Lion Finance Group PLC (BGEO) Earnings Call Transcript & Summary

Hello, everyone. Welcome to Bank of Georgia Group PLC's conference call with investors and analysts. My name is Nini Arshakuni, I'm Head of Investor Relations. And I'm joined today on this call by the Group CEO, Archil Gachechiladze. We are holding this call in relation to the proposed acquisition of Ameriabank that we announced earlier today, and I'll hand over to Archil who will start with his opening remarks, and afterwards, you will be able to ask questions. Thank you. And I'm handing over to Archil.

Thank you, Nini. So we have very good news this morning. As you saw in the RNS announcement, we have signed an acquisition -- signed SPA for the acquisition of Ameriabank, which is the leading bank in Armenia, which is next door to Georgia, obviously. And it's a very strong franchise that we've agreed to acquire at 0.65x book, and more importantly, 2.6x P/E. Let me open the presentation and walk you through the main terms of the transaction and the rationale as well as the indicated time line. So as I said, this is an acquisition of 90%. 10% will be acquired by EBRD, where we have a put-call option agreement after 3 years' time at a pre-agreed yield. So the acquisition is at 0.65x, which we believe is a very attractive price, 2.6x based P/E based on the October -- end of October NAV. So we are benefiting from a few months after that as well. It's 100% cash transaction and no dilution to BOG shareholders. That is an important note, which I hope was evident from the announcement. What we really like is that Armenia is an attractive market, and more about it a little bit later on in terms of the prudently managed macro environment with good growth, trajectory as well as the expectation by IMF and other players of the market to grow at mid-single digit. Financial impact is going to be very positive. So it's accretive because we are doing it with our own equity, that's about 22% net income to our historically speaking if you look at 9 months, which is what we are disclosing the audited of 2023. It's about 22% additional net income. What's very important also is that given our strong capital position, we are not changing any of our dividend or capital distribution policy. So we have historically done dividend as well as share buybacks, and have indicated so and we are not changing the policy. We are planning to close it in March of this year, so next month. 14th of March will be the AGM date. I see Robert Sage has his hand raised. Robert, if you don't mind, I'll go through the presentation and then we'll have Q&A. So in terms of what the bank is, it has 20% market share in terms of loans, it's #1. In terms of the deposits, it's #2, but very closely followed -- it's basically the same size alongside the other competitor. 1,800 employees, 420,000 customers, about $2.5 billion of assets and about $0.5 billion of shareholder equity. Net income reported -- so these are management numbers, obviously. Not yet audited, but the management numbers. Last year, net income was $117 million. This is highly profitable bank with almost 25% return on equity. It's top-of-mind bank in Armenia. Many of you may have heard already about Ameriabank. And it's a very good institution that we are honored to have a chance to unite, and we look forward to more development and growth. In terms of the rationale, as I mentioned, Armenia is very similar to Georgia in many ways and we'll see on the next page we'll have side-to-side comparison with slightly less banking penetration than Georgia has, so that means attractive growth opportunity. We really like the fact that Ameria is a top franchise in the country, very well recognized and well known with a very good management. And we are retaining the management there, which is another positive of this transaction. Acquisition allows us to increase the scale, but more importantly, it allows us to tap the growth opportunity in Armenian market, where the market share there is 20%. Here, where we are, we're just shy of 40%. So it's not possible to grow much more than that in terms of the market share in Georgia, but more can be done in Armenia. Obviously, the fact that we are doing this with our internal capital without any dilution adding 22% to lower net income historically speaking, that is a significant attractive opportunity, especially attractive valuation. So a few words about Armenia and Georgia side-by-side. So 3 million, 2.7 million. In terms of the nominal GDP per capita, it's exactly the same, so $6,600, $6,800 and that's historic. This year, we're probably looking at $8,000 both countries. Exports and imports are similar. The FDI has been less in Armenia historical, although 2022 -- this is an average of 5 years, but 2022 was about 5%. In '23, 3 quarters is about 3%. So FDI is increasing. What's very good is that inflation targeting and the local currency has been very good. So local currency has been broadly stable. Inflation targeting works very well and there's very good discipline of our -- fiscal discipline in the country. So very single to Georgia in many ways and slightly better managed in terms of the inflation targeting, in fact. So when you look at the historic growth numbers over the last 10 years, Georgia and Armenia have been one of