 2023), after the relevant bodies of the parties of the
Transaction have made the final decisions necessary for the
completion of the Transaction.
As mentioned earlier, after the implementation
of the Transaction, Invalda INVL will receive 9.39% of the
authorized capital of Šiaulių bankas. To complete the Transaction,
Šiaulių bankas will issue a new targeted issue of shares, the
issuance of which, among other things, additionally requires the
permission of the Bank of Lithuania to register amendments to the
Articles of Association of Šiaulių Bankas, and this permission
under the regulation can be obtained only after the payment for the
new shares of Šiaulių bankas (transfer of the assets agreed in the
Transaction from Invalda INVL group to Šiaulių bankas group). Thus,
the completion of the Transaction will be carried out in two
stages:
(i) Transfer of the assets agreed in the
Transaction from Invalda INVL group to Šiaulių bankas group, which,
as indicated above, will take place on 1 December 2023 at 00:00 (at
midnight from 30 November 2023 to 1 December 2023);(ii) The final
closing of the Transaction, which will take place after obtaining
the above-mentioned permission of the Bank of Lithuania to register
the amendments to the Articles of Association of Šiaulių Bankas,
registering the increase of the authorised capital of the bank in
the Register of Legal Entities, registering new shares in Nasdaq
CSD SE, as well as introduction thereof to trading on the regulated
market of AB Nasdaq Vilnius (this is expected to happen within 1
month from the transfer of the businesses to the Šiaulių bankas
group, i.e. until the end of 2023).
The person authorized to provide additional information is:
Darius Sulnis, CEO of Invalda INVL E-mail
Darius.Sulnis@invl.com
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