2012 - Kredyt Bank
21.12.2012
Resolution No. 1326/2012 of the Warsaw Stock Exchange Management Board dated 20 December 2012 on the suspension on the WSE Main List of trading in shares of the company Kredyt Bank S.A.
The Management Board of Kredyt Bank S.A. informs that the Management Board of the Warsaw Stock Exchange (WSE) took the Resolution No. 1326/2012 dated 2012-12-20 on the suspension on the WSE Main List of trading in shares of Kredyt Bank S.A. in connection with the planned merger of Kredyt Bank S.A. with Bank Zachodni WBK S.A.
The Resolution of the WSE Management Board provides suspension of Kredyt Bank S.A. shares coded as “PLKRDTB00011” as from January 2, 2013 until the day of their delisting.
Moreover the WSE Management Board decided that the broker’s orders for the Kredyt Bank S.A. shares coded as “PLKRDTB00011” that have remained unexecuted until 28 December 2012 (inclusive) shall be cancelled after the end of trading on that day and broker’s orders for the shares, mentioned above, shall not be accepted starting from 2 January 2013.
06.12.2012
Obtaining a decision concerning the information memorandum prepared by Bank Zachodni WBK S.A. in connection with the merger of Bank Zachodni WBK S.A. with Kredyt Bank S.A.
In reference to the current report dated February 28, 2012 titled: "Issuer's intent to merge - agreement on starting work to merge Kredyt Bank S.A. and Bank Zachodni WBK S.A.", the Management Board of Kredyt Bank S.A. (the "Company") makes publicly known that it received the information on the Polish Financial Supervision Authority decision issued today confirming that both the form and content of the information memorandum are equivalent to the information required to be included in a prospectus in connection with the merger of the Bank Zachodni WBK S.A. with the Company (the "Merger"), i.e. a decision pursuant to Art. 38 section 1 of the Act on Public Offering, the Conditions Governing the Introduction of Financial Instruments to Organised
Trading, and on Public Companies, dated 29 July 2005.
As a consequence of the aforementioned decision being issued, the last condition precedent for the submission by the Bank Zachodni BZ WBK S.A. management board of an application for the registration of the Merger with the relevant registry court has been fulfilled.
Moreover from received it appears that the management board of Bank Zachodni WBK S.A. intends to submit a relevant application for the registration of the Merger at its earliest convenience.
05.12.2012
Consent to introducing an amendment to the Bank Zachodni WBK S.A. statute - 36/2012
In reference to current report dated February 28, 2012 titled: “Issuer's intent to merge - agreement on starting work to merge Kredyt Bank S.A. and Bank Zachodni WBK S.A.”, the Management Board of Kredyt Bank S.A. (the "Company”) makes publicly known the information obtained today that on December 4, 2012 the Polish Financial Supervision Authority issued a decision under article 34(2) of the Banking Law granting consent for the change of Bank Zachodni WBK S.A. statute introduced in relation to the merger of the Bank Zachodni WBK S.A. with Kredyt Bank S.A., which was approved by the Extraordinary General Meeting of Shareholders of Bank Zachodni WBK S.A. on 30 July 2012 and including an amendment to §10 of the Bank Zachodni WBK S.A. statute.
04.12.2012
Supplement to the current report no 34/2012 - 35/2012
In addition to the current report no 34/2012, the Management Board of Kredyt Bank S.A. makes publicly known the Announcement of the Polish Financial Supervision Authority (PFSA) concerning the consent for the merger of Bank Zachodni WBK S.A. with Kredyt Bank S.A.
04.12.2012
Obtaining of PFSA consent for the merger of Bank Zachodni WBK S.A. and Kredyt Bank S.A.
In reference to current report dated February 28, 2012 titled: “Issuer's intent to merge - agreement on starting work to merge Kredyt Bank S.A. and Bank Zachodni WBK S.A.”, the Management Board of Kredyt Bank S.A. (the "Company”) hereby gives notice that on 4 December 2012 the Polish Financial Supervision Authority issued a decision under article 124(1) of the Banking Law consenting to the merger of the Company with Bank Zachodni WBK S.A.
31.08.2012
Assimilation of shares
The Management Board of Kredyt Bank S.A. announces that pursuant to the Resolution no. 837/2012 dated August 24, 2012 of the Management Board of the Warsaw Stock Exchange as well as the Resolutions no 638/12 dated 28 August 2012 and the Resolution 641/12 dated 30 August 2012 of the Management Board of National Depository for Securities, 425 bearer shares created as a result of the conversion of 425 registered shares of series F of Kredyt Bank S.A. marked with code PLKRDTB00029 will be assimilated on August 31, 2012 with 271,593,016 shares marked with code PLKRDTB00011. The shares included in assimilation receive code PLKRDTB00011.
The shares mentioned above will be introduced by the Warsaw Stock Exchange, in an ordinary manner, to the stock exchange trading on primary market as from August 31, 2012.
As of August 31, 2012:
1) 9 734 shares are marked with PLKRDTB00029 code,
2) 271 593 441 shares are marked with PLKRDTB00011 code.
21.08.2012
Date when the decision on bankruptcy of Reliz Sp. z o.o. becomes final - 32/2012
In addition to the current report no 31/2012 dated August 16, 2012 concerning the information on the decision issued on August 14, 2012 by the XI Commercial Insolvency and Arrangement Division of District Court of Poznan - Old Town, declaring bankruptcy of Reliz Sp. z o.o. (100 owned subsidiary of Kredyt Bank S.A.) by liquidation of its assets, on the basis of the information obtained from Reliz Sp. z o.o. that the said decision was delivered to Reliz Sp. z o.o. on August 21, 2012, The Management Board of Kredyt Bank S.A. informs that the said decision will become final on August 28, 2012, unless the appeal is submitted by this day.
16.08.2012
Decision on declaring bankruptcy of Reliz Sp. z o.o. by liquidation of its assets - 31/2012
The Management Board of Kredyt Bank S.A. obtained on August 16, 2012 the information on a decision issued on August 14, 2012 by the XI Commercial Insolvency and Arrangement Division of District Court of Poznan - Old Town, declaring bankruptcy of Reliz Sp. z o.o. (100 owned subsidiary of Kredyt Bank S.A.) by liquidation of its assets.