the top growing countries in the wider region. And when you look at the IMF expectation of growth for Armenia, it's 7% for this year, but then going forward, it's 4.5%, 5%, which is exactly the same for Georgia. So in many ways, similar to Georgia. Banking assets have grown by about 19.3%, so about 20% in constant currency. As you can see, loans-to-GDP is slightly less than Georgia's, 61% versus 49% so one of which is 49% so we want to grow that little by little over time. So that means our expectation would be there would be higher growth in Armenia. Also, you can see on the next slide where we have the list of banks that the top 3 banks only have 43% there. Obviously, we believe that for the size of the country, it makes more sense to have more consolidation there. So there's more growth opportunity there. As you can see in loans, it's a strong leadership position. And in deposits, there are 2 very similar players there. So these are numbers -- historic numbers that are giving you an idea of what the growth has been. They are not -- so the right numbers here are based on the preliminary IFRS results by the company, while the left side has been restated according to our policy. And there were slight changes to the policy there, so that's why we're not comparing it directly, although if we took their management numbers you can see that the loans have grown by 30% last year. Deposits have grown by about 12%. In terms of the net interest income, has also grown [ about ] 48% year-on-year for 2023. And net fee and commission income, there's a slight difference where they don't -- they account some of the fee expense differently from ours. They put it in other expenses instead of fee expense. So that's why it's not directly comparable. But if you compare with -- to our management numbers, we would look at a 54% growth in net fee and commission income. So very strong growth. There's an FX decrease of 36% that's [ future ] reflected that had very good margins of '22, very similar to Georgia. So you can see that this is in lari terms. So as I said, $117 million. In terms of return on equity, it's about 25% as we covered. We see plenty of opportunity, although it's a very strong brand and a very good management. Just a few words about the management. This is the management that has taken this company from under 1% market share 15 years ago, so from 2008, to leadership position over these 15 years. And I have to announce that we feel that the fit is very good, the chemistry is very good and the management has agreed to stay on. And we believe that this is the management that will carry on with growth and we can only strengthen it with our experience. So what we see here is that the number of individuals -- individual customers is about 400,000, while we have 1.7 million. So we have 47% of population with our customers. They have 15%. So there's plenty of organic growth there. In terms of digital. Monthly active users as a percentage of customers, we have 73%, Ameriabank has 34%. So there's more that can be done there in terms of strengthening their digital capabilities and delivery of different products in the channel and so forth. So you can see as well that in terms of number of digital transactions, 48%; in our case, 63%. So there's plenty to be done in terms of retail, especially on digital front as well as on the SME side. In corporate, I think they're doing an excellent job. In other -- in retail and SME as well, they did very well, but there's more that can be done. So you can see -- if you put for 9 months of 2023, we can see that our -- in terms of loans, assets and deposits, this is how it would look. So it's about 30% there. In terms of net income, it's about 22%. Here we find that our return on equity is high at roughly 30%. So to summarize, this is immediately EPS accretive. It's 20-plus percent of net income. There's no dilution to the shareholders. There's no change to the capital distribution policy, the dividend or the share buyback. In terms of the capital ratios, it only has an effect of 1.1% on our buffers. The reason being is that we had some external capital sitting on the multiple level that we deployed in this transaction -- or will be deploying in this transaction, which is BOG supported. So looking forward, we see 10-plus percent growth, in Armenia probably higher. But overall, we see 10-plus percent and highly profitable group with 20-plus percent return on equity. We also see that there will be a one-off gain of roughly $200 million from the transaction given the difference between the fair value and the transaction value. So there will be a one-off as well. So this is a Class 1 transaction, conditional, among other things, on your approval -- on shareholders' vote and the Board unanimously recommends the vote in favor, and we expect completion to happen in next month. So I think we covered most of this already, but just to summarize, a very strong rationale because we think that it's next door, very similar to Georgia. Strong management. It's highly value accretive in terms of earnings per share. No dilution, no change to the capital distribution policy. Very limited impact on capital ratios. And we think very good growth prospects going forward. So on this, I will stop and open for the questions. And please, Nini.

