ANNOUNCEMENT OF EFG EUROBANK ERGASIAS S.A.SHARE CAPITAL INCREASE IN CASH IN FAVOR OF EXISTING SHAREHOLDERS EX-RIGHTS DATE AND TRADING PERIOD FOR PRE-EMPTION RIGHTS
EX-RIGHTS DATE: 27.8.2007
EXERCISE PERIOD FOR PRE-EMPTION RIGHTS: 31.8.2007 – 14.9.2007
TRADING PERIOD FOR PRE-EMPTION RIGHTS: 31.8.2007 – 10.9.2007
EXERCISE PERIOD FOR PRE-EMPTION RIGHTS: 31.8.2007 – 14.9.2007
TRADING PERIOD FOR PRE-EMPTION RIGHTS: 31.8.2007 – 10.9.2007
The Board of Directors of the Bank EFG Eurobank Ergasias S.A. (“Bank”) informs the public of the following:
1. The Repeat Extraordinary General Shareholders Meeting on August 2, 2007, resolved the increase of the share capital of the Bank by € 168,972,364 in cash through the issue of 61,444,496 new shares, of nominal value € 2.75 (“New Shares”) offered at € 20 (”Subscription Price”), in favour of existing shareholders, in a ratio of 2 New Shares for every 15 held.
The Subscription Price of the New Shares may not exceed the trading price on the ex-rights date.
All New Shares will be registered ordinary voting shares in electronic form and will be entitled to dividend for the financial year 2007.
All New Shares will be registered ordinary voting shares in electronic form and will be entitled to dividend for the financial year 2007.
If the increase is fully subscribed, the Bank’s share capital will amount to € 1,436,265,094, divided into 522,278,216 shares, of nominal value € 2,75. The funds raised are expected to amount to € 1.228.889.920. The excess above par of the proceeds from New Shares will be credited to the Share Premium Account.
2. Those entitled to pre-emption rights (“Pre-emption Rights”) include:
(i) existing shareholders of the Bank who are recorded in the Hellenic Exchanges S.A. (H.E.L.E.X.) Register after the close of business and settlement of transactions of the Athens Exchange on the working day before the ex-rights date, that is 24.8.2007, and are entitled to pre-emption Rights during the exercise period, and
(ii) those who will acquire Pre-emption Rights from trading on the Athens Exchange.
From 27.8.2007 the Bank’s shares will be traded on the Athens Exchange without the right to participate in the share capital increase. As of the same date, 27.8.2007, the opening price of the Bank’s shares on the Athens Exchange will be set in accordance with the Athens Exchange Rulebook together with the Resolution 35/24.11.2005 of the Board of Directors of Athens Exchange, as in force.
The exercise period for Pre-emption Rights will last from 31.8.2007 to 14.9.2007 (“Subscription Period”).
Pre-emption Rights for New Shares are transferable and will be traded on the Athens Exchange for the duration of the Subscription Period excluding the last 4 working days, that is from 31.8.2007 to the close of business on 10.9.2007. Pre-emption Rights will be credited to the investor’s account in the Electronic (Dematerialised) Securities System (DSS) at the start of trading on 31.8.2007.
Pre-emption Rights not exercised within the Subscription Period, that is by 14.9.2007, expire and cease to exist.
In order to exercise their Pre-emption Rights, holders will need to submit a written declaration at the branches of the Bank during working hours, or through a broker or other custodian, together with the necessary documentation and simultaneous payment in cash of the total Subscription Price of the New Shares which correspond to the rights exercised.
In particular, for the exercise of Pre-emption Rights at the Bank’s branches, holders will need to:
a) produce their identification card, their tax registration number, a printout of their DSS details and the relevant Certificate of Commitment to Exercise Pre-emption Rights, which they should obtain from their authorized securities account operator (broker or custodian) or H.E.L.E.X. (if their shares are held in a special account of the D.S.S.)
b) declare their investor account record number in DSS, securities account number in DSS, and authorized securities account operator
c) make a cash payment in a special bank account opened for the purposes of the Offering equal to the total Subscription Price for the New Shares (€20 per share) corresponding to the Pre-emption Rights exercised.
Those having exercised Pre-emption Rights will obtain a receipt, which does not represent a temporary security and is not negotiable.
Fractions of shares shall not be used. That is why shareholders are advised to acquire a number of Pre-emption Rights, either through purchase of existing shares of the Bank or through purchase of such rights during their trading, such that during the exercise of Pre-emption Rights, a whole (non-fractional) number of New Shares results.
3. If there are new shares unsubscribed after the exercise of Pre-emption Rights (“Unsubscribed Shares”), the following rights will be granted:
(i) Rights of the Employees
To each of the Group’s Directors, executive management and staff in Greece and abroad (“Employees”), as at the time of the offer of the New Shares, entitlement (“Rights of the Employees”) to subscribe at the Subscription Price for 200 Unsubscribed Shares up to total for all the Employees of 1.500.000 Unsubscribed Shares.