The court appointed Judge Przemysław Nowacki as the judge-commissioner and Elżbieta Wojnowska as the bankruptcy administrator.
The decision will become final one week after the date on which it is delivered to Reliz Sp. z o.o., unless the appeal is submitted before the end of the said period.
The information concerning application for bankruptcy liquidation of Reliz Sp. z o.o. was presented by Kredyt Bank S.A. in the current report no 27/2012 dated July 24, 2012.
01.08.2012
The sale of Zagiel shares by KBC - 30/2012
Referring to the current report no. 25/2011 on the decision to establish the provision in the amount of PLN 35 million for the potential obligation related to resale of Zagiel S.A. by KBC Group, the Management Board of Kredyt Bank S.A. informs that it received on July 31, 2012 the information that KBC Bank finalised the sale of 100% of its shares of Zagiel S.A. to Santander Consumer Finanse S.A. for the price of PLN 10 million.
The agreement concluded on December 16, 2009 between Kredyt Bank S.A. and KBC Bank N.V. provided that Kredyt Bank S.A. risk was limited to 10% of the sale price of PLN 350 million, i.e. PLN 35 million, if KBC should divest Zagiel externally for the price lower than the said sale price.
On July 31, 2012 Kredyt Bank S.A. received a claim for payment of PLN 35 million to KBC Bank NV, resulting from the agreement concluded on December 16, 2009.
The said payment will not affect the P&L of Kredyt Bank S.A. Group in 2012, because the Bank established the provision for the said obligation in December 2011.
30.07.2012
Resolution taken by the Extraordinary General Assembly Meeting of Kredyt Bank S.A. on July 30, 2012 - 29/2012
The Management Board of Kredyt Bank S.A. makes publicly known the Announcement on the resolutions taken by the Extraordinary General Assembly Meeting of Kredyt Bank S.A. on July 30, 2012 including justifications and attachments.
Moreover the Management Board of Kredyt Bank S.A. informs that 221 920 651 shares, accounting for 81,69% of the Bank's share capital were represented at the Extraordinary General Assembly Meeting of Kredyt Bank S.A.
In connection with Art. 70 point 3 of the Law of July 29, 2005 on public offer and introducing financial instruments to the organized trading system and the listed companies the Bank's Management Board informs that in accordance with the list of shareholders entitled to participate in Extraordinary General Assembly of Kredyt Bank S.A. on May 25, 2012, shareholder entitled to exercise 5% or more votes at the General Assembly Meeting was only KBC Bank NV with 217 327 103 votes, representing 80.00% share in the Bank's share capital and constituting 97,93% of the total number of votes at the said Ordinary General Assembly.
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25.07.2012
Stance of Kredyt Bank S.A.'s Management Board on Issuer's intent to merge - 28/2012
In performance of the obligation to publish a written stance of the Management Board on the Issuer’s intent to merge arising from § 19 item 3 of the Minister of Finance Regulation of 19 February 2009 concerning current and periodical information submitted by issuers of securities and on conditions under which such information may be recognised as equivalent to information required by the laws of a state which is not a member state (Journal of Laws no. 33, item 259, as amended), Kredyt Bank S.A. (the “Issuer”) presents the written stance of the Issuer’s Management Board on merger of Kredyt Bank Spółka Akcyjna with Bank Zachodni WBK Spółka Akcyjna, attached as a schedule to this report.
Legal basis:
article 56 item 1 point 2 of the Act on Public Offering and Conditions for Admitting Financial Instruments to an Organized Trading System and on Public Companies (uniform text: Journal of Laws no. 185 item 1439 of 2009, as amended) in reference to § 19 item 3 of the Minister of Finance Regulation of 19 February 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognised as equivalent to information required by the laws of a state which is not a member state (Journal of Laws no. 33, item 259, as amended).
- Stance It will open in a new window
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24.07.2012
Application for bankruptcy liquidation of Reliz Sp. z o.o. - 27/2012
The Management Board of Kredyt Bank S.A. makes publicly known that it received the information that on July 23, 2012 the management board of Reliz Sp. z o.o. (100% owned subsidiary of Kredyt Bank S.A.) filed in XI Commercial Insolvency and Arrangement Division of District Court for Poznań - Old Town application for bankruptcy liquidation of Reliz Sp. z o.o.
According to the current assessment of the Bank, filing for bankruptcy liquidation by Reliz Sp. z o.o. does not affect at the moment the level of impairment for the Bank's exposure for Reliz Sp. z o.o.
19.07.2012
European Commission decision - 26/2012
The management board of Kredyt Bank S.A. (the “Issuer”) hereby announces that on 18 July 2012 the Issuer was informed that the European Commission has decided not to oppose the acquisition of control over the Issuer by Banco Santander S.A., and consequently also by the Bank Zachodni WBK S.A., and to declare such acquisition of the control is compatible with the internal market and with the European Economic Area Agreement.
Legal basis:
Art. 56 section 1 item 1 of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organized Trading, and on Public Companies dated 29 July 2005
16.07.2012
Second notice about the palnned merger - 25/2012
Further to the current report no. 22/2012 published on 28 June 2012, the Management Board of Kredyt Bank S.A. with its registered office at 2/8 M. Kasprzaka Street, 01-211 Warsaw, entered into the Register of Business Entities of the National Court Register under the number KRS 0000019597, whose documentation is kept by the District Court for the capital city of Warsaw, XII Commercial Division of the National Court Register acting under article 504 paragraph 1 and 2 of the Code of Commercial Companies and Partnerships (“CCC”) read with article 4021 § 1 CCC notifies for the second time about planned merger of Bank Zachodni WBK S.A. with its registered office in Wroclaw (acquiring company) with Kredyt Bank S.A. with its registered office in Warsaw (target company).
Merger Plan by transferring the entire estate (all assets and liabilities) Kredyt Bank S.A. with its registered office in Warsaw to Bank Zachodni WBK S.A. with its registered office in Wroclaw (merger by acquisition) dated 11th May 2012 („Merger Plan”) was announced on 18th May 2012 in Court and Commercial Gazette (Monitor Sądowy i Gospodarczy) no. 96/2012, item 6454 and since 11th May 2012 is available on the Bank website: http://www.kredytbank.pl/gridfs/4faceb2c9ea37f0405000001.pdf.
