Banco Davivienda S.A. (PFDAVVNDA) Earnings Call Transcript & Summary

Good morning, and welcome to this call on Davivienda Group's share issuance. I'm Karen, and I'll be your operator for today's call. Today's event is intended for investors and analysts only. Therefore, questions from the media will not be addressed. Joining us today, we have Mr. Javier Suarez, Chief Executive Officer; and Mr. Alvaro Montero, Legal Vice President, who will walk us through the details of the ongoing share issuance process and outline Davivienda Group's investment thesis. Information on Davivienda Group, the public offering notice, the prospectus and the current presentation are publicly available at daviviendagroup.com. [Operator Instructions] Please note that this call is being recorded. Afterwards, management will be available for a question-and-answer session. Before proceeding, this presentation may include forward-looking statements based on the company's current expectations, projections and assumptions regarding future events and trends. These statements are not guarantees of future performance and involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Many of these factors are beyond the company's control, including macroeconomic, regulatory and market conditions. Therefore, recipients should not place undue reliance on these statements. Forward-looking statements are made as of the date of this presentation, and Davivienda Group assumes no obligation to update or revise them. Please also keep in mind all the considerations and disclaimers outlined in Slides 2 and 3 of this presentation. [Operator Instructions] With this, I am now pleased to turn the call over to Mr. Javier Suarez, Chief Executive Officer. Mr. Suarez, the floor is yours.

Good morning, everyone, and thank you for joining us today. As we have shared with you previously, we are currently undergoing a transformation of our corporate structure. We have established Davivienda Group to serve as the holding company for all of Davivienda's businesses. And today, we're sharing the next step with you, Davivienda Group's share issuance. Through this process, Banco Davivienda shareholders will have the opportunity to become shareholders of Davivienda Group and gain access to the benefits both of the new structure and the integration with Scotiabank. We are truly excited of this process since it represents a milestone in Davivienda's history of transformation and growth in which we have permanently searched for opportunities that allow us to learn and evolve. More than a new legal structure, Davivienda Group represents a platform designed to unify our strengths, enable faster scaling and amplify the value we deliver to our stakeholders. This new phase sets the stage to continue pursuing regional leadership, and we are pleased to share with you the opportunities this new chapter holds. As shown on Slide 5, the current structure of the group places Banco Davivienda as the main operating entity, both as a bank and as the parent company of several subsidiaries in Colombia and Central America. The bank's ownership is divided between common shareholders who hold 76.1% of the equity and have voting rights and preferred shareholders who hold 23.9% and are entitled to a preferential dividend. Banco Davivienda's preferred shares are listed on the Colombian Stock Exchange. On Slide 6, we show how this structure has been instrumental in supporting our strategy so far by potentiating new capacities and enabling synergies between the bank and its subsidiaries while supporting growth over the past 53 years in a very competitive landscape. We built a story defined by continuous learning by developing the ability to incorporate new capabilities through both organic expansion and successful acquisitions, positioning us as the second largest player in Colombia with an accelerated increase in our market share over the years. The creation of Davivienda Group builds on this legacy, providing a renewed platform to scale our impact and unlock new sources of value. This structure is designed not only to preserve what we've built, but also to provide us with the strategic flexibility going forward to continue implementing our strategy. Please turn to Slide 7. Davivienda Group has been established in Panama, has its effective management in Colombia and its functional currency is the Colombian peso. Davivienda Group belongs to Grupo Bolivar Financial Conglomerate, which is supervised by the Financial Superintendence of Colombia. The holding company will be subject to this control in all matters related to its activities as a securities issuer in the Colombian market. To optimize the ownership structure and comply with Colombian regulations, Davivienda Group established a subsidiary named Davivienda Capital, which will also participate in Banco Davivienda's ownership with a minority position. As announced on October 16, most of the common shareholders have already transferred their Banco Davivienda shares to the Davivienda Group. As a result, Davivienda Group currently holds directly and indirectly 76% of Banco Davivienda. In this sense, the ongoing equity issuance aims to enable the remaining Banco Davivienda shareholders to become shareholders of the Davivienda Group, particularly the preferred shareholders owning 23.9% of total shares and the minority common shareholders owning 0.1% of total shares. Both common and preferred shares have been registered in the Colombian National Registry of Securities and Issuers and the preferred shares have been registered on the Colombian Stock Exchange. The offering was published yesterday and will be open for acceptance for 15 business days. Once this process is completed, the Davivienda Group will be ready to integrate Scotiabank's operations after the final authorizations have been received. Please turn to Slide 8. To materialize Scotia's integration, several steps will be taken. To consolidate all Central American operations under Holding Davivienda International, HDI, BNS will contribute its subsidiaries in Panama and Costa Rica to HDI. The assets and liabilities of BNS branch in Panama will be transferred to Banco Davivienda Panama, immediately integrating the operations since legal day 1. BNS will provide Davivienda Group with the funds to acquire the assets and liabilities of its Panama branch. To integrate BNS operations in Colombia into the structure, BNS will acquire Mercantil Colpatria's equity interest in Scotiabank Colpatria and its subsidiaries, a transaction in which Davivienda Group may participate. Subsequently, BNS will contribute its shares in HDI and its stake in Scotiabank Colpatria to Davivienda Group through its vehicle Multiacciones. As a result of this contribution, Davivienda Group will hold a direct stake in HDI, while HDI's controlling position will remain at Banco Davivienda. Davivienda Group will directly control both Banco Davivienda and Scotiabank Colpatria. In the case of Costa Rica and Colombia, the entities will operate independently at this stage. The transaction will close with the issuance of new shares of Davivienda Group in favor of BNS for an approximate 20.15%, subject to the results of this share issuance process. This intermediate phase will allow us to begin to materialize synergies, evaluate next steps for the structure and align best practices. Now let me turn the call over to Alvaro Montero, our Legal Vice President, to explain the terms of the offering.

