MIG HOLDINGS S.A.
Announcement of results of mandatory tender offer of "MIG SHIPPING S.A." to the shareholders of "ATTICA HOLDINGS S.A."
MIG SHIPPING S.A. (the "Offeror"), a company wholly owned by "MARFIN INVESTMENT GROUP HOLDINGS S.A." ("MIG"), hereby announces the following:
1. On October 3rd 2007, the Offeror and MIG held 51.64% of the share capital and voting rights of "ATTICA HOLDINGS S.A." (the "Company"), as a result of which the amount of their voting rights in the Company exceeded 1/3, resulting in the Offeror being obliged to make a Tender Offer for the acquisition of the entirety of the common bearer shares of the Company with voting rights, at the price of euros 5.50 per share payable in cash, pursuant to article 7 of Law 3461/2006 (the "Law"). The Offeror initiated the process of the tender offer, notifying in writing the Capital Market Committee and the Board of Directors of the Company on 23.10.2007, in accordance with article 10 para. 1 of the Law. Subsequently, on 24.10.2007 the tender offer was published on the website of the Stock Exchange and in the Daily Price Bulletin in accordance with article 16 para. 1 of the Law.
2. The Capital Market Committee approved the Prospectus regarding the acquisition of the entirety of the common bearer shares with voting rights of the Company on November 29th 2007, in accordance with article 11 para. 4 of the Law. The Acceptance Period commenced on Monday, December 3rd 2007 and ended on Wednesday, January 2nd 2008.
3. Throughout the tender offer, 33,067,681 shares in total were validly offered to the Offeror by 552 shareholders of the Company, i.e. shares representing 31.74% on the entirety of the Company's share capital.
4. Following publication of the Tender Offer and until the end of the Acceptance Period, i.e. from October 23rd 2007 until (and including) January 2nd 2008, the parent company of the Offeror, MIG, acquired securities of the Company through the stock exchange at a price not exceeding the Offered Price of the tender offer. All such acquisitions of Shares were declared and published in accordance with article 24 para. 2 of the Law. By the end of the Acceptance Period, the Offeror and MIG held 61,321,955 shares and voting rights of the Company in total, corresponding to 58.87% of its voting rights.
5. Upon expiration of the Acceptance Period, MIG acquired securities of the Company through the stock exchange, as a result of which the Offeror and MIG owned 61,334,695 shares and voting rights of the Company in total, corresponding to 58.88% of its voting rights.
6. Therefore, on the basis of the facts as at January 3rd 2008, the Offeror and MIG will hold 94,402,376 shares of the Company in total, representing 90.62% on the Company's total share capital.
7. By the following day of the publication of the results of the Tender Offer at the latest, "MARFIN EGNATIA BANK S.A.", acting as representative in the name and on behalf of the sellers/Accepting Shareholders, and the Offeror will enter into an agreement regarding the transfer of the Transferred Shares over the counter, in accordance with article 46 of the Regulation of the Stock Exchange of Athens. Acting in accordance with the above, "MARFIN EGNATIA BANK S.A." will take all necessary action in order to file with the "Hellenic Stock Exchanges S.A." all documents required in order to register the transfer of the Transferred Shares in the Incorporeal Securities System. The over-the-counter transfer of the Transferred Shares will be recorded in the Incorporeal Securities System on the third business day following filing with the "Hellenic Stock Exchanges S.A." of all documents required for that transaction, as provided for in article 46 of the Regulation of the Stock Exchange of Athens. On the same third business day on which said registration shall have been completed, the Transferred Shares will be credited to the account of the Offeror in the Incorporeal Securities System and "MARFIN EGNATIA BANK S.A." will pay the Offered Price to each seller-Shareholder in the method selected by each such Shareholder in the Acceptance Statement, i.e. either by crediting their deposit account in "MARFIN EGNATIA BANK S.A." or through payment in cash at any branch of "MARFIN EGNATIA BANK S.A." in Greece, at which the Accepting Shareholders shall appear and present 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 Offeror at the Incorporeal Securities System are expected to be completed by January 10th 2008.
8. All holders of shares of the Company which were not exchanged as part of the Tender Offer are entitled to exit with payment in cash in accordance with article 28 of Law 3461/2006 and Decision nr. 1/409/29.12.2006 of the Board of Directors of the Capital Market Committee. The above right of exit involves the sale and transfer of the Company's shares to the Offeror through the Stock Exchange at the price of euros 5.50 per share, with the recording of a relevant order in the transactions system of the Stock Exchange of Athens. The period of exercise of the exit right expires on Friday, April 4th 2008.
