APS Bank plc is seeking shareholder approval for a share buyback programme and a potential €150 million debt issuance, while recommended a net final dividend of €0.015 per share as part of resolutions to be tabled at its upcoming general meeting.

The proposals came after the bank registered a €26.5 million pre-tax profit for 2025, largely driven by higher net interest income as APS continued to expand its loanbook. 

The proposed buyback would authorise the bank’s Board of Directors to repurchase up to 5 million shares, subject to regulatory approval.

The buyback would be executed within a price range of €0.45 to €0.75 per share.

APS shares are currently trading at €0.49, slightly down from the March average of €0.50. The bank’s shares hit an all-time high of €0.67 just after its 2022 IPO.

The €0.75 maximum price for the share buyback therefore represents a substantial premium over both the bank’s current share price and its all-time high.

In a circular to shareholders, the Board said “there may be circumstances in which it would be in the best interests of [APS and its shareholders] to have the ability to acquire its own shares, should market conditions or the company’s capital management requirements warrant such action.”

APS added that any buyback would be “carried out to reinforce and enhance shareholder value through more effective and efficient capital management.”

If approved, the board would be granted full discretion to determine the timing, purpose, and terms of the buyback.

The bank clarified that shares bought back would be purchased out of its distributable profits, noting that the highest potential cost – assuming the maximum number of shares acquired at the highest price authorised – would amount to €4 million.

“Given the company’s current financial condition, including distributable profits and cash reserves, the Board does not believe that the share buyback will have any adverse impact on the company’s financial position and/or regulatory capital requirements.”

Shares acquired by the bank will not be cancelled, but will be held in treasury and may be re-sold or transferred, including the qualifying employees under its Employee Share Incentive Plan.

Debt issuance

In a separate resolution, shareholders are also being asked to empower the board to issue up to €150 million in bonds or other debt securities.

The proposed mandate would allow the board to structure and issue such instruments on terms it deems appropriate, including offering them to the public. It would also enable the bank to seek admission of these securities to trading on the Official List of the Malta Stock Exchange or other regulated markets.

In the accompanying circular, the Board justified the proposal by pointing to its capital and financial regulatory requirements.

This authorisation would likewise remain valid until the conclusion of the bank’s 2027 annual general meeting.

Dividend

The Board also recommended a gross final dividend of €11.4 million, amounting to a final net dividend of €7.4 million, or €0.015 per ordinary share. 

Shareholders can choose to receive the dividend in cash or in scrip by the issue of new shares at a price of €0.50 per share.