Mandatory Disclosure

PUBLIC DISCLOSURE OF INSIDE INFORMATION

18 November 2021 at 9:00pm CET

MONETA Money Bank, a.s. informs of agreement between MONETA and PPF Group concerning proposed acquisition of Air Bank Group and its financing

Agreement concerning the proposed acquisition and its financing

On 18 November 2021, an agreement was reached between MONETA Money Bank, a.s. ("MONETA") and the PPF Group on amended terms of the proposed acquisition by MONETA of Air Bank, Home Credit's Czech and Slovak businesses, and Benxy (collectively, "Air Bank Group"). Details of the agreement between the two parties are affirmed by a letter of understanding received by MONETA from the PPF Group today. The letter will be followed by an Amendment to the previously signed Framework Agreement (dated 6 May 2021). Both parties agreed to pursue the acquisition at the purchase price of CZK 25.9 billion and to seek its approval by MONETA shareholders at a General Meeting. The purchase price remains unchanged relative to the original agreement reached between the parties in the first half of 2021 despite the Air Bank Group's better-than-expectedyear-to-date financial performance and profitability.

In addition, both parties agreed to finance, at a minimum, 80 percent of the purchase price through increasing MONETA's equity capital (i.e., registered share capital and share premium) via issuance of new shares while fully preserving the statutory pre-emptive rights of all MONETA shareholders. The remaining, at a maximum, 20 percent of the purchase price will be financed from MONETA's excess capital. The proposed equity capital increase will target raising, at a minimum, CZK 20.951 billion of additional equity capital through an issuance of 255,500,000 new shares, with the same rights and parameters as existing MONETA shares, to all MONETA shareholders. As a result, the total number of MONETA shares issued and traded on the Prague Stock Exchange would increase from the existing 511,000,000 shares to 766,500,000 shares.

Both parties believe that the acquisition is value creative for all MONETA shareholders through both business model and efficiency related improvements and that combining MONETA with Air Bank Group will create a national retail banking champion.

Equity capital increase process and pre-emptive rights

The equity capital increase would be realised via two rounds of new shares offerings to all MONETA shareholders. In the first round, the new shares would be offered to all MONETA shareholders at a discount to the current market price1 (at CZK 82 per share) on a pre-emptive basis. Every two existing MONETA shares would enable their owner to subscribe for one new share.

If any new shares remain untaken after the first round, all such untaken shares would be offered to all MONETA shareholders at a premium to the current market price (at CZK 90 per share) in the second round. Each shareholder (irrespective of its participation in the first round) would be allowed to make an order to subscribe for up to all new shares offered in the second round. If the second round is oversubscribed, the new shares offered in the second round

  • Closing price of MONETA shares at the Prague Stock Exchange on 18 November 2021: CZK 89.25.

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would be allocated to the participating shareholders on a pro-rata basis considering their shareholdings in MONETA and a number of new shares they ordered.

PPF Group's backstop guarantees success of the proposed equity capital increase

Should MONETA shareholders decide not to fully exercise their statutory pre-emptive rights in the first round of the equity capital increase, the PPF Group agreed to make in the second round an order to subscribe for all remaining new shares at the premium to the current market price (at CZK 90 per one new share), subject to the same pro rata allocation principle as other MONETA shareholders. This PPF Group's backstop effectively guarantees the success of the proposed equity capital increase if approved by MONETA shareholders at a General Meeting (as outlined below). However, no shareholders will be restricted in any manner from participating in either of the two rounds of the equity capital increase.

Shareholder and regulatory approvals

The agreement between the parties is subject to a shareholder approval at a General Meeting. The General Meeting with the shareholder approval on its agenda is planned to be convened to take place on 20 December 2021. For the shareholder approval to be granted, at least a simple majority support (i.e., 50 percent plus one vote) for the acquisition itself and a 2/3 majority support for its financing via the proposed equity capital increase will be required from MONETA shareholders participating at the General Meeting. For the General Meeting to be quorate, participation by MONETA shareholders with at least 50 percent plus one share (i.e., 255,500,001 shares) will be required. Participation and voting will be possible through correspondence ballots or in-person attendance by MONETA shareholders or their representatives.

