In 2014 the following events affecting the structure of the PKO Bank Polski SA Group took place:
1) The acquisition of the Nordea Bank AB (publ) Group entities by PKO Bank Polski SA 1
On 12 June 2013, PKO Bank Polski SA and Nordea Bank AB (publ) concluded an agreement, concerning the acquisition by the Bank of shares in Nordea Bank Polska SA (‘the Company’), Nordea Polska Towarzystwo Ubezpieczeń na Życie SA and Nordea Finance Polska SA, as well as receivables portfolio granted to corporate customers (so called Swedish portfolio assets).
I April and May 2014, after satisfying the conditions precedent defined in the Agreement, PKO Bank Polski SA:
- acquired shares of Nordea Bank Polska SA
In April and in May 2014, the Bank acquired in total 63 833 800 ordinary shares of Nordea Bank Polska SA with a nominal value of PLN 5 each, representing 100% of the Company’s share capital and entitling to 100% of votes at the General Shareholders’ Meeting of the Company. The total purchase price for the shares of Nordea Bank Polska SA, including the discount for this Transaction, was PLN 2 998 389 thousand.
On 14 May 2014, the Management Board of PKO Bank Polski SA and the Management Board of Nordea Bank Polska SA signed a merger plan, whereby all property (all assets, equity and liabilities) of the Company was transferred to the Bank, as the acquirer. On 26 September 2014 the Polish Financial Supervision Authority granted its permit to the above mentioned merger. On 31 October 2014, the merger was register with the National Court Register relevant to PKO Bank Polski SA’s head office. The merger was carried out in the manner provided in Article 515 § 1 of the Commercial Companies Code, i.e. without an increase in the share capital of the Bank.
From the acquisition date (i.e. from 1 April 2014) to the legal merger date (i.e. to 31 October 2014) Nordea Bank Polska SA was a separate company in the Bank’s Group. The Bank and the Company remained separate as regards the provision of their services.
Nordea Bank Polska SA ceased to operate as a separate entity as from the legal merger date. As of this day PKO Bank Polski SA automatically became a party to all agreements concluded with the customers and, consequently, assumed all rights and obligations of the Company.
The process of the banks’ integration will be rounded off with an operating merger scheduled for the half year of 2015.
- acquired shares of Nordea Polska Towarzystwo Ubezpieczeń na Życie SA
On 1 April 2014, PKO Bank Polski SA concluded an agreement with Nordea Life Holding AB (a company registered in Sweden) on the purchase by the Bank of 1 725 329 shares in Nordea Polska Towarzystwo Ubezpieczeń na Życie SA, with a nominal value of PLN 111.59 each, representing 100% of the share capital and entitling to 100% of votes at the General Shareholders’ Meeting, for a total price of PLN 184 636 thousand.
On 14 May 2014, the change in the Company’s name to PKO Życie Towarzystwo Ubezpieczeń SA was registered with the National Court Register.
At the same time, in connection with the acquisition of Nordea Polska Towarzystwo Ubezpieczeń na Życie SA, its subsidiary, Nordea Usługi Finansowe Sp. z o.o. (currently Ubezpieczeniowe Usługi Finansowe Sp. z o.o. – the change in the name was registered with the National Court Register on 14 May 2014) became part of the PKO Bank Polski SA Group.
As at the end of 2014, the share capital of Ubezpieczeniowe Usługi Finansowe Sp. z o.o. amounts to PLN 1 950 thousand and consists of 3 900 shares with a nominal value of PLN 500 each. PKO Życie Towarzystwo Ubezpieczeń SA is the sole shareholder of the above mentioned entity. The core business of Ubezpieczeniowe Usługi Finansowe Sp. z o.o. is the provision of services supporting insurance operations.
- acquired shares of Nordea Finance Polska SA
On 1 April 2014, PKO Bank Polski SA concluded an agreement with Nordea Rahoitus Suomi OY (a company registered in Finland) for the purchase by the Bank of 4 100 000 shares in Nordea Finance Polska SA, with a nominal value of PLN 1 each, representing 100% of the company’s share capital and entitling to 100% of votes at the General Shareholders’ Meeting, for a total price of PLN 8 000 thousand.
On 26 June 2014, the change in the Company’s name to PKO Leasing Pro SA was registered with the National Court Register.
On 30 September 2014 the merger of PKO Leasing Pro SA with PKO Leasing SA was registered with the National Court Register of the domicile of the acquirer, by which the all property of PKO Leasing Pro SA (all assets and equity and liabilities, excluding statement of financial position items related to factoring activities acquired by PKO BP Faktoring SA), was transferred to PKO Leasing SA.