Adopting a resolution on merger of Kredyt Bank S.A. and Bank Zachodni WBK S.A. by Extraordinary General Meeting is planned on 30th July 2012. The announcement on convening the Extraordinary General Meeting on 30th July 2012 was published in the current report no. 22/2012 dated 28 June 2012, available on the Bank website: http://www.kredytbank.pl/en/investor_relations/current_reports/current_reports.html. In the above mentioned current report, the Kredyt Bank S.A. made a first notice about planned merger.
Since 28th June 2012 in the office of Kredyt Bank S.A. At 7/9 Giełdowa Street in Warsaw (01-211) in the Management Board Office, every day from Monday to Friday between 9.00 and 16.00, Shareholders may acquaint with the documents indicated in article 505 paragraph 1 KSH, as follows:
1) Merger Plan,
2) Financial Reports, and Reports of the activities of the merged companies for the last three financial years, together with the opinions and reports of auditors,
3) documents indicated in article 499 paragraph 2, i.e. drafts of the resolutions on merger, draft of amendments of the statute of Bank Zachodni WBK S.A., determining the value of Kredyt Bank S.A. assets.
4) Bank Zachodni WBK S.A. and Kredyt Bank S.A. reports dated on 11th May 2012 justifying merger,
5) court expert opinion dated on 20 June 2012 on Merger Plan analysis.
Since the same date (28.06.2012), Shareholders may request making documents or copies of documents referred to in point 1-5 above available free of charge in the registered office of Kredyt Bank S.A. Copies of the documents may be also sent by electronic communication to the Shareholders, who have agreed to use electronic means of communication by Kredyt Bank S.A.
These documents are also available on the website of the Kredyt Bank S.A. at www.kredytbank.pl.
Legal basis:
Article 56.1 point 2) of the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated July 29th 2005
Articles 504 § 1 i 2, 505 § 1 and 4021 §1 of the Polish Commercial Companies Code dated 15 September 2000
02.07.2012
Agreement with European Investment Bank - 24/2012
The Management Board of Kredyt Bank SA (Bank) informs that it has obtained from the European Investment Bank based in Luxembourg the confirmation of signing on June 29, 2012, the agreement under which Kredyt Bank SA gained credit line in the amount representing the equivalent of EUR 100 million in CHF.
Within the framework of this credit line, the Bank can acquire funds in tranches with maturities of four (the equivalent of EUR 25 mln in CHF) and seven years (the equivalent of EUR 50 mln in CHF) in case of the single repayment and up to 10 years ((the equivalent of EUR 25 mln in CHF) in case of repayment in installments.
The interest rate of the funds gained will be based on a 3-month CHF LIBOR rate.
The funds acquired by the Bank will be secured by a financial pledge on the State Treasury Bonds held by the Bank.
The funds acquired on the basis of the agreement will be allocated for the financing of loans and leasing transactions for small and medium-sized enterprises as well as institutional clients employing up to 3,000 employees.
The total value of the above agreement exceeds the amount equal to 10% of the Bank's equity.
29.06.2012
Putting Kredyt Trade Sp. z o.o. into liquidation
The Management Board of Kredyt Bank S.A. makes publicly known, that the Extraordinary General Assembly of Kredyt Trade Sp. z o.o., subsidiary 100% owned (directly and indirectly) by Kredyt Bank S.A. with its seat in Warsaw has taken on July 29, 2012 the resolution on putting Kredyt Trade Sp. z o.o. into liquidation.
In line with Art. 276 par. 1 of the Commercial Code the liquidators of Kredyt Trade Sp. z o.o. are Mr. Jozef Kaluzynski and Mrs. Malgorzata Rosiecka, who have constituted so far the management board of Kredyt Trade Sp. z o.o.
Kredyt Trade activities currently focus on supporting administrative services of the Bank mainly in the area of lease of properties and equipment.
28.06.2012
The first notice about planned merger and Announcement on convening of the Extraordinary General Assembly of Kredyt Bank S.A. on July 30, 2012 - 22/2012
The Management Board of Kredyt Bank S.A. makes publicly known the content of the first notice about the planned merger of Bank Zachodni WBK S.A. with its registered office in Wroclaw (acquiring company) with Kredyt Bank S.A. with its registered office in Warsaw (target company) as well as the content of the Announcement on convening of the Extraordinary General Assembly of Kredyt Bank S.A. on July 30, 2012 including draft resolutions and attachments.
- The first notice and Announcement on convening of the Extraordinary General Assembly It will open in a new window
PDF 169 KB - Form concerning the exercising of voting rights by an attorney It will open in a new window
PDF 142 KB - Template of a Power of Attorney It will open in a new window
PDF 48,5 KB - Information about total number of shares and number of votes It will open in a new window
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Podstawa prawna:
Art 56 ust.1 pkt 2) ustawy z dnia 29 lipca 2005 r. o ofercie publicznej i warunkach wprowadzania instrumentów finansowych do zorganizowanego systemu obrotu oraz o spółkach publicznych.
§ 38 ust. 1 pkt. 1) , 3) Rozporządzenia Ministra Finansów z dnia 19 lutego 2009r. w sprawie informacji bieżących i okresowych przekazywanych przez emitentów papierów wartościowych oraz warunków uznawania za równoważne informacji wymaganych przepisami prawa państwa niebędącego państwem członkowskim,
Art. 504 § 1 i 2, Art. 505 § 1, Art. 402[1], 402[2] Kodeksu spółek handlowych z dnia 15 września 2000 r.
21.06.2012
Sale of KBC TFI S.A. shares
With reference to the current report no 1/2012 dated January 17, 2012 as well as the current report no 19/2012 dated June 19, 2012 the Management Board of Kredyt Bank S.A. informs that Kredyt Trade Sp. z o.o. 100% owned (directly and indirectly) subsidiary of Kredyt Bank S.A. signed the final sale agreement of the 30% shares of KBC TFI S.A. to KBC Asset Management NV and completed the transaction on June 21, 2012
According to the received independent Opinion prepared by KPMG Advisory on request of the Kredyt-Trade Sp. z o.o., the proposed financial terms of the sale of 30% of KBC TFI S.A. shares are included in the estimated by KPMG Advisory range of fair value of KBC TFI S.A. shares and with reference to the above, in the opinion of KPMG Advisory, are fair from the point of view of Kredyt Trade Sp. z o.o. and at the same time from the perspective of Kredyt Bank S.A. which is 100% (directly and indirectly) owner of Kredyt-Trade Sp. z o.o.
