2024-05-16 14:10:00 CEST
2024-05-16 14:10:16 CEST
REGULATED INFORMATION
Alisa Bank Plc - Other information disclosed according to the rules of the Exchange
Alisa Bank publishes previously unpublished financial information and specifies its outlook for 2024
ALISA BANK PLC STOCK EXCHANGE RELEASE 16.5.2024 AT 15.10 EEST
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INFORMATION, SEE “IMPORTANT NOTICE” BELOW.
Alisa Bank publishes previously unpublished financial information and specifies
its outlook for 2024
Alisa Bank Plc (“Alisa Bank” or the “Company”) announced on 15 May 2024 that it
has completed its combination with PURO Finance Ltd (“PURO Finance”) (the
“Combination”). In connection with the completion of the Combination, 58,878,721
new shares in Alisa Bank (the “New Shares”) were issued to the shareholders of
PURO Finance in relation to the respective number of shares in PURO Finance Ltd
sold in the Combination (the “Directed Share Issue”).
Alisa Bank publishes previously unpublished financial information and specifies
its outlook for 2024. The aforementioned information is included in the listing
prospectus (the “Prospectus”) prepared for the purpose of listing the New
Shares, which is expected to be published on or about 16 May 2024.
Specified outlook for the year 2024
Alisa Bank has on 16 May 2024 specified its financial targets and outlook for
2024 as follows:
"The uncertainty of the operating environment and delays in measures aimed at
strengthening the company's capital structure continues to challenge the
financial performance in 2024. Similarly, the expected decline in interest rates
will have a slightly weakening impact on Alisa Bank's result.
Alisa Bank announced on 10 April 2024 the combination with PURO Finance Ltd. The
key drivers of the combination are the estimated strong synergies on both
revenue and cost side. If synergies are realised, total income will increase in
2024 compared to 2023 and profit before one-off items and taxes for the
financial year 2024 is estimated to be slightly profitable (EUR 0.5-1.5
million). Profit before one-off items and taxes for the first half of 2024 is
estimated to be slightly negative (EUR 0.5-1.5 million).
The target for the group's total capital ratio is 16 percent."
Alisa Bank previously presented the following financial targets and outlook for
2024 in its Financial Statements Bulletin published earlier on 15 February 2024
and in the Annual Report for the financial year 2023:
"In 2023, we achieved a positive result, but due to the unfavorable market
situation, the measures aimed at strengthening the capital structure did not
proceed according to the targeted schedule during 2023.
The uncertainty of the operating environment and the company's capital structure
continue to challenge the earnings development in 2024. Likewise, the expected
decrease in interest rates will have a slightly weakening effect on the bank's
result. In preparation for these, we have adjusted the company's cost structure
during the second half of 2023.
We believe that we will be able to implement the actions to strengthen equity
during the first half of 2024. If this happens, the total income will increase
in 2024 compared to 2023, and the result before non-recurring items and taxes
for the financial year 2024 is estimated to be profitable. However, the result
for the first half of 2024 before one-off items and taxes is estimated to be
slightly loss-making.
The target for the group's total capital ratio is 16 percent."
Changes in the financial position, result and capital adequacy after the
financial statements 2023
There have been significant changes in Alisa Bank's financial position and
result between 31 December 2023 and the date of the Prospectus. Alisa Bank's
financial performance has been unprofitable during the first half of 2024. The
weakening of the profit development in early 2024 is a continuation of the
actual development in the second half of the financial year 2023. Due to the
unfavourable market situation, the measures aimed at strengthening the capital
structure did not proceed according to the targeted schedule. In its profit
warning issued on 24 October 2023, the Company announced that lending has been
limited taking into account Alisa Bank's capital adequacy target. In addition,
the growth of the loan portfolio has been limited by prudence in lending related
to the weakened economic situation, especially for business customers. For the
above reasons, Alisa Bank's income development weakened, and the Company gave a
financial outlook on 15 February 2024 in connection with the Financial
Statements Bulletin 2023, according to which the result before one-off items and
taxes for the first half of the financial year 2024 will be slightly negative.
Alisa Bank's result for the first half of 2024 includes changes to the ECL model
and parameters of the credit portfolio of private customers, which will
materialise the negative impact of expected credit losses at an earlier stage.
The Company estimates that there will be no such significant further changes
weakening the result during the first half of the year, and the overall
development of the business will be more favourable towards the end of the
current half of the year than in the first half of the year. In addition, the
Combination is estimated to have a positive impact on the results, but the
estimates are subject to uncertainty.
