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Glitnir Bank files US$2bn legal claim against Jón Ásgeir Jóhannesson and former Directors and Shareholders, alleging fraud; also sues PwC for malpractice and negligence On 12 May 2010 Glitnir Banki announced that it has commenced legal action in Supreme Court of the State of New York against Jón Ásgeir Jóhannesson, formerly its principal shareholder, Lárus Welding, previously Glitnir´s Chief Executive, Þorsteinn Jónsson, its former Chairman, and other former directors, shareholders and third parties associated with Jón Ásgeir Jóhannesson, for fraudulently and unlawfully draining more than $2 billion out of the Bank. At the meeting the Resolution Committee of Glitnir introduced financial information for the three months ended 31 March 2010. The information included cash flow for the three months ended 31 March 2010, a summary balance sheet as at 31 March 2010 and a breakdown of the liabilities as at 31 March 2010. Open creditors meeting held in Reykjavík A total of 8,694 claims were received within the time limit for lodging claims, i.e. from 26 May to 26 November 2009. The total amount of claims lodged is ISK3,430bn. The total amount of claims lodged is unlikely to reflect Glitnir's actual situation, since this is the maximum amount conceivably claimed by creditors. The total amount of claims is based on the exchange rate quoted by the Central Bank of Iceland on 22 April 2009. All claims in foreign currencies have been converted using the Central Bank's ISK exchange rate on that date. In total, decisions have been taken on 4,294 of claims received, split as follows: Business Plan |
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Glitnir bank Financial Statements 2009 The audited Financial Statements 2009 for Glitnir Bank were authorised for issue by the Resolution Committee, the Winding-up Board and Managing Director on 12 April 2010. The Financial Statements for the year 2009 have been prepared in accordance with the Icelandic Statements Act. The statements are presented in ISK, which is the functional currency of Glitnir Bank hf. Throughout the statements foreign currency values are translated at the mid rates published by the Icelandic Central Bank for 31 December 2009. A significant proportion of the assets of Glitnir are denominated in foreign currencies. On 16 April 2010 the Financial Statements were presented on the Glitnir website. |
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Information meetings Meetings were held with representatives of the ministries, the Central Bank, the FSA and various media. Representatives of Glitnir also appeared for the Trade Committee of the Icelandic parliament, Althingi. |
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Summary of Glitnir’s operating expenses
ICC meeting in Reykjavik on 23 February 2010
As a result of the finalisation of the claims submission process and changes in size of certain creditors of Glitnir, the Resolution Committee wished to refresh the composition of the ICC. This was undertaken to ensure the ICC best represented the creditor base of Glitnir and comprised a significant proportion of the creditor base. The Resolution Committee engaged external consultants to assist in the refresh of the ICC. In order to identify potential new ICC members, a notice was placed on Glitnir’s website, asking for notification from creditors that were interested in becoming ICC members. As part of the process to refresh the ICC, the following considerations were taken into account: creditor size, creditor type and creditor geography. In addition, the Resolution Committee wished to limit the size of the ICC to approximately 8 – 12 institutions to ensure that the ICC process remained as efficient and workable as possible. The refresh of the ICC resulted in a number of new ICC members. All ICC members have been required to enter into strict confidentiality agreements. The revised composition of the ICC is shown below. This composition is not fixed, and the Resolution Committee may add to or alter the composition going forward.