The Management Board of Kredyt Bank S.A.informs that the final impact of the said sale transaction of 30% shares of KBC TFI S.A. on the Kredyt Bank S.A. Capital Group’s financial result will amount to PLN 11,7 mln and will be recognized in the financial results of the 2Q 2012.
20.06.2012
The issuance of an expert auditor opinion on the merger plan for Bank Zachodni WBK S.A. and Kredyt Bank S.A.
Further to current report No. 14/2012 dated 11 May 2012, the Management Board of Kredyt Bank Spółka Akcyjna, with its registered office in Warsaw (the “Company”), would like to state that on this day, i.e. 20 June 2012, the Bank was served with an expert auditor opinion regarding the merger plan dated 11 May 2012 for the Company and Bank Zachodni WBK S.A. with its registered office in Wrocław, prepared by an independent statutory auditor pursuant to Art. 503 §1 of the Commercial Companies Code.
Further to the above-referenced event, the Bank hereby discloses to the public (attached hereto) such expert auditor opinion.
- Opinion It will open in a new window
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19.06.2012
The sale of KBC TFI shares
With reference to the current report no 1/2012 dated January 17, 2012, the Management Board of Kredyt Bank S.A. informs that the Polish Financial Supervision Authority at the meeting on June 19, 2012 found no reason to object the planned, direct purchase of the shares of KBC TFI S.A. by KBC Asset Management NV in the number resulting in exceeding 50% of votes atthe general assembly meeting.
The Bank will inform in the separate current report on the completion of the transaction as well as on its impact on the financial result of the Kredyt Bank S.A. Capital Group.
14.06.2012
Rating of Kredyt Bank S.A.
The Management Board of Kredyt Bank S.A. informs that on June 14, 2012 Fitch Ratings has affirmed Kredyt Bank's Long-term IDR at 'BBB' and removed it from Rating Watch Positive (RWP). A full list of rating actions is at the end of this current report.
The affirmation of KB’s Long-term IDR and removal from RWP reflects Fitch’s view that the merged bank’s IDR will likely be at the same level as KB's current IDR, which is driven by support from KB’s parent KBC (‘A-‘/Stable).
The Rating Watch Positive (RWP) on KB's VR continues to reflect Fitch's view that the VR is likely to be upgraded as a result of the merger.
Kredyt Bank presents below the current ratings together with the rating actions taken by Fitch Ratings:
Long-term foreign currency IDR: affirmed at 'BBB', removed from RWP; assigned Stable Outlook
Short-term foreign currency IDR: affirmed at 'F3', removed from RWP
Viability Rating: 'bb+', remains on RWP
Support Rating: affirmed at '2', removed from RWP
25.05.2012
Resolutions taken by the Ordinary General Assembly Meeting of Kredyt Bank S.A. on May 25, 2012
The Management Board of Kredyt Bank S.A. makes publicly known the Announcement on the resolutions taken by the Ordinary General Assembly Meeting of Kredyt Bank S.A. on May 25, 2012 including justifications and attachments.
Moreover the Management Board of Kredyt Bank S.A. informs that 228 420 946 shares, accounting for 84,08% of the Bank's share capital were represented at the Ordinary General Assembly Meeting of Kredyt Bank S.A.
In connection with Art. 70 point 3 of the Law of July 29, 2005 on public offer and introducing financial instruments to the organized trading system and the listed companies the Bank's Management Board informs that in accordance with the list of shareholders entitled to participate in Ordinary General Assembly of Kredyt Bank S.A. on May 25, 2012, shareholder entitled to exercise 5% or more votes at the General Assembly Meeting was only KBC Bank NV with 217 327 103 votes, representing 80.00% share in the Bank's share capital and constituting 95,14% of the total number of votes at the said Ordinary General Assembly.
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25.05.2012
Decision on the 2011 profit distribution
The Management Board of Kredyt Bank S.A. informs that according to the Resolution no 4/2012 of the Ordinary General Assembly of Kredyt Bank S.A. on the distribution of the profit for the year 2011, taken on May 25, 2012, the net profit of Kredyt Bank S.A. for the year 2011 in the amount of PLN 310,318,322.72 was fully designated to increase the Bank's own capital.
The amount equal to PLN 80,209,000.00 will be transferred to the general risk fund and the amount of PLN 230,109,322.72 will be transferred to the Bank's supplementary capital.
25.05.2012
Changes in the composition of the Supervisory Board
The Management Board of Kredyt Bank S.A. makes publicly known that it was informed on May 25, 2012 on the resignation of Mr. Jaroslaw Parkot from the membership in the Supervisory Board, as from the day Ordinary General Assembly of Kredyt Bank S.A. is held, i.e. as of May 25, 2012.
The Management Board of Kredyt Bank S.A. informs that the Ordinary General Assembly of Kredyt Bank S.A. took on May 25, 2012 the Resolution no 25/2012 on the change to the composition of the Supervisory Board, appointing as of the May 25, 2012 Mrs Lidia Jabłonowska-Luba as the member of the Supervisory Board.
Mrs Lidia Jablonowska-Luba graduated from Mathematics Institute of Gdansk University obtaining master degree. In the years 1994-2001 she was the Vice President of Schroder Salomon Smith Barney Poland. In 2002 she assumed the position of the Head of Financial Institutions & Public Sector Division in Bank Handlowy in Warsaw S.A., responsible for : marketing and risk management for banks, insurance companies, pension and investment funds as well as public sector institutions. Since November 2003 until March 2008 she was a Member of the Management Board and Chief Financial Officer of Bank Handlowy in Warsaw S.A., responsible for: the Bank’s finance from the management and legal regulations perspective, operational risk management, equity management and implementation of the New Basel Capital Accord. Since April 2008 until March 2010 she was Member of the Management Board of the Kredyt Bank S.A., responsible for : finance, risk management and legal function, she also performed her duties on the position of the Advisor of the President in TUiR Warta S.A. and TUnŻ Warta S.A.. In April 2010, she was appointed as Senior General Manager KBC Group Value and Risk Management. In her professional career, she also features in the supervisory boards of : NIF Fund Holding Ltd., KP Konsorcjium, Bank Rozwoju Cukrownictwa S.A., Brokerage House Bank Handlowy S.A..
