NEOCHIMIKI L.V. LAVRENTIADIS S.A. (Neochimiki) announces today that its wholly-owned Luxembourg subsidiary, Neochimiki Luxembourg S.A. (Issuer), will launch today the offering (the Offering) of up to Euro 100 million guaranteed exchangeable notes due 2014 to be issued by the Issuer and guaranteed by Neochimiki (the Exchangeable Notes). The Exchangeable Notes will be exchangeable for bonds, to be issued by Neochimiki, which will be convertible into new ordinary shares in Neochimiki (the Convertible Bonds). The Convertible Bonds will be issued in accordance with the specific resolution adopted at the adjourned meeting of 28 March 2007 of the Extraordinary Shareholders Meeting of Neochimiki and will be subscribed by the Issuer. The Offering will be made outside the United States exclusively to institutional investors who are non-US persons and other qualified investors (as defined in the E.U. Directive 2003/71/EC and Greek Law 3401/2005) and will be completed by way of a book building. Deutsche Bank AG, London Branch is acting as Lead Manager of the Offering. Application will be made for the listing of the Exchangeable Notes on the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg Stock Exchange s EuroMTF market. The issue of the Exchangeable Notes and the Convertible Bonds, which will take place concurrently, is expected to be completed on or about 30 April 2007.
THIS ANNOUNCEMENT IS NOT AN OFFER OF THE EXCHANGEABLE NOTES, THE CONVERTIBLE BONDS OR THE ORDINARY SHARES OF NEOCHIMIKI TO THE PUBLIC AND IS NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY INTO OR IN THE UNITED STATES (OR TO US PERSONS), AUSTRALIA, CANADA, ITALY OR JAPAN OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY ANY APPLICABLE LAW.
ANY OFFER OF SECURITIES TO THE PUBLIC THAT MAY BE DEEMED TO BE MADE PURSUANT TO THIS ANNOUNCEMENT IN ANY E.E.A. MEMBER STATE THAT HAS IMPLEMENTED E.U. DIRECTIVE 2003/71/EC (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, THE PROSPECTUS DIRECTIVE) IS ADDRESSED SOLELY TO QUALIFIED INVESTORS (WITHIN THE MEANING OF THE PROSPECTUS DIRECTIVE) IN THAT MEMBER STATE.
IN THE UNITED KINGDOM, THIS ANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE OFFERING, IS DIRECTED EXCLUSIVELY AT (A) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 (AS AMENDED) (THE ORDER) OR (B) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC) OF THE ORDER OR (C) OTHER PERSONS TO WHOM IT MAY BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF FINANCIAL SERVICES AND MARKETS ACT 2000 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ACCORDINGLY, IN THE UNITED KINGDOM, THIS ANNOUNCEMENT, IN SO FAR AS IT CONSTITUTES AN INVITATION OR INDUCEMENT TO PARTICIPATE IN THE OFFERING, MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS AND ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
In connection with the Offering of the Exchangeable Notes, Deutsche Bank AG, London Branch (the Stabilising Manager) or any person acting on behalf of the Stabilising Manager, may over-allot and effect transactions with a view to supporting the market price of the Exchangeable Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action shall begin on or after the date on which adequate public disclosure of the final terms of the offer of the Exchangeable Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after settlement and 60 days after the allotment of the Exchangeable Notes.
IN NO CASE WILL ANY STABILISATION ACTION BE TAKEN ON THE ATHENS EXCHANGE AND/OR IN CONNECTION WITH NEOCHIMIKI''S SHARES.