MONETA Money Bank, a.s. (MONET) Earnings Call Transcript & Summary

Dear ladies and gentlemen, welcome to the conference call of MONETA Money Bank. At our customers' request, this conference will be recorded. [Operator Instructions] May I now hand you over to Tomas Spurny, who will lead you for this conference. Please go ahead.

Good afternoon, ladies and gentlemen. This is Tomas Spurny speaking. I will be referring to the presentation that we published on November 19. It's available on our investor pages on the web, and entitled, Proposed Acquisition of Air Bank Group and Related Proposal for Capital Increase. And it is subtitled, supporting material for the general meeting that we plan for 20th of December. The presentation deals with an update of the proposed acquisition. So if you allow me to go into first section for a little overview of events. What we tried to do, I'm on Page 3, and what we tried to do is summarize the merit of the proposal. Management of MONETA believes that the acquisition of Air Bank proposed creates potential value for shareholders. This is from several aspects: customer base, size, liquidity, economy of scale, efficiency and so on and so forth. We try to structure and negotiate the transaction to include full protection of minority rights. So based on the feedback we received from June, we try to structure it in a way to respect the preemptive rights and, hence, enable shareholders to decide what happens next. We also sought to create a backstop for both the capital increase, and through potential mandatory tender offer, should one come. So the transaction includes undertaking by PPF to underwrite the second round of the capital increase should there be any remaining shares in excess of demand from the shareholder base. And we also, throughout the presentation, tried to comment on the potential tender offer, what are the legal requirements for such to take place. And secondly, we've negotiated PPF to make public statement, both in the letter issued to us and as a part of the undertaking that the minimum price they would offer would be CZK 90 per existing share. This actually translates to CZK 94, if you take into account the potential premium between the first and second round. On Page 4, we try to summarize the events that led to today's, let's say, to the proposal that will be considered by shareholders on the 20th of December. I will not go through this, but as there is at least one shareholder who asked us to abandon the negotiations. We basically follow the following policy. As we've invested a lot of time and resources into this endeavor, we would like to find closure. So we also comment this management to abandon the plans should we not receive the required support. On Page 5, through our investment advisers, we try to see that -- we try to show that clearly, the banking sector and Central Eastern European banks have revalued from perspective of earnings per share, expectation from perspective of return on tangible book value and from price to book value. And here, we try to represent how -- what constitutes our understanding what happened in the wider European banking market. On Page 6, we try to provide clear representative analysis of how MONETA has fared in the capital markets. The closing date here is November '21. We benchmark MONETA against Komercni banka and we also benchmarked MONETA against the average of Central Eastern European banks and against the euro standard. This analysis shows that although we had a strong appreciation of our stock value, we are somewhat lagging behind both the CEE index as it went against Komercni banka. On the following page, we however, also show, on Page 7, that MONETA enjoys and had enjoyed during past 12 months very strong valuation in terms of price to earnings multiple and in price to tangible book value multiple. Based on our analysis, which was externally done, we enjoy the second highest relative valuation from bank to tangible book value after OTP. So we hold #2 place. So from our perspective, this somewhat remains the potential for further appreciation perhaps. On Page 8, we summarize our understanding of the broker 1 year out prices, which range from the highest CZK 109.7 per share by Komercni banka down to CZK 75 by Fio Banka, which has an outdated forecast. So from this perspective, the simple median is at CZK 95.5 and the valuation of the median has quite substantially increased from CZK 82.7 when it was issued in the previous period. So on Page 9, we try to summarize how we understand the economics of the situation. So effectively, the potential valuation of MONETA based on this between the floor guarantee, as if it were, by EPS and the value provided through the first and second round share offering and potential MTO plus potential dividend streams, the value here would translate into potentially CZK 100 to CZK 104 depending upon our ability to secure the dividend. On the CZK 7 that we would seek to authorize and pay, this would concern April period when we traditionally hold our Annual General Meeting. And this is anticipated to take place potentially before the realization of the 2-round capital capital increase. So these are better simplistically the economics of how we see the value that could flow to our existing shareholder base. Now that takes me in the second part of the presentation, the transaction overview. So on Page 11, is the acquisition perimeter and its ownership. This remains the same as we proposed it in the early summer 2021. And collectively, we refer to the acquisition perimeter as Air Bank Group. Now on Page 12, we try to portray