There have been no significant changes in Alisa Bank's capital adequacy between
31 December 2023 and the date of the Prospectus, except for a decrease in Alisa
Bank's leverage ratio from 5.8 percent to 3.4 percent due to the increase in the
deposit portfolio.
Pro forma financial information
The Prospectus contains unaudited combined pro forma financial information (the
"Pro Forma Information") presented for illustrative purposes to describe the
financial information of the entity formed in the Combination as if the
Combination and the Directed Share Issue had taken place at an earlier date. The
pro forma income statement for the financial year ended 31 December 2023
presents the effects of the Combination and the Directed Share Issue as if they
had taken place on 1 January 2023. In the pro forma balance sheet as at 31
December 2023, the effects of the Combination and the Directed Share Issue are
presented as if they had occurred on that date. The Pro forma Information is
unaudited.
The Pro Forma Information included in the Prospectus is attached to this release
in its entirety.
In preparing the Pro Forma Information, adjustments have been made to the
historical financial information of Alisa Bank and PURO Finance, which directly
concern the impact of events arising from the Combination and the Directed Share
Issue. The Pro Forma Information is presented for illustrative purposes only.
The hypothetical financial position and results included in the Pro Forma
Information may differ from Alisa Bank's actual financial position and results.
In addition, the Pro Forma Information is not intended to give an indication of
Alisa Bank's future financial position or results. Furthermore, the Pro Forma
Information does not describe cost savings, expected benefits of the
Combination, the impact of Alisa Bank's strategy on the financial position or
results, or future integration costs that may arise after the Combination.
In the Pro Forma Information, Alisa Bank and PURO Finance have made a
preliminary allocation of the acquisition consideration based on estimates that
are believed to be reasonable based on PURO Finance's balance sheet as at 31
December 2023. Alisa Bank has not had access to PURO Finance's detailed
information, so the pro forma adjustments presented are preliminary and based on
currently available information. In the pro forma calculations, the acquisition
consideration is allocated entirely to goodwill. The final allocation of the
acquisition consideration will be based on the fair values of PURO Finance's
acquired assets and liabilities assumed on the completion date of the
Combination and the final values will change from the acquisition calculation
presented in the Pro Forma Information.
The following table presents a summary of Alisa Bank's unaudited Pro Forma
Information at the times and periods indicated:
Alisa PURO IFRS Pro forma Pro forma 1
Bank Finance adjustments adjustments -12/2023
Group Group to
and 31 Dec
IFRS 1 FAS1 PURO Group 2023
-12/2023 -12/2023
and 31 and 31 Dec
Dec 2023 2023
(EUR (audited) (unaudited) (unaudited) (unaudited) (unaudited)
thousand)
Income
statement
information
Net interest 14,757 3,132 -4 1,312 19,198
income
Net fee and 1,785 0 0 0 1,785
commission
income
Net income 158 0 0 0 158
from
investing
activities
and other
operating
income
Total income 16,701 3,132 -4 1,312 21,141
Total -11,398 -2,164 1 -1,259 -14,820
operating
expenses
Realized and -4,999 -413 -180 - -5,592
expected
credit
losses
Profit 303 556 -182 53 730
before
taxes
Income taxes 3 -167 0 0 -164
Profit 306 389 -182 53 566
(loss) for
the period
Balance
sheet
information
Assets total 312,841 27,033 -748 -9,272 329,854
Liabilities 0 10,657 0 -10,657 0
to
credit
institutions
Liabilities 268,864 268,864
to the
public
and public
sector
entities
Debt 0 4,355 0 -4,355 0
securities
issued to
the general
public
Subordinated 6,210 190 -190 6,210
liabilities
Other 5,551 6,245 166 0 11,963
liabilities
Accrued 6,054 170 0 0 6,225
expenses
and deferred
income
Income tax 0 145 0 0 145
liabilities
Liabilities 286,679 21,762 166 -15,202 293,406
total
Equity total 26,162 5,271 -914 5,930 36,448
Capital (unaudited)
adequacy
key figures
Common 11.9
Equity Tier
1 ratio (CET
1), %
Total 14.6
Capital
Ratio (TC),
%
Leverage 6.5
Ratio
(LR), %
Capitalisation and indebtedness
The Prospectus contains information on the capitalisation and indebtedness of
Alisa Bank and PURO Finance Group as at 29 February 2024 based on the unaudited
financial information of Alisa Bank and PURO Finance Group as at 29 February
2024.