To each of the Group’s Directors, executive management and staff in Greece and abroad (“Employees”), as at the time of the offer of the New Shares, entitlement (“Rights of the Employees”) to subscribe at the Subscription Price for 200 Unsubscribed Shares up to total for all the Employees of 1.500.000 Unsubscribed Shares.
Rights of the Employees for Unsubscribed New Shares must be exercised up until 3 business days prior to the expiry of the Subscription Period (that is, up to and including 11.9.07) by submitting a written declaration at the branches of the Bank, in case of Employees in Greece, and at the relevant departments of the Bank’s subsidiaries, in case of Employees outside of Greece and by making a cash payment equal to the total Subscription Price for the Unsubscribed Shares such Employee is subscribing for, or by committing and making a payment order on their account for such amount.
In particular, Employees outside of Greece will be entitled to exercise such rights only if those procedural requirements set by local law have been met prior to such exercise and in all cases no later than 5 working days before the end of the Subscription Period, that is by 7.9.2007.
(ii) Oversubscription Rights
Those who exercise Pre-emption Rights are also entitled to subscribe at the Subscription Price for an additional 1 Unsubscribed Share for every 2 New Shares corresponding to the Pre-emption Rights exercised by such holders (“Oversubscription Rights”).
Those who exercise Pre-emption Rights are also entitled to subscribe at the Subscription Price for an additional 1 Unsubscribed Share for every 2 New Shares corresponding to the Pre-emption Rights exercised by such holders (“Oversubscription Rights”).
Oversubscription Rights shall be exercised simultaneously with the Pre-emption Rights during the Subscription Period by submitting a written declaration at the branches of the Bank and through their securities account operator (broker or custodian) and by making a simultaneous cash payment equal to the total Subscription Price for the Unsubscribed Shares corresponding to the Oversubscription Rights.
The payment may be made either in cash to the special bank account opened for the purposes of the offering or by irrevocably committing their account at the Bank for such amount and issuing an irrevocable order to settle by crediting the special account, in whole or in part, with the total subscription price of Unsubscribed shares which will ultimately be made available to those exercising Oversubscription Rights.
Those having exercised Oversubscription Rights will obtain a receipt, which does not represent a temporary security and is not negotiable.
Those having exercised Oversubscription Rights will obtain a receipt, which does not represent a temporary security and is not negotiable.
Those Unsubscribed Shares for which Pre-emption Rights have not been exercised will be allocated at the Subscription Price, as the Bank’s Board of Directors may resolve, pro-rata (to the total Unsubcribed Shares) and in order of priority as follows:
(iii) to the Employees who exercised their rights until demand is fully satisfied for the Unsubscribed Shares if such demand is less than 1,500,000 or (if more) up to the total limit of 1,500,000 New Shares
(iv) to the shareholders who exercised their Oversubscription Rights untill demand is satisfied.
Given that the Rights of the Employees and Oversubscription Rights exercised may not be satisfied, in total or in part, any subscription funds not used to acquire New Shares will be returned without interest to subscribers.
4. In the event that there are still Unsubscribed shares left even after the exercise of the Rights of the Employees and the Oversubscription Rights, the Board of Directors is authorized to offer the remaining shares at its discretion at a price at least equal to the Subscription Price.
In this framework, the Board of Directors may issue such shares to special investors in Greece as defined by article 2 para 1 of law 3401/2005 as well as special investors abroad as defined in local regulations. It is expected that the issue abroad will be arranged for the Bank by the international banks Deutsche Bank AG (London), Citigroup Global Markets Limited and Lehman Brothers. The price at which such Unsubscribed Shares will be issued to special investors will be determined by the procedure followed and in any case may not be less than the Subscription Price but may be greater than the price on the Athens Exchange of existing shares of the Bank at the time its shares trade ex-rights. The satisfaction of the demand of such investors who may have expressed an interest at the time of issue will be at the discretion of the Board of Directors of the Bank.
If shares remain unsubscribed, the Bank's share capital will be increased by whatever amount is subscribed, in accordance with Law 2190/1920, article 13a.
5. This announcement should be read in conjunction with the Greek Offer Memorandum for the increase in share capital of the Bank which, as approved by the Board of Directors of the Capital Markets Commission on 23 August 2007, is available to the public from 24.8.07 on the websites of the Bank (www.eurobank.gr), the Capital Market Commission (www.cmc.gov.gr) and the Athens Exchange (www.ase.gr) and from 28.8.07 in printed form, if requested, at the Bank’s branches.
The date of trading of the New Shares, after the completion of the share capital increase, will be determined by the Bank’s Board of Directors and will be will be announced to the public in due course.
For further information, Shareholders are kindly requested to contact the Bank’s Shareholders’ Department: 8, Iolkou Str. and Filikis Etaireias (Building A), 142 34 Nea Ionia, tel. +30 210 35 23 300.
Athens, August 23, 2007The Board of Directors of
EFG Eurobank Ergasias S.A.
EFG Eurobank Ergasias S.A.