In addition, there are a small number of further ICC member institutions which are not disclosed above at the request of the ICC member in question. The Resolution Committee and Winding-Up Board look forward to working closely with the ICC going forward. |
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FME authorises ISB Holding ehf.’s qualifying holding in Íslandsbanki Glitnir’s ownership will be through a separate wholly-owned subsidiary of Glitnir, ISB Holding, which is directed by a board of directors with the majority of its members independent of Glitnir, Glitnir’s significant creditors and Íslandsbanki itself. Glitnir’s Resolution Committee is allowed to appoint one member of the board of ISB Holding, with the remaining two required to be independent. The nomination of all three members of ISB Holding’s board is subject to the approval of the FME. Members must meet the FME’s requirements, including those pertaining to knowledge and experience of financial operations. GLB Holding has a strong financial position, with equity of approximately ISK96.5bn and an equity ratio of 100%. This financial strength enables GLB Holding to provide robust support to its subsidiaries in the financial services and insurance sectors. The Board of Directors of GLB Holding is comprised of Heimir V. Haraldsson (Chairman), Þórdís Bjarnadóttir and Kristján Óskarsson. Heimir and Þórdís are members of Glitnir’s Resolution Committee whilst Kristján is Glitnir’s CEO. Ingólfur Hauksson, Glitnir’s CFO, is managing director of GLB Holding. Furthermore, a Board of Directors has been appointed for ISB Holding, one of the subsidiaries of GLB Holding. In accordance with the conditions set by FME, the majority of the Board are independent of Glitnir, Glitnir’s most significant creditors and Íslandsbanki itself. The Board of Directors of ISB Holding is comprised of Ólafur Ísleifsson, assistant professor at Reykjavík University, Ásta Þórarinsdóttir, economist, and María B. Ágústsdóttir, managing director of ISB Holding and employee of Glitnir’s Resolution Committee. Reynir Kristinsson, business consultant, is an alternate director. The following six people have been appointed on behalf of ISB Holding ehf., a wholly-owned subsidiary of Glitnir: Mr. Neil Graeme Brown Mr. Brown holds a M.A. degree in business from Emmanuel College Cambridge and is an associate of the Institute of Chartered Accountants (ACA). Mr. John E. Mack Mr. Mack holds an MBA from the University of Virginia, Darden School of Business and an undergraduate degree in Economics from Davidson College. Mr. Raymond J. Quinlan Ray Quinlan holds M.Phil. and Ph.D. degrees in Economics from the Graduate School and University Center of the City University of New York, as well as MBA degrees from both the Columbia University Graduate School of Business and the New York University, Stern School of Business. Mr. Fridrik Sophusson Ms. Marianne Økland Mr. Árni Tómasson Árni Tómasson has a Cand. oecon. degree in Business Administration from the University of Iceland and is a state authorized public accountant. Member appointed by the Icelandic State Banking Agency: Ms. Martha Eiríksdóttir Martha Eiríksdottir has a Cand.oceon. degree in Business Administration from the University of Iceland and a B.Ed. degree from the Icelandic College of Education. |
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8.685 Claims Lodged in Glitnir´s Winding-up A total of 8,685 claims were lodged in Glitnir’s winding-up proceedings amounting to ISK 3,463 billion. This is a maximum figure, which may decrease as the Winding-up Board reviews the individual claims. In addition, in some instances the same claim has been lodged more than once. Among the largest creditors are foreign financial and banking institutions, on the one hand, and other bond holders, on the other hand. Claims for wages are relatively few in Glitnir’s winding-up proceedings, as most of the bank’s general employees have already received payment. The Winding-up Board has decided to refuse priority to wage claims by the bank's managing directors and to claims arising from so-called wholesale and money market deposits. The claims for bonuses have also been rejected. In addition, the Winding-up Board has rejected claims that subordinated bonds have the status of general claims. These number some 2300 claims, totalling close to ISK 180 billion. Creditors meeting on 17 December 2009
The list of claims was introduced by the Winding-up Board. The list indicates the nature of each claim, its amount and the priority requested for each claim. The Winding-Up Board provided creditors with a report providing a summary of how decisions on claims have been taken. A number of claims were received after the expiry of the time limit. These are subject to the provisions of Articles 118 and 121 of the Bankruptcy Act and so have not been included in the list of claims. The total amount of claims lodged is ISK3,463bn.The total amount of claims lodged is unlikely to reflect Glitnir's actual situation, since this is the maximum amount conceivably claimed by creditors. The total amount of claims is based on the exchange rate quoted by the Central Bank of Iceland on 22 April 2009. All claims in foreign currencies have been converted using the Central Bank's ISK exchange rate on that date. Decisions have been taken on 2,481 of the 8,685 claims received. The Winding-Up Board takes decisions in accordance with the basic principle of Icelandic insolvency law that if special