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Announcement

FHB Co. Plc. – Disclosure of ownership

FHB Mortgage Bank Co. Plc (registered seat: 1082 Budapest, Üllői út 48.; Number of registration: 01-10-043638; hereinafter referred to as the “Company”) according to the notifications of Magyar Takarékszövetkezeti Bank Zrt. (registered seat: 1122 Budapest, Pethényi köz 10., hereinafter: Takarékbank) fulfilling its disclosure obligation defined in Article 55, Section 1 of Article 61, Section 1 of Article 69 and Article 76 of Act CXX of 2001 on the Capital Market informs its investors as follows.

The Company on the basis of the notification on 2 August got knowledge of

  • the result of the Takeover Bid, the information regarding the Takeover Bid can be found in Annex Nr.1.
  • transaction and excess of the threshold value of the voting rights according to Section 3 Article 61 of the Capital Market Act, the information regarding the transaction can be found in Annex Nr.2.

 

Budapest, 2 August 2017

FHB Mortgage Bank Co. Plc.

Annex Nr.1.

 

Notification on the result of the Takeover Bid

Magyar Takarékszövetkezeti Bank Zártkörűen Működő Részvénytársaság (registered seat: 1122 Budapest, Pethényi köz 10.; company registry number: 01-10-041206; tax number: 10241662-4-44) (hereinafter referred to as: Offeror), and MKB Bank Zártkörűen Működő Részvénytársaság (registered seat: 1056 Budapest, Váci u. 38.; company registry number: Cg 01-10-040952) (hereinafter referred to as: Investment Service Provider), with regard to the Takeover Bid authorized by the Hungarian Central Bank with its resolution Nr. H-KE-III-429/2017 dated 20 June 2017 and disclosed on 22 June 2017, made to the shareholders of FHB Mortgage Bank Co. Plc. (registered seat: 1082 Budapest, Üllői út 48; company registry number: Cg. 01-10-043638) (hereinafter referred to as: Offeree Company) (hereinafter referred to as: Takeover Bid) is disclosing the following information.

The first and last day of the period within which the declaration of acceptance regarding the Takeover Bid was to be introduced were 26 June 2017 (Monday) 10 a.m. and 31 July 2017 (Monday) 12 a.m., till which time

(i) regarding „A” series equity shares (ISIN code: HU0000078175) 20,092,211 that is twenty million and ninety-two thousand and two hundred eleven pieces of valid declaration of acceptance have arrived,

(ii) regarding „B” series preferential shares (ISIN code: HU0000140868) no declaration of acceptance has arrived, furthermore

(iii) regarding „C” series equity shares (ISIN code: HU0000140884) no declaration of acceptance has arrived.

The share transfer agreements regarding the above shares became effective on the last day of the period within the offer to sell had to be made (that was 31 July 2017).

The payment will be effected on 7 August 2017 through bank transfer to the account number indicated on the declarations.

Considering the above mentioned, the Offeror has acquired through the Takeover Bid altogether 20,092,211 that is twenty million and ninety-two thousand and two hundred eleven pieces of „A” series shares, on the basis of which the Offeror

-          had 37.74 that is thirty-seven point seventy-four percent of direct influence and 0,00 that is null percent of indirect influence in the Offeree Company on the basis of the share in share capital on the last day, which number consists the Offeror’s share on the first day as well;

-          had 37.83 that is thirty-seven point eighty-three percent of direct influence and 0,00 that is null percent of indirect influence in the Offeree Company on the basis of the share in voting rights on the last day, which number consists the Offeror’s share on the first day as well.

The share of the persons acting in concert as set out in the Takeover Bid – excluding the Offeror – has not changed.

In line with the above, the persons acting in concert as set out in the Takeover Bid – including the Offeror -

-          had 86.76 that is eighty-six point seventy-six percent of direct influence and 0 that is null percent of indirect influence in the Offeree Company on the basis of the share in share capital on the last day, which number consists the Offeror’s share on the first day as well;

-          had 86.96 that is eighty-six point ninety-six percent of direct influence and 0 that is null percent of indirect influence in the Offeree Company on the basis of the share in voting rights on the last day, which number consists the Offeror’s share on the first day as well.

Budapest, 2nd August 2017

______________________________________

Magyar Takarékszövetkezeti Bank Zrt.

represented by László Lakatos director and Dr. Péter Greguska unit leader, legal counsel

_________________________________________

MKB Bank Zrt.

represented by Zoltán Bánfi managing director and Krisztina Marót director

Annex Nr.2.

Official document to be used for gaining or disinclining shares entitling to vote, or voting rights in compliance

with Article 61 of the Law on Capital Markets

1.             Naming the original issuer of or the issuer of such already existing shares that ensure the right to vote: FHB Jelzálogbank Nyilvánosan Működő Részvénytársaság

2.             The reason for making the announcement (indicate the relevant box or boxes):

[X] gaining or disinclining voting rights

[ ] buying or selling financial devices that might result in gaining already issued shares that ensure voting rights

[ ] any event changing the ratio of voting rights

3.             The full name of the person(s) obliged to make the announcement: Magyar Takarékszövetkezeti Bank Zrt.

4.             The full name of the shareholder(s) (if other than in point 3): ……………………..

5.             The date of the transaction and the date of exceeding or reaching the threshold value: 31 July 2017

6.             The exceeded or reached threshold value(s): 25%, 30%, 35%

7.             Published data:

Voting rights linked to shares

 

The class and type of

shares (preferably by

indicating the ISIN code)

State prior to transaction

State after transaction:

Number of shares

 

Number of

voting

rights

Number of shares

 

Number of voting rights

Percentage of voting rights

Direct

Direct

Indirect

Direct

Indirect

FHB Jelzálogbank Nyrt. „A” equity share

(HU0000078175)

15.970.000

15.970.000

36.062.211

36.062.211

0

33,32%

0%

FHB Jelzálogbank Nyrt. „B” preferential share

(HU0000140868)

1.627.160

1.627.160

1.627.160

1.627.160

0

1,50%

0 %

FHB Jelzálogbank Nyrt. „C” equity share

(HU0000140884)

325.432

3.254.320

325.432

3.254.320

0

3,01%

0 %

A) PARTIAL VALUE (having summed up

voting rights)

17.922.592

20.851.480

38.014.803

40.943.691

0

37,83%

0%

 

8.             If relevant, the chain of controlled enterprises through which the voting rights and/or financial devices are actually owned: ……………………………

9.             In the case of voting through a representative: .........................

[name of the representative] [numbered] authorization for owning the voting right expires on [date].

10.           Further information, if necessary:: ……………………………..

Budapest, 2 August 2017

Magyar Takarékszövetkezeti Bank Zrt.

Közzétéve: 8/2/2017 5:50 PM
A(z) Announcement az FHB Bank Zrt. közleménye.

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