[Operator Instructions] And I'll let Robert Sage ask his first question.

Yes. I've got 3 questions, if I can. The first question is this looks a very good deal to me and I'm very positive about it. I guess my question is, why did the owners of Ameriabank agree to terms that look to be very advantageous to you? My second question is that looking at your commentary around earnings accretion, I was wondering if you could give an indication of what earnings you're currently making on the surplus capital that you're going to be using to actually finance the acquisition? Is it the refinancing rate or is there some other maybe lower sort of interest you're getting there at the moment? And thirdly, just briefly, it looks as if this business is fully scaled, up and running, highly profitable. Will there be anything by way of restructuring charges or maybe enhanced investment spend going into that business in the future?

Thank you, Robert. So first on the price. So we started this negotiation in early summer of last year. And I have to say that this is the largest transaction in terms of a single equity check that has been written in Armenia, as far as I am aware, at least. It's not easy to have a liquidity of $300-plus million in Armenia. So it's not easy to do that. So I think given the -- given our strength and the scale, I think we're in a very good position to negotiate. So hence, the price. In terms of the earnings, so we have plenty of liquidity, as you know. So we can say that something that we'll be missing out will be the refinancing rates that we used to make on this capital. This is a pretty good estimate in terms of what to expect going forward. Regarding the restructuring charges, no, we've done a thorough due diligence and we don't expect any major charges going forward. So we like what we see. It's disclosed in detail, in the documents, that we either got or will be getting very soon in terms of circular and so forth. So it looks good. We like what we saw. We like the management. We like the franchise. We like the service orientation of the team there. So I think we will be uniting together to -- for the better future, so to say. So all good would be to say. Thank you.

Thank you, Robert. The next question is from [ Stephen from Barrett ].

Congratulations on the deal. I had a couple of questions. I was wondering, have you been looking at Armenia as an opportunity for some time now? And I mean you articulated really well that you're essentially buying what is a very profitable business today, but could you talk to the know-how that you could bring to that business from Georgia and from Bank of Georgia, particularly with regard your strategy and how that could enhance the profitability of Ameriabank in the medium term?

Yes. So we believe that it's a top franchise. It's not just we believe, it has been confirmed by third-party marketing agencies that they are the top-of-mind bank. It is very well known that in terms of the quality of services and so forth, they will stand out. I think although it's the leader in mortgages as well as in corporate, there's more to be done in terms of providing other services and other products, digital products, to the retail customers to increase the daily usage of Ameriabank application as well as other digital payment methods and so forth. And this is what we have done over the years in Georgia and have done it very successfully. But having said that, it's not copyable just directly. I think the approach is not copyable. So the management there will do it. It will not be done in 3 months, but in a couple of years I think very easily. How does that translate into the numbers? It's difficult to say, and I'm in no position to provide guidance there. All I can say is that in the longer-term future, the banks that are -- the daily usage banks are the ones that will be in a very good position to be the intermediaries of the future, and I think we are very well positioned for that and Ameriabank is very well positioned and will increase its services going forward.

Thank you, [ Stephen ]. The next question is from Henrietta Seligman.

And it looks like a great acquisition. I had a few different questions. The first is just about competition in the market and the industry, could you just talk a little bit about the industry profitability? And then secondly, although the market share of Ameriabank is not as high as Bank of Georgia in some of those key areas you've identified, it is still quite high for a market with 18 banks. And I was just wondering, if there are any constraints on the market share going forward from some kind of competition authority in Armenia? And then the second main line of questioning is just on the capital ratios of Ameriabank and how much growth they will allow in the future? And I also note the loan-to-deposit ratio is above 100%. Will you have to inject any capital into the bank going forward? And then could you also just comment on some of the, I guess, Russia risks because Armenia is closer to Russia than Georgia, and Georgia has made statements about being compliant with sanctions and so on. And I know there is something related to the -- one of the shareholders on that as well.

