Invalda INVL group completes the merger of retail businesses with AB Šiaulių bankas group according to the agreement of 22/11/2022

AB Invalda INVL informs that on 30 November 2023, Invalda INVL group companies (Invalda INVL, UAB INVL Asset Management, INVL Life, UADB and UAB FMĮ INVL Financial Advisors) signed the compulsory documents with AB Šiaulių bankas group companies (AB Šiaulių bankas, life insurance UAB SB draudimas and UAB SB Asset Management), by which businesses under the Master Agreement, signed on 22 November 2022, regarding merger of Invalda INVL indirectly managed retail asset management and life insurance businesses with Šiauliu bankas group (hereinafter referred to as the Transaction) are transferred for the merger from 1 December 2023 (midnight from 30 November 2023 to 1 December 2023). More information about the Transaction was announced on 23 November 2022 in a notification on a material event, on 22 February 2023 in a notification on a shareholders’ meeting resolutions and on 22 November 2023 in a notification.

After the merger of the above-mentioned businesses, Šiaulių bankas group, in addition to the financial services it already provides, from 1 December 2023 will manage second- and third-pillar pension and investment funds in Lithuania, as well as expand the life insurance business in the Baltic states, which will be taken over by the life insurance UAB SB draudimas  (also acting through its branches in Latvia and Estonia) which is controlled by the bank . The pension and investment fund business in Lithuania will be managed through UAB SB Asset Management. 160 people working in the INVL retail business also join the Šiaulių bankas group.

The final price of the Transaction is EUR 41.8 million, which consists of (i) a fixed part of the main price equal to EUR 40.2 million, which was determined on the date of signing the Master Agreement and which was paid by offsetting the counterclaims between AB Šiaulių bankas and Invalda INVL arising from the Master Agreement and from other documents of the Transaction and from (ii) the variable part of the price, the conditions and procedure for determining of which are provided in the Master Agreement, and which is fixed by the parties of the Transaction at EUR 1.6 million and which is paid in cash.

As mentioned in the notification of Invalda INVL of 22 November 2023, after the final completion of the Transaction, Invalda INVL will receive 9.39% of the authorized capital of Šiaulių bankas. For this purpose, Šiaulių bankas issues a new targeted issue of 62,270,383 shares, the price of each share of which is EUR 0.645. In order to issue these shares, among other things, the permission of the Bank of Lithuania to register amendments to the Articles of Association of Šiaulių bankas has to be obtained. According to regulation, this permission can be obtained only after the payment for the new Šiaulių bankas shares.

Thus, the final completion of the Transaction will take place after obtaining the above-mentioned permission of the Bank of Lithuania to register amendments to the Articles of Association of Šiaulių bankas, registering an increase in the authorised capital of the bank in the Register of Legal Entities, registering new shares in Nasdaq CSD, as well as listing them to trading on the regulated market of AB Nasdaq Vilnius (all this is expected to happen by the end of 2023).

The impact of the Transaction on the results of the Invalda INVL group will be disclosed in the announcement of the main financial results of the company for 9 months of 2023, which will be announced on 30 November.

Upon completion of this and other announced planned share acquisition transactions, Invalda INVL will increase its shareholding in Šiaulių bankas to almos 20%. After this Transaction, the Invalda INVL group will continue to manage alternative investment funds, other investments, and provide family office services in the Baltic States.

Paulius Žurauskas, who was a Head of Asset Management Activities since 17 July 2023, becomes the new CEO of INVL Asset Management, effective from 1 December 2023. Also, taking into account that after the completion of the Transaction INVL Life will no longer carry out life insurance activities, this company of the Invalda INVL group has already applied to the Bank of Lithuania for the revocation of its license when (and on the condition that) the Transaction is successfully completed.

The person authorized to provide additional information is:
Darius Sulnis, CEO of Invalda INVL