The actions necessary to implement the agreement aimed at creating the 5th banking hub were initiated by Attica Bank. Thus, the procedures for both entitlements begin. red loans as well as for its absorption Pancritsia.
In particular, as it states in its briefing to the investing public:
- The Bank has initiated the process of securitising a portfolio of non-performing exposures with a total book value of EUR 2.3 billion, and subordinating the high-priority obligations of the securitisation to the Government Guarantee Programme “Hércules III”, with a total value of EUR 750 million, and
- The Board of Directors of the Bank has decided to initiate the merger process between Attica Bank and Pankritia Bank, with the absorption of Pankritia Bank by Attica Bank, in accordance with the relevant provisions of corporate law, Law 2515/1997 and Law 4601/2019 as applicable and effective (the “Merger”). The corresponding decision to initiate the Merger procedures was also taken by the Board of Directors of Pankritia Bank.
The basic terms of fusion
The date of the transformation balance sheet will be December 31, 2023 and the proposed exchange ratio (the “Swap Ratio”) will be calculated with a relative value of the combined companies apportioned as 90% for Attica Bank and 10% for Pankritia Bank, then relevant analysis and recommendation of the independent international financial organization UBS, which acts as financial advisor to the Bank for the purposes of the Merger.
The Exchange Ratio is subject to the receipt by the Boards of Directors of Attica Bank and Pankritia Bank of impartiality opinions from independent certified public accountants, as designated, pursuant to Law 2,515/1997 and Law 4,601/2019.
The implementation of the Incorporation is subject to the approval of the Incorporation by each of the General Meetings of the incorporating companies and the receipt of the licenses and approvals legally required by the competent authorities, in accordance with the applicable legislation.
The main points of the transaction and the benefits
The Merger, as mentioned, will bring significant benefits to Attica Bank and its shareholders:
- This is an action necessary for the subsequent capital reinforcement of the credit institution that will result from the Merger, in accordance with the commitments and as provided for in the Shareholders’ Agreement.
- It will lead to the creation of a single financial institution that should have a MEA ratio of less than 3%, due to the inclusion of the MEA portfolios of the two credit institutions in the Heracles III State Guarantee Programme.
- With the proposed merger and integration of Pankritia Bank’s assets, customers, branches and employees, the Bank will further enhance its competitiveness vis-à-vis other banks, significantly expand its network and operations across the country and increase its turnover and subsequently its profitability.
- It will lead to economies of scale in the case of administrative expenses and, in general, to a reduction in operating costs and to maximizing the efficiency of the administrative organization of the merged credit institutions.
HFSF rights and timeline
The special rights of the Financial Stability Fund (“TFS”), provided for in Law 3.864/2010 and in the Framework Agreement between Attica Bank and the TFS (RFA) do not change.
The Merger is expected to be completed by mid-September 2024, provided that all necessary corporate decisions of the incorporated credit institutions and the required licenses and approvals, under the Law, from the competent authorities are taken.
In any case, the timing of the Incorporation depends on several factors and is subject to change. The Bank will inform the investing public about the implementation of all stages of the Shareholders’ Agreement.