In terms of the competition and the profitability of the industry, it's more fragmented. So it's slightly lower than Georgia's historically speaking. I mean, last couple of years, obviously, they have benefited from a lot of capital goods and other things that are avoiding the Russian corridor, transportation of Central Asian stuff coming in as well as investment and so forth. So the last couple of years, profitability has been above the average historically, which is the case for Georgia as well. In terms of the growth, given the fact that they are leaders on the market, we don't know if we will be allowed to acquire small banks there in the future. We hope so, but we cannot count on it. But in terms of the organic growth, we don't believe there's any limitations there and none has been indicated to us. So we would love to see more growth in the overall market there and to see this -- the market share growth from the current, let's call it, 17% to 20% to roughly 25% to 35%, depending on how things go. We would like to grow profitably obviously. In terms of capital ratios, yes, I mean, they don't have as big of a buffer as we do. Having said that, it's a highly profitable bank, generating about 25% return on equity. So that can be deployed there. So that, we can sell finance. We don't expect to be injecting any equity unless we really see this even more profitable growth opportunity that need it, but no plans right now at least. And going forward, we also see that there is some [indiscernible] capacity there that can enhance the capital structure and provide more growth opportunities above the 20%, 25% that can be sustained by the organic growth itself. So that's, in short, on the capital side. On the Russia risk, so it's clear that Armenia has been more pro-Russian historically. Having said that, the last few years, as you are well aware, the current government has opened the door for more Western participation. We have seen some Western companies, media, Adobe and some others establishing back offices there, hiring thousands of people, IT specialists. By the way, Armenia has a very well -- vibrant -- let's say, well-developed, vibrant IT population that is IT educated, so good programmers and so forth, and it's a very attractive place for those offices. We also see some investments going -- Western companies going into the mining sector as well. And if this transaction goes through, this will be the largest Western investment in Armenia, which is also a sign of some of the things that are developing there. So I think, yes, you've seen it more pro-Russian, but it's definitely opening up the options right now and this is what we are seeing. Geographically speaking, obviously, we're closer to Russia than Armenia. Having said that, politically it has been different. In terms of the sanctions, we have done a thorough due diligence on that side as well and we are completely comfortable that the sector, and more specifically, the bank itself has followed the Western sanctions and we're comfortable with the policies and procedures that are in place there and have been pretty good. So it's no different in many ways there. So we are comfortable with all of this, and we believe that it's a very good transaction. Regarding the minority shareholder, almost half -- slightly less than half. He went to politics 2 years ago. Since then, he's been looking for liquidity opportunities for the bank. We've done also thorough due diligence on that side, including a number of advisers and that we're comfortable with this transaction. That's why we are going ahead.

Thank you very much.

Thank you, Henrietta.

Archil, we have a couple of questions in the Q&A chat as well as few raised hands. So to balance that, maybe we can read?