how the acquisition would be financed and how we would raise the funds. So throughout last 5 months, PPF remains very adamant that the value, CZK 25.9 billion, is unchangeable. They feel that this value has actually improved based on better performance reported by the perimeter throughout the 3 quarters and through the forecast they provided to us and through the forecast they provided to the public on the performance of it. Now the financing will be 80% through capital increase and 20% through usage of the bank's excess capital. And through the first round, we would seek to issue 255.5 million shares, which is totally subscribed through the first round, with the round 2 capital raise of CZK 20.9 billion, and CZK 5 billion will be used as cash payment. Should there be a second round, we would place incrementally more. So here, we try to portray the optionality of such. Then, going clockwise, we also try to quantify what is the maximum and minimum usage of excess capital, depending on the subscription rate in rounds 1 and 2. This is CZK 3.5 billion to CZK 4.9 billion. And lastly, we comment the issuance of the shares. This would be based on the existing preemptive rights of pari-passu amongst existing shareholder base through the first round. In the -- the shares would be issued 1 new for 2 existing. Therefore, the number of issued shares would be 255.5 million for the existing 511 million. And it's structured as nondilutive, if and when the first round is fully subscribed by existing shareholders. In addition to that, in the second round, shareholders are able to participate based on published formula, which respects their demand for shares and existing holding of shares. Hence, we try to emulate the preemptive rights in the second round. And whatever excess shares could remain unsubscribed would go to PPF at the level of [ 90 ], which they agreed to guarantee -- in order to guarantee successful capital raise. So this is the profile of the transaction. It might seem complicated, but we try to emulate the rights issue, which is not so easy to do in Czech Republic. So we take to do it through a relatively easy to understand structure and this is the result of the mutual discussions. On Page 13, we try to illustrate the mechanics of the -- and time frame of the two issues. So the first issue would be organized in 3 weeks, and the second also in the 3 weeks in order to have time to execute. The anticipated time frame for the two rounds would be during the month of May, and this is a relatively aggressive schedule as we have to secure at least two key regulatory approvals. On Page 14, we try to communicate the thresholds for the approval of the transaction. So if we go left to right, for a general meeting, the minimum quorum for the meeting to be valid requires 50% participation plus 1 share. This translates from the existing share base to 255,500,001 share needs to attend either through physical presence, through proxy, or through correspondent vote. The quorum is defined in our articles of association. So there's nothing here which is out of ordinary. The approval of the acquisition requires 50% plus 1 share. So this is straightforward. Nonetheless, the capital increase or any capital related operations in MONETA require minimum of 2/3 vote, which is 66.66% of the attending shareholders. Now should there be a change of control, and we will come to that in a minute, mandatory offer is required by the controlling body. And I will try to explain what constitutes the change of control. There are two legal norms. One is Czech Takeover Act and second is Czech Corporation Act, and it depends. It's somewhat driven by shareholder decisions at shareholder meetings. And we deal with that on the following page. If you look at the change of control legislation, our belief is that PPF would be required to mandatory tender offer if it process the 30% threshold and thus acquires controlling influence over MONETA. Now the controlling influence would be defined as decisive influence over MONETA's affairs, and that is manifested through ability to appoint corporate bodies. In our case, Supervisory Board and Audit Committee. Or if it acquires 40% of voting rights, the 40% is the definite unambiguous threshold. So this is defined as clear evidence of control without, in my understanding, without need to test the influence over major decisions, or exercises at least 30% of shares, which must represent more than 50% of voting in the last three general meetings. So for your convenience, we provide the last three general meetings, where if you average the attendance, the attendance on average was 62.26%. And PPF currently holds, according to our knowledge, 29.94%. So they do not cross this test. But here, I would like to emphasize that this is a moving target. So with every new shareholder meeting, it's basically the latest shareholder meeting with the two previous meetings combined. So it's really driven by shareholder participation and respective voting. And this is how it is determined. Furthermore, our understanding of the law, and its current position is that PPF is required by law to ascertain whether it has or has not controlling interest. Should it determine that it has such, it's required to report it to the regulator and act accordingly, which means issuance of mandatory tender offer within 30 days. But at the same time, PPF has not guaranteed that it will issue such offer, and we are not able to influence that because this is a decision which is entirely in their hands. We tried to design this second round of decision-making in such way that the