Current Report 

Drafted on:

27.11.2017

Current report No

70/2017

Abbreviated issuer’s name

mBank

Contents: 

The Management Board of mBank S.A. with the registered office in Warsaw (“Bank”) announces that on 27 November 2017 the Bank and the Bank’s subsidiary mFinanse S.A. (“mFinanse”) concluded a conditional agreement under which: (i) the Bank is obliged to sell and transfer 100%, i.e. 100,000, shares in Latona S.A. to Phoebe IVS with its registered office in Denmark (“Investor”) and (ii) mFinanse is obliged to thereupon sell and transfer an organised part of the enterprise of mFinanse to Latona S.A. (at the moment of such sale and transfer  Latona S.A. will be owned by the Investor) (“Agreement”).

The organised part of enterprise referred to in (ii) forms a separated business activity consisting in provision by mFinanse acting in the capacity of an insurance agent of insurance agency services regarding group insurance agreements on the basis of agency agreements.

The Investor will finance the transactions with funding provided by Purple Star Receivables Funding DAC, with its registered office in Ireland, with support from a syndicate of institutional investors. Purple Star Receivables Funding DAC will act as a guarantor and is a party to the Agreement (“Guarantor 1”). The other guarantor being a party to the Agreement is Indigo Agencies Holdings Limited (“Guarantor 2”). The Investor and Guarantor 2 are affiliates of the independent Anglo-Danish Indigo Group which includes Indigo Underwriters, focused on specialist (re)insurance underwriting and agency activities, licenced in the United Kingdom.

The sale transactions referred to in (i) and (ii) is expected to be closed in the first quarter of 2018, upon fulfilment of standard in this type of transactions conditions precedent, included in the Agreement.

The expected maximal value of remuneration on account of the Agreement is approx. PLN 520 million, out of which the remuneration in the amount of approx. PLN 465 million will be recognised over a period of 15 years. The Agreement also includes the contractual penalties, which are standard in this type of transactions.

Vice-President of the Management Board, Chief Risk Officer

Lidia Jabłonowska – Luba 27.11.2017