In addition, both the issuance of new shares as well as the acquisition of the Air Bank Group by MONETA will be subject to the requisite regulatory approvals, particularly from the Czech National Bank, the National Bank of Slovakia, and relevant antitrust authorities.

Other matters to be proposed to the shareholders at the upcoming General Meeting

The General Meeting will have on its agenda also resolutions concerning a re-election of two Supervisory Board members, a re-election of an Audit Committee member, a distribution of a dividend from the 2019 and 2020 retained profits in the amount of CZK 3 per share (in line with the limits stipulated by the Czech National Bank), as well as a technical amendment to the Articles of Association.

Continuity in dividend policy

MONETA will propose for shareholder approval the dividend in the amount of CZK 3 per share at the General Meeting to be convened for 20 December 2021. Additionally, MONETA currently expects that it will propose to shareholder approval to pay out a dividend of CZK 7 per share in the first half of the year 2022 before closing of the proposed acquisition.2

Other implications of the proposed equity capital increase

The two-round equity capital increase might result in an acquisition of control over MONETA by the PPF Group if the PPF Group obtains a substantial portion of new shares offered in the second round. In such scenario, the PPF Group might increase its current MONETA shareholding above the relevant thresholds stipulated by the Czech Takeover Act (Act No. 104/2008 Coll.) and the Czech Corporations Act (Act No. 90/2012 Coll.). This potential change of control

  • Subject to achieving 2021 net profit of CZK 3.6 billion, at a minimum, as per MONETA's guidance (see presentation of 3Q2021 results published on 29 October 2021, p. 61: https://investors.moneta.cz/documents/12270853/17249947/mmb-3q2021-results-en.pdf) and corporate, regulatory and regulator's limitations.

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depends, among other things, on the subscription rate by non-PPF shareholders during the first and second rounds of the new shares offering. Its outcome is ex-ante unpredictable and depends, among other things, on the non-estimable attractiveness of the first-round subscription price against the future market price of MONETA shares at the time of the offering.

The PPF Group's undertaking to make a subscription order for all new shares available in the second round of the equity capital increase at CZK 90 per share effectively creates a "new minimum" to support the current market value of MONETA. Additionally, the PPF Group has expressed a clear acknowledgement that this value of CZK 90 per share would as per applicable law constitute a minimum price at which a potential mandatory tender offer (takeover bid) to all MONETA shareholders would be made in the future should the PPF Group acquire control over MONETA.

Potential total value to MONETA shareholders

Overall, the total potential value for non-PPF shareholders represented by the amended acquisition terms might reach up to CZK 104 per share on the basis of 511 million existing MONETA shares, under certain assumptions. This value is constituted by three components:

  1. The first component relies upon PPF Group's statutory duty to undertake a potential mandatory tender offer at the guaranteed price of CZK 90 per share, at a minimum, if it acquires at least a 30percent shareholding and control over MONETA.
  2. The second component relies upon future dividend distributions where CZK 3 per share will be presented for shareholder approval on 20 December 2021. The additional dividend of CZK 7 per share is currently planned to be proposed for a shareholder approval in the first half of the year 2022, subject to meeting corporate, regulatory and regulator's limitations as well as achieving 2021 net profit of CZK 3.6 billion as per MONETA's published guidance.
  3. The third component relies upon MONETA shareholders' possibility to sell new shares subscribed at CZK 82 per share to PPF at CZK 90 per share if the mandatory tender offer occurs.

Therefore, the amended acquisition terms assign the existing MONETA shares the total value in the amount of up to CZK 53.1 billion, whereas (i) the PPF Group's price guarantee in the potential mandatory tender offer constitutes up to CZK 46 billion, (ii) the future dividend distributions constitute up to CZK 5.1 billion, and (iii) the potential realisation of profit from the subscription of new shares at a discount against the PPF Group-guaranteed price constitute an additional up to CZK 2 billion. Non-PPF shareholders therefore can realise 70 percent3 of this additional value of CZK 2 billion.