shareholder base is protected from preemptive rights because we understood it, we understood the feedback like that, perhaps strongly, but this is how we understood it. Hence, there is no automatic guarantee that the MTO will happen. Nonetheless, we also try to negotiate with PPF an indication of what would be the bare minimum price. And here, I would like to also point out that typically, the MTO test is 180 days weighted average price, which serves as an anchor for such offer to be made. On Page 16, we try to portray our understanding of the potential process. So on the 20th of December, we would hold the shareholder meeting and it's binary yes or no. Should the transaction be approved, we would seek to get capital increase prospectus finished and approved by the regulator by March 2022. This will be based on financial set of 2020, 2021. Therefore, this is the reason why it will take some time. Hence, if we were to obtain both the shareholder approval and the regulatory approvals, the first round would be in May. The second round would be in June. I apologize, I misspoke earlier, I said both will be in May. So I stand to be corrected here. I correct myself. The anticipated closing would be at the end of the quarter. So we would do it either on 1st of July. Should there be a delay, we would seek to do it on the 1st of October. And if we are able to do it in July, and if, there are two ifs, or more than two ifs actually, the potential mandatory offer would be launched 30 days, hence, because this is how the time frame for the MTO works. They have to first acquire the shares and then the MTO happens. So there would be at minimum 7-month period through which we would have to go through in order to accomplish this objective. In between, as I mentioned, and I would like to stress it, we would seek to add two dividend payments. One in -- approved in December, paid in January. Second approved in April and paid in May. Then, I will go, if you allow me, to the third section, which is this strategic rationale. And I will try to maybe shorten this part of the presentation as this material has been previously published. Nonetheless, on Page 18, we see effectively five elements of value creation from this investment thesis. First is scale. We would increase the bank nearly by 50%. So this would, from a scale perspective and from our view, be a transformational transaction for MONETA. We also see strategic fit as the bank historically focused on consumer lending. Historically, MONETA is consumer finance franchise, but this was discontinued by the previous majority owner. So effectively, from our view, this would help us to attain the objective of being a champion for retail and small business banking, as Air Bank Group has both profiles of customers. Thirdly, and this is becoming more and more important in the existing environment, we would secure fairly inexpensive or relatively inexpensive funding base, which consists of strong set of current account balances and savings account balances. And if you look at the Air Bank business plan, which they have published, it's one of the strengths of Air Bank, efficiency. We trust again that the CZK 1.8 billion synergy target is attainable. We have received or we have accomplished similar results with the acquisition of Wüstenrot, where we have a really good results, which is visible to our P&L. So we believe that in the inflationary environment prevailing currently in the Czech Republic, this would be certainly beneficial to our cost-to-income ratio. And based on our business plan for the acquisition, we also believe, subject to various assumptions, that the return on tangible equity could be in excess of 20%. Further to that, we project or we calculate potential for net profit in 2024 of the combined entity at CZK 8.5 billion. Based on the new number of shares and on the new set of fundamentals underlying the transaction, we think the accretion is actually in excess of 20% by -- between 2024 and 2026. And the combined business plan, which we have actually not updated, still counts on a fairly conservative growth level of the combined entity, which would be 6.7% and 5.4%, respectively, between all the loans and deposits. On Page 19, we have communicated this before, we would create a strong bank in terms of consumer lending. Hence, this is a realm, which is under constant pressure, both from yield and from competitive perspective. Nonetheless, this still remains -- this category remains the driver of MONETA's profitability and it's also evident from Air Bank Group as driver of their profitability. Now I will not go through the particulars because we have published this before, and we have had conference, at least one or two conferences on that, on the strategic phase. I would just like to maybe point your attention to one little detail, which is important in context of considering this, and that is on Page 31. Based on the diligence that we have that we have conducted in the spring of this year, we do believe that there is a strong -- I'm on Page 31, there is a strong sensitivity of Air Bank with respect to interest rate increases. So on that basis, they've provided us with updated business plan, and we think that even though the business plan projections might seem fairly aggressive in terms of increase of earnings, this is actually not unattainable as the bank has a lot of free liquidity and obviously enjoys stronger sensitivity to the current rate environment. And perhaps with that, if you go to Page 32, you can see that the combined entity would command a very strong deposit base in excess of CZK 400 billion