Wednesday 18 July 2018

Share Purchase Agreement of Lombard shares by NDSF

The Board of Governors of the National Development and Social Fund (NDSF) would like to announce that on 16 March 2018 it informed the Board of Directors of Lombard Bank Malta p.l.c. that the NDSF has entered into a Share Purchase Agreement to acquire 21,651,746 ordinary shares in the issued share capital of Lombard Bank Malta p.l.c., representing 49.01% of the total issued share capital of the Bank, from Cyprus Popular Bank Public Co. Ltd.

The acquisition is subject to approval being granted by the Malta Financial Services Authority in terms of the Banking Act, obtaining confirmation from the Director General (Competition) (‘DG’) under the Control of Concentrations Regulations (S.L. 379/08) (‘the Concentration Regulations’) either that the proposed acquisition of the Shares under this Agreement does not fall within the scope of the Concentration Regulations or that it is a lawful concentration, obtaining a Decree from the Central Bank of Cyprus in its capacity as Resolution Authority ordering the disposal of the Shares by the Seller to the Purchaser and various other conditions precedent as required by applicable laws and agreed between the Parties.

In March 2013 Cyprus Popular Bank Public Co. Ltd was placed in Resolution and as part of the Resolution process was made to dispose of certain assets including its shareholding in Lombard Bank Malta p.l.c. Since 2013 attempts were made at finding a solution for the disposal of the shares but none materialised.

The Board of Governors of the NDSF explained that this acquisition is by no means a strategic investment but intended solely to facilitate the exit of the Cypriot major shareholder of Lombard Bank Malta p.l.c. one of Malta’s established and respected banks and also the major shareholder of MaltaPost p.l.c. Malta’s leading postal services operator. It is a measure taken by the Board of Governors of the NDSF in terms of its founding regulations to support business and enterprise, in this case an important operator in the domestic banking sector.

The Board of Governors of the NDSF confirms that it does not intend to increase its holding in Lombard Bank Malta p.l.c. nor to act in concert with any other shareholders. On the contrary, the NDSF will seek to reduce its proposed shareholding in the Bank in an orderly manner, at the right market conditions and by agreement with the regulatory authorities. In the meantime, the Board of Governors further confirms that the NDSF has no intention of exerting influence on the operations of the Bank. The Acquisition will therefore not result in a change in control of the Bank.

The National Development and Social Fund is a government agency established for the purpose of managing and administering 70%of the contributions received from the Individual Investor Programme of the Republic of Malta set up by virtue of the Malta Citizenship Act Cap.188.

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