Thank you, Javier. As published yesterday, there are 2 simultaneous offerings, one for common shares and one for preferred shares. The offering I direct to those who are holders of Banco Davivienda's common or preferred shares at the time of submitting their acceptance to the offer. The offer will be available for 15 business days since its announcement. This is until November 19 at 1:00 p.m. Colombian time. The primary objective of both offerings is for Davivienda Group to become the direct and indirect owner of up to 100% of Banco Davivienda's shares. In both cases, payment will be made in time through the delivery of common or preferred shares of Banco Davivienda on a one-to-one basis, 1 share of Banco Davivienda for 1 share of Davivienda Group. Each investor may request up to the same number and type of shares they currently hold in Banco Davivienda. In terms of allocation, all shares requested by eligible participant who submit valid assessment will be fully allocated. On Slide 10 and 11, we describe the offering and rights of Davivienda Group's common shares. The common shares to be offered amount to 437,142, Davivienda Group's common shares, grant voting rights and in a sense, equivalent rights to those granted by Banco Davivienda shares. Common shares will not be listed on the stock exchange, preserving the same condition of Banco Davivienda's common shares. On Slide 12 to 14, we describe the terms and condition of preferred shares. This offering involves the issuance of 116,601,010 preferred shares. The preferred shares has been listed on the Colombian Stock Exchange. In terms of economic rights, Davivienda Group preferred shares grant the same rights currently granted by Banco Davivienda preferred shares specifically to receive a minimum preferential dividend annually and before any dividend on common shares payable of distributable profits, meaning the profits after taxes minus any amounts established to absorb losses and cover the required reserve determined by the General Shareholders' Meeting. To receive the preferential reimbursement of the capital contribution in the event of dissolution and liquidation of the company to preferentially subscribe future issuance of preferred shares as set in the context of the integration with Scotiabank, where this right may be temporarily suspended. As a general rule, preferred shareholders do not have voting rights in the general shareholders assembly except in the following specific cases. First, to approve modification that significantly impair the conditional rights established for preferred stock. In this scenario, changes will require a favorable vote of 70% of the shares into which the subscribed capital is divided included in that percentage and in the same proportion, the favorable vote of the preferred stock. Second, when a competent authority determines that benefits have been concealed or misappropriated in a way that reduced distributed profits. As you can see, this offering structure ensure transparency and provides continuity for our current shareholders wishing to transition into Davivienda Group. Please turn to Slide 15, which outlines the tax implication of this investment from the perspective of Davivienda Group as an issuing entity. Davivienda Group is considered a Colombian tax resident as it has its effective place of management in Colombia. This means that it is subject to both formal and substantive tax obligation in the country, including income and asset taxation on a worldwide basis. Additionally, Davivienda Group may qualify for the Colombian holding company regime. Under this regime, dividends received from foreign subsidiaries other than Colombia are considered tax-exempt income for Davivienda Group. Dividends distributed by Davivienda Group to foreign shareholders are treated as foreign source income, which may have further implications under applicable tax treats. Furthermore, dividends received by Davivienda Group from Colombia subsidiaries may get same from withholding tax provided the company either has a registered control relation or qualifies as a Colombian holding company. Now I will pass it back to Javier to continue with the presentation.

