The agreement for the creation of the 5th ‘banking pole’ was signed, while the contract for the merger of the two banks Attica Bank – Pancreta Bank was sent to the Bank of Greece, with the share capital increase amounting to 675 million euros.
According to a statement issued by Attica Bank, the Bank was informed by the Hellenic Financial Stability Fund (HFSF) and Thrivest Holding Ltd that a binding agreement was signed between them regarding the corporate transformation of the Bank (its merger with Pancreta Bank through the absorption of Pancreta by Attica Bank) and the further investment of the shareholders in the share capital of the credit institution that will arise after the merger and subject to its completion.
The investment in the new credit institution will support the implementation of the business plan of the new bank and will cover the additional capital needs that will arise from the inclusion of non-performing exposure portfolios of the two banks in the state guarantee program “Hercules III”.
The main terms of the agreement are as follows:
1. The shareholders will provide Attica Bank with a written commitment letter to cover the capital needs of the credit institution that will arise after the merger, including the needs as a result of the inclusion in the “Hercules III” program.
The shareholders’ investment in the credit institution that will result from the merger and subject to its completion amounts to 675.10 million euros, of which 475.10 million will be paid in cash by the HFSF and 200 million will be paid by Thrivest in cash. The investment will be made through a share capital increase in the new credit institution, with a right of preference in favor of old shareholders. In addition, warrants will be issued in favor of the shareholders who will participate in the increase of the share capital.
The total amount sought to be raised from the issuance of new shares and warrants will amount to up to 735 million. After the completion of the above actions, the HFSF is expected to hold a stake in the new credit institution of at least 35% and Thrivest is expected to hold a stake of between 50% plus one share and 58.5%. Thrivest’s participation rate may increase if it chooses at its discretion to invest an amount greater than 200 million.
Until the completion of the merger and the capital increase, the composition of the bank’s board of directors will not change, in terms of the total number of board members as well as the number of members that each party is entitled to designate or propose for election.
The shareholders undertook to exercise their voting rights in each credit institution in favor of the implementation of the merger and the capital increase. After the approvals, the bank will immediately proceed to the next steps for its inclusion in the state guarantee program “Hercules III” as well as for the merger.
Furthermore, it will implement, to the extent that it can and concerns it, the individual actions required for the realization of the investment and capital support. The agreement for the increase of Attica Bank’s share capital and its merger with Pancreta Bank will be submitted to the Parliament for ratification. The Finance Ministry pointed out that the solution reached by the HFSF was optimal, as, firstly, it leads to a series of benefits, secondly, it prevents losses and, thirdly, there was no alternative scenario.