and one of the weaknesses of MONETA lies in the relatively high loan-to-deposit ratio where we operate at 93%. We operated at 47%. And the combined entity, based on this historical data, would be at 78%. And I would like to stress that we compete against banks. If you look at the big five, we operate with loan-to-deposit ratio between 65% to 73%. So we would have a bit more balanced profile of balance sheet, which would be safer and again, benefiting from the interest rate environment. On Page 34, we reiterate the strategic fit and we try to outline that the combined entity would be from a size perspective, CZK 500 billion of balance sheet, 70% retail. It would entail customer base of 2.5 million in a country of 10 million inhabitants. So we would be fairly strong in servicing Czech individuals and households. And we would hold undisputed #1 position and profitable. And profitability enhancing consumer lending market, which is the main stage of the MONETA's franchise. And we have successfully integrated our previous acquisition of the Wüstenrot, which we had taken over in the midst of COVID pandemic. In Section 4, we have the business targets, and we would like to here, reiterate, on Page 36, that the management of MONETA, if enabled this opportunity, would like to confirm that the minimum profit target for 2022 to '26, which is cumulative, will exceed CZK 40.4 billion. So this would be our commitment that we would seek to enable dividend distributions in the amount of CZK 32 billion. In excess of CZK 32 billion, from target 2025, net profit perspective, the target will be CZK 9.5 billion, which translates into return on tangible equity, as estimated by the combined business plan, which I have said is in excess of 20%. And we would seek to deliver CZK 1.8 billion cost synergy stream and remain the integration cost of the business at CZK 2.2 billion with a current cost base of CZK 8 billion. So these are the most important targets. Now for the sake of time and to allow your participation in Q&A, so let me just comment on our other topic, which is under #5, and this is an expert opinion. Actually, if you look at Page 44, we requested on 6th of May through way before the first shareholder meeting that considered the expert valuation from E&Y. This is the so called court-appointed expert. And we have basically asked two questions. Is the opportunity unique? So this was one expert opinion. And the second expert opinion pertained to value of the Air Bank Group has to have independent view, whether our valuation is correct. So we have both of these opinions at our disposal. It took a little bit longer than we've originally anticipated. Nonetheless, with the value of estimated synergies where the total value of the business is estimated in the range of CZK 28.5 billion to CZK 35.6 billion. Without synergies, CZK 22 billion to CZK 25.5 billion. Here, I would like to say that this was based on the original business plan of Air Bank, which we procured in the spring. It has not been updated because we did not want to prolong the time period and expend additional resources on it as the environment became more conducive to value increase. We basically believe that this is sufficient to provide reasonable basis for the value, which is here. Now the valuations are available to our shareholders through the bank, subject to some conditions set to us by E&Y. On Page 45, instead of doing a full new valuation, we asked E&Y to assess the change in the environment, and we basically published the results of that assessment with respect to various factors that impact the value. Here, I would like to caution that the numbers are not additive. They can be overlapping. And this is what the expert has provided to us. So out seven of these assessments four are positive and -- I'm sorry, five are positive and two are negative. And the positives, therefore, seem to outweigh the negatives. So on Page 46, we also print a link where you can find the relevant documentation. And in addition to all of this, in the appendices to this presentation, we provide -- we republished the historical financial statements. We also provide you with a copy of the original combined entity business plan, which was not updated. As I said, we did not want to appear to make the numbers flexible and we commit to the targets. That's the previous section I referred to. And we've also provided to you with an updated Air Bank Group business plan as we have received it from the counterparty. Here, I would like to underline that we did not provide PPF Group with any updates of our future performance. MONETA provided PPF Group with the business plan, which was based for publishing our guidance, which we published in October 2020, since we have not provided them with any updates of our future performance. So if you let me just 30 additional seconds, we believe we have strong investment thesis, which is transformational to MONETA, and secures its relevance for medium to long term. The capital raise, which will finance the transaction, is designed to respect the preemptive rights as we have taken the lesson from June. Therefore, it cannot, as it is structured, guarantee mandatory tender offer. Nonetheless, PPF has made public commitments and expressed that commitment in documentation to increase the potential MTO from CZK 80 to CZK 90 per share minimum, and I would like to stress that this is a minimum. It is nowhere written that if MTO happens, it will be at this level. And now, we will entertain your questions, and we will try to answer your questions and receive your comments. So please, do go ahead.