- acquired the so called Swedish portfolio assets
On 1 April 2014, PKO Bank Polski SA and Nordea Bank AB (publ) concluded an agreement for the purchase of the so called Swedish portfolio assets, i.e. receivables from loans and advances granted and bonds issued by Nordea Bank AB (publ) or other entities of its Group to corporate customers (the ‘Swedish Portfolio’). The total value of the Swedish Portfolio was the sum of PLN 761 811 thousand, USD 120 199 thousand, EUR 136 044 thousand and CZK 459 167 thousand, i.e. it amounted to PLN 1 763 815 thousand in total.
- concluded additional agreements related to the acquisition of the Nordea Bank AB (publ) Group entities
In connection with the fulfilment of the terms of the Transactions related to the Nordea Bank AB (publ) Group retaining the financing of the mortgage loans portfolio granted by Nordea Bank Polska SA (‘Mortgage Portfolio’), based on the agreement concluded on 1 April 2014, Nordea Bank AB (publ) granted a credit facility to PKO Bank Polski SA in an amount of up to: CHF 3 645 818 thousand, EUR 465 414 thousand and USD 3 725 thousand, for a period of no longer than 7 years, with a three-year repayment suspension period (the ‘Credit Facility’). The average effective margin over the maximum crediting period under the Credit Facility is 63 basis points above the relevant reference rate. The Credit Facility does not involve any commissions related to the granting of the financing. The Credit Facility was secured with a transfer for security of receivables related to the Mortgage Portfolio made by Nordea Bank Polska SA in favour of Nordea Bank AB Spółka Akcyjna Oddział w Polsce under the agreement on the transfer of ownership of loans for security signed on 2 July 2014. The process of making entries in the respective mortgage registrars is in progress. The value of receivables (loans) transferred for security amounts to approx. PLN 14 400 million.
On 1 April 2014, PKO Bank Polski SA concluded a loan agreement with Nordea Bank Polska SA, according to which funds received under the Credit Facility were transferred to Nordea Bank Polska SA in the form of a credit facility, the so called push-down facility, in the amount of up to: CHF 3 645 818 thousand, EUR 465 414 thousand and USD 3 725 thousand for a period of no longer than 7 years, with a three-year repayment suspension period (the ‘Push-Down Facility’). The Push-Down Facility was unsecured. The financial terms of the Push-Down Facility (credit margin, commission) were set at arm’s length. On the legal merger between PKO Bank Polski SA and Nordea Bank Polska SA, the contract has expired.
In accordance with the provisions of the Agreement, which oblige the Nordea Bank AB (publ) Group to participate in the default risk of the Mortgage Portfolio, on 1 April 2014 PKO Bank Polski SA and Nordea Bank AB (publ) concluded a special indemnity agreement (the ‘Special Indemnity Agreement’), according to which Nordea Bank AB (publ) will cover, for a period of 4 years following the closing date, 50% of the excess of the Mortgage Portfolio cost of risk over the annual cost of risk set at 40 basis points for each year of the above mentioned four-year duration of the Special Indemnity Agreement.
2) Changes concerning Polski Standard Płatności Sp. z o.o.
On 13 January 2014, a new company Polski Standard Płatności Sp. z o.o. was registered with the National Court Register. The share capital of the Company amounted to PLN 2 271 thousand and consisted of 45 420 shares, each of PLN 50 nominal value. All shares of the Company were acquired by PKO Bank Polski SA for a price equal to the nominal value of the acquired shares.
On 19 September 2014 an increase in the share capital of Polski Standard Płatności Sp. z o.o. of PLN 11 355 thousand, i.e. from PLN 2 271 thousand to PLN 13 626 thousand, was registered with the National Court Register. Shares in the increased share capital were acquired by: Alior Bank SA, Bank Millennium SA, Bank Zachodni WBK SA, ING Bank Śląski SA and mBank SA. As a result of the above mentioned capital increase, share of PKO Bank Polski SA in the share capital of the Company and votes at the General Shareholders’ Meeting decreased from 100% to 16.67%.
During the period from 13 January 2014 to 18 September 2014, the Company was a subsidiary of the PKO Bank Polski SA, and since 19 September 2014, shares of the Company have been recognised in financial assets. The Company was established as part of a project, conducted jointly with partner banks, concerning building the new mobile payments standard in Poland, based on implemented in 2013 by PKO Bank Polski SA innovative mobile payment solution ‘IKO’.
The new mobile payment system was launched on 9 February 2015 under the name of BLIK.
3) Changes concerning the ‘CENTRUM HAFFNERA’ Sp. z o.o Group entities.
On 20 January 2014, a decrease in share capital of CENTRUM HAFFNERA Sp. z o.o., through redemption of shares owned by the Shareholder – the City of Sopot, was registered with the National Court Register. The share capital of the Company amounts to PLN 60 801 thousand and consists of 121 602 shares, each of PLN 500 nominal value.
