ING Bank Śląski | Annual Report 2014


ING BANK ŚLĄSKIAnnual Report 2014

Financial results
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49. Significant events after the balance sheet date

Conclusion of Share Purchase Agreement concerning the shares of  ING Powszechne Towarzystwo Emerytalne S.A. 

On 10 February 2015, the Bank signed a share purchase agreement of a block of 20% of shares of ING Powszechne Towarzystwo Emerytalne S.A. (ING PTE) for the benefit of ING Continental Europe Holdings B.V. (ING CEH). The disposal of shares will be effected on condition that ING CEH obtains the unconditional approval of the Polish Financial Supervision Authority (PFSA) to increasing the stake of ING CEH in ING PTE. If the PFSA’s approval is not granted by the end of 2016, the agreement shall be terminated unless the Parties resolve otherwise. 

The selling price of the shares has been set in the agreement at PLN 210 million. 

As per the Letter of Intent of 06 May 2014, the price was reduced by the dividend paid out for the year 2013 and other adjustment elements set out in the above Letter. Independent fairness opinion issued by PwC Polska Sp. z o.o. confirmed that the price was set on an arm’s-length basis. 

The price will be adjusted as at the shares ownership transfer date with the value of subsequent dividends paid out to the Bank by ING PTE after the agreement conclusion date. 

Additionally, the Bank holds the right to request a price change by the end of December 2016, if the Constitutional Tribunal finds the regulations concerning the reform of open-end pension funds system that were introduced in 2014 unconstitutional. The price will be changed if the value of the adjustment set out as per the agreement equals or is over 15% of the price set out in the agreement. 

Decision of the Swiss National Bank to remove the CHF rate peg

In January 2015, the Swiss National Bank resolved to remove the CHF/EUR exchange peg. This decision translated into an unprecedented strengthening of Swiss franc versus other currencies, PLN included. Also, the Swiss National Bank decided to cut interest rates.

The Bank has a CHF mortgage portfolio which as at the end of 2014 was CHF 356 million, or represented approx. 2% of the total lending portfolio and approx. 1% of the CHF mortgage market. The systemic solutions for FX risk associated with CHF-denominated portfolios proposed by various state and supervisory bodies may cause the Bank to incur losses in future periods.


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