Thank you, Alvaro. Now I will cover the main reasons to invest in Davivienda Group. On Slide 17, we present the benefits of a structure where Davivienda Group acts as the holding company. The first instance of benefit is greater strategic flexibility. This design provides us with more options to adapt our structure to future needs under a highly competitive landscape with constant market changes and increasing regulatory burdens. The structure also provides a framework for more efficient capital management by facilitating resource allocation, allowing new investments, access to capital and debt markets through a holding itself, the incorporation of new partnerships or investors in particular entities of the group and potential share repurchase programs. Now within the framework of the Scotiabank transaction, having this new structure also brings significant benefits both in the short and in the long term. The holding allows us to gain centralized control of Scotia's operations early on without the requirement of an immediate merger. This allows us to carefully plan for future integration steps and materializing synergies in the process while ensuring best practice adoption from both entities and of course, seamless customer service. In addition, Banco Davivienda shareholders participating in Davivienda Group's offering will be able to access the benefits related to the exchange terms of the BNS transaction. Please turn to Slide 18, where I will specifically explain this point. We are creating a significantly larger and more valuable entity. On a pro forma basis, Davivienda Group's total accounting equity is expected to reach nearly COP 22.8 trillion. This represents a substantial increase of 39% versus Banco Davivienda today. Out of Davivienda Group's total equity, BNS will provide close to 29% and will hold approximately 20.15% of the ownership. This means that foreign shareholders who participate in the offering will own the remaining 79.85% of Davivienda Group, a company with a COP 22.8 trillion of equity base. This translates into an equity value of COP 18.2 trillion for them, resulting in an increase of approximately 11% in the intrinsic value of their holdings. In this sense, the terms of the agreement with BNS are expected to unlock a value of COP 1.8 trillion in equity for Davivienda's shareholders. It is important to note that this is a onetime benefit that will be accessible for shareholders participating in this offering will become Davivienda Group shareholders before new shares are issued to BNS, subject to receiving the final authorization for the transaction. Now please move on to Slide 19, where we will review the additional benefits associated with the Scotiabank transaction. First, the transaction grants shareholders access to a larger, more diversified operation with a solid financial profile. Second, it gives them access to a company with a strengthened presence in Colombia, Costa Rica and Panama, along with opportunities for scalability and synergy capture. Third, it allows them to participate in a company with an enhanced value proposition and capabilities. Fourth, allows them to participate in an organization supported by BNS, a recognized player to continue exploring new business opportunities with. And finally, it allows them to perceive an increase in the liquidity of the listed shares. Let's explore each of these arguments in more detail. On Slide 20, you can see how Davivienda Group grants access to a larger and more diversified operation. On the pro forma figures, the balance sheet is expected to grow in a range of 35% to 40%, substantially enhancing Davivienda's market position. To briefly recall, market shares by loans will increase from 15% to 19% in Colombia from 6.5% to around 13% in Costa Rica and from 1% to around 3% in Panama. Regarding capital, we also project healthy and adequate capitalization levels with neutral to positive impacts on the main ratios, highlighting the spirit of an unleveraged transaction. Additionally, Davivienda Group will have a more balanced geographic distribution with approximately 71% of assets located in Colombia and 29% in Central America, adding resilience and regional diversification. Costa Rica and Panama will represent a bigger portion of our business, countries where we see positive growth trends and enhanced fiscal situations. Lastly, the loan portfolio is expected to shift to a greater share of consumer and mortgage lending, supporting a risk to return profile aligned with our internal risk appetite framework. On Slide 21, we described the Davivienda Group's scale, growth potential and solid financial profile. Over the past decade, we have maintained a compound annual growth rate of 9% in total assets, demonstrating our ability to consistently create value across economic cycles. During the same period, our equity grew at a rate close to 7%, reflecting a balanced approach between expansion and financial soundness. With the creation of the Davivienda Group, we will start from a base that is 35% larger in assets and 39% larger in equity from which we project to continue growing at rates of approximately 8% in assets and 7% in equity while maintaining healthy capitalization and double leverage ratios. The group is expected to maintain a prudent level of leverage relative to a holdings capital