SCIENS INTERNATIONAL INVESTMENTS AND HOLDINGS SA
Announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN
SUBSCRIPTION BY 83% OF CAPITAL INCREASE THROUGH PAYMENT OF CASH AND PARTIAL LIMITATION OF THE PRE-EMPTION RIGHT
The Board of Directors of Sciens International Investments and Holdings S.A. (the "Company") announces the following:
1.The increase of the Company's share capital by 68,490,996 EURO through payment of cash, partial limitation of the existing shareholders' pre-emption rights and the issuance of 114,151,660 new common registered voting shares in book-entry form, each having a nominal value of 0.60 EURO (the "Issue" and the "New Shares", respectively), which has been resolved by the First Repeat General Meeting of the Company's shareholders at its session held on 13.07.2007 (the "Increase"), commenced on 23.11.2007 and ended on 7.12.2007.
2.More specifically, in accordance with the terms of the Increase:
(a)68,491,000 of the New Shares, representing approximately 60% of the Issue and the New Shares, respectively (the "New Shares to be Offered to the Existing Shareholders") would be offered to the Company's existing shareholders at 1.30 EURO per share (the "Offer Price A").
(b)45,660,660 of the New Shares, representing approximately 40% of the Issue and the New Shares respectively (the "New Shares to be Offered to Qualified and International Investors") would be offered through a private placement, namely without an "offer to the public", in the meaning of Law 3401/2005 (the "Private Placement") (i) to "qualified investors" (in the meaning of article 2, par. 1(e) of Law 3401/2005) in Greece (the "Qualified Investors"), and (ii) to eligible international investors (the "International Investors") at 1.50 EURO per share or at a higher price that may result from the Private Placement process (the "Offer Price B").
(c)In the event that, after the exercise of the pre-emption rights (the "Pre-emption Rights"), there would be unsubscribed New Shares to be Offered to Existing Shareholders (the "Unsubscribed Shares"), those of the existing shareholders who exercised Pre-emption Rights and those who acquired and exercised Pre-emption Rights (the "Beneficiaries") would have the right to acquire Unsubscribed Shares at the Offer Price A without quantitative restriction (the "Oversubscription Right").
(d)In the event that, after the exercise of the Pre-emption Rights and Oversubscription Rights there would be Unsubscribed Shares, such shares would be added to the New Shares to be Offered to Qualified and International Investors and offered by the Company's Board of Directors through the Private Placement to Qualified Investors and International Investors at the Offer Price B.
3.All New Shares to be Offered to the Existing Shareholders, namely 68,491,000 of the New Shares, representing approximately 60% of the Issue, were offered to the existing shareholders, to those who acquired and exercised Pre-emption Rights during their trading on the Athens Exchange ("ATHEX"), as well as to those who exercised Oversubscription Rights, at the Offer Price A, namely 1.30 EURO per share, and 89,038,300 EURO were received. More particularly:
(a)50,389,622 of the New Shares to be Offered to the Existing Shareholders, representing 74% of this category of New Shares, were subscribed for by those who exercised Pre-emption Rights, and
(b)18,101,378 of the New Shares to be Offered to the Existing Shareholders, representing 26% of this category of New Shares, were subscribed for by those who exercised Oversubscription Rights.
4.14,561,463 of the aggregate 45,660,660 New Shares to be Offered to Qualified and International Investors, representing 13% of the Issue and 32% of all New Shares to be Offered to Qualified and International Investors, were offered through the Private Placement at the Offer Price B which was finally set at 1.50 EURO, whilst 21,842,194.50 EURO in total were received.
5.According to the decision of the Company's Board of Directors dated 10.12.2007, 11,511,019 of the total 31,099,197 New Shares which remained unsubscribed, were allocated, following its request, to the Company's shareholder, Piraeus Bank, of which the Oversubscription Right was partially satisfied, at 1.50 EURO per share, and as a result the additional aggregate amount of 17,266,528.50 EURO was received.
6.Following the above, the Increase was covered by 83%, whilst the total proceeds amounted to 128,147,023.00 EURO and the Company's share capital is finally increased by 56,738,089.20 EURO, through the issue of 94,563,482 new common registered shares, each having a nominal value of 0.60 EURO. The amount equal to the difference between the nominal value of the new shares actually issued and their offer price, namely in aggregate 71,408,933 EURO will be credited to the account marked as "Reserve from the issue of shares above par".
7.In accordance with article 13a of C.L. 2190/1920, an Extraordinary General Meeting of the Company's shareholders is already convened and will hold its session on 12.12.2007 to approve the amendment to the Company's articles of association relating to its share capital in order to adjust it to the amount actually subscribed in the Increase.
8.The listing of the above 94,563,482 New Shares will be made after completion of the said Extraordinary General Meeting. The Company will inform the investors of the date on which the trading of the new shares on the ATHEX will start pursuant to a further announcement.
