Nova Ljubljanska Banka D.d. · LJSE:NLBR
Nova Ljubljanska Banka D.d — Merger or Acquisition (June 2024)
15 slides from Nova Ljubljanska Banka D.d's merger presentation, Jun 10, 2024
Slide 1: Offer to Addiko Bank shareholders: Rationale and process
Offer to Addiko Bank shareholders Rationale and process 10 June 2024
Slide 2: Disclaimer (1 / 2)
Disclaimer (1 / 2) This presentation has been prepared by Nova Ljubljanska banka d.d., Ljubljana (the "Company"). This presentation has been prepared solely for the purpose of informative presentation of the business conduct of the Company. This presentation has not been approved by any regulatory a
Slide 3: Disclaimer (2 / 2)
Disclaimer (2 / 2) This presentation also included certain information regarding the voluntary public takeover offer aimed to acquire control over Addiko Bank AG (“Addiko”) announced by the Company on 15 May 2024 (the “Offer”). The final terms and conditions of the Offer are published in the offer d
Slide 4: Key terms of the offer (not exhaustive)
Key terms of the offer (not exhaustive) • €20 per share (cum dividend, but no adjustment for dividend paid on 7 May 2024) Offer price • The Offer relates to 19,287,142 no-par value ordinary bearer shares, (for the avoidance of doubt, the 212,858 treasury shares held by Addiko are excluded from the O
Slide 5: Addiko at a glance: a pan-regional platform which is perfect fit for NLB
Addiko at a glance: a pan-regional platform which is perfect fit for NLB Overview of Addiko Geographic footprint Fully licensed bank with HQ in Austria, focused 100% on Central and South- Eastern Europe Austria (3%(1)) Listed on the Vienna Stock Exchange on 12 July 2019, admitted to ATX Prime on 15
Slide 6: Addiko at a glance: a strong momentum with new focus segments
Addiko at a glance: a strong momentum with new focus segmants Key financials Gross performing loans by sector (€m) (€m) 2019 2020 2021 2022 2023 Q1 2024 3,870 3,604 3,287 3,304 3,486 3,520 Profit and loss Net interest income 183 175 170 176 228 60 724 105 98 613 147 347 Non-focus: 307 364 Net fee an
Slide 7: Key attractions of the offer
Key attractions of the offer Attractive and rare exit opportunity for all current Addiko shareholders. The offer represents a 36.6% premium to 3-month VWAP(1). Significant 1 liquidity event given low Addiko ADTV (only €100k over last 12 months(1)) Benefits for Addiko shareholders 2 NLB as a strategi
Slide 8: A fair premium to Addiko shareholders
A fair premium to Addiko shareholders Addiko share price evolution (€) €20.00 per share 36.6% 20,00 5.0% premium over 3-month VWAP(1) to latest closing prior to NLB announcement (15-May-24) 19,00 19,05 18,00 32.0% premium 45.4% to undisturbed share price pre Agri Europe announcement (22-Mar-24) over
Slide 9: Providing a significant and rare liquidity event to Addiko shareholders
Providing a significant and rare liquidity event to Addiko shareholders Addiko ADTV (€000s) NLB offer is for the entire share capital of Addiko(1). Providing an 1.000 opportunity for the clean and full exit for all Addiko shareholders 900 800 Addiko 6-month average daily trading volume (prior to Agr
Slide 10: Cements NLB's position as a leading banking group in our Home Region
Cements NLB’s position as a leading banking group in our Home Region Pro-forma NLB market share (by total assets) Pro-forma NLB market position (by total assets) #1 #1 Slovenia 30.2% 32.9% Croatia 0.0% 2.8% #6(1) #4(1) BiH RS #2 #2 Republika Srpska 20.4% 30.5% Serbia BiH Federation 6.2.% 10.1% 9.9%
Slide 11: NLB's recent M&A track record provides comfort over execution risk
NLB’s recent M&A track record provides comfort over execution risk Announced Closed Country Industry Deal value (€m) Commentary • Acquisition of the largest player in leasing space in Slovenia, with a high-growth subsidiary in Croatia Nov-2023 Pending Leasing NA • Funding and cost synergies ensure t
Slide 12: NLB's robust levels of capital and liquidity will allow the transaction to be financed
NLB's robust levels of capital and liquidity will allow the transaction to be financed from existing resources 15.23% >15.45% 20,74% c.19.0% 3,84% c.16.5%(1) 2030 ambition is to maintain: 0,57% c. 0.5% • CET1 ratio > 13.0% c. 0.5% • Tier 1 ratio ~ 15.0% • Should temporary gaps arise, AT1 measures wo
Slide 13: Attractive Consumer and SME customer segments for NLB
Attractive Consumer and SME customer segments for NLB Consumer segment client base overview SME segment client base overview Share of new loans Customer tenure Share of new loans Customer tenure 4% 12% 14% 15% 14% 51% 49% 51% 21% 60% 14% 80% 14% Payroll loans Fast cash loans < 1 year 1-3 years < 1 y
Slide 14: Anticipated offer timeline
Anticipated offer timeline 7-Jun-24 16-Aug-24 20-Aug-24 20-Nov-24 Offer launch End of acceptance period Start of additional End of additional Start of the acceptance acceptance period acceptance period period (only if minimum 75% acceptance has been reached and all other CPs – excepts regulatory and
Slide 15: NLB contacts
NLB contacts Valerija Pešec Head of Investor Relations Tel: + 386 1 476 9122 E-mail: valerija.pesec@nlb.si Peter Jenčič Investor Relations Tel: +386 1 476 2620 E-mail: peter.jencic@nlb.si
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