[][][][][]
29 February 2024 29 February 2024
(EUR thousands) Alisa Bank Group (IFRS) PURO Finance Group (FAS)
(unaudited)
Capitalisation
Current interest-bearing
liabilities
Secured - 9,012
Unsecured 440,219[1)] -
Total current interest 440,219[1)] 9,012
-bearing liabilities
Non-current interest
-bearing liabilities
Secured - 2,157
Unsecured 26,878[1)] 5,495
Total non-current interest 26,878[1)] 7,652
-bearing liabilities
Equity
Share capital 18,289 3
Fund for invested non 19,917 4,707
-restricted equity
Conversion difference 4 -
Retained earnings -12,046 172
Result for the financial -663 498
period
Total equity 25,501 5,379
Total equity and interest 492,598 22,043
-bearing liabilities
Net indebtedness
Cash and cash 331,194 4,833
equivalents[2)]
Liquidity (A) 331,194 4,833
Liabilities to credit - 9,012
institutions and the
central bank
Liabilities to the public 440,056 -
and public sector entities
Lease liabilities 163 -
Total current financial 440,219 9,012
debt (B)
Total current financial 109,025 -4,179
indebtedness (C = B-A)
Liabilities to the public 20,395 -
and public sector entities
Loans from financial - 2,157
institutions
Debt securities issued to 6,169 5,495
the general public
Lease liabilities 314 -
Total non-current financial 26,878 7,652
debt (D)
Total financial 135,904 11,831
indebtedness (C+D)
[1)] Current and non-current liabilities include lease liabilities in accordance
with the Net indebtedness table.
[2)] Alisa Bank's cash and cash equivalents include the Bank of Finland's
minimum reserve deposit of EUR 3.7 million, the usability of which is subject to
restrictions.
Off-balance sheet commitments of Alisa Bank amounted to EUR 6,180 thousand on 29
February 2024 and were mainly overdrafts granted to customers that have not been
withdrawn by the customer.
PURO Finance Group's off-balance sheet liabilities as of 29 February 2024
consist of lease liabilities and leasing contract liabilities totaling EUR 226
thousand.
ALISA BANK PLC
Board of Directors
Further information
Juha Saari, Interim CEO, Alisa Bank Plc
juha.saari@alisapankki.fi
tel. +358 40 6720 595
Distribution
Nasdaq Helsinki Ltd
major media
www.alisabank.com
Alisa Bank in brief
Alisa Bank Plc is a Finnish digital bank that helps both personal and business
customers to manage their day-to-day finances in a flexible and straightforward
manner. For savers, we offer an attractive interest rate on deposits. Alisa Bank
Plc is regulated by the Financial Supervisory Authority of Finland and listed on
Nasdaq Helsinki's main list (ALISA). www.alisabank.com
IMPORTANT NOTICE
This release is not an offer for sale of securities in the United States.
Securities may not be offered or sold in the United States absent registration
or an exemption from registration under the U.S. Securities Act of 1933, as
amended. Alisa Bank does not intend to register any securities in the United
States or to conduct an offering of securities in the United States.
The distribution of this release may be restricted by law and persons into whose
possession any document or other information referred to herein comes should
inform themselves about and observe any such restrictions. The information
contained herein is not for publication or distribution, directly or indirectly,
in or into Australia, Canada, Hong Kong, Japan, South Africa or the United
States. Any failure to comply with these restrictions may constitute a violation
of the securities laws of any such jurisdiction. This release is not directed
to, and is not intended for distribution to or use by, any person or entity that
is a citizen or resident or located in any locality, state, country or other
jurisdiction where such distribution, publication, availability or use would be
contrary to law or regulation or which would require any registration or
licensing within such jurisdiction.
This release does not constitute a prospectus as defined in the Prospectus
Regulation ((EU) 2017/1129) and as such, does not constitute or form part of and
should not be construed as, an offer to sell, or the solicitation or invitation
of any offer to buy, acquire or subscribe for, any securities or an inducement
to enter into investment activity.
No part of this release, nor the fact of its distribution, should form the basis
of, or be relied on in connection with, any contract or commitment or investment
decision whatsoever. The information contained in this release has not been
independently verified. No representation, warranty or undertaking, expressed or
implied, is made as to, and no reliance should be placed on, the fairness,
accuracy, completeness or correctness of the information or the opinions
contained herein. Alisa Bank or any of its respective affiliates, advisors or
representatives or any other person, shall have no liability whatsoever (in
negligence or otherwise) for any loss however arising from any use of this
presentation or its contents or otherwise arising in connection with this
presentation. Each person must rely on their own examination and analysis of
Alisa Bank, its respective subsidiaries, its respective securities and the
transaction, including the merits and risks involved.
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