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MarketScreener Homepage  >  Equities  >  Athens Stock Exchange  >  Piraeus Bank S.A.    TPEIR   GRS014003024

PIRAEUS BANK S.A.

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Piraeus Bank S A : - Draft Demerger Deed ()

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09/07/2020 | 05:00pm EDT

27.08.2020, Athens

Draft Demerger Deed of the company named "Piraeus Bank Société Anonyme"

by way of hive-down of the banking activity sector and its contribution into a new entity to be incorporated and licensed as a credit institution, pursuant to article 16 of Law 2515/1997 and articles 54 para. 3, 57 para. 3 and 59-74 of Law 4601/2019

PREAMBLE

A. On 23.07.2020, the Board of Directors of the company named "Piraeus Bank Société Anonyme"

resolved to commence the process of a demerger by way of hive-down of the banking activity sector and its contribution into a new entity to be incorporated and licensed as a credit institution, pursuant to the provisions of article 16 of L. 2515/1997 (in particular para. 5 thereof regarding the consolidation of assets and liabilities) and articles 54 para. 3, 57 para. 3 and 59-74 of L. 4601/2019, as in force (hereinafter the "Demerger").

Β. Furthermore, the Board of Directors of Piraeus Bank, acting through its authorised representatives, drafted a detailed report explaining and justifying the legal and financial aspects of this Draft Demerger Deed (hereinafter the "Draft Demerger Deed") in accordance with article 61 of L. 4601/2019, as in force.

C. Further to the aforementioned corporate resolutions and actions, the Board of Directors of

Piraeus Bank, at its meeting of 27.08.2020, unanimously approved the following terms and conditions of the Demerger along with this Draft Demerger Deed.

To this end, the Draft Demerger Deed is now executed in accordance with article 16 of L. 2515/1997 and articles 54 para. 3, 57 para. 3 and 59-74 of L. 4601/2019, as in force, as follows:

1. DETAILS OF THE DEMERGED ENTITY AND THE BENEFICIARY ENTITY

Demerged Entity: The Société Anonyme (credit institution) under the corporate name "Piraeus Bank Société Anonyme", with the distinctive title "Piraeus Bank", having its registered office in Athens, with General Commercial Registry no. 225501000 (hereinafter the "Demerged Entity"), as is duly represented by the signatories herein below, who were authorised in relation thereto by the Board of Directors of Piraeus Bank at its meeting of 27.08.2020. Upon completion of the Demerger, the Demerged Entity shall cease to be a credit institution and its corporate name will be changed to

"Piraeus Financial Holdings Société Anonyme.", with the distinctive title "Piraeus Financial Holdings".

Beneficiary Entity: The beneficiary entity, which will be incorporated by virtue of the notarial deed of the Demerger pursuant to the provisions of the applicable legislative and regulatory framework, shall be a Greek Société Anonyme (credit institution) under the corporate name "Piraeus Bank Société Anonyme", with the distinctive title "Piraeus Bank". Said entity will acquire the hived down banking activity sector of the Demerged Entity (hereinafter the "Beneficiary"), as set out in detail under 4.ii. "RESULTS OF DEMERGER" herein below. The Beneficiary shall be licensed as a credit institution, will be a wholly-owned subsidiary of the Demerged Entity and will be seated in Athens.

2. APPLICABLE LAW - DEMERGER TYPE

The Demerger will be effected in accordance with the provisions of article 16 of L. 2515/1997 (in particular paragraph 5 thereof regarding the consolidation of assets and liabilities), in conjunction with articles 54 para. 3, 57 para. 3, 59-74 and 140 para.3 of L. 4601/2019 and article 145 of L. 4261/2014, as in force, by way of hive-down of the banking activity sector of the Demerged Entity and its contribution to the Beneficiary, which will be incorporated upon completion of the hive-down. The Demerger will require the approval of the General Meeting of the Demerged Entity's

shareholders, which shall be obtained as prescribed by law and the Demerged Entity's Articles of Association.

3. TRANSFORMATION BALANCE SHEET DATE - BANKING ACTIVITY SECTOR

The assets and liabilities of the hived down sector, as reflected on the Demerged Entity's Transformation Balance Sheet dated 31 July 2020, which was drawn up for the purposes of the Demerger and is attached hereto as Appendix I, forming an integral part hereof (hereinafter the "Transformation Balance Sheet"), and as these will be formed until the completion of the Demerger, shall be transferred in the context of the Demerger as balance sheet items of the Beneficiary pursuant to article 16 para. 5 of L. 2515/1997.