base, ensuring consistency between the size of the balance sheet and the level of exposure assumed. In general terms, financial ratios at the holding level reflect a conservative resilient structure designed to ensure long-term stability. Let's move on to Slide 22, where we share our expectations on how Davivienda Group will benefit from the synergies between their subsidiaries. Given the integration of BNS businesses into the new structure, we expect to capture synergies related to technological platforms, digital assets, physical network, procurement, duplicative process and other operational efficiencies. As a result, Davivienda Group will benefit from lower operating expenses while its subsidiaries incur certain costs associated with the integration process. In terms of the time line, we expect to begin realizing some efficiencies in 2026 while also recognizing the majority of integration-related costs that year. 2027, we anticipate a partial capture of synergies alongside our residual portion of integration costs. And by 2028 and 2029, we expect to fully capture efficiencies with minimal remaining expenses. Starting in 2028, this process is projected to generate annual operational savings between COP 900 billion and COP 1.2 trillion. These efficiencies will result in a more profitable and efficient organization with a greater capacity for long-term value creation. Total integration costs are expected to reach between COP 600 billion and COP 700 billion on time. Accordingly, we expect Davivienda Group to reach a cost-to-income ratio between 43% and 45% between 2028 and 2029 and a return on average equity of 14% to 16% in the same period. Additionally, as summarized on Slide 23, this integration will allow us to offer a more robust and complementary portfolio of products and services for both individuals and businesses supported by Scotia's global reach and experience. Some of the most interesting opportunities stem from the enhanced capacities we will have to support corporates with investment banking services beyond the traditional local operations, the opportunity to serve Scotia's multinational clients in the region by acting as their representative in specific services and by providing Davivienda's original portfolio, the ability to explore the opportunities for their SMEs network in Colombia, access to knowledge they built in the low-income credit business and several other fronts where Davivienda will be in a strengthened position to compete. Please turn to Slide 24, where we highlight the strong institutional backing behind Davivienda Group built on the experience, capabilities and long-term vision of 2 major financial groups, Grupo Bolivar and Scotiabank. On one side, Grupo Bolivar, one of Colombia's most prominent business conglomerates brings deep market knowledge, a multi-sector presence and a long-standing commitment to the country's sustainable development. Being part of Grupo Bolivar strengthens Davivienda by enabling meaningful operational and strategic synergies, including cross-selling of products such as insurance and services and access to a shared culture of innovation and risk management, further positioning us to navigate market challenges with strength and agility. On the other side, Scotiabank, one of the leading banks in North America, provides the support of a global platform. Its participation as a shareholder with a designated Board members in Davivienda Group adds not only scale and international expertise, but also aligning with global best practices in banking, innovation and sustainability. The combined support of these 2 institutions allows us to build a robust regional platform with global reach, local insight and a strengthened competitive position, a Latin global organization. Let's now move to Slide 25, where we highlight one of the key benefits of this transition, enhancing the liquidity of our shares. Currently, Banco Davivienda has 487.7 million shares outstanding, of which 76.1% are common shares and 23.9% preferred shares. Assuming 100% participation from Banco Davivienda's shareholder in the issuance process, Davivienda Group would issue approximately 123 million shares to BNS, equivalent to about 20.15% of the total ownership in the new structure. This issuance will result in an estimated increase of 18% in common shares, 49% in preferred shares and a 25% overall expansion of the group's share base. We expect the increased float of our listed shares to support more active trading dynamics and contribute to the stock visibility, attractiveness and accessibility for both current and future investors. Altogether, this evolution in our share structure is designed to consolidate Davivienda Group as the group's central listed vehicle, fostering a more active sustainable market participation. The benefits stemming from this transition represent an opportunity to continue building a track record of solid growth, long-term vision and value creation for all our shareholders. As we conclude today's presentation, I would like to reaffirm our conviction that Davivienda Group represents the right step in our organization's evolution, one that strengthens our foundations, unlocks opportunities for growth and our position as a key player in Latin America's financial landscape. With this, we can now open the floor for your questions.