As a result of the above mentioned transaction the Bank holds shares of the aforementioned Company, constituing 72.98% of the Company’s share capital and entitling to 72.98% of the votes at General Shareholders’ Meeting. Due to start of exercise control over the Company, the Company became a subsidiary of PKO Bank Polski SA, and its subsidiaries – became indirect subsidiaries of the Bank.
On 24 January 2014 ‘Kamienica Morska’ Sp. z o.o. in liquidation - a subsidiary of CENTRUM HAFFNERA Sp. z o.o.- was removed from the National Court Register.
4) Changes concerning the KREDOBANK SA Group entities
On 5 February 2014, PKO Bank Polski SA has made a capital contribution to KREDOBANK SA by providing financial donation in the amount of USD 6 020 thousand (i.e. PLN 18 656 thousand at the average NBP exchange rate as at the date of funds transfer). Above mentioned donation increases the Company’s shares purchase price in the statement of financial position of PKO Bank Polski SA. An increase in the share capital of Finansowa Kompania ‘Idea Kapitał’ Sp. z o.o. of UAH 1 400 thousand, carried out by increasing the nominal value of the Company’s one share and acquired by the sole shareholder of the Company - KREDOBANK SA, was registered with the Ukrainian Register of Businesses on 17 March 2014. As at the end of 2014, the share capital of the Company amounted to UAH 5 500 thousand and comprises one share with the above mentioned value.
5) Changes concerning the PKO Leasing SA Group entities
On 23 April 2014 an increase in the share capital of PKO Bankowy Leasing Sp. z o.o. of PLN 17 585 thousand was registered with the National Court Register. All shares in the increased Company’s share capital were acquired by PKO Leasing SA – a subsidiary of the Bank, for a price equal to the nominal value of the acquired shares. PKO Leasing SA remains the sole shareholder of the Company.
On 30 September 2014 the following events were registered with the National Court Register of the domicile of the acquirer:
- a merger of PKO Leasing Pro SA and PKO Leasing SA, whereby all the assets of PKO Leasing Pro SA (all assets and equity and liabilities, excluding the statement of financial position items related to factoring activities acquired by PKO BP Faktoring SA) were transferred to PKO Leasing SA,
- an increase in the share capital of PKO Leasing SA of PLN 4 057 thousand through the issue of shares, which were granted to PKO Bank Polski SA, as the sole shareholder of PKO Leasing Pro SA (acquiree) under the merger of the above mentioned Companies.
As at 31 December 2014, the share capital of PKO Leasing SA amounts to PLN 94 057 thousand and consists of 9 405 690 shares, each of PLN 10 nominal value. PKO Bank Polska SA holds shares of PKO Leasing SA representing 100% of the share capital and entitling to 100% of votes at the General Shareholders’ Meeting of the Company.
6) Changes concerning the Qualia Development Sp. z o.o. Group entities
On 4 September 2014, due to shareholders resolution of Qualia spółka z ograniczoną odpowiedzialnością – Jurata Sp. k. the limited partner's contribution (Qualia Development Sp. z o.o.) and the Company’s limited partnership sum were increased by PLN 1 796 thousand, i.e. from PLN 2 551 thousand to PLN 4 347 thousand. Above mentioned changes were registered with the National Court Register on 2 October 2014.
On 3 November 2014, due to shareholders resolution of Qualia spółka z ograniczoną odpowiedzialnością – Sopot Sp. k. the limited partner's contribution (Qualia Development Sp. z o.o.) was increased by PLN 600 thousand, i.e. from PLN 4 700 thousand to PLN 5 300 thousand. Above mentioned changes were registered with the National Court Register on 31 December 2014.
7) Changes concerning Bankowe Towarzystwo Kapitałowe SA
On 20 October 2014 an increase in the share capital of Bankowe Towarzystwo Kapitałowe SA of PLN 8 500 thousand, was registered with the National Court Register. As a result of the above mentioned increase the share capital of the Company amounts to PLN 33 244 thousand and consists of 332 439 shares, each of PLN 100 nominal value. All shares in the increased share capital of the Company were acquired by PKO Bank Polski SA - the sole shareholder of the Company, at a price equal to the nominal value of the acquired shares.
8) Changes concerning PKO Bank Hipoteczny SA
On 26 August 2014 the Polish Financial Supervision Authority granted its permit to the establishment of the bank under the name of PKO Bank Hipoteczny SA by PKO Bank Polski SA.
On 6 October PKO Bank Polski SA estabilished PKO Bank Hipoteczny SA and on 24 October 2014 the Company was registered with the National Court Register. The share capital of the Company amounted to PLN 300 million and consisted of 300 million shares, each of PLN 1 nominal value.
December 2014, the Company submitted an application to the Polish Financial Supervision Authority for authorisation to commence operations. The company will offer long-term mortgage loans to retail customers and issue long-term mortgage bonds.