The banking activity sector, which shall be contributed to the Beneficiary for the purposes of the Demerger, consists of the following:

  • i. all deposits;

  • ii. all loans with all their corresponding collaterals;

  • iii. all liabilities of the Demerged Entity arising from bond loans issued by the Demerged Entity or its subsidiaries, in relation to which the Demerged Entity acts in its capacity as issuer or guarantor, as the case may be, with the exception of the obligations of the Demerged Entity under the following instruments:

    (a) all Fixed Rate Reset Dated Subordinated Guaranteed Notes due 26 June 2029 of a total nominal value of €400,000,000, ISIN XS2018638648, in respect of which the Demerged Entity

    has substituted as Issuer its subsidiary and original issuer of the notes in question "Piraeus

    Group Finance Plc", under the terms of the Medium-Term Note Programme;

    (b) all Fixed Rate Reset Tier 2 Notes due 19 February 2030 of a total nominal value of

    €500,000,000, ISIN XS2121408996;

    (c) all State Subscribed Reset Perpetual Contingent Convertible Common Equity Tier 1 Capital

    Bonds of a total nominal value of €2,040,000,000, which were issued by the Demerged Entity

    on 2 December 2015 pursuant to the provisions of Law 3864/2010;

  • iv. unless otherwise specified, all notes held by the Demerged Entity regardless of the relevant issuer (other than those specified under (iii) (a), (b) and (c) herein above) (including, among others, (a) the "Profit Participating Note due 2033", issued by the SPV under the corporate name "Piraeus SNF DAC", (b) the senior notes issued by the SPVs under the corporate names "Phoenix NPL Finance DAC", "Vega I NPL Finance DAC", "Vega II NPL Finance DAC" and "Vega III NPL Finance DAC", and (c) 5% of the mezzanine and junior notes issued by the SPVs under the corporate names "Phoenix NPL Finance DAC", "Vega I NPL Finance DAC", "Vega II NPL Finance DAC" and "Vega III NPL Finance DAC"), with the exception of 95% of the mezzanine

    and junior notes issued by the aforementioned SPVs, which shall be retained by the Demerged Entity;

  • v. all of the Demerged Entity's participations in domestic and foreign legal persons and other entities or undertakings, including participations in subsidiaries, with the exception of the following participations in: (a) the Greek Société Anonyme under the name "Piraeus Agency Solutions Single-Member Société Anonyme Company for the provision of Insurance Products' Distribution and Financial Services", (b) the Ukrainian banking corporation under the name

"JSC PIRAEUS BANK ICB" and c) the company under the name "Piraeus Group Capital Ltd",

which has its registered seat in the United Kingdom and is engaged in issuing credit instruments;

  • vi. all assets and liabilities of the two foreign branches of the Demerged Entity, in particular: (a) of the London branch (PIRAEUS BANK LONDON BRANCH) at 8th Floor, Tower 42, 25 Old Broad Str. EC2N 1 PB, London, UK, with local Branch registration no. BR005808, and (b) of the Frankfurt branch (Piraeus Bank Germany - Frankfurt Branch), at Baseler Str. 46 D-60329 Frankfurt am Main, with local registration no. HRB 51094;

  • vii. all real estate assets owned by the Demerged Entity, pursuant to the provisions of paras. 7-9 of article 16 of L. 2515/1997, in conjunction with article 140 para. 3 of L. 4601/2019 as in force;

  • viii. the debit balances that have arisen for the Demerged Entity based on the provisions of article 27 (paras. 2 and 3) of L. 4172/2013;

  • ix. the right to all deferred tax claims, including those determined in accordance with article 27Α of L. 4172/2013;

  • x. tax claims and liabilities related to the banking activity sector created and assessed up to the Transformation Balance Sheet date, in particular the right to set off the credit balances of withholding taxes on credit institutions, including those settled pursuant to the provisions of article 93 of L. 4605/2019, except any tax claims from tax withholdings related to the Demerged Entity; and

  • xi. other assets and liabilities, as well as all of the Demerged Entity's reserves contained in the Transformation Balance Sheet, to the extent that they are related to any items transferred to the Beneficiary.

Upon completion of the Demerger, the Demerged Entity will retain certain assets, liabilities and activities related to the following:

i. directly and indirectly participating in domestic and/or foreign legal entities and other entities, undertakings and companies established or to be established, of any form and object;

  • ii. undertaking or carrying on insurance intermediation and insurance distribution activities on a retainer, pursuant to the provisions of L. 4583/2018, as in force from time to time, for and on behalf of one or several insurance undertakings (insurance agent), providing insurance advisory services to third parties and to companies of the Demerged Entity's group, as well as researching, studying and analysing insurance related issues;

  • iii. providing financial advisory services involving planning, development, research, reorganisation, assessment, business strategy, acquisitions, sales, mergers and restructuring of companies;

  • iv. providing specialised shareholders registry services to domestic and/or foreign legal entities, other entities and undertakings of any form and object, established or to be established in the future, whether listed on a trading venue or not;

  • v. other activities and services similar or conducive to the above.

