MIG HOLDINGS S.A.
Announcement of results of the Mandatory Public Offer of "MARFIN INVESTMENT GROUP HOLDINGS S.A." to the shareholders of "VIVARTIA S.Α."
"MARFIN INVESTMENT GROUP HOLDINGS S.A." (the "Proposing Party") hereby announces the following:
1. On July 16th 2007, the Proposing Party acquired 34.05% of the voting rights in "VIVARTIA INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF ALIMENTATION PRODUCTS AND CATERING SERVICES" (the "Company"), exceeding as a result 1/3 of the voting rights in the Company, consequently becoming liable to make a Public Offer for the acquisition of the entire common registered shares with voting rights of the Company, at the price of euro 25,00 per share in cash, pursuant to article 7 of Law 3461/2006 (the "Law"). On August 6th, 2007, the Public Offer was announced at the website of the Stock Exchange and published at the Daily Price Bulletin of the Stock Exchange on the same day, pursuant to article 16 para. 1 of said Law.
2. The Capital Market Committee approved the Prospectus on September 6th 2007 and also approved its Addendum on September 28th 2007 in respect of the acquisition of the entirety of common registered shares of the Company with voting rights, including those resulting from the conversion of existing convertible bonds, in accordance with article 11, para. 4 of the Law. The Period of Acceptance commenced on Tuesday, September 11th 2007 and ended on Monday, October 8th 2007.
3. During the Public Offer, 17,751,263 shares were duly offered by 2,397 shareholders of the Company, representing 21.76% of the total share capital of the Company.
4. The Proposing Party acquired securities of the Company through the stock exchange during the period from the public announcement of the Offer until the day prior to the date of commencement of the Acceptance Period, i.e. from August 6th 2007 until - and including - September 10th 2007, at a price which did not exceed the Offered Price of the Public Offer, while no securities of the Company were acquired during the Period of Acceptance, i.e. from the date of commencement until - and including - the date of expiration of same. All acquisitions of Shares were announced and published pursuant to article 24, para. 2 of the Law. On September 10th, 2007, the Proposing Party held 56,870,379 shares of the Company with voting rights, corresponding to 69.71% of the entire voting rights.
5. In this light, based on prevalent circumstances as at October 10th 2007, the Proposing Party will hold 74,621,642 shares of the Company in total, representing 91.47% on the entire share capital of the Company.
6. By the day following publication of the results of the Public Offer at the latest, the "National Bank of Greece S.A.", acting as representative in the name and on behalf of the sellers-Accepting Shareholders, and the Proposing Party will enter into an agreement regarding the over-the-counter transfer of the Shares to be transferred, pursuant to article 46 of the Regulation of the Incorporeal Securities System. The "National Bank of Greece S.A.", acting in accordance with the above, will take all necessary action in order to file with the "Hellenic Stock Exchanges S.A." all documents required for the registration of the transfer of said Shares at the Incorporeal Securities System. The over-the-counter transfer of these Shares will be registered at the Incorporeal Securities System on the third business day after the filing of all documents required for this transaction with the "Hellenic Stock Exchanges S.A.", as provided for in article 46 of the Regulation of the Incorporeal Securities System. On that same business day, on which the above registration shall have been completed, the Shares to be transferred will be credited to the account of the Proposing Party at the Incorporeal Securities System, and the "National Bank of Greece S.A." will pay the Offered Price to each seller-Shareholder according to the method of payment chosen by the Accepting Shareholders in the Statement of Acceptance, i.e. either through crediting of their account held with the "National Bank of Greece S.A.", or through payment in cash at any branch of the "National Bank of Greece S.A." in Greece, at which the Accepting Shareholders shall appear and submit a copy of the Statement of Acceptance, showing their identity card or passport or corporate documents. The payment of the Offered Price to each seller-Shareholder and the crediting of the Transferred Shares to the account of the Proposing Party are expected to be completed by October 16th 2007.
7. The holders of shares of the Company which were not exchanged under the Public Offer are entitled to withdraw pursuant to article 28 of the Law.
1. On July 16th 2007, the Proposing Party acquired 34.05% of the voting rights in "VIVARTIA INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF ALIMENTATION PRODUCTS AND CATERING SERVICES" (the "Company"), exceeding as a result 1/3 of the voting rights in the Company, consequently becoming liable to make a Public Offer for the acquisition of the entire common registered shares with voting rights of the Company, at the price of euro 25,00 per share in cash, pursuant to article 7 of Law 3461/2006 (the "Law"). On August 6th, 2007, the Public Offer was announced at the website of the Stock Exchange and published at the Daily Price Bulletin of the Stock Exchange on the same day, pursuant to article 16 para. 1 of said Law.
2. The Capital Market Committee approved the Prospectus on September 6th 2007 and also approved its Addendum on September 28th 2007 in respect of the acquisition of the entirety of common registered shares of the Company with voting rights, including those resulting from the conversion of existing convertible bonds, in accordance with article 11, para. 4 of the Law. The Period of Acceptance commenced on Tuesday, September 11th 2007 and ended on Monday, October 8th 2007.
3. During the Public Offer, 17,751,263 shares were duly offered by 2,397 shareholders of the Company, representing 21.76% of the total share capital of the Company.
4. The Proposing Party acquired securities of the Company through the stock exchange during the period from the public announcement of the Offer until the day prior to the date of commencement of the Acceptance Period, i.e. from August 6th 2007 until - and including - September 10th 2007, at a price which did not exceed the Offered Price of the Public Offer, while no securities of the Company were acquired during the Period of Acceptance, i.e. from the date of commencement until - and including - the date of expiration of same. All acquisitions of Shares were announced and published pursuant to article 24, para. 2 of the Law. On September 10th, 2007, the Proposing Party held 56,870,379 shares of the Company with voting rights, corresponding to 69.71% of the entire voting rights.
5. In this light, based on prevalent circumstances as at October 10th 2007, the Proposing Party will hold 74,621,642 shares of the Company in total, representing 91.47% on the entire share capital of the Company.
6. By the day following publication of the results of the Public Offer at the latest, the "National Bank of Greece S.A.", acting as representative in the name and on behalf of the sellers-Accepting Shareholders, and the Proposing Party will enter into an agreement regarding the over-the-counter transfer of the Shares to be transferred, pursuant to article 46 of the Regulation of the Incorporeal Securities System. The "National Bank of Greece S.A.", acting in accordance with the above, will take all necessary action in order to file with the "Hellenic Stock Exchanges S.A." all documents required for the registration of the transfer of said Shares at the Incorporeal Securities System. The over-the-counter transfer of these Shares will be registered at the Incorporeal Securities System on the third business day after the filing of all documents required for this transaction with the "Hellenic Stock Exchanges S.A.", as provided for in article 46 of the Regulation of the Incorporeal Securities System. On that same business day, on which the above registration shall have been completed, the Shares to be transferred will be credited to the account of the Proposing Party at the Incorporeal Securities System, and the "National Bank of Greece S.A." will pay the Offered Price to each seller-Shareholder according to the method of payment chosen by the Accepting Shareholders in the Statement of Acceptance, i.e. either through crediting of their account held with the "National Bank of Greece S.A.", or through payment in cash at any branch of the "National Bank of Greece S.A." in Greece, at which the Accepting Shareholders shall appear and submit a copy of the Statement of Acceptance, showing their identity card or passport or corporate documents. The payment of the Offered Price to each seller-Shareholder and the crediting of the Transferred Shares to the account of the Proposing Party are expected to be completed by October 16th 2007.
7. The holders of shares of the Company which were not exchanged under the Public Offer are entitled to withdraw pursuant to article 28 of the Law.