[Operator Instructions] Our first question comes from Mr. Nicolas Riva from Bank of America.

So I have a few questions. The first one is I want to confirm there is no new money here. Basically, if you are a shareholder in Banco Davivienda, you're exchanging your shares in Banco Davivienda for shares in the new holding company, Davivienda Group, there is no new money, new equity being raised at Davivienda Group or Banco Davivienda. That's my first question. Second question is when I look at the offering of new shares -- of new common shares and preferred shares of Davivienda Group and the shares being tendered at Banco Davivienda, I see the offer doesn't seem to be extended to all of the common shareholders at Banco Davivienda. My assumption is that's because Grupo Bolivar already contributed their common shares to the new holding company when it was created, but I want to confirm basically because I see the offering applies to all of the preferred shares of Banco Davivienda, but a very small amount of the common shares of Banco Davivienda. That's my second question. And then my third question is, I want to confirm that the issuer of the outstanding bonds, like, for example, the Tier 2s and the AT1 is going to remain Banco Davivienda and that in the future, you may use the new holding company, Davivienda Group, as a new funding vehicle to issue new bonds in the future.

Nicolas, thank you for your questions. Going with the first one, no equity being raised, that's correct. This time, it's just a share-by-share contribution. We are not raising any new money in this part of the transaction. As we've mentioned in previous calls, the transaction is basically funded with the equity that BNS will be providing to the new entity. So we are not raising any new money at this time. In terms of the offering not being extended to all common shareholders, you're right. We are only offering to a very small percentage of common shareholders because the controlling shareholders have already contributed their shares to Davivienda Group. So the Davivienda Group now has around 99% of the equities -- of the common equities of Davivienda. They have already been contributed. And we did that a few days ago because we don't need -- we didn't need to go through a public offer because it was a very small number of shareholders that contributed the shares. Now that we are going to a larger number, we have to go through a process of a public offer, both to the preferred shares and also to the minority shareholders that are remaining on the common shareholders' book. With regard to the bonds, you are correct also. The bonds are -- Banco Davivienda is the issuer of the existing bonds, and it will continue to be that way. There's no change in the bonds at this time. And for future issuance, we see the bank being the main issuer. We might eventually do something at the Davivienda Group level. But for the time being, we see Banco Davivienda as the main issuer of bonds in the market.

Our second question comes from Mr. Brian Flores from Citibank.

I have 2. So I just wanted to confirm if there is a dilution on a per share basis, right? Because you mentioned there is a onetime gain on the book value. If I'm not mistaken, you said it was a bump of around 11%. But I saw the number of total shares being increased around 25%. So I just wanted to confirm if this benefit on the book value is actually diluted or if it actually persists on a per share value. And then, I wanted to ask you to -- if you -- on the potential buyback program that you would implement, if initially you are already setting what you would like to signal to the market? I am asking this because one of your peers in Colombia, when they did a similar movement, they initially allocated some resources -- obviously, not committing to fully allocate it, but they initially set up a level that I think was announced to the market. So I just wanted to check on that, if you're also announcing something.

Thank you, Brian, for your questions. With regard to the first one, as we explained, the value -- the per share value is going to increase at an 11% rate. That implies -- that takes into account the dilution that comes from the issuance of new shares to BNS. So to be clear, after the dilution, the existing Davivienda shareholders will see an 11% gain in their equity value due to the fact that BNS provides 29% of the combined equity, but they only get 20% of the shares. So there's a onetime gain that is -- on a per share basis is being quantified as 11%. With respect to a buyback potential, we are mentioning it as a strategic possibility that opens once we go to a Davivienda Group structure that is not a financial entity. Let me remind you that in the -- under Colombian regulation, banks are not allowed to go through buyback processes. So that's an opportunity that opens to Davivienda Group, but we don't have any plans to go through a buyback program at this time. We believe that the solvency levels that we have now and the ones that we will have after the integration are in line with our expectations, taking into account growth opportunities and the dynamic of the business as usual for the combined entity.

Our third question comes from Mr. Andres Soto from Santander.

My first question is regarding your double leverage level, which is at 102% based on the pro forma figures. I would like to understand if -- how do you feel about this number? Do you see space for additional leverage? And to that point if the expected ROE over the medium term at 14%, 16% is based on the assumption that your double leverage remains at the same level?

Andres, thank you for your question. That level implies that we are not thinking of increasing the leverage at the Davivienda Group level. That 102% is just for operational reasons. But we are not expecting any additional leverage in the near future. And our ROE expectations are based on the operating results of the company, not on an additional leverage at the Davivienda Group level.

