PROJECT OLYMPUS
September 2017 PROJECT OLYMPUS Unique Opportunity for Selective Growth in Slovenian Banking STRICLY PRIVATE & CONFIDENTIAL
- Page 2 and 3: DISCLAIMER This confidential presen
- Page 4 and 5: INTRODUCTION LON is in the process
- Page 6 and 7: THE INVESTMENT OPPORTUNITY LON is p
- Page 8 and 9: ROOM FOR NEW SHAREHOLDERS TO LEAD F
- Page 10 and 11: KEY INVESTMENT CONSIDERATIONS ROOM
- Page 12 and 13: MARKET POSITION AND ASSET QUALITY T
- Page 14 and 15: SUMMARY OF THE OPERATING PERFORMANC
- Page 16: NEXT STEPS AND CONTACT DETAILS PROJ
September 2017<br />
<strong>PROJECT</strong> <strong>OLYMPUS</strong><br />
Unique Opportunity for Selective Growth in Slovenian Banking<br />
STRICLY PRIVATE & CONFIDENTIAL
DISCLAIMER<br />
This confidential presentation (the “Teaser”) is being delivered to a limited number of parties who, it is believed, may be interested in<br />
acquiring an equity interest in LON d.d. (the “Company”). This Teaser is furnished to you on a confidential basis solely for the purpose of<br />
evaluating the transaction described herein.<br />
The Teaser has been prepared by the Company and the Company is solely responsible for its contents. Only those particular<br />
representations and warranties that may be made by the Company in a definitive written agreement, when and if one is executed, and<br />
subject to such limitations and restrictions as may be specified in such agreement, shall have any legal effect.<br />
In addition, this Teaser may include certain statements provided by the Company and the Company with respect to the Company and the<br />
Company’s historical and anticipated performance of the Company’s assets. Estimates of future performance reflect various assumptions<br />
made by the Company that may or may not prove accurate, as well as the exercise of a substantial degree of judgment by management<br />
as to the scope and presentation of such information. No representations or warranties are made as to the accuracy of such statements or<br />
estimates of anticipated performance. Actual results achieved during projection periods may differ substantially from those projected.<br />
By its acceptance hereof, each recipient agrees that neither it nor its agents, representatives, directors or employees will copy, reproduce<br />
or distribute to others this Teaser, in whole or in part, at any time without the prior written consent of the Company. This Teaser shall<br />
remain the property of the Company.<br />
This Teaser does not constitute an offer or invitation for the sale or purchase of the securities, assets or business described herein and shall<br />
not form the basis of any contract.<br />
By accepting this Teaser, each recipient acknowledges that it is aware and will advise its officers, directors, employees, advisors and<br />
representatives who are informed of the matters that are the subject of this Teaser, of the restrictions imposed by applicable securities<br />
laws on the purchase or sale of securities by any person who has received material, non-public information from the Company and on the<br />
communication of such information to any other person.<br />
Nothing contained herein shall be construed as legal, tax, financial or accounting advice.
OVERVIEW OF THE POTENTIAL TRANSACTION<br />
LON D.D. IS DELIGHTED TO INTRODUCE <strong>PROJECT</strong> <strong>OLYMPUS</strong>, A UNIQUE INVESTMENT OPPORTUNITY TO SUPPORT LON, A FAST<br />
GROWING PRIVATELY OWNED SLOVENIAN SAVINGS AND LOANS BANK IN REACHING ITS STRATEGIC OBJECTIVES.<br />
INTRODUCTION<br />
Get to know us!<br />
THE INVESTMENT<br />
OPPORTUNITY<br />
THE EXISTING<br />
SHAREHOLDING<br />
STRUCTURE<br />
ROOM FOR NEW<br />
SHAREHOLDERS TO LEAD<br />
FORWARD
INTRODUCTION<br />
LON is in the process of exploring<br />
alternatives in relation to a potential<br />
increase in its shareholders equity. We are<br />
young team, so we are always ready for<br />
change and learning, therefore we are aware<br />
of importance of digital banking solutions.<br />
Our branches are situated all over Slovenia.<br />
Our company advantage is also good<br />
organizational structure that allows quick<br />
decision-making.