[Operator Instructions] We have the first question is from Mr. Brzoza, PKO BP Securities.

I have a couple of questions regarding the updated outlook for the fourth quarter and the first half of '22. So maybe let's start here because the figure that you provided, CZK 3.8 billion of the aggregated net profit for these 3 quarters implies perhaps as much as CZK 5 billion on the stand-alone MONETA basis. I'm just wondering what level of cost of risk has been implied within this forecast? And whether you would be expecting this level of profitability in the -- especially in the first half '22 to continue forward into the second half of '22? So that's my first question.

Can I take the question and then you give me the second one, please? Because this is a bit of a misunderstanding. If you listen to the recording from the third quarter conference, we received the same question and I have said that on basis of the cumulative plan for 2021 through 2025, if I remember correctly, we have 4% to 5% upside, which translates roughly into CZK 1.1 billion to CZK 1.2 billion. If you count the numbers, if you add up the numbers and you multiply by 5%, you get CZK 1.1 billion, CZK 1.2 billion. That's point number one. Point number two, we have pointed out several times that in our NPL book, we have CZK 2 billion of retail exposures, which are subject to upgrade. It is clearly laid out in the back section of our third and second quarter presentation. And if you look at all of the factors that we calculate the figures that we provided based on the shareholder query incorporates this one-off effect, which will impact 2022 mainly. And this relates to the fact that we have simply taken all of the loans that were touched by COVID-related moratoria. We have downgraded them to Stage 3 in fourth quarter of 2020. These loans, or significant portion of them, is being repaid, and this forms part of the impact. The second part of the impact is the improved interest rate environment, which was largely embedded in our business plan. And we clearly refer to the fact that there is this upside, and this upside will come in 2022. So it's not that current. In order to avoid all of the doubts, we will give [ cards ] and even republish the updated, revised business plan. The reason why we haven't published it is because we have clearly provided this indication. And second, is today, we had one of our meetings with Czech National Bank when the plan was being presented, and we were waiting with the decision in order to have the regulatory discussion before we go out to the plan. So there is no mystery. There is no hiding of any magical increase of recurrent profit. And we will set this straight as quickly as possible because this is the reality. And you can go to the audio tape. It's in the minute, I think, 1 hour, 11 minutes or something like that. But I clearly make these comments based on questions that we've received through. There is nothing new actually, in all of this. And please, the second question, if you will?

That's clear. So regarding the estimated level of the capital ratios, given that over the past few quarters and with the fast developing mortgage book, do you also assume that the credit book, RWA density is to be increasing in the future as well? So in a way, helping you to maintain the necessary capital ratios?

We actually expected to remain stable or to slightly decrease. The slight decrease is that we have a couple more optimization measures. On the equity side, for instance, we have 7 or 6 large counterparties where we are not doing -- offsetting -- the bank was not setting on that. So there is one pocket of capital that we can unlock and reduce the RWA density. If you look at our business plan, the consumer lending growth on stand-alone basis returns to growth actually in 2024. So for 2022 and '23, because of the interest rate, because of some trade concerns and because of some additional aspects, we actually do not expect to grow the unsecured book on stand-alone basis very much because it is very difficult for us to do so. That is the reality of the situation that we face. So there is no anticipated increase of density of the RWAs going forward.

Right. And my last question, if you could please reiterate -- because the line was bad at that moment, I didn't hear exactly. Potentially, should the mandatory offer be necessary, when that could happen? And also on this topic, if I understand the setup correctly, then the increase investor participation in the shareholder meeting actually, in a way, decreases this additional conditional threshold. Is that correct understanding?

