NBG PANGAEA REAL ESTATE INVESTMENT COMPANY
NBG PANGAEA REAL ESTATE INVESTMENT COMPANY
MANDATORY TENDER OFFER OF
“NBG PANGAEA REAL ESTATE INVESTMENT COMPANY” (NBG PANGAEA REIC)
TO SHAREHOLDERS OF
“MIG REAL ESTATE REIC”
FOR THE ACQUISITION OF THE TOTAL OF COMMON REGISTERED SHARES OF
“MIG REAL ESTATE RINVESTMENT COMPANY” (MIG REAL ESTAT REIC)
AT THE PRICE OF €3.10 IN CASH PER SHARE
(pursuant to Law 3461/2006)
It is announced that on 22 September 2014 (the “Prospectus Date”), the Board of Directors of the Hellenic Capital Market Commission (HCMC) approved, as per article 11.4 of Law 3461/2006 (the “Law”), as amended, the prospectus (the “Prospectus”) of the Mandatory Tender Offer (the “Tender Offer”), that the company under the name “NBG PANGAEA REAL ESTATE INVESTMENT COMPANY”, having its registered office at 6, Karageorgi Servias Str., 105 62 Athens, (the “Offeror”) submitted on 19 August 2014 (the “Tender Offer Date”) to shareholders of “MIG REAL ESTATE INVESTMENT COMPANY”, having its registered office at 4, George Str., 106 77 Athens (the “Company”). On the same date, the Offeror submitted to the HCMC and notified the Company of a draft Prospectus and published an announcement on the internet and the Daily Official List of the Athens Exchange (the “ATHEX”) regarding the submission of the Tender Offer, as above.
1. DISTRIBUTION OF THE PROSPECTUS
The Prospectus, as approved by the HCMC, as well as the representations of acceptance of the Public Offer shall be available free of charge in printed form, during banking days and hours through all Greek branches of National Bank of Greece S.A. (the “Manager”), as of 24 September 2014 and throughout the Acceptance Period of the Public Offer (as defined hereinafter). Moreover, shareholders shall be able as from 24 September 2014 and throughout the Acceptance Period of the Public Offer, to request free of charge copies of the Prospectus in the Manager's head office (86, Eolou Str., 10232 Athens) and Branches, the Offeror's offices (6, Karageorgi Servias Str., 10562 Athens) and the offices of the Advisor to the Offeror “NBG SECURITIES S.A.” (91, Michalakopoulou Str., 11528 Athens).
In addition, the Prospectus shall be available in electronic form via the website of the Offeror (www.nbgpangaea.gr) and of the Advisor “NBG SECURITIES S.A.” (www.nbgsecurities.com).
2. SUBJECT OF THE TENDER OFFER
On 12 August 2014, Marfin Investment Group Holdings S.A. transferred to the Offeror through a block trade the total shares held in the Company, i.e. 4,920,000 shares, representing circa 34.96% of the total share capital and voting rights of the Company, against a consideration of €2.5 per share.
Following acquisition of the said majority stake, on 12 August 2014 the Offeror concluded a Framework Agreement with the Cypriot company Medscope Holdings Ltd, Mr. Nikolaos Goulandris and Mr. Ilias Volonasis. The Framework Agreement was also signed by the Offeror's shareholders. By virtue of the said Agreement, the above shareholders transferred to the Offeror the total of the Company's shares they held at 12 August 2014, i.e. 6,734,011 shares in total, representing circa 47.85% of the total share capital and voting rights of the Company, via OTC transactions, as contribution in kind to the Offeror's €13,394,604.00 share capital increase through the issuance of 3,348,651 new common redeemable shares of a nominal value of €4.00 and issue price of €6.23 each. The value of the said contribution was set at €3.10 per share of the Company.
Accordingly, as at 12 August 2014, the Offeror held in total 11,654,011 shares of the Company, i.e. 82.81% of the total share capital, and consequently the Offeror was obliged to submit the Tender Offer. At the Tender Offer Date and the Prospectus Date, the shares of the Company, which are the subject of the mandatory Tender Offer, stand at 2,419,989 shares and represent circa 17.19% of the total share capital of the Company.
The Offeror does not intend to acquire further Shares in the Company, via the ATHEX or otherwise, during the period from submission of the Tender Offer through to the expiry of the Acceptance Period of the Tender Offer.
3. ACCEPTANCE PERIOD
The Acceptance Period of the Tender Offer shall commence on 24 September 2014 and expire on 22 October 2014, until the close of banking hours applying to banks operating in Greece.
4. OFFER PRICE
Pursuant to article 9 of the Law, the Offeror will pay the amount of €3.10 per Share of the Tender Offer for each offered share for which the Tender Offer is legally and validly accepted.
The Offer Price is fair and reasonable, pursuant to article 9, paragraph 4 of the Law, as set out in detail in section 2.16 of the Prospectus.
Note that from the Offer Price payable to the accepting shareholders the following will be deducted: (1) the clearing rights for OTC transfer of the Shares provided for under the Clearing Regulations, and (2) the relevant tax on stock market transactions, currently standing at 0.20% and calculated with respect to the OTC transaction value for the transfer of shares transferred to the Offeror.
5. TENDER OFFER ACCEPTANCE PROCESS
The acceptance process is described in paragraph 3.2 of the Prospectus.
6. TENDER OFFER COMPLETION
The results of the Tender Offer will be announced within two (2) business days following expiry of the Acceptance Period, in the Daily Official List, posted on the ATHEX website, and the Offeror's website, pursuant to article 23 of the Law, i.e. by 24.10.2014 inclusive.
The transfer of the offered shares to the Offeror and the payment of the Offer Price to the accepting shareholders will be carried out within four (4) business days following expiry of the Acceptance Period, i.e. by 29.10.2014 inclusive.
7. NOTES
If following completion of the Tender Offer, the Offeror and the Persons Acting in concert with it hold, directly or indirectly, Shares representing at least 90% of the total voting rights of the Company:
(a) the Offeror will not exercise the squeeze-out right, pursuant to article 27 of the Law, and
(b) the Shareholders who have not accepted the Tender Offer will be entitled to exercise the exit right against payment of the Offer Price per share in cash by the Offeror, pursuant to article 28 of the Law and in conjunction with HCMC decision 1/409/29.12.2006.
The principal aim of the Offeror is the primary listing of its shares on the ATHEX. When such listing becomes feasible, the Offeror will maintain the Company's independent operation and it has no intention of delisting the Company from the ATHEX for at least six months as of the Prospectus Date.
If the primary listing of the Offeror's shares on the ATHEX cannot be effected for any reason, the Offeror shall have his shares listed on the ATHEX through reverse merger within the period of time stipulated by applicable legislation.
The present announcement does not replace the full text of the approved Prospectus, which should be consulted and carefully read by interested parties before making any investment decisions with respect to the said Tender Offer.
Monday, 22 September 2014
The present Tender Offer is not an offer to purchase shares and is not addressed in any way or form (document or otherwise), whether directly or indirectly, to (legal or natural) persons in any jurisdiction, other than Greek territory, where conducting such an offer or mailing/distributing the present announcement is illegal or constitutes violation of any applicable legislation, provision or regulation or is subject to restrictions. Accordingly, the dispatch, distribution, mailing or any other mode of promotion of copies or photocopies of the Prospectus and any document or other material relating to the present Tender Offer by any (natural or legal) person to or from such countries is prohibited. As a result, persons that may receive the present Prospectus or document relating thereto and/or the Tender Offer should be duly informed and be fully aware of such restrictions. Neither the Offeror nor the Advisor will be liable for any violation by any persons of the aforesaid prohibitions.