The Management Board of Kredyt Bank S.A. informs that Mrs Lidia Jabłonowska-Luba does not conduct any other activity outside Kredyt Bank S.A. that is competitive to the activity of Kredyt Bank S.A. She is not involved in a company that is competitive to Kredyt Bank S.A., as a partner in a partnership, civil law partnership or as a member of an incorporated company body. She is neither involved in an other legal person - competitive to Kredyt Bank S.A. - as a member of its body. Mrs Lidia Jabłonowska-Luba is not entered in the Register of Insolvent Debtors.
11.05.2012
Merger plan for Kredyt Bank S.A. and Bank Zachodni WBK S.A.
The Management Board of Kredyt Bank S.A. (“Issuer” or “Kredyt Bank”), in reference to the Issuer’s current report dated 28 February 2012 regarding the intended merger of the Issuer and Bank Zachodni WBK S.A. (“BZ WBK”) (the “Merger”), in compliance with Article 492 § 1.1 of the Commercial Companies Code (the “CCC”), hereby informs that today, i.e. on 11 May 2012, the Management Board of the Issuer and the Management Board of BZ WBK agreed and signed the plan of the merger of BZ WBK and the Issuer which was made in compliance with Article. 499 §1 and § 2 of the CCC (the “Merger Plan”).
The Merger will be executed pursuant to Art. 492 § 1.1 of the CCC through the transfer of the entire estate (all the assets and liabilities) of Kredyt Bank, as the target entity, to BZ WBK, as the surviving entity, with the simultaneous increase of the share capital of BZ WBK through the issuance of up to 18,907,458 (eighteen million, nine hundred and seven thousand, four hundred and fifty-eight) series J ordinary bearer shares in BZ WBK with a nominal value of PLN 10.00 (ten) each (the “Merger Issue Shares”) which shall be issued by BZ WBK to all the existing shareholders of Kredyt Bank.
As a result of the Merger, BZ WBK will acquire all the rights and obligations of Kredyt Bank, whereas Kredyt Bank will be dissolved, without conducting any liquidation proceedings, on the date of the registration of the Merger in the register competent for the registered seat of BZ WBK and the registration of the increase of BZ WBK’s share capital.
In connection with the Merger, the share capital of BZ WBK will be increased by no more than PLN 189,074,580 (one hundred and eighty-nine million, seventy-four thousand, five hundred and eighty) up to no more than PLN 935,450,890 (nine hundred and thirty-five million, four hundred and fifty thousand, eight hundred and ninety) through the issuance of up to 18,907,458 (eighteen million, nine hundred and seven thousand, four hundred and fifty-eight) series J ordinary bearer shares in BZ WBK with a nominal value of PLN 10.00 (ten) each (the “Merger Issue Shares”) which will be granted and allotted to the shareholders of Kredyt Bank.
If, for any reason, the issuance of 1,561,618 (one million, five hundred and sixty-one thousand, six hundred and eighteen) ordinary series I bearer shares in BZ WBK, which is the subject matter of a resolution dated 10 May 2012 and which is addressed to the European Bank for Reconstruction and Development (the “EBRD”) pursuant to an agreement dated 29 March 2012 between BZ WBK and the EBRD, the conclusion of which was publicly announced by BZ WBK in current report No. 6/2012 dated 29 March 2012, is unsuccessful, the share capital in BZ WBK will be increased, in connection with the Merger, by no more than PLN 189,074,580 (one hundred and eighty-nine million, seventy-four thousand, five hundred and eighty) up to no more than PLN 919,834,710 (nine hundred and nineteen million, eight hundred and thirty-four thousand, seven hundred and ten) through the issuance of the Merger Issue Shares, which will be granted and allotted to the shareholders of Kredyt Bank.
In the Merger Plan, the following exchange ratio of shares in Kredyt Bank into the shares in BZ WBK was established: for 100 (one hundred) shares in Kredyt Bank, the shareholders of Kredyt Bank will be granted 6.96 (six point ninety-six) Merger Issue Shares, i.e. for 1 (one) share in Kredyt Bank, 0.0696 shares in BZ WBK will be granted and allocated.
Pursuant to Article 506 § 1 and § 2 of the CCC, the Merger shall require the general meetings of Kredyt Bank and of BZ WBK to adopt certain resolutions, specifically resolutions that grant: (i) consent to the Merger Plan; and (ii) consent to the amendment of the statute of BZ WBK.
In accordance with Art. 34, section 2 and in connection with Art. 31, section 3 and Art. 124, section 1 of the Act of 29 August 1997 on banking law (the “Banking Law”), the Merger will be executed subject to obtaining permits from the Polish Financial and Supervision Authority (the “PFSA”) permitting: (i) the Merger; and (ii) amendments to the statute of BZ WBK.
In connection with the issuance of the Merger Issue Shares, it will also be necessary for the PFSA to determine that both the form and content of the BZ WBK information memorandum are equivalent to the information required to be included in a prospectus, in accordance with the Act on Public Offering, Conditions Governing the Introduction of Financial Instruments to Organised Trading, and Public Companies dated 29 July 2005 (the “Act on Public Offering”).
Additionally, the European Commission (“EC”) will need to issue a decision declaring that the concentration by way of the Merger (or any part of the concentration which has not been referred to one or more competent authorities of a member state of the European Economic Area (an “EEA Member State”) pursuant to Article 9(3) of Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control of concentrations between undertakings (the “Merger Regulation”)) is in line with the common market (or the concentration or any part thereof not referred to an EEA Member State will be deemed to be so declared under Article 10(6) of the Merger Regulation); and/or if a request under Article 9(2) of the Merger Regulation has been made by a competent authority of one or more EEA Member States and the EC has referred the concentration, in whole or in part, to one or more EEA Member States, the competent authority of each such EEA Member State will need to issue a decision approving the concentration in whole or in part.
