Teteks Kreditna/Tetovska Banka Equity Investment

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The proposed project is an equity investment in TTK Bank AD Skopje, a universal bank to be formed as a result of the merger between Teteks Kreditna Banka AD Skopje (TKB) and Tetovska Banka AD Tetovo (TEB). EBRD’s investment will be in a form of subscription of newly issued ordinary voting shares resulting in the EBRD acquiring a minority stake up to 25% in TTK with corresponding voting rights. EBRD’s investment will strengthen TTK’s capital base and support the bank’s restructuring and transformation into a strong niche player in the SME and retail sectors in particular. While dominated by three large banks, the Macedonian banking sector is not sufficiently competitive, resulting in generally limited interest in deeper market penetration and expansion of services. The sector continues to include a large number of small and weak institutions unwilling to merge and unlikely to be able to grow on a sustainable basis. In this context, the transition impact potential of the project can be summarised as follows: Facilitation of a merger that will provide strong demonstration effect and contribute to the much needed consolidation of the banking sector; Promotion of healthy competition in the market; Promotion of high corporate governance standards; and Promotion of financial intermediation by supporting the growth of a bank committed to change and targeting sectors that currently have limited access to financial services such as the SME and retail segments. Further, the transaction is expected to have a positive impact on the provision of the banking services in the Tetovo region, in North West of FYR Macedonia in particular. This region has traditionally been TEB’s stronghold, and still relatively poorly serviced by other financial institutions. TTK Bank AD Skopje (“TTK”), a new bank to be formed as a result of a merger between Tetovska Banka AD Tetovo (“TEB”) and Teteks-Kreditna Banka Skopje (“TKB”). The merger is expected to take place in April 2006. TEB and TKB are both small locally owned banks with a combined market share of approximately 2% of total banking sector assets. Both banks have the same key shareholder, the textile group Teteks AD, Tetovo. As of end October 2005, on a consolidated basis, TEB and TKB had total assets of EUR 47 million. Equity investment up to EUR 4.0 million. Up to EUR 4.0 million. Screened FI. Environmental risk rating: medium/low. Environmental opportunities rating: medium/low. TKK bank will be required to apply EBRD’s Environmental Procedures for Small and Micro Loans to all commercial lending activities including sub-loans financed through the Credit Line, and to submit annual environmental reports to EBRD. 1) Pre-investment TC was provided to the two merging banks to support the integration process planning. The TC budget was EUR 49,500 and was funded by the Dutch Government. 2) A comprehensive Institution Building Programme (IBP) supported by TC will be an integral part of EBRD’s equity investment. The TC programme providing assistance to TTK in the implementation of the IBP will have duration of up to 24 months. The final budget is still to be determined. Mr Nikolce Petkoski TKB General Manager and the nominee for TTK Deputy General Manager Naroden front - 19A 1000 Skopje FYR Macedonia Telephone: + 389 (0) 2 3236400 Fax: + 389 (0) 2 3236444 E-mail: petkon@tkb.com.mk