Invalda INVL informs that on 21 November 2023 it has received a decision of the European Central Bank by which it does not object that Invalda INVL acquired from 10 to 20 percent of the shares of joint-stock company Šiauliu bankas (hereinafter, Šiauliu bankas) and the voting rights granted by them.
This decision was the last of the regulatory decisions/permits that Invalda INVL needed for transferring the businesses under the Master Agreement, signed of 22 November 2022, regarding merger of Invalda INVL retail asset management and life insurance businesses with Šiauliu bankas group (hereinafter referred to as the Transaction). More information about the Transaction was published on 23 November 2022 in a notification on a material event and on 22 February 2023 in a notification on a shareholders' meeting resolutions.
Earlier this year, the Bank of Lithuania also adopted similar decisions regarding UAB SB Asset Management and GDUAB SB draudimas (not to object that Invalda INVL indirectly acquired from 10 to 20 percent of shares of these companies), as well as issued a permit to UAB INVL Asset Management to transfer the management of investment funds and the management of pension funds to UAB SB Asset Management, and issued a permit to INVL Life, UADB to transfer rights and obligations under insurance contracts to GDUAB SB draudimas, and granted other permits / decisions, which had to be obtained by Šiauliu bankas group companies for the completion of the Transaction.
Taking into account the above, the parties to the Transaction intend to transfer the businesses agreed in the Transaction from Invalda INVL group to Šiauliu bankas group on 1 December 2023 at 00:00 (at midnight from 30 November 2023 to 1 December 2023), after the relevant bodies of the parties of the Transaction have made the final decisions necessary for the completion of the Transaction.
As mentioned earlier, after the implementation of the Transaction, Invalda INVL will receive 9.39% of the authorized capital of Šiauliu bankas. To complete the Transaction, Šiauliu bankas will issue a new targeted issue of shares, the issuance of which, among other things, additionally requires the permission of the Bank of Lithuania to register amendments to the Articles of Association of Šiauliu Bankas, and this permission under the regulation can be obtained only after the payment for the new shares of Šiauliu bankas (transfer of the assets agreed in the Transaction from Invalda INVL group to Šiauliu bankas group). Thus, the completion of the Transaction will be carried out in two stages:
(i) Transfer of the assets agreed in the Transaction from Invalda INVL group to Šiauliu bankas group, which, as indicated above, will take place on 1 December 2023 at 00:00 (at midnight from 30 November 2023 to 1 December 2023);
(ii) The final closing of the Transaction, which will take place after obtaining the above-mentioned permission of the Bank of Lithuania to register the amendments to the Articles of Association of Šiauliu Bankas, registering the increase of the authorised capital of the bank in the Register of Legal Entities, registering new shares in Nasdaq CSD SE, as well as introduction thereof to trading on the regulated market of AB Nasdaq Vilnius (this is expected to happen within 1 month from the transfer of the businesses to the Šiauliu bankas group, i.e. until the end of 2023).
The person authorized to provide additional information is:
Darius Sulnis, CEO of Invalda INVL
E-mail Darius.Sulnis@invl.com