BZ WBK will take action to procure the admission and introduction of the Merger Issue Shares to trading on the regulated market operated by the Warsaw Stock Exchange (Giełda Papierów Wartościowych w Warszawie S.A.) (the “WSE”). To that end, BZ WBK will file a motion with the PFSA requesting the determination as to whether both the form and content of the BZ WBK information memorandum is equivalent to the information required to be included in a prospectus, in accordance with the Act on Public Offering, and will file a motion for registration of the Merger Issue Shares with the National Depository of Securities (Krajowy Depozyt Papierów Wartościowych S.A.) as well as a motion with the WSE for the introduction of the Merger Shares to trading on the regulated market.
In light of the above, the Issuer hereby presents to the public, as an attachment to this report, the Merger Plan (with schedules) and the report of the Management Board of the Issuer in support of the merger of BZ WBK and the Issuer.
Legal basis:
Article 56, section 1.2 of the Act on Public Offering and § 5, section 1.13 and § 19, section 2.1) and 2.2) of the Regulation of the Minister of Finance dated 19 February 2009 regarding current and interim reports published by issuers of securities and the terms of deeming as equivalent the information required under the laws of non-member states
- Merger Plan It will open in a new window
PDF 3,16 MB - Management Board Report It will open in a new window
PDF 231 KB
27.04.2012
The Management Board of Kredyt Bank S.A. makes publicly known the Announcement on convening of the Ordinary General Assemby on May 25, 2012 including the draft resolutions with attachments and justifications.
- Announcement on the convening of the Ordinary General Assemby It will open in a new window
PDF 217 KB - Report on the activity of the Supervisory Board of Kredyt Bank S.A. in 2011 It will open in a new window
PDF 132 KB - Form concerning the exercising of voting rights by an attorney It will open in a new window
PDF 182 KB - Template of a Power of Attorney It will open in a new window
PDF 41 KB - Information about total number of shares and number of votes It will open in a new window
PDF 54,9 KB
05.04.2012
Proposal on 2011 profit distribution
Referring to the current report no. 6/2012 of February 22, 2012 the Bank's Management Board informs that the Supervisory Board at its meeting held on April 5, 2012 approved a draft Resolution on 2011 profit distribution for the Ordinary General Assembly of Kredyt Bank S.A.
The said draft of the Resolution provides transfer of the net profit for the financial year 2011 to the Bank's own capital.
07.03.2012
The specification of all the information that was made publicly known over 2011
The Management Board of Kredyt Bank S.A. makes publicly known the specification of all information defined in Article 56, item 1 of the Law on public offer that was made publicly known over 2011.
At the same time the Management Board informs that full reports are available on the internet page www.kredytbank.pl.
Specification of the information made publicly known in the year 2011:
20.01.2011 - Publication dates of periodic reports by Kredyt Bank S.A. in 2011
08.02.2011 - Information on transactions concerning Kredyt Bank S.A. shares received from KBC Bank NV and KBC Group NV
09.02.2011 - The correction to the content of the current report 2/2011 dated February 8, 2011- "Information on transactions on Kredyt Bank S.A. shares received from the KBC Bank NV and KBC Group NV."
09.02.2011 - Signing of the agreements with European Investment Bank
10.02.2011 - Consolidated extended quarterly report for the 4Q'2010
16.02.2011 - Information on the transactions concerning Kredyt Bank S.A. shares received from KBC Bank NV and KBC Group NV
23.02.2011 - Selection of the auditor Ernst & Young Audit sp. z o.o.
25.02.2011 - 2010 Annual Report
25.02.2011 - 2010 Consolidated Annual Report
25.02.2011 - Information received from KBC Group NV
07.03.2011 - The specification of all the information that was made publicly known over 2010
22.03.2011 - Proposed dividend
04.04.2011 - Resignation of the Deputy President of the Bank's Management Board from standing for the next term of office
04.04.2011 - Proposed dividend
19.04.2011 - Disclosure of the delayed inside information - the sale transaction of receivables
26.04.2011 - Transaction of sale of receivables
27.04.2011 - Announcement on convening of the Ordinary General Assembly on May 25, 2011
12.05.2011 - Consolidated extended quarterly report for the 1Q'2011
25.05.2011 - Decision on the 2010 profit distribution
25.05.2011 - Changes in the composition of Supervisory Board
25.05.2011 - Appointment of the Management Board for a new term of office
25.05.2011 - Resolutions taken by the Ordinary General Assembly Meeting of Kredyt Bank S.A. on May 25, 2011
01.06.2011 - Transaction of sale of receivables
22.06.2011 - Assignment of rating
13.07.2011 - Press release published by KBC Group
14.07.2011 - The Bank's rating
15.07.2011 - Correction of the current report no 21/2011 - The Bank's rating
27.07.2011 - Press release published by KBC Group
09.08.2011 - Consolidated extended report for the 1st half of 2011
14.10.2011 - Registration of the changes to the Kredyt Bank's statutes by District Court
10.11.2011 - Consolidated extended quarterly report for the 3Q'2011
22.12.2011 - The Bank's rating
29.12.2011 - The decision to establish the provision for the potential obligation related to the resale of Zagiel S.A. by KBC Group
02.03.2012
The Bank's rating - March 1,2012
The Management Board of Kredyt Bank S.A. informs that on March 1, 2012 Fitch Ratings has revised the Rating Watch on Kredyt Bank's (KB) Long-term Issuer Default Rating (IDR) to Positive (RWP) from Evolving (RWE).
Fitch Ratings states that the rating actions follow the statement made on February 28 by Banco Santander and KBC announcing the agreement to merge their Polish banking subsidiaries. According to the agreement, BZ WBK will merge with KB by issuing new shares to KB's shareholders in exchange for their shares in KB. On completion of the merger, Santander will be majority shareholder of the combined entity and KBC will hold a minority stake. The transaction is subject to regulatory approval from the Polish FSA and antitrust approval from the European Commission.
The Rating Watch Positive (RWP) on KB's support-driven IDRs and Support Rating reflects Fitch's view that these ratings are likely to be upgraded as a result of the merger. The merged entity's IDRs will be underpinned by support from Santander.
