Print preview

Announcement

FHB Co. Plc. – Opinion of the Board of Directors according to subsection 4 section 73/A of Capital Market Act

The Board of Directors of FHB Mortgage Bank Co. Plc. (hereinafter referred to as the “Company”) adopted its opinion on the Public Takeover Bid (hereinafter referred to as the “Public Takeover Bid”) made by the Bank of Hungarian Savings Cooperatives /in Hungarian: Magyar Takarékszövetkezeti Bank Zrt./ and 22 cooperative credit institutions (hereinafter referred to as the “Bidder”) in compliance with section 73/A subsection (2) of Act CXX of 2001 on the Capital Market (hereinafter referred to as the “Capital Market Act”) in the format set out in Annex 9 to the Capital Market Act, as follows:

1. Seat of the company

FHB Mortgage Bank Co. Plc. (1082 Budapest, Üllői út 48.)

2. Summary of the Public Takeover Bid, including fundamental terms and conditions (price, period in which the declaration of acceptance to be introduced, payment terms)

The Bidder launched a Public Takeover Bid to all shareholders in the Company respectively all the shares of the Company (including series “A”, “B” and “C” shares) in compliance with Section 71 subsection (1) of the Capital Market Act – excluding shares possessed by the contracting parties to the Collaboration Agreement /in Hungarian: Összehangolási megállapodás/ (See here) that cannot be engaged in a deal.

The bid price, so the purchase price per share to be paid for all shares by the Bidder in case of the series “A” and “B” shares shall be HUF 533 (say Five hundred thirty-three forints), and in case of series „C” shares it shall be HUF 5,330 (say Five thousand three hundred and thirty forints) – with regard to its face value. Section 2.1 of Chapter III. in the Public Takeover Bid specifies how the bid price is to be determined as well as data and aspects taken into account.

In compliance with Section 69 subsection (7) point a) of the Capital Market Act the Bidder provided an original bank certificate issued and duly signed by the bank of the Bidder conforming that the Bidder has at least HUF 18,365,763,286 (say eighteen billion three hundred and sixty-five million seven hundred and sixty-three thousand two hundred and eighty-six forints) in cash to cover the payment of the bid price.

Bidder shall determine the starting and ending dates for introducing the declaration of acceptance for the bid, after the decision of the Central Bank of Hungary (MNB) approving the Public Takeover Bid has been received. The closing date shall be on the 35th (thirty-fifth) working day following the starting date for introducing the declaration of acceptance, or if this day falls on a public holiday, on the first subsequent working day. The deadline of acceptance, namely the period within which the declaration of acceptance for the Public Takeover Bid is to be introduced by a shareholder shall start at 10.00 o'clock on the starting date and end at 12.00 o'clock on the ending date.

Acceptance of the Public Takeover Bid shall be considered as valid, if

-       the number of shares determined in the declaration of acceptance has been indeed approved within the deadline of acceptance on the transaction account no. 0070/000018 at KELER Ltd, and

-       after the aforementioned criteria has been met, the shareholder introducing a declaration of acceptance submit the signed original declaration of acceptance (Annex No. 2 to the Public Takeover Bid) by adding further annexes if required according to the Public Takeover Bid no later than 12.00 o'clock on the ending date to the specified locations.

Detailed rules on the submission of the declaration of acceptance are included in Section 2.2 in Chapter IV of the Public Takeover Bid.

The bid price shall be paid by the Bidder in cash, in full (in Hungarian forints only) to shareholders that has introduced a declaration of acceptance for the Public Takeover Bid validly, within 5 (five) working days from the ending date, by means of bank transfer, to the bank account or person holding account at a bank in Hungary, as specified in the declaration of acceptance or Annex no. 7 to the Public overtake bid. 2

3. A declaration to indicate whether the executive employees of the Company hold any executive office or have any participating interests in the Bidder, or in the holder of a participating interest in the Bidder, or any other relationship between the aforementioned

From the executive employees of the Company, József Vida, the chairman of the Board of Directors hold an executive office in the Bidder (chairman of the Board of Directors and Chief Executive Officer), and in B3 Savings Bank /in Hungarian: B3 Takarékszövetkezet/ (chairman of the Board of Directors and Chief Executive Officer) from among the companies making a bid.

4. The Company's ownership structure, list of persons having at least five per cent of the voting rights, number of their shares and the number of their votes Persons having at least 5% of shares

series “A” shares listed on BSE

Name

Share (%)

Number of shares

Takarékbank Zrt.

