Share Capital Increase in cash WITH PRE-EMPTION RIGHTS in favour of existing shareholders
NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE OFFER OR THE INVITATION TO ACQUIRE NEW SHARES OF THE BANK WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE PRESS RELEASE.
Agricultural Bank of Greece S.A.
Share Capital Increase in cash WITH PRE-EMPTION RIGHTS in favour of existing shareholders
ex-rights date: 8.12.2011
PERIOD FOR EXERCISING PRE-EMPTION RIGHTS: 14.12.2011-28.12.2011
PRE-EMPTION RIGHTS TRADING PERIOD: 14.12.2011-21.12.2011
ADVISORS: NATIONAL BANK OF GREECE, EUROBANK EFG EQUITIES
The Board of Directors of Agricultural Bank of Greece (hereafter the “Bank”) informs the investors on the following:
The Bank's Extraordinary General Assembly of shareholders of 15.11.2011, resolved on the increase of the Bank's share capital (hereafter the “Share Capital Increase” or the “SCI”) by €289,999,999.80 in cash, by way of pre-emption rights in favour of existing shareholders, at a ratio of 0,3812913081668490 new common registered bearing voting right shares of a nominal value of €0.60 each for one (1) existing common registered bearing voting right share, through the issuance of 483,333,333 new common registered bearing voting right shares of a nominal value of €0.60 each (hereafter the “New Shares”) offered at €0,60 (hereafter the “Subscription Price”). The Subscription price may be higher than the market price of the Bank's existing shares on the ex-rights date.
Upon completion and in case the SCI is fully subscribed, the Bank's share capital will amount to €1,050,573,329.40, divided by 1,750,955,549.00 common registered shares of a nominal value of €0.60 each.
With respect to the offering of the New Shares, the aforementioned General Assembly has specifically decided the following:
a) The following persons shall have pre-emption rights in the SCI:
i. All shareholders of the Bank registered with the share registry kept by the “Hellenic Exchanges S.A.” (hereafter the “HELEX”) on the second business day following the ex-rights date, according to article 5.2 of the ATHEX Regulation, i.e. Monday 12 December 2011, and
ii. Those who acquire pre-emption rights during the pre-emption rights trading period on the Athens Exchange (hereafter the “ATHEX”)
b) In case where after the exercise of the pre-emption rights, following the aforementioned, there are still unsubscribed New Shares (hereafter the “Unsubscribed Shares”), the following rights are granted:
i. To persons under a.i. and a.ii. above who have fully exercised their pre-emption rights (fractions are not taken into account), an oversubscription right is granted to subscribe for unlimited number of Unsubscribed Shares at the Subscription Price (hereafter the “Oversubscription Right”). The Oversubscription Right shall be exercised throughout the period of exercise of the pre-emption rights through the Bank's branch network either by paying in cash the total amount for the Unsubscribed Shares for which they are subscribing or by blocking the equivalent amount in a bank account which they may hold with the Bank.
c) In case where after the exercise of the pre-emption rights, there are still Unsubscribed Shares, such shares shall be offered by the Bank's Board of Directors to the following investors in a priority order as follows:
i. To the persons having exercised the Oversubscription Right. If the number of the Unsubscribed Shares is not sufficient to fully satisfy the demand expressed by such investors, then the above mentioned investors shall be satisfied pro rata on the basis of the number of the Unsubscribed Shares that they have requested and until the demand is fully satisfied.
ii. In the event that there are Unsubscribed Shares still remaining, the Board of Directors shall offer them at its discretion, according to article 13 paragraph 8 of c.l. 2190/1920 otherwise the Bank's share capital shall increase according to the amount of the final coverage, according to article 13a of c.l. 2190/1920.
The ex-rights date is Thursday, 8.12.2011 (hereafter the “Ex-Rights Date”).
As of that date, the Bank's shares will be listed on the ATHEX without the right for participating in the SCI and their price on the ATHEX will be determined according to the ATHEX Regulation and decision No 26/17.7.2008 of the ATHEX Board of Directors, as in force.
Shareholders entitled to exercise pre-emption rights shall be the shareholders who will be registered with the Dematerialized Securities System (hereafter the “DSS”) on Monday12.12.2011.
The rights exercise period commences on Wednesday, 14.12.2011 and ends on Wednesday 28.12.2011.
The rights trading period on the ATHEX electronic transaction system commences on the same day as the rights exercise period.
It is noted that rights shall not be traded the last four (4) business days before the end of the rights exercise period.
Trading of the rights will end at the close of the trade of the ATHEX electronic trading system on Wednesday 21.12.2011.
The rights are transferable and shall be traded on the ATHEX.
The rights will be credited to the DSS accounts of the beneficiary shareholders on the first day of the rights trading period.
Rights that are not exercised by the end of the rights exercise period (namely by Wednesday 21.12.2011 including) expire and cease to exist.
The pre-emption rights shall be exercised through the Bank's branch network or via the operator (Brokerage Companies or Custodian) of the holders' securities accounts.
