The information contained in this section of the website of MONETA Money Bank, a.s. (the “Company”) is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the “United States”) (other than investors that are “Qualified Institutional Buyers” (“QIBs”) as defined in Rule 144A under the US Securities Act of 1933, as amended (the “U.S. Securities Act”)), Canada, Australia or Japan or any other jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction. The information contained in this section does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any ordinary shares or other securities of the Company in the United States, Canada, Australia or Japan or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
The shares of the Company referred to on this website (the “Shares”) have not been and will not be registered under the U.S. Securities Act and may not be offered or sold within the United States absent registration under or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
Access to the information and documents contained on the following websites may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Canada, Australia and Japan who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of Shares by them. No such registration or approval has been obtained in any jurisdiction. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person attempting to access this information.
In the Czech Republic and any other Member State of the European Economic Area (other than the United Kingdom), the information contained in this section of the website is only directed at persons: (i) in the Czech Republic who are “qualified investors” within the meaning of Section 34(3) of the Czech Capital Markets Act and (ii) in other member states of the EEA who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended). The securities which are referred to herein are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, qualified investors. Any person who is not a qualified investor should not act or rely on this information or any of its contents.
In the United Kingdom, the information contained in this section of the website may be accessed only by qualified investors: (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Order”), certified high net worth individuals falling within Article 48 of the Order and qualified investors falling within Article 49(2)(a) to (d) of the Order; and (ii) to whom it may otherwise be lawfully communicated (all such persons together being referred to as “Relevant Persons”). This portion of the website and the information contained herein is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this portion of the website and the information contained herein relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
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THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN OR TO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THIS IS NOT AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
This announcement is not an offer of securities for sale in the United States. The securities to which this announcement relates have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of securities in the United States.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT for the purposes of Section 36k of Czech Act No. 256/2004 Coll., on conducting business in the capital markets, as amended (the “Czech Capital Markets Act”) and Article 15 of EU Directive 2003/71/EC of 4 November 2003 regarding the prospectus to be published when securities are offered to the public or admitted to trading, as amended (the “Prospectus Directive”), and not an offer of securities for sale in any jurisdiction, including in or into or from the United States. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with any listing, offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus (the “Prospectus”) and the pricing supplement to the Prospectus (the “Pricing Supplement”) published by MONETA Money Bank, a.s. on webpage investors.monetabank.cz/ipo-documents, subject to applicable securities laws.
6 May 2016
MONETA Money Bank announces Offer Price and listing on the Prague Stock Exchange
CZK 68 per Share implies market capitalisation of CZK 34.748 billion
MONETA Money Bank, a.s., formerly GE Money Bank, a.s., (the “Company” or “MONETA Money Bank”) today announces the pricing of the offering to institutional investors (the “Offering” or “IPO”) of 260.61 million ordinary shares of the Company (“Shares”) at CZK 68 per Share (the “Offer Price”).
- The Offering by GE Capital International Holdings Limited (“GE Capital”), the Company’s sole shareholder, comprises 51% of the Company’s issued shares, with no primary offer of new shares.
- In addition, an over-allotment option has been provided by GE Capital, exercisable within 30 days starting on the first day of conditional trading in the Shares, of up to 15% of the Shares to cover over-allotments or short positions, if any, incurred in connection with the Offering.
- The Offering is being made in accordance with the strategy announced by General Electric Company in April 2015 to sell most of its financial services businesses and focus on its industrial businesses.
- The Company and GE Capital have each agreed to 180 day lock-up arrangements in respect of the issuance and holding of retained shares following the commencement of conditional trading in the Shares on the Prime Market of the Prague Stock Exchange.
Admission and dealings
- Conditional trading on the Prague Stock Exchange is expected to commence at 9:00am CET today under the ticker MONET.
- The commencement of unconditional trading is expected to take place at 9:00am CET on 10 May 2016.
Tomáš Spurný, Chief Executive Officer of the Company, said: “The IPO is a significant moment in our history and marks an important step towards full independence. We have seen strong investor interest in MONETA Money Bank and we welcome our new shareholders to the Company. We are committed to delivering sustainable returns for our investors by continuing our focus on maintaining and further developing our Czech retail bank franchise while significantly growing our presence within the SME segment across the Czech Republic.”
Richard Laxer, President and CEO of GE Capital International, said: “MONETA Money Bank's successful IPO underlines the high quality of the business and its management team. This IPO is another milestone in the execution of GE's strategy to significantly reduce its financial services businesses, a process that has seen us sign agreements for the sale of over $170 billion of Ending Net Investment since April 2015.”
Full details of the Offering are included in the Prospectus and the Pricing Supplement, which is available on the webpage investors.monetabank.cz/ipo-documents.
