SHARE CAPITAL INCREASE WITH PAYMENT IN CASH AND PREEMPTION RIGHT IN FAVOR OF EXISTING SHAREHOLDERS

EX-RIGHTS DATE: 28.09.2011

EXERCISE PERIOD OF PRE-EMPTION RIGHT: 04.10.2011-18.10.2011

TRADING PERIOD:  04.10.2011-12.10.2011

 

 

Advisors:

'INVESTMENT BANK OF GREECE S.A' and ‘EUROBANK EFG EQUITIES SA'

The company trading as 'DIAGNOSTIC AND THERAPEUTIC CENTER OF ATHENS-HYGEIA S.A' (hereinafter 'the Company') discloses the following to majority shareholders:

 

The Α’ Reiterative Ordinary General Shareholders Meeting (hereinafter the 'Shareholders') on 23.05.2011 decided the share capital increase (hereinafter the 'Share Capital Increase') of the Company by up to € 72,103,276.91 with the issuing of up to 175,861,651 new, common registered shares , of € 0.41 nominal value each share, with payment in cash and pre-emption right in favor of existing shareholders, at a ratio of one (1) new common registered share for each one (1) existing common registered share. The subscription price of new shares stands at € 0.50 per share.

 

The difference between the issue price and each share's nominal value of a total amount of € 15,827,548.59 will be credited to the account 'Share Premium' according to the Law and the Company's Articles of Association.

 

Further to the aforementioned increase, in case of full coverage, the Company's share capital will amount to € 144,206,553.82 divided into 351,723,302 shares, of forty one Euros (0.41€) nominal value each share. Total revenue from the issue, in case of full coverage, will amount to € 87,930,825.5.

 

On 01.07.2011 , decision no.Κ2-5562-01.07.2011 by the Minister of Competitiveness and Shipping was entered in the SAs Registry   (Government Gazette, issue on SAs and LTDs, Sheet no 5597/05.07.2011) whereby the modification of article 5 of the Company's Articles of Association was approved, on the Company's share capital increase with payment in cash.

 

The ex-rights date of the participation in the present share capital increase with payment in cash is the 28.09.2011. As of the same date, the Company's shares will be traded on Athex with no participation right in the share capital increase in question and the opening price of Company shares on Athex will be fixed in accordance with Athex Regulation, in combination with Athex BoD decision no. 26, as applying.

 

Beneficiaries of pre-emption rights are the Shareholders who are registered in the Dematerialized Securities System records on 30.09.2011 (Record Date of beneficiaries) as well as anyone who will acquire pre-emption rights during the trading period of the rights in question on Athex.

 

Based on the decision dated 23.05.2011 by the A’ Reiterative Ordinary General Shareholders Meeting of Company shareholders, provision is made for a partial coverage of the capital, pursuant to article 13^a of Codified Law 2190/20; it was decided that the subscription price will amount to €0.50 per share and shall apply regardless of the closing price of a Company share on the ex-rights date.

 

The exercise period of pre-emption right is fixed for 04.10.2011 to 18.10.2011.

 

Initiation of rights trading in Athex electronic transactions system coincides with the commencement of their exercise period. Note that the trading of rights shall not be possible in the last four (4) working days prior to expiry of their exercise. Therefore, the expiry of rights trading in the electronic transactions system of Athex is the closure of the meeting on 12.10.2011.

 

The pre-emption rights for the acquisition of new shares are transferable and will constitute an object for trading on Athex. The rights will be credited to the Share's Account of every shareholder in the DSS on the trading initiation date. The rights that will not be exercised until the expiry of the exercise period (namely by 18.10.2011) cease to apply.

 

The pre-emption rights can be exercised through the operators of shareholders' securities accounts, and on the working days and hours through the network of 'MARFIN EGNATIA BANK' branches, a branch in Greece of 'MARFIN POPULAR BANK PUBLIC CO LTD' (hereinafter 'MARFIN EGNATIA') and of 'EFG EUROBANK ERGASIAS S.A' (hereinafter 'EUROBANK EFG').