So I'll start with the -- what we see in the Q&A chat. So what measures will be taken to assure compliance with anti-money laundering and other customary regulations? We are already comfortable with what is there. And if it needs strengthening to our standards, it will happen. So it will be a same standard basically. How does Bank of Georgia intend to uphold corporate governance standards throughout the acquisition process and subsequent integration? I don't know what specifically do you mean by upholding the corporate governance standards throughout the acquisition process. But all I can say is that Ameriabank has been an outstanding example of good corporate governance in Armenia. They've always prided themselves with it. They've had EBRD and [ ADB ] present on the Board as well -- not only shareholder, but on the Board for years now. So we are comfortable that this will be the process there. So the next one is Victor Erch. Could you elaborate a bit -- oops. Would you elaborate a bit on negative goodwill coming out of this transaction? Given you are buying well below the book nominally, there is a large [ posted ] one-off record in P&L and capital. That is exactly right. The -- my understanding is that it's the difference between the fair value and the transaction price that will be registered as other income -- one-off other income in the first quarter, assuming this transaction goes through. Fair value exercise is being done by PwC. The final number will be available shortly. But if we assume that this will be around book, and it could be slightly more, then we are looking roughly at $200 million one-off income. This will appear in the first quarter. It'll go directly to capital, obviously, with the tax free since there's no taxation on, I would say, goodwill. Anonymous attendee. Can you share some insights on branding for Ameriabank post acquisition? Will it operate as a stand-alone entity or its own brand? Absolutely. Ameriabank is a very strong brand locally. It's very well respected and loved by many customers. So we have no intention whatsoever of changing the brand name. In fact, one of the good things about this acquisition is the strength of their brand name. So definitely, we'll keep the name. It will remain as a separate entity with Board and management and so forth. And in terms of some of the group controls, this will be developed over the 2024, namely, regarding liquidity, capital, risk and legal. Hello. What is your view in probability of this acquisition approved by Armenian regulator, the CBA. Thank you. This is Alexandr Fando. So we -- Armenian regulator, obviously, is well aware of the transaction, of the structure, our intentions and so forth, we have had -- in principle, we have felt very good support and I have no reason to expect any negative coming from that side. In fact, vice versa. So we hope this will be a smooth process, but it's not done until it's done. So -- but our expectations are good. Luca Franza. Apologies if already asked, I joined later. Why they are selling so cheap and [ currently yield ] on the excess capital used for the acquisition? Yes, Luca, that has been asked. In fact, the reason for that is that it's a large ticket for Armenian market. So to be $100-plus million in a single ticket is not easy to digest. Plus, it's a leading bank. So obviously, for the regulator, it was important to see that there's either a strategic interest or knowledgeable investor. So given a number of limitations, I think we are in a very good position and that resulted in a more attractive price. Stephen Gorelik. Is there difference between the tech stack between 2 banks? And are you planning to merge the 2 systems together or will you keep them separated? So yes, there are differences given some of the coverage of retail population that we showed in side by side. As you can see, we have had very good progress there over the last few years. We believe those are some of the benefits that we can bring into this transaction. The tech stack will remain separate. But having said that, I think the approach is in terms of how we measure and how we manage the customer satisfaction by product and by channel and how that is then translated into the priorities. So the number of changes that are being rolled out as well as some of the technical things that we have developed in our app, those will be shared. But it's not going to be merged because these are 2 separate legal entities, 2 separate banks and so forth. So they will be separate, but there will be a lot of sharing and advancement going forward. Another question from Steve is, what is a Ameria's cost/income ratio? And how does it compare to BOG's? Is there significant room for improvement there? So it's about 40%, if I'm not mistaken. And do we believe there's room for improvement? I think so, we're scaling up. And other than that, we are -- this is not a transaction where we believe that there will be any cost synergies or anything like this. In fact, going forward, we intend to develop the franchise further. But as I said, the scale here will allow for better economics going forward, but this will take time.

Archil, we have couple of raised hands from our analysts. So maybe I'll -- they've been waiting, so maybe I'll let them.

Because there are too many anonymous attendees that are asking questions.

James Hamilton has had his hand on for quite a while so I'll let him ask some questions.

I was just wondering if you...

Yes? James, you are on mute now. Could you unmute? Yes.

Okay. Sorry. All this new stuff of Zoom only just landed, hasn't it? I would like to ask about growth, please. Could you chat a little bit about your growth ambitions in Armenia? Is it the growth of the overall marketplace? Do you anticipate taking market share? Do you have products that you -- successfully in Georgia that can be transported across to Armenia, and just general sort of aspiration for growth. And also related to growth, I mean, clearly, you mentioned the market is very fragmented and I know you've already been asked about consolidation. But my interest there is not so much if the regulators can do it -- allows it, but it's more in terms of the financial metrics. I think clearly, the price you paid for Ameriabank is very low. I was just sort of wondering, does that sort of set a very high hurdle for any further M&A deals? Or would you be happy with just anything that brought to your target returns of in excess of 20%?

