Our legal name is Grupo Financiero Galicia S.A. We are a financial services holding company that was incorporated as a "sociedad anónima" ("a stock corporation") on September 14, 1999, under the laws of Argentina.
Grupo Financiero Galicia was formed to hold all of the shares of the capital stock of Banco Galicia held by members of the Escasany, Ayerza and Braun families (“the controlling families”). Its initial nominal capital amounted to 24,000 common shares, 12,516 of which were designated as class A ordinary (common) shares and 11,484 of which were designated as class B ordinary (common) shares. Following Grupo Financiero Galicia's formation, the holding companies that held the shares in Banco Galicia on behalf of the controlling families were merged into Grupo Financiero Galicia. Following the merger, Grupo Financiero Galicia held 46.34% of the outstanding shares of Banco Galicia. In addition, and due to the merger, Grupo Financiero Galicia's capital increased from 24,000 to 543,000,000 common shares, 281,221,650 of which were designated as class A shares and 261,778,350 of which were designated as class B shares. Following this capital increase, all of our class A shares were held by EBA Holding S.A., an Argentine corporation that is 100% owned by our controlling shareholders, and our class B shares were held directly by our controlling shareholders in an amount equal to their ownership interests in the holding companies that were merged into Grupo Financiero Galicia.
On May 16, 2000, our shareholders held an extraordinary shareholders' meeting during which they unanimously approved a capital increase of up to Ps.628,704,540 and the public offering and listings of our class B shares. All of the new common shares were designated as class B shares, with a par value of Ps.1.00. During this extraordinary shareholders' meeting, all of our existing shareholders decided to launch an exchange offer of the new shares for shares of Banco Galicia waiving their preemptive rights. In addition, the shareholders determined that the exchange ratio for the exchange offer would be one class B share of Banco Galicia for 2.5 of our class B shares and one ADS of Banco Galicia for one of our ADSs. The exchange offer was completed in July 2000. At the date of completion of the exchange offer, our only significant asset was our 93.23% interest in Banco Galicia.
On January 2, 2004, our shareholders held an extraordinary shareholders' meeting during which they approved a capital increase of up to 149,000,000 preferred shares. This capital increase was carried out in connection with the restructuring of the Bank's foreign debt. On May 13, 2004, we issued 149,000,000 preferred non-voting shares, with preference over the ordinary shares in the event of liquidation, each with a face value of Ps.1.00. The preferred shares were converted into class B shares on May 13, 2005.
Nowadays, Grupo Financiero Galicia owns 100% of the outstanding shares of Banco Galicia, which is our most significant asset. Total outstanding shares of Grupo Galicia amount to 1,300.3 million shares composed of 281.2 million of Class A shares and 1,019.0 million of Class B shares. Class A shares entitle 5 votes, Class B entitle have one vote.
As a holding company we do not have operations of our own and conduct our business through our subsidiaries. By this way, Grupo Galicia participates in the banking sector through Banco Galicia, in the business of insurances by its subsidiary Sudamericana Holding S.A and in the bussines of issuance of certificates of deposit of goods through Galicia Warrants S.A.. In addition Grupo Financiero has developed other business through Net Investment S.A. and Galicia Administradora de Fondos S.A.
Our principal executive offices are located at Teniente General Juan D. Perón 430, twentieth fifth Floor, (C1038AAJ), Buenos Aires, Argentina
During September 2013 Grupo Financiero Galicia announced being entered in a Merger Agreement to implement the incorporation by merger of Lagarcué S.A. and Theseus S.A. with Grupo Financiero being the surviving corporation of such merger. The consolidated financial statements prepared specially for this contemplated merger were as of June 30th, 2013 and the effective date for such merger has been as of September 1st, 2013.
This merger posed a further consolidation of Grupo Financiero Galicia´s ownership interest in its principal subsidiary Banco Galicia by adding 25,454,193 of Class “B” shares of Banco Galicia representing 4.5% of the total capital stock of Banco Galicia owned by Lagarcué S.A. and Theseus S.A.
Consequently, Grupo Financiero increases its capital by issuing new 58,857,580 Class "B" shares representing 4.5% of the outstanding stock of Grupo Financiero to be delivered to the shareholders of Lagarcué S.A. and Theseus S.A.
Additionally, the parties signed together with Banco Galicia and the shareholders of Lagarcué S.A. and Theseus S.A. a supplemental agreement governing operational issues that accounts for the reconciliation and reciprocal withdrawal of outstanding litigations.
At the Extraordinary Shareholders´ Meeting of Grupo Financiero Galicia held on November 21st, 2013, it was approved all the related documentation, the exchange ratio and a capital increase of $ 58,857,580 through the issuance of 58,857,580 Class B ordinary shares, with a face value of $1, one vote per share, entitled to participate in the profits of the financial year beginning on January 1st, 2013.
On December 18th, 2013, it was subscribed into a public deed, the Definitive Merger Agreement under the terms of paragraph 4th of article 83 of the Commercial Corporations Law with effect from September 1st, 2013. Therefore, 25,454,193 Class "B" of the subsidiary Banco de Galicia y Buenos Aires SA, representing 4.5 % of the share capital owned by Lagarcué S.A. and Theseus and S.A. were incorporated to Grupo Financiero Galicia. Consequently, Grupo Financiero Galicia happens to be in control of 560,199,603 shares of Banco Galicia that represent 99.6 % of the share capital and 99.6 % of the vote.
Moreover, on February 27th, 2014, by Resolution No. 17,300, the Board of the National Securities Commission consented to the merger of Grupo Financiero Galicia (as absorbing company) with Lagarcué S.A. Theseus and S.A and the increase in capital of Grupo Financiero Galicia, ordering its registration.
On February 25th, 2014, the Board of Directors of Grupo Financiero Galicia resolved to issue an unilateral declaration to acquire all the third parties remaining shares of Banco Galicia amounting 2,123,962 shares, to a price fixed at $ 23.22 per share. On April 24th the Board of Directors of the Comision Nacional de Valores (CNV) approved the declaration of acquisition of shares provided by Article 94 of the Law No. 26,831. Grupo Financiero Galicia S.A. proceeded to make all the publications required and deposit the total amount of the remaining shares held by third parties of Banco Galicia y Buenos Aires S.A. . On August 4, 2014, the above-mentioned statement of willingness to acquire was executed by public deed.
In addition, on April 15, 2014, the Board of Directors approved the purchase of 19,000 shares representing 95% of Galicia Administradora de Fondos S.A. Sociedad Gerente de Fondos Comunes de Inversión’s capital stock (hereinafter “Galicia Administradora de Fondos” or “GAF”) from Banco Galicia in the amount of Ps. 39,481,302.