SUBSCRIPTION BY 83% OF CAPITAL INCREASE THROUGH PAYMENT OF CASH AND PARTIAL LIMITATION OF THE PRE-EMPTION RIGHT
The Board of Directors of Sciens International Investments and Holdings S.A. (the "Company") announces the following:
1.The increase of the Company's share capital by 68,490,996 EURO through payment of cash, partial limitation of the existing shareholders' pre-emption rights and the issuance of 114,151,660 new common registered voting shares in book-entry form, each having a nominal value of 0.60 EURO (the "Issue" and the "New Shares", respectively), which has been resolved by the First Repeat General Meeting of the Company's shareholders at its session held on 13.07.2007 (the "Increase"), commenced on 23.11.2007 and ended on 7.12.2007.
2.More specifically, in accordance with the terms of the Increase:
(a)68,491,000 of the New Shares, representing approximately 60% of the Issue and the New Shares, respectively (the "New Shares to be Offered to the Existing Shareholders") would be offered to the Company's existing shareholders at 1.30 EURO per share (the "Offer Price A").
(b)45,660,660 of the New Shares, representing approximately 40% of the Issue and the New Shares respectively (the "New Shares to be Offered to Qualified and International Investors") would be offered through a private placement, namely without an "offer to the public", in the meaning of Law 3401/2005 (the "Private Placement") (i) to "qualified investors" (in the meaning of article 2, par. 1(e) of Law 3401/2005) in Greece (the "Qualified Investors"), and (ii) to eligible international investors (the "International Investors") at 1.50 EURO per share or at a higher price that may result from the Private Placement process (the "Offer Price B").
(c)In the event that, after the exercise of the pre-emption rights (the "Pre-emption Rights"), there would be unsubscribed New Shares to be Offered to Existing Shareholders (the "Unsubscribed Shares"), those of the existing shareholders who exercised Pre-emption Rights and those who acquired and exercised Pre-emption Rights (the "Beneficiaries") would have the right to acquire Unsubscribed Shares at the Offer Price A without quantitative restriction (the "Oversubscription Right").
(d)In the event that, after the exercise of the Pre-emption Rights and Oversubscription Rights there would be Unsubscribed Shares, such shares would be added to the New Shares to be Offered to Qualified and International Investors and offered by the Company's Board of Directors through the Private Placement to Qualified Investors and International Investors at the Offer Price B.
3.All New Shares to be Offered to the Existing Shareholders, namely 68,491,000 of the New Shares, representing approximately 60% of the Issue, were offered to the existing shareholders, to those who acquired and exercised Pre-emption Rights during their trading on the Athens Exchange ("ATHEX"), as well as to those who exercised Oversubscription Rights, at the Offer Price A, namely 1.30 EURO per share, and 89,038,300 EURO were received. More particularly:
(a)50,389,622 of the New Shares to be Offered to the Existing Shareholders, representing 74% of this category of New Shares, were subscribed for by those who exercised Pre-emption Rights, and
(b)18,101,378 of the New Shares to be Offered to the Existing Shareholders, representing 26% of this category of New Shares, were subscribed for by those who exercised Oversubscription Rights.
4.14,561,463 of the aggregate 45,660,660 New Shares to be Offered to Qualified and International Investors, representing 13% of the Issue and 32% of all New Shares to be Offered to Qualified and International Investors, were offered through the Private Placement at the Offer Price B which was finally set at 1.50 EURO, whilst 21,842,194.50 EURO in total were received.
5.According to the decision of the Company's Board of Directors dated 10.12.2007, 11,511,019 of the total 31,099,197 New Shares which remained unsubscribed, were allocated, following its request, to the Company's shareholder, Piraeus Bank, of which the Oversubscription Right was partially satisfied, at 1.50 EURO per share, and as a result the additional aggregate amount of 17,266,528.50 EURO was received.
6.Following the above, the Increase was covered by 83%, whilst the total proceeds amounted to 128,147,023.00 EURO and the Company's share capital is finally increased by 56,738,089.20 EURO, through the issue of 94,563,482 new common registered shares, each having a nominal value of 0.60 EURO. The amount equal to the difference between the nominal value of the new shares actually issued and their offer price, namely in aggregate 71,408,933 EURO will be credited to the account marked as "Reserve from the issue of shares above par".
7.In accordance with article 13a of C.L. 2190/1920, an Extraordinary General Meeting of the Company's shareholders is already convened and will hold its session on 12.12.2007 to approve the amendment to the Company's articles of association relating to its share capital in order to adjust it to the amount actually subscribed in the Increase.
8.The listing of the above 94,563,482 New Shares will be made after completion of the said Extraordinary General Meeting. The Company will inform the investors of the date on which the trading of the new shares on the ATHEX will start pursuant to a further announcement.