priority is not requested in a satisfactory manner, a claim is considered a general claim under Article 113 of the Bankruptcy Act. In assessing the priority of claims, the Winding-Up Board follows the main principle of the Bankruptcy Act that all exceptions from the main principles of creditor equality should be reviewed thoroughly. Upon the expiry of the time limit for lodging claims, the main emphasis was placed on concluding the registration of all claims which had been lodged and assessing those claims where (i) priority was claimed or (ii) the claim concerned the issuance of a debt instrument, the terms and conditions of which make it contractually subordinate to other debts of Glitnir. Once this was done, decisions were taken on the claims in each individual category and every effort made to conclude the treatment of all claims within the same category. According to paragraph 5 of Article 102, cf. Temporary Provision VI of the Act on Financial Undertakings, once the time limit for submission of claims has expired, the Winding-Up Board shall assess whether it appears that a financial undertaking’s assets are sufficient to cover its obligations. A summary of Glitnir’s assets and obligations is contained within the Statement of Assets and Liabilities as at 30 June 2009 and has been presented at the creditor meeting on 5 November 2009. It is also available on the public area of the Bank’s website, www.glitnirbank.com. At the meeting creditors had opportunity to raise objections to decisions by the Winding-Up Board on recognising claims. The next creditors’ meeting where decisions on additional claims will be discussed will be held on Wednesday 19 May 2010 at 10:00 am. The Winding-Up Board aims at presenting at that meeting its decisions on recognising other claims lodged with priority in accordance with Articles 109-113 of the Bankruptcy Act. Those creditors on whose claims decisions will be presented at that meeting will be sent a special notification of the decision no later than one week prior to the meeting. At the creditors' meeting on 19 May 2010 it will be announced when the third meeting on decisions on claims will be held. Agreement with former CEO of Glitnir Bank Glitnir banki recently requested that Bjarni Ármannsson and companies owned by him repay the premium in question plus contractual interest. This request was agreed to. The payment made amounts to over ISK 650 million. This represents a final settlement between the parties, including as well the cancellation of bond claims by companies owned by Bjarni Ármannsson against the bank amounting to approximately ISK 273 million. No other claims exist from Bjarni Ármannsson or companies owned by him against the bank. |
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ICC meeting held in Reykjavík
Open creditors meeting in Reykjavík The main purposes of the meeting were to:
Increase in liabilities announced at the 5 November 2009 creditor meeting As part of Deloitte Iceland’s work, all open repo/securities lending transactions involving Glitnir´s bonds were reviewed. The conclusion of Deloitte Iceland´s review was that the potential liabilities regarding these transactions at the time of Glitnir’s collapse totalled approximately EUR 793 million (being EUR 41 million higher than the EUR 752 million announced to creditors on 5 November 2009). The total adjustment of EUR 793 million represents approximately 5.5% of the total liabilities as at 30 June 2009, as originally published on 31 August 2009. The Resolution Committee’s current view is that these liabilities will be treated in line with the other issued bonds included within “Debt issued and other borrowed funds” in the Statement of Assets and Liabilities as at 30 June 2009. Given the time available to conduct the review, the eventual total liability may be greater or less than EUR 793 million. A final determination of the liability relating to these transactions will be known following completion of the ongoing claims registration. The last day creditors are able to submit claims against Glitnir is 26 November 2009. District Court of Reykjavik ruled in favour of Glitnir´s request for an extension to the Moratorium order The deadline to file a claim passed on 26 November 2009. |
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Creditors Acquire 95% of Share Capital in Íslandsbanki On 15 October 2009, Glitnir's Resolution Committee decided, on behalf of its creditors, to exercise the option provided for in its agreement with the Icelandic state and take over 95% of share capital in Íslandsbanki. The outcome is based on thorough due diligence carried out by Glitnir's advisors on Íslandsbanki's operations. This concludes the settlement concerning those assets transferred from Glitnir to Íslandsbanki upon the collapse of the commercial banks last October. According to the agreement on settlement between Glitnir's Resolution Committee and the Icelandic government, signed on 13 September this year, the government will, furthermore, provide the bank with an ISK 25 billion subordinated loan to strengthen its equity and liquidity position. The Resolution Committee's decision is subject to the approval of the Icelandic Financial Supervisory Authority (FME) and the Icelandic Competition Authority. Glitnir's Resolution Committee will control the bank's holding on behalf of its creditors through a special holding company. Glitnir will appoint 4 directors of 5 on the bank's Board of Directors, with the fifth appointed by the Icelandic government. According to the agreement between Glitnir's Resolution Committee and the government of 13 September this year, Glitnir's creditors were offered two options. One option was to acquire a 95% holding in Íslandsbanki, while the other was to accept payment in the form of debt instruments issued by Íslandsbanki, plus call options on as much as 90% of the bank's shares over the next five years. Following detailed examination it is the assessment of Glitnir's Resolution Committee that accepting a 95% holding in Íslandsbanki will return maximum value to creditors. This assessment is based, on the one hand, on the opinion of the advisors who have assisted Glitnir, which include experts from UBS investment bank and the law firm Morrison & Foerster. |
