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APS Bank plc – Approval of Rights Issue Prospectus

Jonathan Falzon

October 22, 2025

22 October, 2025
9 min read
22 October, 2025
9 min read

Following last week's article detailing the performance of the S&P 500 index in 2025, it is worth devoting time to review the developments across the European equity markers in my last article of the year.

On 22 October 2025, APS Bank plc published a Prospectus following regulatory approval in connection with a 3-for-11 Rights Issue. The salient details of the Rights Issue are as follows:

Amount Offered:

104,066,181 new ordinary shares, of which 67,648,793 shares (resulting from the lapsed rights of the qualifying shareholders) have been taken up via a pre-placement process.

Offer Ratio:

3 new shares for every 11 shares held.

Rights Issue Offer Price (including excess shares):

€0.44 per share

Minimum Application:

There is no minimum number of new shares to be subscribed by eligible shareholders with respect to their proportionate entitlement, but there is a minimum application amount of 1,000 excess shares.

Use of Proceeds:

The net proceeds from the Rights Issue of around €45 million are principally earmarked to further strengthen the Bank’s CET1 and all other capital requirements, including the Minimum Requirement for Own Funds and Eligible Liabilities (MREL), such that the Bank will be in a better position to meet the level of capital buffers required under the relevant European Banking Regulations, and for further growth and consolidation of the Bank’s market position.

Rights Issue Period:

Monday 27 October 2025 – Friday 14 November 2025

Intermediaries’ Offer Period (if a balance of excess shares is available):

Monday 24 November 2025 – Friday 5 December 2025

Admission to Listing:

The new shares will form part of the only class of ordinary shares in issue of APS Bank plc. The new shares are expected to be listed on the Official List of the Malta Stock Exchange on 19 December 2025.

Eligible Shareholders:

APS Bank plc shareholders as at the close of trading on Thursday 2 October 2025.

Assignment or Transfer of Rights:

An eligible shareholder is entitled to renounce all or part of the Rights allocated by the Bank in favour of any third party under such terms and conditions as may be agreed between the parties.

Plan of Distribution:

The new shares are open for subscription by the following categories of investors in the order of priority set out below:

  1. Eligible shareholders (or their transferees) with respect to their proportionate entitlement
  2. Investors pursuant to the pre-placement agreements
  3. Any excess shares will be made available to eligible shareholders who have accepted their proportionate entitlement in full and applied for excess shares.
  4. Any remaining excess shares will be made available to investors through an Intermediaries’ Offer, with preferential allocation to be given to preferred applicants, namely APS Group employees and APS bondholders at the close of trading on Thursday 2 October 2025.

Dilution:

In the event that the Rights Issue is subscribed in full, the issued share capital of the Bank will increase by approximately 27%. Eligible shareholders who accept their proportionate entitlement in full will suffer no dilution to their interests in the Bank. However, eligible shareholders who do not take up any of their rights to subscribe for the new shares will suffer an immediate dilution of 21.4% in their interests in the event that the excess shares are subscribed in full.

Risk Factors:

APS Bank plc is subject to a number of risks pertaining to the nature of its businesses. Prospective investors are urged to read the risk factors found in the Prospectus dated 22 October 2025.

Downloads:

Rights Issue Prospectus dated 22 October 2025

Rights Issue Investor Presentation

Rights Issue Fact Sheet dated 31 October 2025

 

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR SOUTH AFRICA

ACCESS TO THIS WEB PAGE IS RESTRICTED TO PERSONS WHO ARE NOT RESIDENT IN THE UNITED STATES, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION INTO WHICH THE DISTRIBUTION OF THE INFORMATION CONTAINED HEREIN AND THE MAKING OF THE OFFER MAY BE RESTRICTED BY LAW.

 

Disclaimer:

This webpage has been prepared based on the Prospectus dated 22 October 2025 issued by APS Bank plc and no representations or guarantees are made by Rizzo, Farrugia & Co. (Stockbrokers) Ltd with respect to the accuracy of the data. This webpage is for information purposes only. It is NOT intended to be and should NOT be construed as an offer or solicitation to acquire or dispose of any of the securities or issues mentioned herein. Rizzo, Farrugia & Co. (Stockbrokers) Ltd accepts NO responsibility or liability whatsoever for any expense, loss or damages arising out of, or in any way connected with, the use of all or any part of this webpage.

Investors wishing to acquire the shares should read the Prospectus before making any investment decision in order to fully understand the potential risks and rewards associated with an investment in the shares. A copy of the Prospectus is available on Rizzo, Farrugia & Co. (Stockbrokers) Limited’s website. Prospective investors are urged to consult their financial advisers as to the suitability or otherwise of acquiring such shares. The value of the investment and the income therefrom may go down as well as up and investors may lose some or all of the money invested.