That's absolutely correct. We have designed the transaction in a way to enable shareholder participation, and we sought to negotiate acquiescence of PPF with attractive terms for the non-PPF shareholder base. So this is the first premise. The second premise is that we would like to keep MONETA independent and close it on the market because we feel that this is the most beneficial way forward. So that's the second. And third on timing. If everything goes well, I have said that the closing could take place on the 1st of July. This is in the published material. And I added in a voice overlay, should there be delays with respect to regulatory approvals, then the closing would most likely take place on the 1st of October. This is because it takes a relatively long time because we have to get approval of Czech National Bank, we have to get approval of Slovak National Bank. We also have to get approval of the entire monopoly offices in both countries, and this requires sometimes -- and the most labor-intensive part of it is the design of the share offering prospectus, which needs to be grounded in the year-end numbers. Hence, the prospectus should be finished in March and the regulatory approval hopefully secure it in April. So this is the best estimate that we are able to provide now. We haven't started to work on the share prospectus because we don't want to be criticized that we raised shareholder money on something which will ultimately not be used. So we are trying to also be very careful about resources invested into the matter.

[Operator Instructions] Our next question is by Malte Schmitter, Petrus Advisers.

Firstly, just a technical question. On the CET1 bridge for the pro forma capitalization, why has the expected consumption of intangibles declined by CZK 200 million versus the capital bridge from June this year?

Well, because we -- now we use updated business plan of Air Bank and there were lower...

And the intangibles was higher in the updated business plan. That's why we're wondering.

Because they probably increased the intensity of investment, we are not able to really to go into the detail. I mean, we can try to look -- we can try to give you the questions. It's not that we want to not answer the question, but we don't have the answer ready at the moment.

Okay, that's okay. And secondly -- yes?

The fact is that you cannot deduct the reported number of intangible assets from the capital because there is -- the reduction considers only the value relating to software, which is...

Exactly. Exactly. But overall, we just looked at the trends, and we saw that intangibles for Air Bank generally went up. So we just want to understand how the composition has changed.

The reason is because only -- it went up, the [ increment ] relates to newly activated software. We have much lower intensity of capital allocation.

Okay. Okay. Fair enough. And then the second question is on Page #8 of the presentation, you include analyst recommendations. And some of that has not been updated for multiple quarters. Why do you show this? Because I mean, they don't reflect the latest sector developments and also MONETA's operating performance. And when you exclude the ones that haven't been updated for a long time, you actually get to a target price of over CZK 100. So I just want to understand that?

Well, my understanding is that Linda, our Head of Investor Relations, took the latest available to us. We did not include government sites, which suspended the coverage, and we did not include JPMorgan. But honestly, as always, in another way of anybody else providing different numbers. So...

Yes, I know. That's fair. It was -- our point was more that when you exclude the target prices that haven't been updated for a long time, you obviously get to a value much closer to what we think is relevant as this reflects some of the sector developments and also the reasonably strong operating performance of MONETA. Whereas if we look at the recommendations from January that haven't been updated since then, it's very question if they reflect the true value of the bank.

This is not any sort of trying to sort of skew the numbers our way, if there were such, because there is no such. We simply include everything that we have as of latest date, and we diligently published to date when it was issued. So the -- any reasonable manner in order to make assessments of the numbers and can decide whatever they want to decide with respect to the recommendations.

Okay. Okay. And then maybe another question on the combined business plan. I mean, it's very questionable why this hasn't been updated because if we look at most of the deck has actually not been updated since the last announcement and some of these numbers are actually wrong, right? Because if you look at pro forma capitalization, this doesn't reflect the new transaction structure. It doesn't reflect any of the updates to the business plans. And the synergies, for example, some of them show phasing in 2021, which, from our understanding, the closing is expected for next summer. So we are just wondering whether or not this work has been updated.

Well, we did not want Petrus Advisers to accuse that we are trying to improve the performance. So what we use it for the business plan is to set frame of the target, which we basically outlined it's not been updated, but we also say that we live up the target, which came out of it. So -- and we put equal or higher than to the minimum profitability target, CZK 40-plus billion, the minimum payout target and so on and so forth.