24.20

15 970 000

Fókusz Takarékszövetkezet

13.06

8 620 534

B3 TAKARÉK Szövetkezet

10.53

6 952 134

Magyar Nemzeti Vagyonkezelő Zrt.

7.32

4 832 225

Clearstream Banking SA (Silvermist Estate SA)*

13.19

8 708 085

Free float: 31.7%

 

Series “B” and “C” shares were issued privately.

Further information on the ownership structure in detail is available on the Company's website.

5. Any effect on the Company s employees on account of the acquisition of a participating interests

Bidder does not plan any significant changes in the employment conditions, however does not exclude the possibility of reorganizing the personnel of the Company in order to rationalize organizational mechanisms or use mutual synergies or for reasons of cost-effectiveness.

At the same time the Board of Directors draws the attention to the Operating Plan as set out in Annex no. 8 to the Public Takeover Bid that according to the business policy plans therein, the Company will have mortgage bank profile only and shall transfer its activities related to commercial banking to other companies within the Integration, which – according to the Board of Directors – may affect the employees depending on the related organizational restructuring.

6. Recommendation of the management body of the Company whether to accept or reject the takeover bid, including a detailed explanation; in the event of having any vote against the recommendation or if a member of the management body abstained, it shall also be indicated along with an explanation

The business policy views of the Bidder – presented in the Public Takeover Bid and its Annex on the Operating Plan – aims at strengthening the Company's activities related to issuing mortgage bonds and refinancing. As a result of these changes, services related to commercial banking, tasks related to controlling or providing services to the group, and holding functions shall be removed from the activities of the Company in the future, because all these activities shall be reallocated to other companies within the Integration.

According to the Board of Directors of the Company, even if these large changes within the organization have a positive effect on the whole Integration, namely the value of the whole organization as presented in Chart no. 1 in Section 2 in the Operating Plan included in the Public Takeover Bid, but the shares – issued earlier by the Company, by providing an opportunity for Investors to invest in the entire FHB Group – shall no longer have the same investment potential as earlier.

Furthermore according to the Board of Directors of the Company, the pricing of the Bidder is not significantly different from the prevailing price level on the banking market in the region (see also the tables below), taking also into account that the last business year of the FHB Group ended with negative results.

Given all the above, the Board of Directors proposes the shareholders of the Company to accept the Public Takeover Bid of the Bidder.

7. Name of the independent financial expert appointed by the management body of the Company, and a declaration to state whether there is any conflict of interest regarding the expert that could affect his ability to proceed unbiased

Considering Section 73/A subsection (5) of the Capital Market Act and in this context the fact that the case provided for the Public Takeover Bid applies according to Section 68 subsection (2) point d) of the Capital Market Act, the Company is not obliged to appoint an independent financial expert, thus it was not appointed.

8. The employees' opinion on the Public Takeover Bid

According to Section VII.3 of the Public Takeover Bid, the Bidder does not plan any significant changes in the employment conditions, however does not exclude the possibility of reorganizing the personnel of the Company in order to rationalize organizational mechanisms or use mutual synergies or for reasons of cost-effectiveness.

In Section II.1 and 2 of Annex no. 8 to the Public Takeover Bid set out that the Company will have mortgage bank profile only. According to Sections II. 3. and 5. in this Annex, any duplicate status or those unsupported by capacity demands shall be terminated under the procedure reallocating the duties within the members of the Integration, which may probably result in net reduction of staff in years 2017 and 2018, furthermore the work may change within the same location as part of the reallocation between institutions.

In consideration of the aforementioned, the Works Council asks the management of the Company to pay particular attention to guarantee rights relating to collective redundancies according to Section 72 of Act I of 2012 on the Labor Code (hereinafter referred to as the “Hungarian Labor Code”) and the Works Council in connection with actions affecting a large number of employees according to Section 264 subsection (1) of the Hungarian Labor Code.

Budapest, 13 June 2017

FHB Mortgage Bank Co. Plc.

Közzétéve: 6/14/2017 4:00 PM
A(z) Announcement az FHB Bank Zrt. közleménye.

For questions about

Call us anytime

Call us anytime

06 1 3344 344

FHB branches

 
 
Email this article
Suggested article:
Recipient's email address: *
Your name: *
Your email address: *
Personal message:

Suggest our article to somebody, or send it to yourself