So we are happy with the leadership position that Ameriabank has on the local market. We believe that we can grow organically. There's sufficient profitability in the company that they can finance their growth as well as more capital structuring enhancement that can follow. So this is a bank that can sustain 20%, 25% growth per year, which would be fine. So we don't need to grow much higher than that. It's a larger bank locally there. So we'll see. In terms of the small acquisitions, we will remain opportunistic, but we are not counting on it. In terms of what products we'll be rolling out, it's not the products themselves that are lacking there, it's -- I think the way of delivery can be better in terms of the digital delivery. So that, I think, together with the Ameria management, we can enhance and that's where we definitely think that we can bring the volume. Nini, is there -- could you bring a couple of those who've raised hands and then we will go with the Q&A in...

Yes. So we have the next question from Can Demir from Wood & Co.

And congratulations on this deal.

I'm glad to hear that, especially after your comments that you wrote a few days ago.

Okay.

Being neutral until you knew the price. So now you do. So I hope that you'll...

Yes, exactly. Exactly. There you go. I think it's a good price. So congratulations on that. And maybe approaching the bank from the profitability perspective, I mean, where do you see the run rate ROE of this bank? I know the ROE went up quite a bit in the past couple of years. But I mean, in your mind, where do you see the run rate when maybe the rates in the U.S. normalized a bit and maybe the cycle worsens, how do you see it?

A lot depends on many other things. So in terms of what we would like to see, I can say that we would like to see the daily banking intermediation leadership in that. So whatever we have rolled out as a strategy a few years ago in Georgia, applying same logic there. I think if it's done properly and successfully, then this could be 20-plus sustainable. But for that you need slightly more scale and better digital delivery. So -- but given those, then I think it's -- you can sustain it. But I think scale advantage means a lot in these markets. And as I said, this is the management that has taken this bank from 1% to 20% in 15 years. So you don't need to do it overnight, but I think this is the management that can take it further with our support, obviously, wherever we can. But it's a top franchise and with a little bit of tweaks and development, I think sky is the limit.

Okay. Okay. And also maybe following up on Victor's question. So there is this $200 million other one-off gain, but I guess the bulk of it falls into the PLC's P&L. And I'm not sure how it works for the Bank in Georgia, though. I mean...

[ It doesn't reflect here ].

Okay, okay. And the capital hit comes from what exactly? I mean, I know this is a very basic question, but just to understand the math behind it?

So we invested some money from the holdco, some money from Bank of Georgia. So wherever we invest in Bank of Georgia, that's the capital one-off gain.

But it also takes an asset on its balance sheet, right? I mean, it won't consolidate it probably locally.

You mean Bank of Georgia? No, it will not consolidate.

Okay. So it will spend roughly $90 million.

About 60% is invested from the holdco and 30% -- not in terms of cash. But in terms of the shareholding, it's 60-30, but it all washes out in terms of consolidation. It doesn't really matter.

Okay. No, no, I was just wondering where the capital hit comes from to the Georgian Bank?

We could dividend it out some money to the holdco, so there was enough cash to invest from there and then we must [ have ] the rest from the bottom here, from the bank. So that's [ the same ].

Okay. And the stake probably has a higher risk weight that kind of thing probably?

There's much higher risk weighting on such investments. Several times, I remember [ those ], so basically. And then dividend is dividend.

Thank you, Can. We have one raised hand from the phone number, which I'll let them speak. Hello, if you can hear us, please introduce yourself as well.

Sorry. It's Joseph Dickerson from Jefferies. You've answered most of my questions. I guess to follow up on one of the prior questions. How long have you been following this bank closely, and what prompted the timing? I think you've alluded to it, but any color there would be great, and everything else has been answered besides that.

