Šiaulių Bankas and Invalda INVL Completed the Merger of Retail Businesses
30 Novembro 2023 - 11:00AM
Šiaulių Bankas and Invalda INVL Completed the Merger of Retail
Businesses
On 30 November 2023, Šiaulių Bankas Group companies, i.e.,
Šiaulių Bankas AB, life insurance company SB Draudimas UAB, and SB
Asset Management UAB, signed the necessary documents with Invalda
INVL Group companies, i.e., Invalda INVL AB, INVL Asset Management
UAB, INVL Life UADB, and brokerage firm INVL Financial Advisors
UAB, effectively merging, as of 1 December 2023 (at midnight from
30 November 2023 to 1 December 2023), their businesses under the
Master Agreement of 22 November 2022 for the merger of retail asset
management and life insurance businesses managed indirectly by
Invalda INVL with Šiaulių Bankas Group (hereinafter, the
Transaction). More details of the Transaction were published in the
Notification on Material Event of 23 November 2022, the
Notification of 22 February 2023, and the Notification of 22
November 2023.
Following the completion of the Transaction,
Šiaulių Bankas Group, in addition to the financial services it
already provides, will, as of 1 December 2023, manage second- and
third-pillar pension funds and investment funds for retail clients
in Lithuania. The pension and investment fund business in Lithuania
will be managed through SB Asset Management UAB, controlled by the
Bank.
Šiaulių Bankas Group will also significantly
expand its life insurance business in the Baltic States, which will
be taken over by the bank-controlled life insurance company SB
Draudimas UAB (operating in Latvia and Estonia through its own
branches).
In total, the Transaction involves more than 210
thousand clients and over EUR 1.2 billion of assets under
management in the Baltics. As a result of the Transaction, the
combined funds entrusted by clients to Šiaulių Bankas Group as
deposits, assets under management and assets under custody will
increase by a quarter and surpass EUR 6 billion (as of 31 October
2023). 160 specialists, investment managers and experts who worked
for INVL will also join Šiaulių Bankas Group, bringing the total
number of employees in the Group to over 1,100.
“The Transaction opens new growth opportunities
for us. Combining the businesses, competences and best practices of
the entities will allow us to become more competitive, and we are
determined to grow faster than the market in the three key areas –
retail, corporate and investment client segments. We aim to offer
broader, more flexible, and tailored financial solutions for our
clients. I believe that these ambitions will encourage progress of
the entire financial market in Lithuania,” says Vytautas Sinius,
CEO of Šiaulių Bankas.
The Transaction price is EUR 41.8 million and
consists of:
- the fixed part of the principal price of EUR 40.2 million,
determined as at the date of signing of the Master Agreement and
paid by way of set-off between Šiaulių Bankas AB and Invalda INVL
of the claims under the Master Agreement and other Transaction
documents,
and
- the variable part of the price, the terms and conditions of
which are set out in the Master Agreement, which is fixed by the
parties to the Transaction at EUR 1.6 million and which is payable
in cash.
The final share of the Transaction price for the
retail asset management business to be merged is EUR 32.8 million
and for the life insurance business – EUR 9.0 million. Once the
Transaction has been finalised, Invalda INVL will hold 9,39 per
cent of the authorised capital of Šiaulių Bankas. To this end,
Šiaulių Bankas is issuing a new targeted issue of 62,270,383 shares
at a price of EUR 0.645 per share. This issue is subject to the
Bank of Lithuania’s authorisation to register amendments to the
Articles of Association of Šiaulių Bankas. This regulatory
authorisation can only be obtained after the payment of the new
Šiaulių Bankas shares.
The Transaction will therefore be finalised upon
receipt of the aforementioned authorisation of the Bank of
Lithuania to register the amendments to the Articles of Association
of Šiaulių Bankas, registration of the increase of the bank’s
authorised capital in the Register of Legal Entities, registration
of the new shares in Nasdaq CSD SE, and their admission to trading
in the regulated market of Nasdaq Vilnius AB (which is expected to
take place before the end of 2023).
Following the completion of this and other
planned acquisitions, Invalda INVL will increase its shareholding
in Šiaulių Bankas to almost 20%.
Effective December 1, 2023, Vaidotas Rūkas, who
was previously the Head of INVL’s Investment Management Division,
becomes the CEO of SB Asset Management. Rasa Kasperavičiūtė, who
previously served as Director of INVL Life, becomes the new CEO of
SB Draudimas.
Additional information:Tomas VarenbergasHead of
Investment Management Divisiontomas.varenbergas@sb.lt
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