9. For more information, all Shareholders may refer during business days and hours to the Shareholders Service of MIG (tel. +30 210 7710383, Mr. Ioannis Sgagias and +30 210 7710053, Mrs. Maria Spanaki) or the Company (tel. +30 210 8919500).
1. On October 3rd 2007, the Offeror and MIG held 51.64% of the share capital and voting rights of "ATTICA HOLDINGS S.A." (the "Company"), as a result of which the amount of their voting rights in the Company exceeded 1/3, resulting in the Offeror being obliged to make a Tender Offer for the acquisition of the entirety of the common bearer shares of the Company with voting rights, at the price of euros 5.50 per share payable in cash, pursuant to article 7 of Law 3461/2006 (the "Law"). The Offeror initiated the process of the tender offer, notifying in writing the Capital Market Committee and the Board of Directors of the Company on 23.10.2007, in accordance with article 10 para. 1 of the Law. Subsequently, on 24.10.2007 the tender offer was published on the website of the Stock Exchange and in the Daily Price Bulletin in accordance with article 16 para. 1 of the Law.
2. The Capital Market Committee approved the Prospectus regarding the acquisition of the entirety of the common bearer shares with voting rights of the Company on November 29th 2007, in accordance with article 11 para. 4 of the Law. The Acceptance Period commenced on Monday, December 3rd 2007 and ended on Wednesday, January 2nd 2008.
3. Throughout the tender offer, 33,067,681 shares in total were validly offered to the Offeror by 552 shareholders of the Company, i.e. shares representing 31.74% on the entirety of the Company's share capital.
4. Following publication of the Tender Offer and until the end of the Acceptance Period, i.e. from October 23rd 2007 until (and including) January 2nd 2008, the parent company of the Offeror, MIG, acquired securities of the Company through the stock exchange at a price not exceeding the Offered Price of the tender offer. All such acquisitions of Shares were declared and published in accordance with article 24 para. 2 of the Law. By the end of the Acceptance Period, the Offeror and MIG held 61,321,955 shares and voting rights of the Company in total, corresponding to 58.87% of its voting rights.
5. Upon expiration of the Acceptance Period, MIG acquired securities of the Company through the stock exchange, as a result of which the Offeror and MIG owned 61,334,695 shares and voting rights of the Company in total, corresponding to 58.88% of its voting rights.
6. Therefore, on the basis of the facts as at January 3rd 2008, the Offeror and MIG will hold 94,402,376 shares of the Company in total, representing 90.62% on the Company's total share capital.
7. By the following day of the publication of the results of the Tender Offer at the latest, "MARFIN EGNATIA BANK S.A.", acting as representative in the name and on behalf of the sellers/Accepting Shareholders, and the Offeror will enter into an agreement regarding the transfer of the Transferred Shares over the counter, in accordance with article 46 of the Regulation of the Stock Exchange of Athens. Acting in accordance with the above, "MARFIN EGNATIA BANK S.A." will take all necessary action in order to file with the "Hellenic Stock Exchanges S.A." all documents required in order to register the transfer of the Transferred Shares in the Incorporeal Securities System. The over-the-counter transfer of the Transferred Shares will be recorded in the Incorporeal Securities System on the third business day following filing with the "Hellenic Stock Exchanges S.A." of all documents required for that transaction, as provided for in article 46 of the Regulation of the Stock Exchange of Athens. On the same third business day on which said registration shall have been completed, the Transferred Shares will be credited to the account of the Offeror in the Incorporeal Securities System and "MARFIN EGNATIA BANK S.A." will pay the Offered Price to each seller-Shareholder in the method selected by each such Shareholder in the Acceptance Statement, i.e. either by crediting their deposit account in "MARFIN EGNATIA BANK S.A." or through payment in cash at any branch of "MARFIN EGNATIA BANK S.A." in Greece, at which the Accepting Shareholders shall appear and present 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 Offeror at the Incorporeal Securities System are expected to be completed by January 10th 2008.
8. All holders of shares of the Company which were not exchanged as part of the Tender Offer are entitled to exit with payment in cash in accordance with article 28 of Law 3461/2006 and Decision nr. 1/409/29.12.2006 of the Board of Directors of the Capital Market Committee. The above right of exit involves the sale and transfer of the Company's shares to the Offeror through the Stock Exchange at the price of euros 5.50 per share, with the recording of a relevant order in the transactions system of the Stock Exchange of Athens. The period of exercise of the exit right expires on Friday, April 4th 2008.
9. For more information, all Shareholders may refer during business days and hours to the Shareholders Service of MIG (tel. +30 210 7710383, Mr. Ioannis Sgagias and +30 210 7710053, Mrs. Maria Spanaki) or the Company (tel. +30 210 8919500).