We have been following Ameriabank for decade and a half because they have been one of the active participants of Armenia and have been always attending our investor meetings, annual meetings. So we've had good relationships with them. But in terms of this transaction, the discussions and negotiations started early last year summer. So more than 8 months now. What prompted it was opportunistic. So basically, we've scanned a lot of different countries and we thought this was a good opportunity and most of the investors are agreeing now, which I'm glad to hear. But I definitely put a lot of value on the leadership position and the franchise of a bank as well as the scale in the market. So it's one thing to buy #15 player and it's another thing to buy #1 player. Also when you feel that you are comfortable with the corporate governance, when you feel comfortable about the risk structures and so forth in the bank, those all very positive. So we liked it and here you go. Hello? Nini, should I -- maybe we can do a few questions. So this is Parth, is asking can $200 million one-off income be distributed as dividends? Are they distributable profits? That's a very interesting question. It's a one-off -- noncash one-off. It's not cash profit. It's difference between what is paid and the value according to the IFRS approach. So it's difficult to answer this question directly, but I would probably say no. But there's plenty of other profits to be distributed if we wanted to distribute more. So there's no limitation there. I hope that answers the question. Knara Ghulyan. Are there any circumstances that your group might consider divesting Ameria or part of its business in the future? That's a very good question. We believe that owning the #1 bank there is a big step. Are there circumstances? There could be circumstances, but not that I can foresee right now. Anonymous attendee. Are there any limits imposed by the regulator on dividends that you can take from Ameriabank and what are the plans for dividends? We don't -- there are no limitations on dividends whatsoever. So that's pretty open on that front. Having said that, I think the growth opportunities in Armenia are very good. So we will deploy capital where we see the most value accretive. And as I said, I think Armenia presents itself as a very good growth opportunity. Anonymous attendee. Do you have a long-term exit strategy, IPO, for example? This is anonymous again. No, we don't. In fact, we think that we are in this business. This is strategic. So we're #1 in Georgia, #1 in Armenia now. This -- we don't intend to IPO this separately. We are already present on one stock exchange. So we don't intend to divest it or exit it. Luca Franza. Sorry, quick follow-up. So all considered, what sort of EPS accretion we expect from the acquisition? For instance, taking 2023 as reference? So in denominator, if you took end of -- oh, I see, so 2023, so all in all, this will probably result in about 20-plus percent of additional net income probably, roughly speaking. Having said that, I think the denominator will be buffed up by the extra $200 million, the one-off gain. So that's why I think will then be leveled out. But all in all, I think without issuing any new shares, without changing our capital distribution, this should add more than 20% of income to our bottom line. Nini, could you continue with the raised hands?

Yes. Stephen and Joseph have had raised hands after they asked their questions. So I'm not sure if they have another question, but we can just try.

Well, let's try. Stephen.

Stephen, do you have any other questions?

No other questions now.

Thank you. Now I'll ask Joseph. Joseph, do you have any additional questions for us?

Doesn't seem so. Well, I can summarize that this is a transaction where we're stepping into a neighboring country, which has very good fiscal discipline, which has very good monetary discipline and a historic demonstration of good inflation management. It has inflation targeting and the national bank there has been doing a very good job keeping inflation low. The country has demonstrated very good growth of average of 4.2% over the last 10 years, including some of the bumps on the way. And there, we're looking at acquiring a local leader, a bank that is very well known locally there and is well known to some of the investors as well, some of you. This is a bank with good corporate governance, with excellent management, management with proven track record of taking this company from 0 to a leadership position over the last 15 years. And I think this is a very good opportunity that we have been presented with. And going forward, we see more growth opportunities on retail, digital and some SME as well. So in all of this, we believe this is an excellent opportunity. The Board unanimously recommends the approval. The AGM will be on the 14th of March. And assuming this goes through, then we'll be closing a couple of days after that. So with that, thank you very much for your interest. Oh, by the way, anonymous attendee is saying, who led the transaction. Was there any major investment bank involved? Yes, JPMorgan was the adviser. Baker McKenzie was the law firm. [indiscernible] was the sponsor. Am I forgetting anybody? Auditors, EY and PwC. And Luca Franza says, congrats. Well done, your stock is too cheap. Well, that's an opportunity for you. So thank you very much, and we look forward -- by the way, next week, I will be in London visiting some of the shareholders. If you would like to listen to in-person presentations, and there will be CEO of Ameriabank and myself together -- not CEO, sorry, the Chairman Andrew Mkrtchyan and myself visiting and presenting the rationale of this deal. If you are interested to listen in, attend the in-person meetings, please be in touch with our IR and we'll do our best to accommodate the schedule. This will be Wednesday, Thursday of next week. So the dates will be 28th and 29th. And with that, thank you very much.

Thank you, and see you next time. Bye.