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ICC meeting held in London a) The option of acquiring 95% of share capital in Islandsbanki The advisors to the Resolution Committee introduced the due diligence process and their major findings to date. Settlement on Bank Assets to Islandsbanki Open creditors meeting in Reykjavík Glitnir granted an extension to 15 October 2009 to decide whether to aquire 95% share in Íslandsbanki. |
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Appointment of a new Chief Executive Officer On 1 August 2009 Kristján Óskarsson was appointed CEO of Glitnir. Óskarsson had formerly resigned his position as a member of Glitnir´s Resolution Committee after the FME (the Icelandic FSA) requested that members, who formerly held management positions within the three banks at the time of their collapse, should resign from the Resolution Committees to avoid any potential conflict of interest. Óskarsson, who has over twenty years of experience within the banking sector, has been instrumental in building up the team and infrastructure to enable the day to day operations of the old bank after its collapse. ICC meeting held in Reykjavík a) Up to 100% share ownership of Islandsbanki, and The Resolution Committee of Glitnir will determine by 30 September, 2009 which of the compensation alternatives to compensation. |
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Agreement between the Government and the Resolution Committee of Glitnir
Sjóvá |
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Invitation to lodge a claim - deadline 26 November 2009 The entry into force of Act No. 44/2009, amending Act No. 161/2002, on Financial Undertakings, as subsequently amended, makes it possible to begin the process of lodging claims against Glitnir bank hf ("Glitnir"). All parties claiming debts of any sort or other rights against Glitnir banki hf. or assets controlled by the bank, including preferential claims and those secured in re, are hereby invited to submit their claims to the bank's Winding-Up Board within six months of the first publication the invitation to lodge a claim notice in The Legal Gazette (Lögbirtingarblaðið) in Iceland on 26 May 2009. Accordingly the last day to submit claims is 26 November 2009. Further information on submission of claims and handling of claims |
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Announcement of creditors' meeting Steinunn Guðbjartsdóttir, Supreme Court Attorney, has served as Administrator during the moratorium. As a result, and with reference to Art. 13 of Act No. 21/1991, the bank's creditors are invited to a meeting, to be held on Thursday, 5 November 2009, at 10:00 am at the Hilton Reykjavík Nordica, Suðurlandsbraut 2, Reykjavík. Furthermore, notice is hereby given that the District Court will convene in Courtroom 102 of the courthouse on Lækjartorg square in Reykjavík to review the moratorium of Glitnir banki hf. on Friday, 13 November 2009, at 1:00 pm, as the moratorium granted to the bank by the ruling of the Reykjavík District Court expires at that time. ICC meeting
Financial investigations firm appointed The team appointed to this case has a proven track record in investigating alleged wrongdoings prior to corporate collapses as well as conducting large scale, asset recovery actions. This appointment reflects the Resolution Committee's determination to identify any deliberate wrongdoing and maximise recoveries for the benefit of the creditors. Sjova close to finalising restructuring plan Sjóvá's investment operations are expected to be separated from its insurance arm. This means that a new company will be founded to handle the insurance operations under the name of Sjóvá. An application for a licence to operate has already been sent to the Financial Supervisory Authority in Iceland. Sjóvá's insurance business is believed to be sound and well run. Following the restructuring, the company's balance sheet will be strong and the insurance operations solid. The restructuring will not affect the company's daily operations which will continue to provide its customers with quality service. Dr. Hörður Arnarson, former CEO of Marel Food Systems, has been recruited as the company's new CEO. The current CEO, Mr. Þór Sigfússon, has asked to be released from his duties, but will remain in an advisory capacity at first. The Winding Up Board of Glitnir According to those new rules the Banks' Resolution Committees will continue to operate and to perform certain tasks and in so doing handle the administrative aspects of the winding-up proceedings which would otherwise be entrusted to the Winding Up Boards. The Resolution Committees will continue to act under the direction of the Financial Supervisory Authority (FME). On 12 May 2009 the District Court of Reykjavik appointed a Winding Up Board which will handle those aspects of the winding-up not dealt with by the Resolution Committee. The members of the Winding Up Board are:
