EX-RIGHTS DATE: 19 November 2007
RIGHTS EXERCISE PERIOD: 23 November 2007 - 7 December 2007
RIGHTS TRADING PERIOD: 23 November 2007 - 3 December 2007
ISSUER ADVISOR: PIRAEUS BANK S.A.
The Board of Directors of Sciens International Investments and Holdings S.A. (the "Company") announces the following:
1. The First Repeat General Meeting of the Company's shareholders (the "General Meeting"), at its session held on 13.07.2007, resolved, amongst others, the increase of the Company's share capital by sixty eight million four hundred and ninety nine hundred and ninety six Euro (68,490,996 Euro), through payment of cash and partial limitation of the pre-emption right of the Company's existing shareholders, in accordance with article 13, par. 6 of Codified Law 2190/1920 (the "Increase"). More specifically, it was resolved to issue in aggregate one hundred and fourteen million one hundred and fifty one thousand six hundred and sixty (114,151,660) new common registered voting shares in book-entry form, each having a nominal value of sixty Eurocents (0.60 Euro) (the "Issue" and the "New Shares", respectively).
2. Following completion of the Increase, the Company's aggregate share capital will amount to one hundred and nine million five hundred and eighty five thousand five hundred and ninety six Euro (109,585,596) Euro, divided into one hundred and eighty two million six hundred and forty two thousand six hundred and sixty shares (182,642,660), each having a nominal value of sixty Eurocents (0.60 Euro). The gross proceeds of the Issue are expected to amount to one hundred and fifty seven million five hundred and twenty nine thousand two hundred and ninety Euro (157.529.290,0 Euro).
3. More specifically, in connection with the offering of the New Shares, the General Meeting approved, among others, the following:
(α) Sixty eight million, four hundred and ninety one thousand (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") will be offered to the existing shareholders at a ratio of one (1) New Share for one (1) existing share and at an offer price of one Euro and thirty Eurocents (1.30 Euro) (the "Offer Price A").
(β) Forty five million six hundred and sixty thousand six hundred and sixty (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") will 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 an offer price of one Euro and fifty Eurocents (1.50 Euro) or at a higher price that may result from the Private Placement process (the "Offer Price B"). Consequently, the Offer Price B will in any case be higher than the Offer Price A. The amount equal to the difference between the Offer Price A, the Offer Price B and the nominal value of the New Shares will be credited to the account marked as "Reserve from the issue of shares above par", in accordance with the law and the Company's Articles of Association.
4. On 31.7.2007, the decision Κ2-11687 of the Ministry of Development has been registered with the Registry of the Societes Anonymes.
5. Those who will have the pre-emption right to participate in the Increase (the "Pre-emption Right"), as such right has been limited to 60% of the Issue and the New Shares, namely 68,491,000 of the New Shares, will be:
(α) all holders of the Company's existing shares, who will be registered with the Shareholders Registry of Hellenic Exchanges S.A. ("HELEX.") following completion of the clearance of transactions, which will have been effected up to and including the end of ATHEX's trading session on the business day preceding the Ex-rights date, namely on November 16th, 2007, and
(β) the acquirers of Pre-emption Rights during their trading on ATHEX. Moreover, in the event that, after the exercise of the Pre-emption Rights, there will be unsubscribed New Shares to be Offered to Existing Shareholders (the "Unsubscribed Shares"), those who are listed in (a) and (b) above and have exercised their Pre-emption Right (the "Beneficiaries") will have the right to acquire Unsubscribed Shares at the Offer Price A without quantitative restriction (the "Oversubscription Right").
6. As of November 19th, 2007, the Company's existing shares will be traded on ATHEX without the right to participate in the Increase. As of the same date, the start trading price of the Company's existing shares on ATHEX will be adjusted in accordance with ATHEX's Rule Book in conjunction with the decision 35/24.11.2005 of the Board of Directors of ATHEX, as in force. According to the resolution of the General Meeting, the Offer Price A may be higher than the market price of the Company's existing shares at the Ex-rights date, pursuant to article 306, par. 5 of ATHEX's Rule Book.
7. The Pre-emption Right exercise period will be from November 23rd, 2007 to and including December 7th, 2007 (the "Exercise Period").
8. The Pre-emption Rights will be transferable and tradable on ATHEX. The trading of the Pre-emption Rights on the electronic trading system of ATHEX will commence at the beginning of the Exercise Period. It is noted that the trading of the Pre-emption Rights will not be possible during the four (4) business days prior to the expiry of the Exercise Period. The trading of the Pre-emption Rights on the electronic trading system of ATHEX will cease at the end of the trading session on December 3rd, 2007.
9. The Pre-emption Rights will be credited to the investor account at the Dematerialised Securities System ("DSS") of each person entitled thereto at the commencement of their trading, namely on November 23rd, 2007. The Pre-emption Right which will not be exercised by the end of the Exercise Period, namely until and including December 7th, 2007, will lapse.
10. The Pre-emption Rights may be exercised during normal business days and hours through the operators of the shareholders' securities accounts (stock brokerage firm or bank custodian), as well as through the Branches of Piraeus Bank S.A. (for those shareholders who do not wish to exercise them through their operators. Shareholders wishing to exercise their Pre-emption Rights through their operators should request that such operators exercise such rights and authorize them to proceed with all necessary actions as above to duly exercise the Pre-emption Rights. In case the exercise of the pre-emption Rights is made through Piraeus Bank S.A., their holders will exercise them by delivering a relevant "Blocking Certificate for the exercise of Pre-emption Rights" issued by HELEX and either paying an amount equal to the price for the New Shares they are entitled to subscribe to a special bank account that the Company has opened with Piraeus Bank S.A. for the Increase or crediting the bank account that they hold with Piraeus Bank S.A. with the same amount. For the issuance of the above certificate, shareholders should address to:
(α) their operator of their securities account (brokerage form or bank custodian), if their shares are not registered with a special account with DSS; and
(β) to HELEX if their shares are registered with a special account with DSS. To exercise the Pre-emption Rights, their holders should produce at the braches of Piraeus Bank S.A. their identity card, their tax registration number, a DSS print-out and the relevant Blocking Certificate for the exercise of Pre-emption Rights, which should be obtained from their securities account operator (or from HELEX, if their shares are registered with the special account at DSS). It is noted that the holders of Pre-emption Rights, in exercising their rights, should also provide: (i) the DSS investor account number, (ii) the DSS securities account number, and (iii) the authorised operator of their securities account with which they wish to register their New Shares. If more than one subscription is identified made by the same natural or legal person on the basis of the DSS data and/or the information of the subscriber, all these subscriptions will be treated as a unique subscription.
Following the exercise of the Pre-emption Rights, the subscribers will receive a relevant receipt, which does not constitute a provisional title and cannot be traded.
According to the resolution of the General Meeting, no fractional New Share will be issued and, therefore, it is recommended that shareholders acquire a number of Pre-emption Rights corresponding to an integral number of New Shares.