INTRODUCTION<br />
LON, with headquarters in Kranj, Slovenia,<br />
is a fast growing independent privately<br />
owned savings and loan bank with 130<br />
employees and a network of locations<br />
stretching across Slovenia.<br />
VIDEO
THE INVESTMENT<br />
OPPORTUNITY<br />
LON is planning a 50 % increase in the number<br />
of its existing outstanding ordinary equity shares<br />
in line with the shareholders resolution on<br />
authorized capital by way of a public offering of<br />
new shares (hereinafter “Potential Transaction”);<br />
and is therefore looking to explore potential<br />
interest from a limited number of pre-qualified<br />
well informed investors of participating in the<br />
subsequent Potential Transaction;<br />
that would be followed by submission of nonbinding<br />
indicative offers, which may be<br />
considered in determining the final terms and<br />
conditions of a Potential Transaction.
THE EXISTING<br />
SHAREHOLDING<br />
STRUCTURE<br />
LON‘s shareholder base is highly diversified<br />
and consists of small and mid sized<br />
enterprises and citizens, whereby the single<br />
largest shareholder is holding less than 10 %<br />
of the existing shares in the Company.
ROOM FOR NEW<br />
SHAREHOLDERS TO<br />
LEAD FORWARD<br />
This existing structure in combination with<br />
the Potential Transaction may create room<br />
for potential new investors that:<br />
would consider acquiring an equity interest<br />
in excess of 10 %<br />
in conjunction with exploring long term<br />
commercial cooperation with the Company<br />
that may create tangible added value for<br />
the Company and its shareholders.
KEY INVESTMENT CONSIDERATIONS<br />
UNMATCHED ASSET QUALITY IN SLOVENIAN BANKING<br />
The banks asset quality is unmatched in the Slovenian banking sector.<br />
This is partly related to a higher proportion of retail exposure and prudent loan underwriting practices.<br />
The relatively low level of non-performing assets allows the Bank to focus on building relations with clients and manage<br />
risks efficiently instead of being entrenched in tedious restructuring processes.<br />
GROWING IN A STAGNATING ENVIRONMENT<br />
The banks asset quality is unmatched in the Slovenian banking sector.<br />
This is partly related to a higher proportion of retail exposure and prudent loan underwriting practices.<br />
The relatively low level of non-performing assets allows the Bank to focus on building relations with clients and manage<br />
risks efficiently instead of being entrenched in tedious restructuring processes.
KEY INVESTMENT CONSIDERATIONS<br />
ROOM FOR NEW SHAREHOLDERS TO LEAD AND WAY FORWARD<br />
In order for the Bank to continue growing continue growing, while also maintaining sufficient regulatory capital, it will require its<br />
shareholders to provide additional equity capital.<br />
The existing shareholder base is consisting of small and mid sized enterprises and citizens with a limited pool of resources.<br />
This leaves room for larger well informed investors that would consider acquiring an equity interest in excess of 10 % to lead the<br />
way forward and support the Bank in achieving its strategic objectives.<br />
UNLOCKING SYNERGIES AND ADDING VALUE<br />
Potential well informed investors with adequate financial strength may, at the discretion of the management, engage in exploring<br />
long term commercial cooperation with the Company that may create tangible added value for the Company and its<br />
shareholders.<br />
MACROECONOMIC ENVIRONMENT PROVIDING TAILWING<br />
Economic trends remain highly supportive when looking at overall headline indicators.<br />
Especially the acceleration of the growth in private consumption in combination with a declining unemployment rate and<br />
improving government fiscal position creates a potential tailwind for the Bank’s activities in the next couple of years.