Rizzo, Farrugia & Co. (Stockbrokers) Ltd is acting as Sponsor and Manager for the Rights Issue of APS Bank plc.

This advertisement has been issued by Rizzo, Farrugia & Co. (Stockbrokers) Limited which is a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 370 of the Laws of Malta and a member of the Malta Stock Exchange. The Company’s registered address is at Airways House, Fourth Floor, High Street, Sliema SLM 1551, Malta.

The article contains public information only and is published solely for informational purposes. It should not be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in this article. Rizzo, Farrugia & Co. (Stockbrokers) Ltd (“Rizzo Farrugia”) is under no obligation to update or keep current the information contained herein. Since the buying and selling of securities by any person is dependent on that person’s financial situation and an assessment of the suitability and appropriateness of the proposed transaction, no person should act upon any recommendation in this article without first obtaining investment advice. Rizzo Farrugia, its directors, the author of this article, other employees or clients may have or have had interests in the securities referred to herein and may at any time make purchases and/or sales in them as principal or agent. Furthermore, Rizzo Farrugia may have or have had a relationship with or may provide or has provided other services of a corporate nature to companies herein mentioned. Stock markets are volatile and subject to fluctuations which cannot be reasonably foreseen. Past performance is not necessarily indicative of future results. Foreign currency rates of exchange may adversely affect the value, price or income of any security mentioned in this article. Neither Rizzo Farrugia, nor any of its directors or employees accepts any liability for any loss or damage arising out of the use of all or any part of this article. Additional information can be made available upon request from Rizzo, Farrugia & Co. (Stockbrokers) Ltd., Airways House, Fourth Floor, High Street, Sliema SLM 1551. Telephone: +356 2258 3000; Email: info@rizzofarrugia.com; Website: www.rizzofarrugia.com © 2021 Rizzo, Farrugia & Co. (Stockbrokers) Ltd. All rights reserved. This article may not be reproduced or redistributed, in whole or in part, without the written permission of Rizzo Farrugia. Moreover, Rizzo Farrugia accepts no liability whatsoever for the actions of third parties in this respect.

This article was produced by Edward Rizzo, Director at Rizzo Farrugia, which is a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 370 of the Laws of Malta and a member of the Malta Stock Exchange. The company’s registered address is at Airways House, Fourth Floor, High Street, Sliema SLM 1551, Malta.

The article contains public information only and is published solely for informational purposes. It should not be construed as a solicitation or an offer to buy or sell any securities or related financial instruments. No representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, nor is it intended to be a complete statement or summary of the securities, markets or developments referred to in this article. Rizzo, Farrugia & Co. (Stockbrokers) Ltd (“Rizzo Farrugia”) is under no obligation to update or keep current the information contained herein. Since the buying and selling of securities by any person is dependent on that person’s financial situation and an assessment of the suitability and appropriateness of the proposed transaction, no person should act upon any recommendation in this article without first obtaining investment advice. Rizzo Farrugia, its directors, the author of this article, other employees or clients may have or have had interests in the securities referred to herein and may at any time make purchases and/or sales in them as principal or agent. Furthermore, Rizzo Farrugia may have or have had a relationship with or may provide or has provided other services of a corporate nature to companies herein mentioned. Stock markets are volatile and subject to fluctuations which cannot be reasonably foreseen. Past performance is not necessarily indicative of future results. Foreign currency rates of exchange may adversely affect the value, price or income of any security mentioned in this article. Neither Rizzo Farrugia, nor any of its directors or employees accepts any liability for any loss or damage arising out of the use of all or any part of this article. Additional information can be made available upon request from Rizzo, Farrugia & Co. (Stockbrokers) Ltd., Airways House, Fourth Floor, High Street, Sliema SLM 1551. Telephone: +356 2258 3000; Email: info@rizzofarrugia.com; Website: www.rizzofarrugia.com © 2021 Rizzo, Farrugia & Co. (Stockbrokers) Ltd. All rights reserved. This article may not be reproduced or redistributed, in whole or in part, without the written permission of Rizzo Farrugia. Moreover, Rizzo Farrugia accepts no liability whatsoever for the actions of third parties in this respect.

This article was produced by Edward Rizzo, Director at Rizzo Farrugia, which is a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 370 of the Laws of Malta and a member of the Malta Stock Exchange. The company’s registered address is at Airways House, Fourth Floor, High Street, Sliema SLM 1551, Malta.

On 22 October 2025, APS Bank plc published a Prospectus following regulatory approval in connection with a 3-for-11 Rights Issue. The salient details of the Rights Issue are as follows:

Amount Offered:

104,066,181 new ordinary shares, of which 67,648,793 shares (resulting from the lapsed rights of the qualifying shareholders) have been taken up via a pre-placement process.