Perfect. My second question is regarding the new shareholder composition. I see Scotiabank holding 1/3 of the preferred shares. I would like to understand if there is any provision for lockup periods or anything of that sort that prevents them to disposing this position, which doesn't provide any benefit to them other than the dividend because they are going to get the Board seats based on the representation in the common shares.

In terms of the expectations that we have with Scotia, and Scotia has been publicly mentioning the value -- the strategic value that they see in this transaction and their long-term view of the transaction, we expect them to be shareholders for a long time, if not for an indefinite period of time. But strictly in terms of the preferred shares, there's no lockup period. So -- and we believe that, that could actually benefit the stock in the sense that there's a new shareholder that will also provide more liquidity. The float of the stock is going to be larger. So to summarize, there is no lockup period for the preferred shares. And -- but at the same time, their view is a strategic view on being with Davivienda for the long term.

We will now move on with webcast questions. [Operator Instructions] Our first question comes from [ Ms. Elizabeth Carnine ]. Her question is, where will the outstanding bonds will end up, please, and at which entity?

Thank you, Elizabeth, for your question. As mentioned before in one of the previous questions, all the bonds are at this time issued by Banco Davivienda, and they will remain at Banco Davivienda. So there's no change for bond issuers with the outstanding bonds. In the future, we expect Banco Davivienda to be the issuer of the bonds. Eventually, we might have new issuances at the Davivienda Group level, but that's something that we haven't considered at this time.

Our second question comes from Mr. Diego Alejandro Sanchez Parra from Alianza. His questions are the following. First one, what is the approximate patrimonial value difference per share between [ BF ] Davivienda and Davivienda Group preferred shares? Second question, what is the rationale behind the increase in the number of shares?

Diego, thank you for your question. Let me answer you like in 2 steps. During the first step, which is moving up from Banco Davivienda to Davivienda Group, the number of shares that will be issued will be exactly the same number of shares that Davivienda has issued at this time. So at this point in time, what is going to happen is that any shareholder can have their shares exchanged on a one-to-one basis. That means that assuming that 100% of the shareholders of Banco Davivienda move up to Davivienda Group, Davivienda Group will have exactly the same number of shares as Banco Davivienda. During the second phase, second step, once we have the authorizations in line and we proceed with the closing of the transaction with BNS, the way in which BNS will contribute their operations in the 3 countries is by providing Davivienda Group with the shares of those operations in exchange for new shares of the Davivienda Group that will be issued in favor of Bank of Nova Scotia. So the increase in the number of shares at that time will be the form of payment to Bank of Nova Scotia for the operations that they will be contributing in the 3 countries. Thank you, Diego for your question.

Now we have our next question coming from Mr. Juan Camilo Dauder from Valores Bancolombia. His question is, what is the case for an investor for remaining as a shareholder of Banco Davivienda versus moving to the Davivienda Group, considering that Davivienda Group holds more assets than the bank?

Juan Camilo, thank you for your question. As mentioned during the presentation, we believe that there's a real benefit for the existing Davivienda shareholders -- Banco Davivienda shareholders to move up to Davivienda Group because of the reasons that we mentioned before, one of them being the strategic benefits of the Davivienda Group structure, but also the onetime gain based on the terms of exchange with BNS at the time of the closing of the transaction, and on the long term, of course, the benefits of getting access to the profits generated not only by Banco Davivienda Colombia, but also all the other entities that are part of Davivienda Group. So we don't see that staying at Banco Davivienda as something of benefit for the shareholders, and that's why we are coming ahead with this proposal to move up to the Davivienda Group. You have also -- it's important to consider also that once the shareholders -- the existing shareholders, especially the preferred shareholders, move up to Davivienda Group, we expect the liquidity of the shares moving up also to the Davivienda Group because the bulk of the float will definitely be at the Davivienda Group level. So far, we have variable intentions from around 80% of the existing Davivienda shareholders on the preferred side to move up to Davivienda Group. And the remaining 20% is the one that we are contacting through the retail process that we've launched yesterday. So our expectation is that most, if not all, of the shareholders will move up to the Davivienda Group structure. Thank you, Juan Camilo, for your question.

Our next question comes from Mr. Ernesto Gabilondo from Bank of America. There are 3 questions. Question number one, when are you expecting to start providing information from Scotiabank's operation? Number 2, can you share with us if Scotiabank's operations were already profitable as of 9M '25? And question number 3, also, I want to double-check if in a second stage, you will have to issue shares or an ADR? And what should be the time line for that?

