Necessary regulatory approvals received for the transfer of part of Invalda INVL Group’s businesses to the Group of Šiauliu bankas, AB

On 21 November 2023, a decision of the European Central Bank is received by which no objection is raised to the acquisition by Invalda INVL, AB of between 10 and 20 per cent of the shares and voting rights in Šiauliu bankas, AB (hereinafter referred to as Šiauliu bankas).

On 22 November 2022, the Group of Šiauliu bankas and Invalda INVL entered into a Master Agreement to merge Invalda INVL’s indirectly managed asset management retail clients and life insurance businesses (hereinafter referred to as the Transaction).

More information of the Transaction was published in the Material Event Announcement dated 23 November 2022 and the Notification of Resolutions of Shareholders’ Meeting dated 22 February 2023.

This decision of the European Central Bank is the last of the regulatory decisions/permissions required to implement the Transaction.

"The Transaction, which has been ongoing for almost a year, is now on the finish line. All permits have been obtained, processes are in place and colleagues are ready. We expect to close the Transaction as planned until 1 December,” says Vytautas Sinius, CEO of Šiauliu bankas.

Earlier this year, the Bank of Lithuania issued a permission to INVL Asset Management, UAB, to transfer the management of investment funds and pension funds to SB Asset Management, UAB, and INVL Life, UADB, i. e. permission to transfer rights and obligations under insurance contracts to SB draudimas, UAB, and granted other permissions/decisions that were to be obtained by the companies of Šiauliu Bankas Group in order to complete the Transaction. Following the implementation of the Transaction, Invalda INVL will acquire 9.39 per cent of the authorised capital of Šiauliu bankas, for which Šiauliu bankas will issue new shares and amend the Articles of Association, subject to the approval of the Bank of Lithuania.

The completion of the Transaction will take place in two stages:

1. The assets agreed in the Transaction will be transferred by Invalda INVL Group to Šiauliu Bankas Group at 00:00 a.m. on 1 December 2023 (midnight from 30 November 2023 to 1 December 2023), after the respective bodies of the parties to the Transaction have taken the final decisions required for the completion of the Transaction;
2. The Transaction is expected to be finalised once the Bank of Lithuania has given the permission to register the amendments to the Articles of Association of Šiauliu bankas, following the registration of the increase of the Bank’s authorised capital in the Register of Legal Entities, the registration of the new shares in Nasdaq CSD SE and the admission of the new shares to trading in the regulated market of Nasdaq Vilnius, AB, within 1 month of the transfer of the businesses to Šiauliu Bankas Group, i.e. by the end of 2023.

For further information, please contact:

Tomas Varenbergas
Head of Investment Management Division
tomas.varenbergas@sb.lt