34
On 4 August 2006, the Board of Directors of UniCredit S. p. A., Genoa, Italy, (UniCredit) passed a resolution to transfer the “CEE Business Unit”, which mainly comprises the following UniCredit subsidiaries, to BA-CA AG as a contribution in kind in exchange for 55 million new shares in BA-CA AG at the beginning of 2007:
- Koç Finansal Hizmetler A.Ş., Turkey, as a 50 % shareholding interest
- Zagrebačka banka d.d., Croatia, as an 81.91 % shareholding interest
- Bulbank AD, Bulgaria, as an 86.13 % shareholding interest
- Živnostenská banka a.s., Czech Republic, as a 100 % shareholding interest
- UniBanka a.s., Slovakia, as a 97.11 % shareholding interest
-
UniCredit Romania S.A., Romania, as a 99.95 % shareholding interest
On 4 December 2006, the Management Board of BA-CA AG passed a resolution to increase the share capital of BA-CA AG from currently € 1,068,920,749.80, divided into 147,031,740 no-par value shares, by € 399,850,000.00 against a contribution in kind to € 1,468,770,749.80 by issuing 55,000,000 no-par value shares entitled to a dividend from the financial year beginning on 1 January 2007 at the issue price of € 105.33 per share, i.e. a total amount of € 5,793,150,000.00. Subscription rights of shareholders were excluded. Only UniCredit was admitted to subscribing for the new shares to be issued against the contribution in kind of the “CEE Business Unit”. On 21 December 2006, the Supervisory Board of BA-CA AG approved, and passed a resolution by written circular votes on, the increase of the share capital, the rights carried by the shares, and the conditions of the share issue.
The contribution in kind pursuant to the related agreement, which also covers assets and liabilities and the UniCredit employees concerned with management activities, will be effected in the first quarter of 2007 after the regulatory requirements have been met.
“Aton Capital” investment bank
On 20 December 2006, BA-CA AG signed the agreement to acquire the institutional business of the Russian investment bank “Aton Capital”. BA-CA AG assumes that the official approvals required for the closing will be available in the first half of 2007. The institutional business incudes “Aton Broker” and “Aton International”. The purchase price will be US$ 424 m.
Spin-off of capital market and investment banking activities
The Management Board of BA-CA passed a resolution on the planned spin-off of the capital market and investment banking activities of the BA-CA Group to a wholly-owned subsidiary of BA-CA AG.