Moreover, as a company listed on the Athens Stock Exchange, the Demerged Entity shall retain the investor relations unit, the shareholders' registry unit, as well as an internal audit unit.

Furthermore, the Demerged Entity will retain the following:

i.

the liabilities arising from the following instruments:

(a) the Fixed Rate Reset Dated Subordinated Guaranteed Notes due 26 June 2029 of a total nominal value of €400,000,000, ISIN XS2018638648, in respect of which the Demerged Entity has substituted as Issuer its subsidiary and original issuer of the notes in question "Piraeus

Group Finance Plc", under the terms of the Medium Term Note Programme;

(b) the Fixed Rate Reset Tier 2 Notes due 19 February 2030 of a total nominal value of €500,000,000, and ISIN XS2121408996;

(c) the State Subscribed Reset Perpetual Contingent Convertible Common Equity Tier 1 Capital

Bonds of a total nominal value of €2,040,000,000, which were issued by the Demerged Entity on 2 December 2015 pursuant to the provisions of Law 3864/2010;

ii.

95% of the mezzanine and junior notes issued by the SPVs under the company names "Phoenix

NPL Finance DAC", "Vega I NPL Finance DAC", "Vega II NPL Finance DAC" and "Vega III NPL Finance DAC",

iii. its participations in: (a) the Greek Société Anonyme under the name "Piraeus Agency Solutions

Single-Member Société Anonyme for the provision of Insurance Products' Distribution Services and Financial Services", (b) the Ukrainian banking corporation under the name "JSC PIRAEUS BANK ICB" and c) the company under the name "Piraeus Group Capital Ltd", which has its registered seat in the United Kingdom and is engaged in issuing credit instruments; and

iv.

cash in the amount of €1,307 mn., primarily for the purpose of subscribing to the Subordinated

Notes of a total nominal value of €900 mn. to be issued by the Beneficiary, and the payment of the annual coupons for the years 2020 and 2021 in respect of the €2,040 mn. State Subscribed

Reset Perpetual Contingent Convertible Common Equity Tier 1 Capital Bonds, amounting to approx. €165 mn. per annum.

It is noted that the verification of the book value of the hived down sector's assets, as these are reflected on the Transformation Balance Sheet, has been conducted by the auditing company PriceWaterhouseCoopers Auditing Company S.A. and, in particular, by the Certified Auditor Dimitrios Sourbis (Ref. No. SOEL 16891), who was appointed by virtue of the decision adopted by the

Demerged Entity's Board of Directors on 23.7.2020 in accordance with article 16 para. 5 of L.

2515/1997 and article 140 para. 3 of L. 4601/2019. All actions concerning the hived-down banking sector, which will be effected following the date of the Transformation Balance Sheet and until the Demerger Date (as defined below), shall be deemed to have been conducted for the account of the Beneficiary.

4. RESULTS OF DEMERGER

The Transformation Balance Sheet items of the hived down sector, as these will be formed until the Demerger Date (as defined herein below), shall be treated following the Demerger, as balance sheet items of the Beneficiary.

On the date of registration of the final demerger deed, which shall be drawn up as a notarial deed, with the General Commercial Registry (hereinafter the "Demerger Date"), where all other documents prescribed by law shall be filed together with the relevant resolution of the General

Meeting of the Demerged Entity's shareholders, the relevant approval of the competent supervising authority and the license to the Beneficiary to operate as a credit institution, the Demerger process shall be concluded and the following shall apply simultaneously and ipso jure vis-a-vis the Demerged Entity and the Beneficiary, as well as third parties:

  • i. The Beneficiary shall be incorporated under the Articles of Association to be adopted by the

    General Meeting of the Demerged Entity's shareholders and included in the final Demerger

    Deed, which shall be drawn up as a notarial deed.

  • ii. The Beneficiary, which will obtain a license to operate as a credit institution, shall substitute the Demerged Entity by way of universal succession to all contributed assets and liabilities, as these are set out in the Transformation Balance Sheet of the hived down sector and formed until the Demerger Date. In the context of the universal succession, pursuant to the provisions

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Disclaimer

Piraeus Bank SA published this content on 07 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 September 2020 20:59:02 UTC


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