Share Capital Increase by cash contribution, with a pre-emption right in favour of existing shareholders
EX-RIGHTS DATE & TRADING PERIOD FOR PRE-EMPTION RIGHT:
EX-RIGHTS DATE OF PRE-EMPTION RIGHT : 01/08/2007.
PERIOD OF EXERCISE OF PRE-EMPTION RIGHT: 07/08/2007 - 07/09/2007.
TRADING PERIOD OF PRE-EMPTION RIGHT: 07/08/2007 - 03/09/2007.
The Board of Directors of "PIRAEUS BANK S.A." (the "Bank") notifies its Shareholders the following:
The 2nd Repeated Regular General Shareholders Meeting of the Bank, which took place on 03.05.2007, authorised the Board of Directors to increase its share capital up to the amount of share capital that had been paid on the date the decision was taken (03.05.2007), i.e. up to the sum of euro 1,288,830,297.87, in compliance with article 13 §1b of Regulatory Law 2190/1920.
In its meeting of 06.07.2007, the Board of Directors of the Bank decided to increase the Bank's share capital by euro 322,207,575.66 by cash contribution and a pre-emption right in favour of existing shareholders at a ratio of one (1) new ordinary registered share to four (4) existing ordinary registered shares. On the whole, 67,548,758 new ordinary registered shares (henceforth the "New Shares") will be issued with a nominal value of euro 4.77 each and with an offer price of euro 20.00 (henceforth the "Offer Price") for each New Share. The difference between the nominal value of the New Shares and their Offer Price, of a total amount of euro 1,028,767,584.34, shall be brought to credit the "Paid-in Capital From Issue Of Shares Above Par Value" liabilities account.
Following the above-mentioned increase, the Bank's share capital shall amount to euro 1,611,037,873.53 and be divided into 337,743,789 ordinary registered shares, with a nominal value of euro 4.77 each. The overall proceeds from the issue shall amount to about euro 1,350,975,160. The existing shareholders of the Bank are entitled to participate to the Share Capital Increase with a proportion of one (1) new ordinary registered share for four (4) existing ordinary registered shares .
The pre-emption right to the increase lies with: (a) all the holders of existing shares of the Bank, who shall be registered at the Shareholders Registry of Hellenic Exchange Holdings S.A. [E.X.A.E.] (the former Central Securities Depository [C.S.D.]), after the end of clearing for transactions carried out up until the conclusion of the session of the Athens Stock Exchange (henceforth the "Athens Stock Exchange") on the working day prior to the ex-rights date, i.e. on 31.07.2007, and (b) those who acquired pre-emption rights during the trading period of pre-emption right at the Athens Stock Exchange. Further, those who exercised pre-emption rights according to the above shall have the pre-subscription right for the acquisition , at the Offer Price, of additional New Shares of the Bank, which may remain unsold (henceforth "Unsold Shares"), up until four times the New Shares corresponding to the pre-emption rights they exercised. From 01.08.2007, the Bank's existing shares shall be traded in the Athens Stock Exchange without a right to participate in the share capital increase by cash contribution. From that same date, 01.08.2007, the starting price of Bank shares at the Athens Stock Exchange shall be formed pursuant to the Athens Stock Exchange regulation, in conjunction with decision no. 35/24.11.2005 by the Athens Stock Exchange Board of Directors, as it applies. According to the Bank's Board of Directors decision as of 06.07.2007, the Offer Price cannot be higher than the stock exchange price at the time of the ex-rights date. The period to exercise the pre-emption right is hereby set to be from 07.08.2007 to 07.09.2007. Pre-emption rights for the acquisition of New Shares are transferable and shall be tradable at the Athens Stock Exchange. The commencement of the trading period for the rights at the Athens Stock Exchange on-line transactions system coincides with the commencement of the period to exercise these rights. It is pointed out that rights trading shall not be possible on the last four (4) working days prior to the expiration of the period to exercise these rights. The conclusion of the session on 03.09.2007 meeting is determined as the date of expiration of the trading for these rights in the on-line transaction system of the Athens Stock Exchange. These rights will have been credited to the Investor Account of each holder at the Dematerialised Securities System (S.A.T.), on the day of the commencement of their trading. The exercise of the pre-emption right shall be performed on working days and hours through the whole network of branches of Piraeus Bank S.A. (for those shareholders who do not wish to exercise these rights through their operators) as well as through the operators of the shareholders' securities accounts (stock brokerage or a custodian bank). Shareholders who wish to exercise their rights through their operators should apply for the exercising of their rights by their operator. Operators shall have to be authorised by the shareholders and proceed to actions similar to the above for the proper exercise of their clients' pre-emption rights.
