Grupo Financiero Galicia S.A. Announces Pricing of Secondary Offering of American Depositary Shares by HSBC Bank plc

Rhea-AI Summary

Grupo Financiero Galicia (NASDAQ: GGAL) announced the pricing of a secondary offering by HSBC Bank plc of 11,721,449 American Depositary Shares (ADSs) at $54.25 per ADS. Each ADS represents 10 Class B ordinary shares, totaling 117,214,490 shares. The offering is being managed by Morgan Stanley and Goldman Sachs as lead underwriters, with an expected closing date of June 12, 2025. Notably, HSBC Bank plc will receive all proceeds from the offering, as GGAL is not selling any ADSs and will not receive any proceeds. The offering is being conducted through an effective shelf registration on Form F-3 filed with the SEC, and the ADSs are not authorized for public offering in Argentina under the Argentine Capital Markets Law.

Positive

• HSBC's exit through a structured secondary offering suggests market confidence in GGAL's valuation at $54.25 per ADS
• The offering is being managed by top-tier investment banks Morgan Stanley and Goldman Sachs

Negative

• The company will not receive any proceeds from the offering
• Large secondary offering of 11.7M ADSs could create temporary selling pressure on the stock
• The offering is not authorized for public offering in Argentina, limiting local market participation

Insights

Investment Banking Analyst

HSBC is selling $635M worth of Grupo Financiero Galicia ADSs in a secondary offering that could impact GGAL's trading liquidity and ownership structure.

This secondary offering by HSBC Bank represents a significant transaction in Grupo Financiero Galicia's securities. HSBC is selling 11,721,449 ADSs (representing 117,214,490 Class B ordinary shares) at $54.25 per ADS, amounting to approximately $635.7 million in total value. This is purely a secondary offering, meaning HSBC as the selling shareholder will receive all proceeds, while Grupo Financiero Galicia won't receive any capital from this transaction.

The scale of this offering is substantial and could potentially increase the public float of GGAL's ADSs, potentially enhancing trading liquidity. However, it also represents HSBC reducing its stake in the Argentinian financial group. The offering is being managed by heavyweight investment banks Morgan Stanley and Goldman Sachs as the underwriters, indicating institutional confidence in the placement.

This transaction occurs within the context of Argentina's complex financial environment, though the offering documents haven't been filed with Argentina's National Securities Exchange Commission. The pricing at $54.25 per ADS provides a clear valuation reference point for the market. With an expected closing date of June 12, 2025, market participants should monitor for completion confirmation and any subsequent price movements as this large block of shares changes hands.

BUENOS AIRES, June 10, 2025 (GLOBE NEWSWIRE) -- Grupo Financiero Galicia S.A. (Nasdaq: GGAL; Bolsas y Mercados Argentinos S.A./A3 Mercados S.A.: GGAL, the “Company”), one of Argentina’s largest financial services groups, announced today the pricing of the previously announced underwritten secondary offering (the “Offering”) by HSBC Bank plc (the “Selling Shareholder”) of 11,721,449 American Depositary Shares (“ADSs”) representing 117,214,490 Class B ordinary shares of the Company, par value Ps.1.00 per share (“Class B ordinary shares”) at a public offering price of $54.25 per ADS. The ADSs are not authorized for public offering in Argentina by the Argentine National Securities Exchange Commision (Comisión Nacional de Valores – “CNV”) and are not being offered or sold publicly under the Argentine Capital Markets Law No. 26,831, as amended and complemented.  The documents related to the Offering have not been filed with, reviewed or authorized by the CNV, and therefore the CNV has not made any determination as to the truthfulness or completeness of those documents.

All of the ADSs were offered by the Selling Shareholder. The Selling Shareholder will receive all of the proceeds from the Offering. The Company is not selling any ADSs in the Offering and will not receive any proceeds from the Offering.

Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are acting as the representatives of the underwriters of the Offering.  The Offering is expected to close on June 12, 2025 subject to customary closing conditions.