MARKET POSITION AND ASSET QUALITY<br />
THE BANKS ASSET QUALITY IS UNMATCHED IN THE SLOVENIAN BANKING SECTOR, WHILE THE EXISTING MARKET POSITION<br />
LEAVES ROOM FOR HIGH GROWTH GOING FORWARD.<br />
Poštna banka Slovenije, d.d.<br />
1,8<br />
NKBM, d.d.<br />
9,7<br />
Raiffeisen Banka d.d.<br />
1,8<br />
Gorenjska banka d.d.<br />
4<br />
NLB d.d.<br />
23,8<br />
UniCredit Banka Slovenija d.d.<br />
7<br />
Deželna banka Slovenije d.d.<br />
2,5<br />
Sberbank banka d.d.<br />
5,2<br />
Abanka d.d.<br />
10,5<br />
SID banka, d.d.<br />
8,7<br />
Hypo Alpe-Adria-Bank d.d.<br />
3,7<br />
BKS Bank AG, Bančna podružnica<br />
1,8<br />
SKB banka d.d.<br />
7<br />
Banka Koper d.d.<br />
6,2<br />
Banka Sparkasse d.d.<br />
3<br />
Delavska hranilnica d.d.<br />
Primorska hranilnica Vipava d.d.<br />
0,1<br />
2,5<br />
Market Share (in % of Total Assets)*<br />
LON d.d.<br />
0,7<br />
*Level as 31. 12. 2015 based on annual reports
MARKET POSITION AND ASSET QUALITY<br />
THE BANKS ASSET QUALITY IS UNMATCHED IN THE SLOVENIAN BANKING SECTOR, WHILE THE EXISTING MARKET POSITION<br />
LEAVES ROOM FOR HIGH GROWTH GOING FORWARD.<br />
Poštna banka Slovenije, d.d.<br />
43<br />
NKBM, d.d.<br />
33,7<br />
Raiffeisen Banka d.d.<br />
32,1<br />
Gorenjska banka d.d.<br />
NLB d.d.<br />
UniCredit Banka Slovenija d.d.<br />
Deželna banka Slovenije d.d.<br />
Sberbank banka d.d.<br />
Abanka d.d.<br />
SID banka, d.d.<br />
Hypo Alpe-Adria-Bank d.d.<br />
BKS Bank AG, Bančna podružnica<br />
SKB banka d.d.<br />
Banka Koper d.d.<br />
17,3<br />
16,8<br />
16,4<br />
16,4<br />
16,3<br />
15,9<br />
14,8<br />
13,9<br />
12,5<br />
11,6<br />
10,7<br />
Banka Sparkasse d.d.<br />
8,7<br />
Delavska hranilnica d.d.<br />
Primorska hranilnica Vipava d.d.<br />
2,6<br />
8,1<br />
Share of Non-Performing Assets (in %)*<br />
LON d.d.<br />
1,9<br />
*Level as 31. 12. 2015 based on annual reports
SUMMARY OF THE FINANCIAL POSITION<br />
LOANS AND ASSETS HAVE BEEN GROWING AT HIGH SINGLE DIGIT GROWTH RATES IN A PERIOD WHERE THE BANKING SYSTEM<br />
ON AGGREGATE IS STRUGGLING TO FIND DEMAND.<br />
Lon Asset Base Breakdown (MIn €)<br />
Slovenian Banks Asset Base (Bin €)<br />
300<br />
50<br />
250<br />
200<br />
150<br />
100<br />
50<br />
5<br />
4<br />
103 122<br />
95 90<br />
7<br />
109<br />
116<br />
11<br />
11 11<br />
110 103<br />
117<br />
135 142 143<br />
45<br />
40<br />
35<br />
30<br />
25<br />
20<br />
15<br />
10<br />
46<br />
40 39<br />
37 37 37<br />
0<br />
2012 2013 2014 2015 2016 apr.17<br />
Loans Given Financial Assets & Cash Equivalents Other<br />
5<br />
0<br />
2012 2013 2014 2015 2016 apr.17<br />
Source: Company<br />
(1) Financial Assets Held to Maturity & Available for Sale, Cash and Amounts Due from Banks Source: Bank of Slovenia
SUMMARY OF THE OPERATING PERFORMANCE<br />
GROWTH IN NET INTEREST INCOME, STABLE FEE & COMMISSION INCOME<br />
NET PROFIT TEMPORARILY UNDER COST PRESSURE, HOWEVER SET TO GRADUALLY RECOVER<br />
LON Asset Base Breakdown (MIn €)<br />
Slovenian Banks Income and Profit (MIn €)<br />
