Slovenian Sovereign Holding, acting on behalf of the Republic of Slovenia (the “Seller”), hereby issues a:
Public invitation to submit an expression of interest for the acquisition of 100% of the share capital of Abanka, d.d. (the “Transaction”)
Established in 1955, Abanka, d.d. (“Abanka”) is the 3rd largest banking group in Slovenia. Abanka provides a wide range of financial services to its clients and benefits from an extensive network of 55 branches throughout the country. Further information regarding Abanka is available on Abanka’s webpage: www.abanka.si.
The Seller has appointed BNP Paribas SA (“BNP Paribas”) to act as its sole financial advisor and conduct a multi-stage sale process to select the preferred counterparty for the Transaction (the “Process”).
The purpose of this invitation is to solicit expressions of interest from persons wishing to participate in the Process. Following the expression of interest, qualified parties will, in subsequent phases, be requested to provide a non-binding offer for the Transaction, before binding offers are solicited from the parties that reach that phase of the Process. The Seller intends to complete the Process as smoothly as possible while maximising sale proceeds and transaction certainty.
Submission of an Expression of Interest
Any party interested in participating in the Process (an “Interested Party”) is invited to get a summary briefing document regarding Abanka (the “Teaser”) either on the Seller’s website (https://www.sdh.si/) or upon request from BNP Paribas at the email addresses set out below.
Interested parties are invited to register their interest in the Transaction by submitting to BNP Paribas a letter of expression of interest (the “Expression of Interest”), which shall include the following information:
- The identity of the Interested Party, including its full name, address and registered office, as well as the identity of its immediate and ultimate beneficiaries;
- A confirmation that the Interested Party has an interest in good faith to participate in the Process;
- The name and contact information of the person at the Interested Party that BNP Paribas shall contact in relation to the Process.
The Seller may consider the ability of the Interested Party to close the Transaction when deciding on the Interested Party’s participation in the Process. In addition, a party shall not be eligible to participate in the Process (whether as a single Interested Party or as a member of a consortium) if:
- It or any of its shareholders originates from a country that is under sanctions of the United Nations Security Council; or
- It or any of its shareholders is on the European Union’s Listing of list of persons, groups and entities subject to EU financial sanctions at the time of submission of the Expression of Interest.
The Sellers and BNP Paribas reserve the right, after the receipt of its Expression of Interest, to ask an Interested Party to submit additional information on its identity or profile.
Any Interested Party wishing to register its interest in participating in the Process should do so no later than 5:00pm CET on 26 October 2018. The Expression of Interest should be sent by email by the above deadline to BNP Paribas, followed by an original sent by courier to Arnaud Jossien at BNP Paribas, at the address set out at the end of this Invitation. The Expression of Interest should be in English and signed and dated on behalf of the Interested Party by a duly authorised officer with attached excerpt from court/commercial register evidencing legal capacity to represent the Interested Party.
Formation of consortium
If an Interested Party considers bidding as part of a consortium, it should disclose to BNP Paribas the identities of all contemplated consortium members.
If a consortium is formed before the submission of Expressions of Interest and invited to the next phase of the Process, then only such consortium as a whole shall be authorised to participate in the Process.
In case a consortium is planned to be formed after the submission of Expressions of Interest, it must include at least one Interested Party that received a written approval from BNP Paribas or the Seller prior to the start of any discussions or sharing of confidential information to any third parties. Any intended change in the composition of an existing consortium following the submission of Expressions of Interest must also be notified to BNP Paribas in advance in writing. No formation of a consortium or amendment to any members of an existing consortium following the submission of Expressions of Interest may take place without providing for each member of the consortium all information required for an Expression of Interest.
An Interested Party may only submit one Expression of Interest. A member of a consortium may not participate in more than one consortium at the same time during the Process, nor may a member of a consortium participate in the Process as a single Interested Party. A breach of this paragraph shall cause the immediate disqualification of the relevant Interested Party and any consortium of which it is a member.
Overview of the subsequent process
Following the receipt and evaluation of the Expressions of Interest, the Seller and BNP Paribas on the Seller's behalf, will determine whether an Interested Party qualifies for the next phase of the Process. A process letter providing details of the contemplated sale process and requirements for the submission of indicative bids and other process related matters, together with a confidential information memorandum, will be available to qualified Interested Parties subject to the execution of a non-disclosure agreement that will be provided by BNP Paribas.
Potential investors are reminded that the acquisition of shares in Abanka through the Transaction would be considered as an acquisition of qualifying holding pursuant to Article 23(1) of CRD IV and Article 66 of Slovenian Banking Act (ZBan-2), for which prior permission by the ECB is required. Potential investors will therefore be required to confirm during the Process that they meet the relevant criteria.
The Seller expressly reserves the right, at any time and in any respect, without giving notice or reasons, to amend or terminate the procedure currently envisaged for the Process. This invitation and the Process is governed by Slovenian law.
Inquiries and additional clarifications
For any additional information regarding the Process, please contact:
Mr. Arnaud Jossien
Managing Director, BNP Paribas
4 rue d’Antin, 75002 Paris, France
Mr. Dusan Milcic
Vice President, BNP Paribas
10 Harewood Avenue, NW1 6AA London, UK
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