Fitch will resolve the RWP on KB's ratings and withdraw the ratings, once the legal merger is
completed. According to the initial timetable, this is not expected before Q412.
With reference to the above, Kredyt Bank presents the current ratings together with the rating actions taken by Fitch Ratings:
Long-term foreign currency IDR: 'BBB', Rating Watch revised to Positive from Evolving
Short-term foreign currency IDR: 'F3', Rating Watch revised to Positive from Evolving
Viability Rating: 'bb+', placed on RWP
Support Rating: '2', Rating Watch revised to Positive from Evolving
28.02.2012
Issuer's intent to merge - agreement on starting work to merge Kredyt Bank S.A. and Bank Zachodni WBK S.A.
1. Kredyt Bank S.A. ("Issuer") gives notice that it has learned that an investment agreement was signed on 27 February 2012 by the shareholders of the Issuer and BZ WBK S.A., i.e. KBC Bank NV and Banco Santander S.A. (collectively, the "Banks' Shareholders"), in which the parties expressed their intent to merge Kredyt Bank S.A. and BZ WBK S.A. The press release that KBC Bank NV and Banco Santander S.A. released and the translation thereof are attached to this report.
The Issuer wishes to point out that the share exchange ratio given in the press release was set by the Banks' Shareholders for the purpose of the said investment agreement. The final exchange ratio will be set once the merging banks have been formally valued in accordance with the provisions of the Code of Commercial Companies.
2. The Issuer gives notice that on 27 February 2012 the Issuer, Bank Zachodni WBK S.A. ("BZ WBK S.A."), KBC Bank NV and Banco Santander S.A. signed an agreement on starting work to merge the Issuer and BZ WBK S.A.
According to the agreement signed, the merger of the two banks is to be carried out pursuant to article 492 § 1.1 of the Code of Commercial Companies by transferring all the Issuer's assets to BZ WBK S.A. (merger through take-over) in exchange for new shares in BZ WBK S.A. that will be issued to all the Issuer's current shareholders. As a result of the merger these shareholders will become shareholders in BZ WBK S.A. on the merger date, i.e. on the date the merger is entered in the register covering the registered office of BZ WBK S.A.
The ratio for exchanging the Issuer's shares for shares in BZ WBK S.A. will be set on the basis of commissioned valuations.
Carrying out the merger depends on: (1) permission from the Polish Financial Supervision Authority for the merger pursuant to article 124 § 1 of the Banking Law; (2) permission from the Polish Financial Supervision Authority pursuant to article 34 § 2 in connection with article 31 § 3 of the Banking Law to amend BZ WBK S.A.'s articles of association; (3) a decision being issued by the European Commission stating that the concentration of the Issuer and BZ WBK S.A. is compliant with the common market; (4) the Polish Financial Supervision Authority finding the information contained in BZ WBK S.A.'s information memorandum equivalent in terms of form and content to the information required in a prospectus by the Polish Financial Supervision Authority in accordance with the Act on Public Offerings and Conditions for Admitting Financial Instruments to an Organised Trading System and on Public Companies of 29 July 2005; (5) clearance from the Polish Financial Supervision Authority for KBC Asset Management NV to acquire shares in KBC TFI S.A.; (6) the Issuer's general meeting adopting a resolution on the merger with BZ WBK S.A.; (7) BZ WBK S.A.'s general meeting adopting a resolution on the merger with the Issuer.
The aim of the planned merger is to create a bank which has a rich product offer in terms of both financing and investments, and savings. The merger will also enable the two banks to offer their clients, both individual and corporate, a wider spread of additional services, available via various distribution channels, i.e. through traditional bank outlets and an internet website.
The merger of the two banks' market experience and their knowledge of various business areas will enable synergies to be achieved, both operating - elimination of doubled up processes, optimisation of operations based on the merged experience of the two banks, and financial - achieving higher efficiency through economies of scale, higher product and service profitability, and above all strengthening market position, leading to greater benefits for shareholders.
The Issuer was founded in 1990. It is one of the ten leading banks in Poland in terms of value of assets, loan portfolio and deposits. The Issuer's strategic investor is the Belgian banking and insurance group, KBC.
The Issuer is a universal bank providing banking services tailor-made to meet the needs of all its client groups. The Bank offers a wide range of services to individual clients, businesses and local government units. Clients have easy access to the Bank's services through a well developed network of outlets and cash point machines, and an internet banking system. As at 31 December 2011 the Issuer's assets were valued at PLN 42.003 billion, the value of its client loan portfolio was PLN 30.494 billion, and the value of client deposits was PLN 28.043 billion.
The Issuer's group made a net profit in 2011 of PLN 327.2 million. At the end of 2011 the Issuer had a network of 373 outlets, evenly distributed throughout the country, and employed 4,963 staff (FTEs).
BZ WBK S.A. is a universal bank, one of the three largest banks in Poland in terms of branch network and revenue. The Bank was founded in 1989 and in 2001, as a result of the merger of Bank Zachodni and Wielkopolski Bank Kredytowy, BZ WBK S.A. was created. The Issuer has been a member of the Santander Group since April 2011.
As at end of 2011, BZ WBK S.A. had total assets of PLN 59.873 billion, a total loan portfolio of PLN 38.017 billion, and deposits of PLN 46.829 billion. The Bank employs 9,383 staff and has a network of 622 branches (96 of which are franchise outlets). In 2011 BZ WBK S.A. reported gross profit of PLN 1.631 billion with ROE at 21.2%.
BZ WBK S.A. has stable financial foundations and a liquid balance sheet, a strong capital position, a growing market share and a renowned universal brand, recognized, distinctive and attractive across Poland. The Bank's strategy is to strengthen its market position as a universal institution offering a full range of financial services in the retail, business and investment banking sectors. The BZ WBK S.A. Group also includes BZ WBK Brokerage House, Finanse&Leasing, Asset Management, Fund Management (TFI) and Aviva-BZ WBK insurance JV.