9) Changes concerning Finansowa Kompania ‘Prywatne Inwestycje’ Sp. z o.o.:
An increase in the share capital of Finansowa Kompania ‘Prywatne Inwestycje’ Sp. z o.o. of UAH 420 000 thousand, carried out by increasing the nominal value of the Company’s share and acquired by PKO Bank Polski SA, was registered with the Ukrainian Register of Businesses on 17 November 2014. As a result of the above mentioned increase, the share capital of the Company amounts to UAH 950 101 thousand and comprises 1 share with the above mentioned value.
As at 31 December 2014 the shareholders of the Company are: PKO Bank Polski SA with a 95.47% share in the Company’s share capital and ‘Inter-Risk Ukraina’ Additional Liability Company with a 4.53% share in the Company’s share capital.
10) Changes concerning ‘Inter-Risk Ukraina’ Additional Liability Company
An increase in the share capital of ‘Inter-Risk Ukraina Additional Liability Company of UAH 35 000 thousand, carried out by increasing the nominal value of the Company’s share and acquired by PKO Bank Polski SA, was registered with the Ukrainian Register of Businesses on 3 December 2014. As a result of the above mentioned increase, the share capital of the Company amounts to UAH 78 275 thousand and comprises 1 share with the above mentioned value.
As at 31 December 2014, PKO Bank Polski SA is the sole shareholder of the Company.
11) Changes concerning a merger of Inteligo Financial Services SA and PKO BP Finat Sp. z o.o.
On 27 May 2014 the Management Board of PKO Bank Polski SA passed a resolution concerning merger of Inteligo Financial Services SA (as acquiree) with PKO BP Finat Sp. z o.o. (as acquirer).
Under the above mentioned process, before the merger of entities, the Bank acquired a part of resources of Inteligo Financial Services SA connected mainly with IT services provided for PKO Bank Polski SA and the employees from the IT area related to the operations transferred to the Bank.
On 28 November 2014 in the National Court Register of the domicile of the acquirer, the following events were registered:
- a merger of Inteligo Financial Services SA and PKO BP Finat Sp. z o.o., whereby all the remaining assets of Inteligo Financial Services SA was transferred to the company PKO BP Finat Sp. z o.o.,
- an increase in the share capital of PKO BP Finat Sp. z o.o. of PLN 97 841 thousand through the issue of 978 415 new shares, each of PLN 100 nominal value, which were released to PKO Bank Polski SA, as the sole shareholder of Inteligo Financial Services SA (acquiree) under the merger of the above mentioned Companies.
As at 31 December 2014, the share capital of PKO BP Finat Sp. z o.o. amounts to PLN 107 302 thousand and consists of 1 073 025 shares, each of PLN 100 nominal value. PKO Bank Polski SA is the sole shareholder of the Company.
12) Changes concerning equity investments of Merkury – fiz an
In 2014 Merkury – fiz an (a fund, which 100% of certificates are held by PKO Bank Polski SA) took up shares in the increased share capital of its subsidiaries with the total value of PLN 38 500 thousand.
13) Changes concerning subsidiaries recognised in non-current assets held for sale
In December 2014, PKO Bank Polski SA reclassified, in accordance with IFRS 5, shares in Qualia Development Sp. z o.o. to the position ‘Non-current assets held for sale’ - the Bank intends to recover the value of the above mentioned shares through a sale transaction. A signed letter of intent and the planned transaction relate to the sale of the above mentioned Company along with the Bank's properties located in Warsaw.
At the same time, due to the change in 2014 in the strategy of the Bank’s operations towards the companies: Finansowa Kompania ‘Prywatne Inwestycje’ Sp. z o.o. and ‘Inter-Risk Ukraina’ Additional Liability Company., taking into consideration difficult economic and political situation in Ukraine, these shares ceased to be recognised in the ‘Non-current assets held for sale’ as at the end of 2014.
14) Events which will cause changes in the PKO Bank Polski SA Group in 2015
In November 2014, a new company, Qualia 2 Sp. z o.o., with the share capital of PLN 5 thousand was established within the Qualia Development Sp. z o.o. Group.
In January 2015, the Company was entered in the National Court Register and took over the duties of general partner in Qualia spółka z ograniczoną odpowiedzialnością - Nowy Wilanów Sp. k.
At the same time, due to the aforementioned changes in February 2015 a change in Qualia spółka z ograniczoną odpowiedzialnością – Nowy Wilanów Sp. k.’s name for Qualia 2 spółka z ograniczoną odpowiedzialnością – Nowy Wilanów Sp. k. was registered.
1 A detailed description of the acquisition of the assets of the Nordea Group is contained in Note 3 of the Consolidated Financial Statements of the PKO Bank Polska SA Group for 2014