The rights can be exercised by the holders themselves or either through the shareholders' authorized securities account operators during normal business days and hours, by submitting the Rights Undertaking Certificate and by paying the subscription amount for the New Shares for which they are subscribing into a special account which will be opened for the SCI or by blocking the equivalent amount in a bank account which they may hold with the Bank.
To obtain the above said certificate, shareholders may refer to:
a) Their securities account operators (Brokerage Companies, Custodians), if their shares are not held in the special account of the DSS and
b) HELEX, if their shares are held in the special account of the DSS
For rights to be exercised, the shareholders must submit to the Bank's branches their identity card, their tax registration number, a printed copy of their DSS data, as well as the Rights Undertaking Certificate which should be obtained from their account managers (or from HELEX, if their shares are held in the special account of the DSS).
It is noted that, in order for the rights to be exercised, the shareholders must also declare a) their DSS investor account number, b) their DSS securities account number and c) their DSS authorized securities account operator.
No fractional shares will be issued. If, according to the DSS data and/or the particulars of the subscriber, more than one subscription by the same natural or legal person is identified, such subscriptions will be treated as a single subscription.
Those having exercised their pre-emption rights will obtain a receipt, which does not constitute a provisional share certificate and is not tradable on the ATHEX.
The Oversubscription Right shall be exercised, at the same time as the pre- emption right, throughout the period of exercise of the pre-emption rights, either through the securities accounts authorized operators (Brokerage Companies, Custodians) or through the Bank's branch network during business days and hours (for the shareholders not wishing to subscribe through their operators). The shareholders who wish to exercise their rights through their securities accounts operators must request the exercise of their rights from their operators.
The persons who have fully exercised their pre-emption rights, shall be able to exercise the Oversubscription Right for an unlimited number of Unsubscribed Shares by submitting a written statement to the Bank's branch network and by either paying in cash the total amount corresponding to the Unsubscribed Shares for which they are subscribing or by blocking the equivalent amount in a bank account which they may hold with the Bank.
The New Shares will i) be listed on the Main Market of the ATHEX, ii) be freely tradable and iii) incorporate the right to a dividend on the profits for financial year 2011 onwards if dividends are distributed.
The Prospectus with respect to the Share Capital Increase, as approved by the Board of Directors of the Capital Market Commission on Tuesday 6.12.2011, in the form of three (3) separate documents, i.e. “Summary Note”, “Share Registration Document” and “Share Securities Note” will be available to investors in electronic form on the ATHEX website www.ase.gr, the Capital Market Commission's website www.hcmc.gr, the Bank's website www.ate.gr, as well as on the Advisors' websites www.nbg.gr, www.eurobankequities.gr, in accordance with article 14, paragraph 2 (c), (d), (e) of Greek Law 3401/2005, as in force.
The Prospectus which consists of three (3) separate documents, i.e. “Summary Note”, “Share Registration Document” and “Share Securities Note”, during the exercise of the pre emption rights period, will be available to investors, free of charge and in printed form, if requested by the Corporate Announcements and Shareholders Service Department of the Bank, 23 Panepistimiou street, Athens and at the Bank's main branch, 4 Panepistimiou street, Athens.
The anticipated date of the commencement of the trading of the New shares is 10th January 2012. This date depends on unpredictable factors and is subject to change. In any case, the date of commencement of trading of the New Shares on the ATHEX, following completion of the Share Capital Increase, shall be resolved by the Bank and shall be announced by a separate announcement to ATHEX's website.
For further information, shareholders are kindly requested to contact the Bank's Shareholders Registry (tel: (+30) 210 32 98 400, (+30) 210 32 98 645, (+30) 210 32 98 604 & (+30) 210 32 98 613).
Athens
6.12.2011
The Board of Directors
United States
This release is not an offer of securities for sale in the United States. The securities discussed in this release have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States. European Economic Area No offer or invitation to acquire securities of Agricultural Bank of Greece S.A. is being made by or in connection with this release. Any such offer will be made solely by means of the Prospectus once it has been approved by the Hellenic Capital Market Commission and published in accordance with Greek law in connection with the public offer in Greece.
U.K.
This communication is directed in the United Kingdom solely at persons who (i) have professional experience in matters relating to investments and who fall within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (ii) are high net worth entities and other persons to whom such communication may otherwise lawfully be made falling within Article 49(2)(A) to (D) (all such persons together being referred to as "Relevant Persons"). This communication must not be acted on or relied on by persons who are not Relevant Persons. 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. Persons distributing this communication must satisfy themselves that it is lawful to do so.
Greece
This release does not constitute a prospectus or an advertisement for the public offer of securities in Greece, and is not an offer, or an invitation to make offers or to purchase or invest in any securities in Greece. Any investment decision in relation to securities referred to in this release and offered to the public in Greece should be based solely on the information that will be contained in the Prospectus once it has been approved by the Hellenic Capital Market Commission and published in accordance with the law.