Legal basis: article 56 section 1 point 1 Act on Public Offerings and Conditions for Admitting Financial Instruments to an Organised Trading System and on Public Companies of 29 July 2005 and § 5 section 1 point 13 and § 19 section 1 points 1, 2 and 3 of the Minister of Finance Regulation of 19 February 2009 on current and periodic information published by issuers of securities and on conditions under which such information may be recognised as equivalent to information required by the laws of a state which is not a member state.
23.02.2012
Selection of the auditor Ernst & Young Audit sp. z o.o. by the Supervisory Board
The Management Board of Kredyt Bank S.A. informs that with reference to article 24 item 1 pt. 3 of the Bank's By-Laws in connection with article 2 item 1 pt. 3 of Supervisory Board Regulations, upon the motion of the Bank's Management Board, on February 22, 2012 the Supervisory Board selected Ernst & Young Audit sp. z o.o. with its seat in Warsaw, 1 Rondo ONZ Street, registration no. 130 as the auditor to carry out an independent review and audit of the financial statements of Kredyt Bank S.A. and the consolidated financial statements of Kredyt Bank S.A. Capital Group prepared as of June 30, 2012 and December 31, 2012.
Kredyt Bank S.A. used the services of Ernst & Young Audit sp. z o.o. within the scope of auditing the financial statements for the years 2002, 2003, 2004, 2005, 2006, 2007, 2008, 2009, 2010 and 2011.
23.02.2012
The proposition on the distribution of the net profit for the year 2011
The Management Board of Kredyt Bank S.A. informs that it accepted on February 22, 2012 the proposition on the distribution of the net profit for the year 2011 and recommended it for examination of the Supervisory Board of Kredyt Bank S.A.
The proposition on the distribution of the net profit for the year 2011 does not provide for the dividend payment.
The final decision with respect to 2011 net profit redistribution is to be taken by General Shareholders Meeting
20.02.2012
The change of the publication dates of Annual report and Consolidated annual report
The Management Board of Kredyt Bank S.A. announces that the disclosure of 2011 Annual Report of Kredyt Bank S.A. and disclosure of 2011 Consolidated Annual Report of Kredyt Bank S.A. Group is rescheduled and will take place on February 22, 2012 instead of February 24, 2012.
03.02.2012
The change of the Bank's rating
"The Management Board of Kredyt bank S.A. informs that on February 3, 2012 Fitch Ratings has downgraded Kredyt Bank’s (KB) Long-term Issuer Default rating (IDR) to 'BBB' from 'A-'. Fitch has also maintained KB’s Long-term IDR on Rating Watch Evolving (RWE). A full list of rating actions is at the end of this report.
The rating actions follow the downgrade of the bank’s parent, KBC Bank (KBC), to 'A-' from 'A' on January 31, 2012. The downgrade of KB’s Long-term IDR also reflects the reduced probability ofthat KBC will be able to support the bank. In addition, Fitch has reassessed the appropriate notching between the ratings of KBC and KB, in light of KBC’s intention to sell its stake in KB and the non-strategic nature of its holding, and as a result widened this differential to two notches from one. This reflects the non-strategic nature of KB in light of KBC’s intention to sell its stake in the bank.
At the same time, KB’s ratings continue to reflect what Fitch views as a strong commitment on the part of KBC to support KB as long as it remains the bank’s major shareholder.
The RWE on KB's IDRs and Support Rating reflects the potential for these ratings to be upgraded or downgraded if KB is bought by an entity with a greater or lesser ability to provide support than KBC.
With reference to the above, Kredyt Bank presents the current ratings together with the rating actions taken by Fitch Ratings:
Long-term foreign currency IDR: downgraded to 'BBB' from 'A-', RWE maintained
Short-term foreign currency IDR: downgraded to 'F3' from 'F2', RWE maintained
Viability Rating: 'bb+', unaffected
Support Rating: downgraded to '2', from '1', Rating Watch revised to Evolving from Negative."
31.01.2012
Publication dates of periodic reports of Kredyt Bank S.A.
The Management Board of Kredyt Bank S.A. makes publicly known following publication dates of periodical reports:
1. Quarterly consolidated extended reports:
IV quarter 2011 - February 9, 2012
I quarter 2012 - May 10, 2012
III quarter 2012 - November 8, 2012
IV quarter 2012 - February 14, 2013
2. Semi-annual consolidated extended report:
I half of the year 2012 - August 7, 2012
3. Annual reports:
Unit report for the year 2011 - February 24, 2012
Consolidated report for the year 2011 - February 24, 2012.
Unit report for the year 2012 - February 26, 2013
Consolidated report for the year 2012 - February 26, 2013.
26.01.2012
Information on the transations of Kredyt Bank's shares received from Pioneer Pekao Investment Mangement S.A. - 2/2012
The Management Board of Kredyt Bank S.A. makes publicly known the information received from Pioneer Pekao Investment Management S.A.
17.01.2012
The sale of KBC TFI S.A. shares. - 1/2012
The Management Board of Kredyt Bank S.A. informs that Kredyt-Trade Sp. z o.o., 100% owned subsidiary of Kredyt Bank S.A. (directly and indirectly) signed the agreement on the sale of 30% of KBC TFI S.A. shares to KBC Asset Management NV on January 17, 2012.
The sale price of 30% shares of KBC TFI S.A. owned by Kredyt-Trade Sp. z o.o. amounts to PLN 37.5 mln.
Completion of this transaction is subject to no objection from the Polish Financial Supervision Authority.
According to the received independent Opinion prepared by KPMG Advisory on request of the Kredyt-Trade Sp. z o.o., the proposed financial terms of the sale of 30% of KBC TFI S.A. shares are included in the estimated by KPMG Advisory range of fair value of KBC TFI S.A. shares and with reference to the above, in the opinion of KPMG Advisory, are fair from the point of view of Kredyt Trade Sp. z o.o. and at the same time from the perspective of Kredyt Bank S.A. which is 100% (directly and indirectly) owner of Kredyt-Trade Sp. z o.o.
The Management Board of Kredyt Bank S.A. anticipates, that the estimated as at December 31, 2011, positive influence of this transaction for the net result of Kredyt Bank S.A. Group will amount to PLN 12.8 mln.
The said amount will be recognized as soon as the sale is completed.
Kredyt Bank S.A. will inform on the decision of Polish Financial Supervision Authority as soon as it is obtained.