Ernesto, thank you very much for your questions. In terms of providing information from Scotiabank's operations, once we close the transaction, of course, subject to getting the authorizations that are still remaining, we will be consolidating the information, and Davivienda Group will have financial results that will consolidate the operations of both the existing Davivienda operations, as well as the Scotiabank operations that will be incorporated into the transaction. If that happens this year, as we are expecting, then by February, when we publish the fourth quarter results, we should be providing consolidated results, including Scotiabank's operations. In terms of the Scotiabank operations and especially in the Colombian case, there's public information available that it's -- on a nonconsolidated basis on the Colombian GAAP, what you can see in the information that publishes their financial superintendency, you see a clear recovery in the results of Scotiabank Colpatria in Colombia, which are in line with our expectations. So we believe that the operation is going in the right direction in terms of profitability. In terms of new issue shares or ADRs, that's an opportunity that will be open for the coming couple of years, we will be concentrated on the integration process and making sure that we extract all the value of this transaction. But of course, the opportunity for an ADR -- the case for an ADR is a stronger case once we have the operations consolidated. We are not seeing that happening during the first 2 years of the transaction because we will be concentrated on making sure that we come up with the right numbers to show to the market at the right time. Thank you for your question.

Our next question comes from Mr. Jaskaran Singh from Goldman Sachs. There are 2 questions. Question number one, would there be any negative impact on capital ratios of Banco Davivienda? Number 2, what's dividend policy at Banco Davivienda, and any potential changes following this restructuring?

Thank you, Jaskaran, for your questions. First, we are seeing a slight positive impact on capital ratios once we go through a transaction. Just to give you an idea, we are expecting Banco Davivienda CET1 at around 11.4%. And once we go through the consolidation, the pro formas that we've gone through show us that it will be around 11.5%. So there's around 10 basis points gain based on the fact that the operations that are coming from Scotiabank come with a level of leverage that is a little bit lower than the one we have, but they are very similar. So I guess, in summary, it's going to be practically the same level of capital. So there's no stress -- additional stress or pressure on Banco Davivienda in terms of capital. In terms of dividend policy, we expect to return to our 30% -- around 30% dividend policy payout ratio, anywhere from 30% to 40%, which is the traditional dividend payout ratio that we've had in the past. During the last couple of years, the numbers have been different. We haven't had any dividends paid because of the cycle, the credit cycle that we were going through. But now that the numbers of the bank are coming strong, we see that we can come back to the traditional dividend policy, which, in our view, will be the same going forward once the integration goes through. Thank you, Jaskaran, for your question.

Our next question comes from Mr. Hugo Beltrán from Acciones y Valores. His question is, what would be the final estimated share participation of Grupo Bolivar in Davivienda Group?

Thank you, Hugo, for your question. Grupo Bolivar will remain the controlling shareholder of the bank. If you look at the common shareholders, it will have a controlling stake on Banco Davivienda. That will not change. There's a dilution, of course, for the 20%. So Grupo Davivienda overall, including common and preferred shares, will still be close to 50%, anywhere around 50%. But in terms of the common shareholders, Grupo Bolivar will be clearly the controlling shareholder. Thank you, Hugo, for your question.

Our next question comes from Mr. Pedro Floriani from Schroders. There are 2 questions. Question number 1, can you please detail the financials of Scotia assets? And what are the largest opportunities to extract synergies? Question number 2, is it possible for BNS assets to reach a similar level of profitability of Davivienda stand-alone assets? Or is it the lower ROE of the Scotia operations compensated by a potential lower cost of capital?