 

For the pre-emption right exercise, messrs Shareholders must submit to the branches of the banks 'MARFIN EGNATIA' and 'EFG EUROBANK' their identity card, a print-out of DSS particulars, their Tax Identification Number and the relevant Share-Blocking Certificate for Pre-emption Right, that they must seek from their account operator (or from 'HELEX' if their shares are found in the Special Account in the DSS).

 

Messrs Shareholders must also declare the following upon exercising their rights: a) the DSS investor account number, b) the securities account number in DSS and c) the authorized operator of the securities account where they wish to record their shares.

 

Upon their registration and exercise of their rights, messrs Shareholders are bound to pay the value of the new shares (€ 0.50 per share) for which they are registered in a special account, already opened by the Company at the banks 'MARFIN EGNATIA' and 'EUROBANK EFG' for that purpose, directly and without the Company's mediation. Registered parties will be granted a relevant receipt, which is not a security, does not constitute a temporary shares security and is not tradable on Athex.

 

The pre-emption rights that will not be duly exercised until the expiry of the registration period are depreciated and cease to apply.

In parallel to the Pre-emption Right exercise and in the same subscription price as the one of the Increase, all beneficiary shareholders and the persons who will obtain pre-emption rights upon trading on Athex, if they have fully covered their pre-emption right will have the possibility of a pre-registration.

 

There is no maximum number of shares in relation to the pre-registration right. The Pre-registration Right will be exercised in parallel to the Pre-emption Right throughout the exercise period of Pre-emption Rights either through the operators of shares securities accounts or during the working days and hours at the branches of the banks 'MARFIN EGNATIA' and 'EUROBANK EFG', (for shareholders who do not wish to pre-register through their operators).

 

The Pre-emption Right will be exercised with a written statement to be submitted to the branches of the banks 'MARFIN EGNATIA' and 'EUROBANK EFG' and will be accompanied with payment in cash or irrevocable order by the pre-registered shareholder for the blocking of deposits account held by the shareholder at the banks 'MARFIN EGNATIA' and 'EUROBANK EFG' by an equal amount to the total subscription price of unallocated shares for which the Pre-registration Right is exercised. After the exercise of pre-registration rights, a relevant receipt will be available, not constituting a temporary title or being tradable.

 

The parties having exercised the pre-registration right will be satisfied should unallocated shares emerge after exercising pre-emption rights. If the number of unallocated shares does not suffice for the full satisfaction of the demand of pre-registered investors, then they will be satisfied proportionally to the number of unallocated shares requested until exhaustion of demand. The amounts paid that will not be used for the acquisition of unallocated shares will be returned interest free to the parties having exercised the Pre-emption Right.

 

If more than one pre-registrations of the same natural persons or legal entities are ascertained on the basis of DSS data or/and the demographic data of the registering party, all registrations will be dealt with as a single registration.

 

If there are still unallocated shares left even after the above unallocated shares allocation, they will be made available by the Company's BoD on its own absolute discretion and under the limitations of the applicable law, or else the increase shall apply until the coverage amount, pursuant to article 13a of Codified Law 2190/1920.

 

The new shares to arise from the present increase will be of intangible form and will be entitled to dividend from the profits of the financial year 2011.

 

The Information Bulletin on the Company's share capital increase, as approved by the Capital Market Commission BoD (hereinafter the CMC) on 23.09.2011, will be available as of 28.09.2011 at the Company's offices, (30 Kapodistriou & Pentelikou, Athens 15123) and on its webpage (www.hygeia.gr), at the offices of the issue advisors ‘INVESTMENT BANK OF GREECE S.A.’ (24b Kifissias Avenue, Maroussi) and  ‘EUROBANK EFG EQUITIES S.A’ (10 Filellinon & 13 Xenophontos Street, Athens) and on their webpage (www.ibg.gr and www.eurobankequities.gr’), on Athex webpage (www.ase.gr) and on Hellenic Capital Market Commission webpage (www.hcmc.gr).

 

The trading initiation date of new shares on Athex, after the completion of the Share Capital Increase will be resolved upon by the Company and will be disclosed with a new announcement.

 

For further information, messrs shareholders may contact the Company’s Investor Relations Department (tel. 210-6867006, Mrs. Marina Mantzourani).

 

 

Athens, 26.09.2011