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ICC meeting held in Reykjavik On 1 April 2009, the fourth Glitnir ICC meeting was held in Reykjavik, Iceland. Central to the discussions of the meeting was the process in relation to the financial instrument to be issued by Islandsbnki to Glitnir. Other topics discussed included:
Impoundment of Glitnir's assets in Norway ends Three parties originally demanded the impoundment of Glitnir's assets in Norway, and Norwegian courts agreed to their demand. Glitnir's Resolution Committee requested that the demand be submitted to a court for review in a case brought before a court of first instance in Trondheim in January this year. After the court rejected the demand for impoundment, the German bank KfW appealed the decision. Other creditors withdrew their demands for impoundment and when the time came for the case to be heard by the appellate court last week, KfW also withdrew its demand for impoundment. Subsequently all impoundment of Glitnir's assets in Norway were removed. Appointment of a new Chief Financial Officer |
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Milestone's foreign assets disposed of and domestic assets transferred to Iceland The disposal of Moderna Finance's assets was concluded in consultation with the Resolution Committee of Glitnir hf., which is Milestone's largest creditor. The disposal of Moderna Finance's assets put an end to plans for financial restructuring of the Swedish Moderna Group, on which the company's owners and Glitnir's Resolution Committee had been working in recent weeks. The restructuring, which was aimed at safeguarding creditors' interests, required in part that Glitnir provide the companies with new capital to refinance their loans. Due to steadily deteriorating market circumstances, however, and a considerable lack of confidence on the part of Swedish parties towards Icelandic ownership, these plans could not be realised and as a result Glitnir would not provide the Swedish companies with new capital. Both the Resolution Committee and Milestone's management agrees in the assessment that, under the current circumstances, Icelandic interests were best served by disposing of the foreign assets of the Moderna Group and transferring its domestic assets back to the parent company in Iceland. The estimated sales value of the Moderna Group's foreign assets was considerably lower than it was hoped could be obtained through financial restructuring and the sale of assets at a later date. Milestone's leaders would, in weeks following, work on the company's financial restructuring in co-operation with its principal creditors. Glitnir's Resolution Committee worked diligently with Milestone's management in the recent months to ensure the best result for creditors. It was therefore somewhat disappointing that the plans, to which considerable effort has been devoted, will not achieve the desired results. Agreement on a settlement for the Bank's Luxembourg subsidiary The agreement meant that important interests of Glitnir and its customers would be safeguarded; the Luxembourg subsidiary would have a period of up to five years within which to maximise the value of its assets and repay all debts owed to BCL. The agreement also foresaw that securitised loan portfolios, pledged to BCL, and which include, for instance, loans to Glitnir's Icelandic customers, would continue to be administered by Glitnir's Resolution Committee. According to the agreement, proceeds from the corporate loan portfolio of Glitnir Bank Luxembourg were furthermore to be used to repay debts to BCL. The portfolio principally includes mortgages on commercial and residential real estate in the Nordic countries, the UK and Germany. A proposal for a settlement with creditors had been presented to all creditors for voting on 16 March 2009. According to this proposal, creditors other than BCL will receive payment of their claims of principal; the agreement was therefore a basic prerequisite enabling a favourable resolution of outstanding issues at Glitnir Bank Luxembourg. The proposal also foresaw that all customer deposits would be repaid in the near future. This move also eliminated uncertainty for the Bank's employees in Luxembourg, as it would ensure them their legal and contractual rights concerning termination of employment, which would not have been the case had the bank gone into receivership. Árni Tómasson, chairman of Glitnir's Resolution Committee commented: "I am very pleased that the situation at Glitnir Bank Luxembourg has now been settled to the satisfaction of both parties, and giving us leeway to work on resolving these complicated issues in a manner which will safeguard the interests of all parties optimally." Glitnir's Resolution Committee takes over share capital of Moderna Finance AB Glitnir and its Resolution Committee move to new premises in Reykjavik |
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ICC meeting held in Reykjavik In early February 2009, the third Glitnir ICC meeting was held in Reykjavik, Iceland. Topics discussed at the meeting included:
District Court of Reykjavik ruled in favour of Old Glitnir's request for an extension to the Moratorium order |
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