Otherwise, for rights to be exercised through PIRAEUS BANK S.A., the holders of pre-emption rights can exercise them by bringing forth the relevant Certificate of Undertaking of Rights by E.X.A.E. (former C.S.D.) and by paying into a special bank account, opened with PIRAEUS BANK S.A. for this share capital increase, the price for the New Shares for which they have a right to exercise. To have this certificate issued, they should address themselves: a) to the operator of their securities account with the S.A.T. (stock brokerage or a custodian bank), if their shares are not in a special account with the S.A.T., and b) to E.X.A.E. (former C.S.D.), if their shares are in a special account with the S.A.T.
To exercise their pre-emption rights, holders must produce at Bank branches their identity card, their Tax Registration Number, a printout of the S.A.T., as well as the relevant Certificate of Undertaking of Rights which must be requested by the operator of their securities account (or "E.X.A.E." (former "CSD") if their shares are registered in the Special account in the S.A.T.). It is further noted that the holders of pre-emption rights, during the exercise of their rights, they should also state: a) the ir investor account record number in S.A.T., b) their securities account number in S.A.T., and c) the authorised operator of the securities account to which they wish to have their shares registered.
After exercising their pre-emption rights, the persons thus registered shall receive a relevant receipt, which does not constitute a provisionary title, and may not be traded in the Athens Stock Exchange.
No fractions of shares shall be issued. Thus, it is recommended that shareholders see to it that they acquire a number of rights corresponding to an integer number of shares.
The pre-emption rights not exercised until the expiration of the exercise period (i.e. until 07.09.2007 inclusively) shall not be valid.
Pre- Subscription Right
At the same time as exercising the pre-emption rights, the holders of the latter shall be able to exercise their pre-subscription right, to a maximum of four times the number of new shares which correspond to the pre-emption rights they exercise, by submitting a written statement at any Bank branch or even to their authorised operators and, at the same time, contributing the overall funds corresponding to the Unsold Shares for which they exercise this right. Those who exercised the pre-subscription right shall be satisfied if there are any Unsold Shares, whereas, in case of excessive demand for Unsold Shares by those who exercised the pre - subscription right and by those who exercised a Staff pre - subscription right right, as described below, then they shall be satisfied in a proportional manner, on the basis of the number of shares for which they made the pre-subscription , and up to the full coverage of demand, whereas the paid sums from the pre-subscription not used to buy Unsold Shares shall be returned without interest to those who exercised the pre-subscription right.
Staff Pre-Subscription Right Throughout the period for exercising pre-emption rights, the persons employed by the Bank and by its existing affiliates in Greece (henceforth the "Staff") will have the possibility to exercise a Staff pre-subscription right by submitting a written statement at Bank branches and by contributing, at the same time, the overall funds corresponding to the Unsold Shares for which they are exercising this right.
Further instructions about how to exercise a Staff pre-subscription right shall be provided by the Bank through an internal circular.
If the number of Unsold Shares is not sufficient to fully cover pre-subscription registration, Unsold Shares shall be distributed by the Board of Directors in a proportional manner, on the basis of the number of shares for which pre-subscription registration is made, whereas the sums paid for pre-subscription registration not used for the buying of Unsold Shares shall be returned without interest.
In case an addendum to the Prospectus is issued, in compliance with article 16 of L. 3401/2005, the investors who have registered to acquire New Shares may withdraw from their registration within three working days at the latest from the issuing of the addendum.
In case that after the exercise of pre emption rights and pre subscription rights there are still Unsold Shares, those will be allocated by the Bank's Board of Directors to the following categories of investors as follows, with the following priority
- By private placement to qualified investors as described in article 2 paragraph 1 section f of L. 3401/2005 in Greece, as well as to eligible international investors abroad. The price at which the shares are to be sold to the eligible investors shall be deduced from book-building, but in any case shall not be lower than the Offer Price.
- To Goldman Sachs International and to Morgan Stanley & Co. International plc or even to other banks, at the Offer Price, by virtue of a relevant contract with the Bank to provide coverage guarantee.
Should the increase of share capital not be covered in full, share capital shall be increased up the amount covered pursuant to article 13a of L. 2190/20.
The New Shares which will result from the above increase shall have the right to a dividend (including any interim dividends) for the 2007 financial year.
The Prospectus for the Bank's share capital increase, as approved by the Board of Directors of the Hellenic Capital Market Committee on 26.07.2007, shall be available in electronic form from 31.07.2007 on the websites of the Athens Stock Exchange (www.ase.gr), of the Hellenic Capital Market Committee (www.hcmc.gr) and of the Bank (http://www.piraeusbank.gr/ecpage.asp?id=275021&lang=1&nt=99), and from 06.08.2007 in printed form at the branches of Piraeus Bank S.A. The date of commencement of the trading of the New Shares in the Athens Stock Exchange, after the completion of the increase of the share capital, shall be decided be the Board of Directors of the Bank and shall be notified by separate announcement. For more information, Shareholders are kindly requested to address the Shareholders Helpdesk of the Bank (on 0030.210-32 88 737, 0030.210-33 35 211 and 0030.210-32 88 011).