Major Shareholding Notification • Jul 9, 2015
Major Shareholding Notification
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To: Financial Supervisory Authority - Financial Instruments and Investments Sector Bucharest Stock Exchange
Subject: Current report related to an information received by the Bank from a group of shareholders
The current report under Regulation C.N.V.M. no. 1/2006 Date of report: 09.07.2015 Name of Issuer: Banca Comerciala Carpatica Headquarters: Sibiu, Str. Autogarii no. 1 Phone / fax: 0269/233985, 0269/233371 Unique Registration Code with the Trade Registry: RO11447021 Order number in the Trade Register: J32/80/1999 Capital subscribed and paid: 314,629,049.40 RON Regulated market on which the issued securities are traded: Bucharest Stock Exchange
e) Other events
According to Art. 113 of Regulation no. 1/2006 on issuers and operations with securities, we inform you the following:
On July 8, 2015 the management of the Bank has been informed that J.C. Flowers & Co. concluded a memorandum of understanding with certain minority shareholders of BCC who are acting in concert with Mr. Ilie Carabulea. The memorandum was entered in conjunction with the offer submitted by J.C. Flowers & Co. to BCC to underwrite, subject to certain conditions, the capital increase approved by BCC's general shareholders meeting on June 18, 2015.
Through the memorandum of understanding the respective shareholders agreed to enter into exclusive discussions with J.C. Flowers & Co. in relation to, among others:
The sale of the shares to funds advised by J.C. Flowers & Co. is subject to the completion of certain conditions and obtaining certain approvals agreed in the memorandum of understanding.
We are sending you in Appendix 1 the press release that the Bank intends to launch.
Director General Adjunct,
Elena Bădeanu
On June 18, 2015 the shareholders of Banca Comerciala Carpatica offered their full support in opening a new phase in the bank's development, by approving the capital reduction followed by a capital increase of the bank and mandating the management to implement such decisions.
The management also confirms that it has received from J.C. Flowers & Co., a global private equity firm, a letter of intent to underwrite in full the approved capital increase (approx. RON 110 million). Concurrent to the capital increase, JC Flowers & Co expects to acquire additional shares from certain existing shareholders of Banca Comerciala Carpatica. J.C. Flowers & Co.'s offer is subject to certain conditions.
On July 8, 2015 the management of the Bank has been informed that J.C. Flowers & Co. concluded a memorandum of understanding with certain minority shareholders of BCC who are acting in concert with Mr. Ilie Carabulea. The memorandum was entered in conjunction with the offer submitted by J.C. Flowers & Co. to BCC to underwrite, subject to certain conditions, the capital increase approved by BCC's general shareholders meeting on June 18, 2015.
Through the memorandum of understanding the respective shareholders agreed to enter into exclusive discussions with J.C. Flowers & Co. in relation to, among others:
The sale of the shares to funds advised by J.C. Flowers & Co. is subject to the completion of certain conditions and obtaining certain approvals agreed in the memorandum of understanding.
In the next period the Bank shall enter in a confirmatory due-diligence process, unfolded by J.C. Flowers & Co. and its advisers. Should the proposed transaction be consummated, Banca Comerciala Carpatica will benefit from a strong leading shareholder for the future, with deep know-how and expertise in the sector. In addition, the proposed capital injection will also ensure that the bank is comfortably capitalized to support future growth of the business.
In relation with the Memorandum of Understanding, the Bank will grant an exclusivity period for the confirmatory due diligence to J.C. Flowers & Co.
July 9th, 2015
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