Enquiries:
Investor Relations:
MONETA Money Bank
Pavel Kodytek
pavel.kodytek@moneta.cz
+420 224 442 549 / +420 737 210 724
Media:
MONETA Money Bank
Milada Veselá
milada.vesela@moneta.cz
+420 224 446 011 / +420 606 661 304
Czech Republic
Ogilvy Prague
Dita Stejskalová / Milan Kříž
dita.stejskalova@ogilvy.com / milan.kriz@ogilvy.com
+420 605 228 916 / +420 602 266 316
UK / International
FTI Consulting
Neil Doyle
Neil.Doyle@fticonsulting.com
+44 777 1978 220
GE Capital
Ned Reynolds
Ned.Reynolds@moneta.cz
+1 203 840 5075
IMPORTANT NOTICE
THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN OR TO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THIS IS NOT AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.
This announcement is not an offer of securities for sale in the United States. The securities to which this announcement relates have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of securities in the United States.
This announcement is only addressed to, and directed at, persons in the Czech Republic and other member states of the European Economic Area (“EEA”) that have implemented the Prospectus Directive, other than the United Kingdom, who are “qualified investors” within the meaning of Section 34(3) of the Czech Capital Markets Acts and Article 2(1)(e) of the Prospectus Directive. In the United Kingdom, this announcement is only addressed to, and directed at persons to whom interests may lawfully be promoted pursuant to section 21 of the Financial Services and Markets Act 2000. In particular, the announcement is only directed at investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“Relevant Persons”). Any investment or investment activity to which this announcement relates is available only to Relevant Persons in the United Kingdom and Qualified Investors in the Czech Republic and any other member state of the EEA, other than the United Kingdom, and will be engaged in only with such persons. Other persons should not rely or act upon this document or any of its contents.
This announcement is for information purposes only and is not an offer of, or solicitation of an offer to buy or subscribe for, the securities referred to herein to any person in any jurisdiction. This announcement is an advertisement for the purposes of Section 36k the Czech Capital Markets Act and Article 15 of the Prospectus Directive and not a prospectus. Investors should not subscribe for or purchase any Shares except on the basis of information in the Prospectus and the Pricing Supplement published on the webpage investors.monetabank.cz/ipo-documents, subject to applicable securities laws.
Any purchase of Shares in the Offering should be made solely on the basis of the information contained in the final Prospectus and the final Pricing Supplement issued by the Company. Before purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks set out in the Prospectus. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.
This announcement does not constitute a recommendation concerning the admission of the Shares to trading on the Prime Markets of the Prague Stock Exchange (the “Admission”) and the Offering. The price and value of the Shares and any income from them can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offering and the Admission cannot be relied upon as a guide to future performance. The market capitalisation of the Company at any given time will depend on the market price of the Shares at that time. There can be no assurance that the market price of a Share will be equal to or exceed the Offer Price.
Each of the Company, the Selling Shareholder, Citigroup Global Markets Limited, Goldman Sachs International, J.P. Morgan Securities plc, WOOD & Company Financial Services, a.s and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
WOOD & Company Financial Services, a.s. which is authorised and regulated by the CNB in the Czech Republic, Citigroup Global Markets Limited, Goldman Sachs International and J.P. Morgan Securities plc, each of which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, are acting exclusively for both the Selling Shareholder and the Company and no one else in relation to the Offering and the Admission and will not be responsible to anyone other than the Selling Shareholder and the Company for providing protections afforded to clients of Citigroup Global Markets Limited, Goldman Sachs International, J.P. Morgan Securities plc and WOOD & Company Financial Services, a.s. (the “Managers”) or for giving advice in relation to the Offering or any transaction or arrangement referred to herein.
In connection with the Offering and the Admission, each of the Managers and any of their respective affiliates, acting as an investor for its own account, may take up Shares in the Offering and in that capacity may retain, purchase or sell for its own account such Shares and any Shares or related investments and may offer or sell such Shares or other investments otherwise than in connection with the Offering. Accordingly, references in the Prospectus to Shares being offered or placed should be read as including any offering or placement of Shares to any of the Managers or any of their respective affiliates acting in such capacity. None of the Managers intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, certain of the Managers or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which such Managers (or their affiliates) may from time to time acquire, hold or dispose of Shares.
None of the Managers or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.
In connection with the Offering, a stabilisation agent or any person acting for it may, on behalf of the Managers, over-allot or effect transactions with a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail. There is no assurance that the stabilisation agent (or persons acting on its behalf) will undertake any such stabilisation activities. Such transactions may be effected on the Prague Stock Exchange, in the over-the-counter market or otherwise. Such stabilisation, if commenced, may be discontinued at any time during the period commencing on the first day of conditional trading in the Shares on the Prague Stock Exchange and in any event, must be brought to an end no later than 30 calendar days thereafter.