Disclosure of PPF letter and amended Framework Agreement

As an attachment to this announcement, MONETA discloses the full text of the letter received from the PPF Group on 18 November 2021. The amendment to the Framework Agreement is to be published along with the notice of the General Meeting to be convened for 20 December 2021.

  • The PPF Group currently holds approx. 29.94 percent of MONETA shares.

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IMPORTANT NOTICE

This document has been prepared by MONETA for information purposes, is addressed to investors and analysts and is not, and shall not be treated under any circumstances as, an invitation or offer to sell, invest in or deal in, or a solicitation of an offer to purchase or subscribe for, or a recommendation, a basis for decision-making or any marketing or promotional material with respect to, shares of MONETA, other securities or other financial instruments.

This document reflects the state of affairs as at the date hereof, unless otherwise indicated herein. Under no circumstances may the issue or distribution of this document be interpreted as implying that the information contained herein is true and accurate on a later date than the date hereof. The Management Board does not undertake any obligation to publicly release any revision to this document to reflect events or circumstances after the date of this document, except as may be required by applicable law or by a competent regulatory authority.

THIS DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF OFFERS TO PURCHASE OR SUBSCRIBE FOR SHARES OF MONETA, OTHER SECURITIES OR OTHER FINANCIAL INSTRUMENTS. This document does not constitute a prospectus or a public offer of any shares or other securities within meaning of the Act No 256/2004 Coll., the Capital Markets Act, as amended, and Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as amended. Copies of this document may not be sent to countries, or distributed in or sent from countries, in which this is barred or prohibited by law. Persons into whose possession this document comes should inform themselves about and observe all such restrictions. Any failure to comply with these restrictions may constitute a violation of the laws of any such jurisdiction.

This document does not constitute an investment or other recommendation regarding any securities and may not be regarded as a substitute for specific legal, financial, commercial, investment or other expert advice on the matters covered herein. Recipients of this document are also reminded to exercise caution when dealing in the shares of MONETA and form their own view and opinion and reach their own decision.

THIS DOCUMENT IS NOT A PROXY STATEMENT NOR A SOLICITATION OF PROXIES UNDER THE U.S. SECURITIES LAWS. The securities referred to herein are exempt from the proxy rules of the U.S. Securities Exchange Act of 1934, as amended. This document does not constitute an offer to sell, or a solicitation of an offer to purchase, any securities in the United States. The securities referred to in this document have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in each case in compliance with the laws of the applicable state or other jurisdiction of the United States.

In no event may the content of this document be construed as any type of explicit or implicit representation or warranty made by MONETA or its representatives. Further, subject to applicable law, neither MONETA nor any of its representatives shall be liable in any respect whatsoever (whether in negligence or otherwise) for any loss or damage that may arise from the use of this document or of any information contained herein or otherwise arising in connection with this document.

This document contains projections, estimates, forecasts, targets, opinions, prospects, aspirations, results, returns and forward-looking statements of MONETA with respect to, inter alia, profitability, costs, assets, capital position, financial condition, results of operations, share price, dividend and business (together, "forward-looking statements"). Any forward-looking statements involve material assumptions and subjective judgements which may or may not prove to be correct end there can be no assurance that any of the matters set out in forward looking statements will actually occur or will be realised or are complete or accurate. The assumptions may prove to be incorrect and involve known and unknown risks, uncertainties, contingencies, and other important factors, many of which are outside the control of MONETA and its representatives. Actual achievements, results, performance or other future events or conditions may

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differ materially from those stated, implied and/or reflected in any forward-looking statements due to a variety of risks, uncertainties and other factors. Any forward-looking statement contained in this document is made as at the date of this document and cannot be relied upon as a guide to future performance. MONETA does not assume, and hereby disclaims, any obligation or duty to update forward-looking statements if circumstances or management's assumptions beliefs, expectations or opinions should change, unless it would be required to do so under applicable laws or by a regulatory body.

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Moneta Money Bank a.s. published this content on 18 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 November 2021 20:22:00 UTC.