M&A Activity • Oct 10, 2014
M&A Activity
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The following is a Company Announcement by FIMBank p.l.c. ("FIMBank" or the "Bank") pursuant to the Malta Financial Services Authority Listing Rule 5.16.
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FIMBank announces that it and its wholly owned subsidiary FIM Holdings (Chile) S.p.A executed a Shareholders' Agreement with First Factors S.A., (the "Company") and the Company's existing shareholders by virtue of which FIM Holdings (Chile) S.p.A., has subscribed to 20,227 new shares in the Company for an initial investment of US\$ 5,792,240 representing an acquisition of 51% of the participating interests in the Company.
In terms of the Shareholders' Agreement, FIMBank, the shareholders and the Company have also entered into a put and call options agreement (the "Put and Call Options Agreement") setting out the terms of the Call Option to be written by the Shareholders in favour of FIMBank and the terms of the Put Option to be written by FIMBank in favour of the shareholders of the Company.
In accordance with the Put and Call Options Agreement the shareholders and the Company have agreed to grant to FIMBank, for good and valuable consideration, the option and right, but not the obligation to increase its shareholding interest in the Company to 65% of all outstanding shares, through the subscription of newly issued shares in accordance with the terms of the Put and Call Options Agreement. FIMBank may also further increase its shareholding to 100% of the entire issued share capital of the Company in case certain conditions are met.
The execution of the Shareholders' Agreement forms part of FIMBank group's strategy to develop further its international network.
FIMBank p.l.c., Company Secretary, Head Office, Mercury Tower, The Exchange Financial & Business Centre, Elia Zammit Street, St. Julian's STJ 3155, Malta Tel: [+356] 2132 2100 Fax: [+356] 2328 0107 email: [email protected] www.fimbank.com Company Registration Number: C17003

The Company is active in the factoring and leasing market in Chile. The Company was established in 2005 to provide all types of factoring services, financial leasing, and other management services. The Company's headquarters are situated in Chile. The Company is currently owned by Inversiones El Mayorazgo Limitada, Marín y Compañía S.A., Asesoría e Inversiones CABS S.A., Compañía de Rentas Epulafquén Limitada, Compañía de Rentas Trigal Limitada and Compañía General de Rentas Limitada.
Further to Company Announcement FIM192 issued on 2 January 2014, FIMBank's expansion in Slovenia, FIMBank announces that it has formally terminated its shareholders' agreement with the current shareholders of PRVI Faktor. Notwithstanding such termination the parties are still interested in concluding a deal in relation to the shareholding in PRVI Faktor and negotiations between the parties are still ongoing.
FIMBank further announces the opening of a branch in Athens, Greece, with the aim of entering into the Greek market and providing a comprehensive range of trade finance and banking solutions, targeting corporate clients, particularly traders, importers and exporters. The Bank has engaged a team of professionals, all of whom have first-hand experience of the Greek corporate banking and commercial finance sector.
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Andrea Batelli Company Secretary
10 October 2014
FIMBank p.l.c., Company Secretary, Head Office, Mercury Tower, The Exchange Financial & Business Centre, Elia Zammit Street, St. Julian's STJ 3155, Malta Tel: [+356] 2132 2100 Fax: [+356] 2328 0107 email: [email protected] www.fimbank.com Company Registration Number: C17003
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