Offer Ratio:

3 new shares for every 11 shares held.

Rights Issue Offer Price (including excess shares):

€0.44 per share

Minimum Application:

There is no minimum number of new shares to be subscribed by eligible shareholders with respect to their proportionate entitlement, but there is a minimum application amount of 1,000 excess shares.

Use of Proceeds:

The net proceeds from the Rights Issue of around €45 million are principally earmarked to further strengthen the Bank’s CET1 and all other capital requirements, including the Minimum Requirement for Own Funds and Eligible Liabilities (MREL), such that the Bank will be in a better position to meet the level of capital buffers required under the relevant European Banking Regulations, and for further growth and consolidation of the Bank’s market position.

Rights Issue Period:

Monday 27 October 2025 – Friday 14 November 2025

Intermediaries’ Offer Period (if a balance of excess shares is available):

Monday 24 November 2025 – Friday 5 December 2025

Admission to Listing:

The new shares will form part of the only class of ordinary shares in issue of APS Bank plc. The new shares are expected to be listed on the Official List of the Malta Stock Exchange on 19 December 2025.

Eligible Shareholders:

APS Bank plc shareholders as at the close of trading on Thursday 2 October 2025.

Assignment or Transfer of Rights:

An eligible shareholder is entitled to renounce all or part of the Rights allocated by the Bank in favour of any third party under such terms and conditions as may be agreed between the parties.

Plan of Distribution:

The new shares are open for subscription by the following categories of investors in the order of priority set out below:

  1. Eligible shareholders (or their transferees) with respect to their proportionate entitlement
  2. Investors pursuant to the pre-placement agreements
  3. Any excess shares will be made available to eligible shareholders who have accepted their proportionate entitlement in full and applied for excess shares.
  4. Any remaining excess shares will be made available to investors through an Intermediaries’ Offer, with preferential allocation to be given to preferred applicants, namely APS Group employees and APS bondholders at the close of trading on Thursday 2 October 2025.

Dilution:

In the event that the Rights Issue is subscribed in full, the issued share capital of the Bank will increase by approximately 27%. Eligible shareholders who accept their proportionate entitlement in full will suffer no dilution to their interests in the Bank. However, eligible shareholders who do not take up any of their rights to subscribe for the new shares will suffer an immediate dilution of 21.4% in their interests in the event that the excess shares are subscribed in full.

Risk Factors:

APS Bank plc is subject to a number of risks pertaining to the nature of its businesses. Prospective investors are urged to read the risk factors found in the Prospectus dated 22 October 2025.

Downloads:

Rights Issue Prospectus dated 22 October 2025

Rights Issue Investor Presentation

Rights Issue Fact Sheet dated 31 October 2025

 

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN OR SOUTH AFRICA

ACCESS TO THIS WEB PAGE IS RESTRICTED TO PERSONS WHO ARE NOT RESIDENT IN THE UNITED STATES, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION INTO WHICH THE DISTRIBUTION OF THE INFORMATION CONTAINED HEREIN AND THE MAKING OF THE OFFER MAY BE RESTRICTED BY LAW.

 

Disclaimer:

This webpage has been prepared based on the Prospectus dated 22 October 2025 issued by APS Bank plc and no representations or guarantees are made by Rizzo, Farrugia & Co. (Stockbrokers) Ltd with respect to the accuracy of the data. This webpage is for information purposes only. It is NOT intended to be and should NOT be construed as an offer or solicitation to acquire or dispose of any of the securities or issues mentioned herein. Rizzo, Farrugia & Co. (Stockbrokers) Ltd accepts NO responsibility or liability whatsoever for any expense, loss or damages arising out of, or in any way connected with, the use of all or any part of this webpage.

Investors wishing to acquire the shares should read the Prospectus before making any investment decision in order to fully understand the potential risks and rewards associated with an investment in the shares. A copy of the Prospectus is available on Rizzo, Farrugia & Co. (Stockbrokers) Limited’s website. Prospective investors are urged to consult their financial advisers as to the suitability or otherwise of acquiring such shares. The value of the investment and the income therefrom may go down as well as up and investors may lose some or all of the money invested.

Rizzo, Farrugia & Co. (Stockbrokers) Ltd is acting as Sponsor and Manager for the Rights Issue of APS Bank plc.

This advertisement has been issued by Rizzo, Farrugia & Co. (Stockbrokers) Limited which is a company licensed to undertake investment services in Malta by the MFSA under the Investment Services Act, Cap. 370 of the Laws of Malta and a member of the Malta Stock Exchange. The Company’s registered address is at Airways House, Fourth Floor, High Street, Sliema SLM 1551, Malta.