The Offering is being made pursuant to an effective shelf registration statement on Form F-3 (including a prospectus) filed by the Company with the U.S. Securities and Exchange Commission (“SEC”). A final prospectus supplement and accompanying prospectus describing the terms of the Offering will be filed with the SEC, copies of which may be obtained, when available, from Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014, and from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, by telephone at (866) 471-2526, or by email at prospectus-ny@ny.email.gs.com. These documents may also be obtained free of charge by visiting EDGAR on the SEC’s website at www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Cautionary Note Concerning Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. Such forward-looking statements include, but are not limited to, those regarding the expected closing of the Offering. Forward-looking statements generally can be identified by the use of such words as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “continue” or other similar terminology, although not all forward-looking statements contain these identifying words. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from current expectations and beliefs, including, but not limited to, risks and uncertainties related to: the occurrence of any event, change or other circumstance that could impact the expected timing, completion or other terms of the Offering; the impact of general economic, industry or political conditions in the United States or internationally, as well as the other risk factors set forth under the caption  Item 3.D. “Risk Factors” in our most recent annual report on Form 20-F, and from time to time in the Company’s other filings with the SEC. The information contained in this press release is as of the date indicated above.  The Company does not undertake any obligation to release publicly any revisions to forward-looking statements to reflect later events or circumstances or to reflect the occurrence of unanticipated events.

About Grupo Financiero Galicia S.A.:

Grupo Financiero Galicia S.A. (Nasdaq: GGAL; Bolsas y Mercados Argentinos S.A./A3 Mercados S.A.: GGAL) is the main financial services holding company in Argentina, which seeks to create long-term value through its companies, providing savings, credit, investment, insurance, advice and digital solutions opportunities to people, companies and organizations, prioritizing customer experience and sustainable development.

With more than 110 years of experience, Grupo Financiero Galicia S.A. is a group of financial services companies in Argentina, integrated by Banco de Galicia y Buenos Aires S.A.U. (Banco Galicia), GGAL Holdings S.A. (Galicia Más Holdings), Tarjetas Regionales S.A. (Naranja X), Sudamericana Holdings S.A. (Galicia Seguros), Galicia Asset Management S.A.U. (Fondos Fima), IGAM LLC (Inviu), Galicia Securities S.A.U. (Galicia Securities), Agri Tech Investment LLC (Nera), Galicia Ventures LP and Galicia Investments LLC (collectively referred to as Galicia Ventures), and Galicia Warrants S.A. (Warrants).

Investor Contact:

Mr. Pablo Firvida
Investor Relations Officer
www.gfgsa.com 
+5411 6329 4881
inversores@gfgsa.com 

THE TERMS AND CONDITIONS OF THE OFFERING WILL BE NOTIFIED IN ARGENTINA PURSUANT TO AN HECHO RELEVANTE, SOLELY FOR INFORMATIONAL PURPOSES, BUT SUCH NOTICE WILL NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ARGENTINA.

FAQ

What is the size and price of Grupo Financiero Galicia's (GGAL) secondary offering?

The secondary offering consists of 11,721,449 ADSs priced at $54.25 per ADS, representing 117,214,490 Class B ordinary shares.

Who is selling shares in GGAL's secondary offering and who gets the proceeds?

HSBC Bank plc is the selling shareholder and will receive all proceeds from the offering. Grupo Financiero Galicia is not selling any ADSs and will not receive any proceeds.

When is GGAL's secondary offering expected to close?

The offering is expected to close on June 12, 2025, subject to customary closing conditions.

Who are the underwriters for GGAL's secondary offering?

Morgan Stanley & Co. LLC and Goldman Sachs & Co. LLC are acting as the representatives of the underwriters for the offering.

Is GGAL's ADS offering available to investors in Argentina?

No, the ADSs are not authorized for public offering in Argentina by the Argentine National Securities Exchange Commission and cannot be sold publicly under Argentine Capital Markets Law.