9<br />
2000<br />
8<br />
1500<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
2,5 2,1<br />
4 4,1<br />
2,1<br />
5,1<br />
2,3 2,2<br />
5,7 5,6<br />
0,7<br />
1000<br />
500<br />
0<br />
-500<br />
-1000<br />
NET PROFIT<br />
2012 2013 2014 2015 2016 2017 x<br />
1<br />
0<br />
2012 2013 2014 2015 2016 2017<br />
1,9<br />
NET PROFIT<br />
-1500<br />
-2000<br />
Net Interest Income<br />
Net Fee & Commision Income<br />
Net Interest Income<br />
Net Fee & Commission Income<br />
Source: Company<br />
Source: Bank of Slovenia
EXTREMELY SUPPORTIVE MACROECONOMIC<br />
ENVIRONMENT<br />
THE ECONOMIC ENVIRONMENT SUPPORTS GROWTH OF CONSUMPTION AND SMES FOR SLOVENIA<br />
GDP Growth (YoY %)<br />
4<br />
3<br />
2<br />
1<br />
0<br />
-1<br />
-2<br />
3,1<br />
2,3 2,5<br />
3,3 3,1<br />
2013 2014 2015 2016 2017 2018<br />
-1,1<br />
Government Debt (% of GDP)<br />
85<br />
80<br />
75<br />
70<br />
65<br />
60<br />
71<br />
80,9<br />
83,1<br />
79,7<br />
77,8<br />
75,5<br />
2013 2014 2015 2016 2017 2018<br />
Private Consumption Growth (YoY %)<br />
4<br />
3,2<br />
2,8<br />
3<br />
2<br />
2<br />
0,5<br />
0<br />
2013 2014 2015 2016 2017 2018<br />
-2<br />
-4<br />
-4<br />
-6<br />
Budget Balance ( % of GDP )<br />
0<br />
2013 2014 2015 2016 2017 2018<br />
-0,5<br />
-1<br />
-1,5<br />
-2<br />
-1,7<br />
-1,8<br />
-1,9<br />
-2<br />
-2,5<br />
-2,3<br />
-3<br />
-2,7<br />
Unemployment Rate ( %)<br />
12<br />
10<br />
8<br />
6<br />
4<br />
2<br />
0<br />
Export Growth (YoY %)<br />
7<br />
6<br />
5<br />
4<br />
3<br />
2<br />
1<br />
0<br />
10,1<br />
3,1<br />
9,7<br />
9<br />
5,7 5,6 5,9 5,8<br />
5,4<br />
2013 2014 2015 2016 2017 2018<br />
8<br />
7,2<br />
6,3<br />
2013 2014 2015 2016 2017 2018
NEXT STEPS AND CONTACT DETAILS<br />
<strong>PROJECT</strong> <strong>OLYMPUS</strong> NEXT STEPS<br />
As part of Project Prometheus, interested parties will first be required to submit an Expression of Interest (“EoI”) in<br />
line with the Invitation Letter in September 2017.<br />
Following the EoI phase pre-qualified parties will be required to execute a Non-disclosure Agreement (“NDA”) and<br />
then will be provided with a Process Letter outlining the details on proposed further steps in relation to the<br />
Potential Transaction and granted access to management presentations and confidential information regarding<br />
the Bank in order to ascertain the possibility of submitting an Indicative Offer in Oktober 2017 (“Indicative Offer<br />
Phase”).<br />
Following the Indicative Offer Phase and taking into considerations Indicative Offers received the Company<br />
intends to determine the final terms and conditions of a Potential Transaction.<br />
Please refer to the below contact persons for any questions regarding the Potential Transaction.<br />
Jaka Vadnjal, Ph.D.<br />
PRESIDENT OF THE MANAGEMENT BOARD<br />
+386 4 280 07 37<br />
jaka.vadnjal@lon.si<br />
www.lon.si<br />
Bojan Mandič<br />
MEMBER OF THE MANAGEMENT BOARD<br />
+386 4 280 07 36<br />
bojan.mandic@lon.si<br />
www.lon.si