CNB Council:

Unicredito and Allianz, as well as Bank Austria given prior approvals

Published: 19/12/2001

At its meeting held on Wednesday, December 19, 2001, the Council of the Croatian National Bank, chaired by the Governor, Dr Željko Rohatinski, adopted the monetary policy projection and Croatian central bank financial plan for 2002. Also, the Council gave prior approval to UniCredito Italiano S.p.A. Milano and Allianz AG München for acquiring up to 100 percent of voting shares in Zagrebačka banka d.d. Zagreb, as well as to Bank Austria AG Vienna for acquiring 100 percent of voting shares in Splitska banka d.d. Split.

According to available data, share capital of Zagrebačka banka amounts to DEM 289 million and is divided into 2,884,928 shares. Out of 2,714,000 shares listed on September 17, 2001, 63.5 percent were in the form of GDRs deposited with the Bankers Trust Company in London. So far, UniCredito Italiano owned GDRs amounting to 9.994 percent of Zagrebačka banka total voting shares, and Allianz GDRs amounted to 9.972 percent of Zagrebačka banka voting shares. Pursuant to the CNB approval, UniCredito could acquire up to 90 percent and Allianz up to 20 percent of Zagrebačka banka voting shares.

On May 29, 2001, UniCredito Italiano and Allianz requested for the first time the Croatian National Bank approval for acquiring up to 90 percent of voting shares in Zagrebačka banka. However, this request was withdrawn on June 5, 2001, so that certain questions relevant for the planned transaction might be reviewed again and resolved. A new request was submitted to the central bank on October 30, 2001. After the realization of the bid, UniCredito would have at its disposal approximately 85 percent and Allianz around 15 percent of Zagrebačka banka voting shares.

Both members of the consortium for the Zagrebačka banka takeover have high ratings with acknowledged rating agencies - UniCredito's long term rating is Aa3 and A+, the rating of Allianz is AA+. Also, they are among the largest European companies in their branches.

However, when assessing the effects of the planned takeover on the Croatian banking system, as well as on central bank performance of its duties and achievement of its goals, besides the quality of the consortium members, the CNB Council had to consider certain additional elements. These are, in the first place, the market share of Zagrebačka banka, that is almost a 100-percent owner of both Varaždinska banka and Prva stambena štedionica. In addition, Allianz and Zagrebačka banka together own the insurance company Allianz d.d. Zagreb and are founding a voluntary pension fund management company. Furthermore, the Council had to take into consideration the fact that UniCredito already owns a majority stake in Splitska banka, the third largest bank in the Croatian market. In such circumstances, the Croatian National Bank and the Agency for the Protection of Market Competition assessed that, should both Zagrebačka banka and Splitska banka be in majority ownership of one banking group, the transaction might have negative influence on the competition in the Croatian financial market.

After reviewing the request, central bank experts assessed that barriers for the takeover of Zagrebačka banka no longer exist, since the sale of Splitska banka, where UniCredito has a 62.6 percent stake, the State Agency for Deposit Insurance and Bank Rehabilitation a 25 percent stake and the remaining stake is owned by the bank itself and small shareholders, had in the meantime been agreed. The CNB Council agreed with this assessment and decided as stated.

At the Wednesday meeting, the CNB Council also reviewed the request submitted by Bank Austria AG Vienna for prior approval for acquiring up to 100 percent of voting shares in Splitska banka d.d. Split. Bank Austria, which belongs to HypoVereinsbank München, has been present in Croatia for five years already, first as a majority shareholder of Bank Austria Creditanstalt Croatia d.d. Zagreb, then as a shareholder of Wüstenrot stambena štedionica d.d. Zagreb. The long-term rating of HVB München with leading rating agencies is A+, Aa3 and A+. Bank Austria is a successful financial institution strategically oriented to spread its operations in Central European countries. Consequently, the Council saw no barriers for giving its prior approval to Bank Austria for acquiring the requested stake in Splitska banka.

The Council of the Croatian National Bank gave its approval to Varaždinska banka d.d. Varaždin for acquiring 100 percent of voting shares in Hrvatska štedionica d.d. Varaždin, where it already holds a majority stake. The following banks were given approval for keeping legal persons' accounts and conducting payment transactions across these accounts: Brodsko-Posavska banka d.d. Slavonski Brod, Credo banka d.d. Split, Dubrovačka banka d.d. Dubrovnik, Karlovačka banka d.d. Karlovac and Kreditna banka d.d. Zagreb. Varaždinska štedionica Kovanica d.d. Varaždin was given approval for merging with VID štedionica d.d. Zagreb. Furthermore, the Council agreed with the nomination of Mr Petar Radaković for the chairman, and Mr Tomislav Vuić and Mr Borislav Centner for members of the management board of Erste & Steiermärkische banka d.d. Zagreb.