We understand that's the minimum, but for us kind of to understand the true value of this transaction and the attractiveness obviously, would be very relevant for us to get updated figures. Because if we look at Page 38, we see restructuring costs starting in 2021, which obviously is completely irrelevant, and pro forma financials based on updated business plans, both for Air Bank and MONETA would have been very helpful.

No, it's -- I would argue the figure is not completely irrelevant because we've -- in the financial targets, we basically said that the restructuring costs, we would keep at CZK 2.2 billion cumulatively and so on and so forth. So it's not completely irrelevant. We will consider whether it is desirable to update the plan before the shareholder meeting, we will consider this. But we don't do anything that which will revolve around the business plan because I think we've clearly demonstrated that there is value. It's just simply didn't want to be seen by anyone that we're trying to make a chewing gum plan and we wanted to basically set the base upon which the plan was built and then use that as key sets of minimum criteria for the acquisition to succeed. That's the substance of the publishing of the original plans. But we will consider whether we can put out something which is updated.

That would be very helpful because if you -- again, if you look at Page 60, for example, you see the pro forma capitalization of the combined entity, these numbers are just wrong, right? Because the Tier 1 capital ratio won't be 13.3% in 2022. And that's why we've asked some of these questions because, especially on the capital side, I think there's a lot of information missing. Should be helpful if you could provide that.

That's a fair point. However, I would also say that we published, as a bank, 100% more than our peer group. So it's...

We appreciate that. And we appreciate that in the earnings presentation, the 90 pages long, a very granular information. We just think in this presentation, there's a lot of missing data. That's what we want to mention.

Okay. So let's take next question so that we don't...

[Operator Instructions] There are no further questions for the moment. And so I hand back to you.

Well, we appreciate the questions that we have received. Again, let me reiterate a couple of points. We basically try to set this up, in a way, to ensure that there is no criticism of cession of control. So the preemptive rights are expected, and this is pertaining to the first round. The second round is structured to be as fair as possible, weighing demand and existing holdings. So in a way, this also tries to emulate the preemptive rights in its own way. This is the first element. The second element, we have succeeded in convincing PPF to backstop the capital increase and the effectively is an undertaking that they will have to underwrite any excess shares from the second round. In addition to that, we have persuaded our counterparty to commit a minimum, what we call the floor price, for potential MTO. The MTO trigger is change of control. We, as management, have no influence on determining the control. This is legal responsibility of PPF, which is subject to a regulatory scrutiny and potential signs should it obtain control and not declare it. And we tried in a shorthand format to summarize mechanics and the tests of the change of control as those are laid forth or set forth in two pieces of Czech legislation, which is the Czech Corporation Act and act on takeovers. So we try to be as, let's say, forthcoming for those shareholders who might not be fully versed in how things work in Czech Republic. Aside from that, we also confirmed the targets which were originally published from the original combined business plan. However outdated those might be in the 6 months, we live up to the commitment of profitability. We live up to commitment of the return and cost/income ratio and the resulting metrics, and this is published in the presentation very clearly. In addition to that, we've provided business plan updates on Air Bank Group, inclusive of the latest 3-quarter performance with commentary that they do, in fact, overperform the plan, which was submitted to us in course of due diligence, and they provided a plan 5-year out. At the same time, we would like to be very clear that we have not discussed any revisions, updates or anything of MONETA's business plan. Our 2022 performance might be impacted -- or is very likely to be impacted by a provision release related to the COVID downgrades and we have continually reported that in the first, second and third quarter. And we also commented in the last in the last conference call that on the cumulative basis, we feel that the performance of MONETA stand-alone has 45% upside, and this is on cumulative numbers, '21 to '25, that translate mathematically to CZK 1.1 billion to CZK 1.2 billion. So with that, we are grateful for your participation. We hope that you will support us in the shareholder meeting because we believe this opportunity is unique, transformational. Uniqueness of the opportunity is confirmed by independent court-appointed experts as well as the value estimate for Air Bank, and we have duly disclosed those as they became available to us. So we wish you good rest of the day, and we hope to engage with you throughout, and we hope in your support at the shareholder meeting. Thank you very much on behalf of MONETA's management.

Ladies and gentlemen, thank you for your attendance. This call has been concluded. You may disconnect.