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SDH Successfully Completed Privatisation Process of Nova Ljubljanska banka, d. d.

Ljubljana, 19 June 2019 – Slovenian Sovereign Holding ("SDH ") successfully completed the privatisation process of Nova Ljubljanska banka, d. d. ("NLB"). After the first phase of the privatisation process was successfully completed in November 2018 by the listing of the Shares of Nova Ljubljanska Banka on the Ljubljana Stock Exchange and on the London Stock Exchange, the Placement to institutional investors was successfully completed today by way of an accelerated bookbuild of the remaining 10 per cent of the Republic of Slovenia's stake in the NLB's share capital minus 1 Share. After the completion of the Placement, the Republic of Slovenia will remain the largest shareholder of NLB, owning the 25 per cent stake plus one Share.

SDH, acting on behalf of the Republic of Slovenia, has successfully completed the accelerated bookbuild process of an aggregate of Shares and GDRs representing 1,999,999 NLB Shares, at a price of EUR 54.75 per Share and EUR 10.95 per GDR. SSH has raised the gross proceeds from the Sale in the amount of EUR 109,5 million.

The Shares subject to the Sale were attributed a dividend in the amount of  EUR 7.13 per Share which means that the Republic of Slovenia will receive the total amount of EUR 123.8 million arising from the NLB Shares in 2019.

The settlement of the Placement with the payment for and the transfer of the Shares is envisaged to take place on 21 June 2019.

By way of this transaction, international institutional investors of good quality have entered the ownership structure of NLB, giving the said Bank a good basis for ensuring its competitiveness and its further development in the future.

SDH has completed the said Sale in accordance with the State Assets Management Strategy, adopted by the RS's Parliament, in line with the divestment commitment towards the European Commission and pursuant to the Annual Asset Management Plan 2019, endorsed by the Government of the Republic of Slovenia, and in accordance with the Resolution of the Government of the Republic of Slovenia, acting as the General Meeting of SDH, of 16 July 2018.

An accelerated bookbuild ("ABB"), applied in the Placement, is a market-standard form of offering which follows the implemented IPO. The method is standard in the international equity capital markets and the process involves shares being offered to institutional investors (mostly, the largest existing shareholders, although the group of investors may be expanded to include new investors) in a very short period of time, thus enabling a faster and more efficient completion of the sale process.

With the said Sale, some of the commitments given by the Republic of Slovenia to the European Commission (EC) upon the approval of the state aid given in 2013 have ceased to apply; this will have a positive impact on the further growth and on the development of the NLB Group. 

In accordance with the State Assets Management Strategy, NLB is defined and has been classified as an important asset.

Following the consent granted to the execution of the transaction, Igor Kržan, the President of the Management Board of Slovenian Sovereign Holding, said: "We are satisfied to have brought one of the largest and the most demanding privatisation process in Slovenia to a successful closure. SSH has carefully considered the time frame for implementing the transaction and carried it out in the time periods which are in the interest both of the Republic of Slovenia and of NLB as with the said Sale some of the commitments towards the European Commission have ceased to apply.  Thus, NLB will again be able to operate in the domestic market and in the markets of the SE Europe with all of its capacities and start to compete with its competitors on more equal grounds. Following the privatisation, NLB remains an independent Slovenian financial institution which will continue to support the development of the Slovenian economy and will keep representing an important proportion of the portfolio of State's capital assets managed by SDH."

The said process has been completed in cooperation with the following financial institutions:  Deutsche Bank AG, London Branch has been engaged to act as Sole Global Coordinator and Joint Bookrunner together with Citigroup Global Markets Limited as Joint Bookrunner; WOOD & Company Financial Services, a.s. is acting as Co-Lead Manager;  and with the assistance of legal advisors to the financial institutions, Shearman & Sterling, the international law firm, and legal advisors to SDH, Ulčar & partnerji, the Slovenian law firm, and Dentons, the law firm from London.