Pursuant to the provisions of the Rules of the Stock Exchange, Article 17 of the Regulation (EU) No. 596/2014, and Article 130 of the Market in Financial Instruments Act (ZTFI-1), Nova Ljubljanska banka, d.d., Ljubljana with registered office: Trg republike 2, 1000 Ljubljana, hereby publishes the following notice:
Nova Ljubljanska banka d.d., Ljubljana (“NLB” or the “Bidder”) hereby gives notice that, pursuant to Section 15 in connection with Section 25a of the Austrian Takeover Act (Übernahmegesetz, “ATA”), it has today published the amendment to the offering memorandum (Angebotsunterlage) in connection with the improvement of the Offer Price under the voluntary public takeover offer aimed at acquiring control of Addiko Bank AG (“Addiko” or the “Target”), an Austrian-listed bank operating across five CSEE markets (Austria, Croatia, Slovenia, Bosnia & Herzegovina, Serbia and Montenegro) (the “Offer”).
The improvement of the Offer consists of an increase of the Offer Price to EUR 37.00 per Addiko Share (cum dividend).
Addiko Shareholders who have already accepted the competing offer launched by Raiffeisen Bank International AG are again entitled to revoke their respective acceptance declarations until no later than four trading days before the end of the Acceptance Period and tender their shares into NLB's Offer.
NLB is actively and constructively cooperating with the relevant regulatory authorities. As part of this process, the NLB has already obtained clearances from three competition authorities (Austria, North Macedonia and Serbia), demonstrating tangible progress in fulfilling the conditions for successful completion of the transaction. The ongoing dialogue with regulators remains transparent and proactive, supporting our continued efforts to meet all necessary conditions in a timely manner.
Availability of the amendment to the Offering Memorandum
The amendment to the offering memorandum has been approved by the Austrian Takeover Commission (Österreichische Übernahmekommission) and is available at:
Amendment to the Offering Memorandum (English): LINK
Verbesserter Angebotsunterlage (Deutsch — binding): LINK
IMPORTANT NOTICE TO INVESTORS
EACH INVESTOR IS STRONGLY URGED TO CAREFULLY READ THE OFFERING MEMORANDUM IN ITS ENTIRETY BEFORE DECIDING WHETHER TO ACCEPT THE OFFER.
The Offering Memorandum contains important information about the terms and conditions of the Offer, the Conditions Precedent, risks associated with the transaction, tax considerations, and procedural requirements for acceptance. Acceptance of the Offer without having read the Offering Memorandum in full is made at the investor's own risk. In case of doubt, investors should seek independent financial, legal or tax advice. |
Important Notice
This announcement has been made pursuant to applicable Slovenian capital market regulations and is published for information purposes only. It does not constitute an offer to acquire, or an invitation to sell, securities in any jurisdiction, and should not be relied upon as the basis for any investment decision. This announcement is not a prospectus.
For Further Information: NLB Investor Relations | ir@nlb.si
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