Thank you, Pedro, for your questions. In terms of the assets that we've described through the presentation, the total operation brings about COP 52 trillion in new loans, equity of around COP 6.6 trillion, which represents anywhere from 30% to 35% of the numbers of the current Davivienda numbers. So it's a significant increase in size for Davivienda. The largest opportunities to extract synergies are -- we have seen synergies both on the cost side and also on the income side. On the cost side, there are duplicated structures on technology. We see an opportunity to have technology savings, as well as physical assets that we can also reduce in terms of a streamlined operation. So we see a lot of opportunities on the cost side. But also on the income side, we see opportunities on the SME market in which Scotiabank Colpatria in Colombia, for example, has a significant number of customers that -- due to the risk appetite from Scotiabank, the level of loans disbursed to these customers is low. We believe that there's an opportunity there. So, on the SME market, there are opportunities. At the corporate level, we also see that with the backing of Scotiabank from New York and Toronto, we see opportunities to offer the corporate customers solutions that go beyond what we were able to do in the Colombian operation. The fact that there's also a referral agreement in which we will be providing access to those customers to the capabilities that Scotiabank has internationally is also a source of value for Davivienda. In the wealth management sector, we see also opportunities there in terms of new synergies and new business opportunities that will come along. In terms of the BNS assets reaching similar level of profitability at Davivienda, we see that happening. When we look at the numbers in terms of, let's say, the Colombian operation, the Colombian operation has very good numbers in terms of NIM, in terms of cost of risk. They're very similar. Their cost structure is heavy. So we see that the underlying value generation capabilities of the BNS assets is there. Our goal is to be able to extract that through a capture of synergies on the cost side. So we see an opportunity in a couple of years to actually bring the profitability of those assets to a level of Davivienda at this time. In terms of lower ROE of Scotia operations, I'd say it's not a matter of a lower cost of capital. What we see is just a matter of increasing the profitability of those assets through the capture of the synergies. Thank you, Pedro, for your question.

We will now move on to our next question by Mr. Daniel Mora Ardila from CrediCorp Capital. There are 3 questions. Number one, could you please provide more details on how the synergies and integration costs will be phased in over the years? Of the COP 600 billion to COP 700 billion in integration costs, what percentage will be incurred in 2026 and 2027? Number 2, could you give us the same information regarding the synergies? I want to understand how the ROA will evolve before fully consolidating both operations? And number 3, what happens to those shares that do not move to Davivienda Group? Do you expect to make further share exchanges in the future? Will those be under the same 1:1 ratio?

Thank you, Daniel, for your questions. Regarding the first question in terms of the synergies and integration costs, basically, what we're seeing is that next year, 2026, will be a year in which around 60% of the integration costs will be phased in. And that, basically in our numbers, offsets the synergies that -- the partial synergies that will be captured during next year. So we expect next year to be a neutral year. It could be actually a negative year in terms of having integration costs higher than the synergies, the partial synergies that will be captured during the year. And then for 2027, our expectation is that most of those integration costs will be behind. So there will be around 30% of that number. And the synergies -- we should be around 70% of the recurring synergies being captured in 2027. And then, for 2028, most of the integration costs, if not all of them, will be already covered and close to 80%, 90% of the full synergies will be captured by that year, by 2028. In terms of information regarding synergies, I already mentioned the impact and the sources of synergies based on technologies, our physical network, duplicated processes, and those are like the main synergy sources on the cost side. Of course, I already mentioned some on the income side. In terms of the shareholders who do not move to the Davivienda Group, we are not expecting any further share exchanges in the future. What we're going is through a process, a very careful process in which we're reaching out to all the existing Banco Davivienda shareholders to make sure that they have the opportunity to move up to Davivienda Group. As mentioned before, we see the rationale for moving up very clearly. The existing controlling shareholders have already moved up. But we don't see any new share exchange programs in the future. Thank you, Daniel, for your question. And let me just add that you have to take into consideration that the liquidity will move up to Davivienda Group shares. Thank you, Daniel, for your questions.

At this point, there are no further questions. I want to turn the floor back to Mr. Javier Suarez for any closing remarks. Mr. Suarez, the floor is yours.

Thank you, everyone, for being part of this call. We are very excited with this new structure. It's more than 5 decades of continuous transformation in Davivienda with a clear purpose, which is to enrich life with integrity, which is our higher purpose. We believe that we are on the right track to consolidate the operations. Of course, we're still in the process of getting the final authorizations from the Colombian superintendency. And with Davivienda Group, we are -- it's not a new story, it's just a new chapter in our journey that has consistently demonstrated our ability to adapt, evolve and lead across the markets we serve. Thank you very much for being part of this call and also for your trust and continued support throughout this process. And we expect to -- expect you to join us for this Davivienda new phase. And in a couple of weeks, we will be having our third quarter results call, in which we will provide more information on the numbers that are coming -- how the numbers are coming in the operation this year. Thank you very much once again for being part of this call and this Davivienda story, and a good day for everyone.

Thank you very much. Ladies and gentlemen, this concludes today's management call. Thank you for participating. You may now disconnect from the call.