MIG HOLDINGS S.A.
Disclosure of Regulated Information
MARFIN INVESTMENT GROUP HOLDINGS S.A. (hereinafter "the Issuer") hereby announces, pursuant to Law 3556/2007, the Decision 1/434/3.7.2007 of the Board of Directors of the Capital Market Committee and Circular 33 of the Capital Market Committee that, on 24.4.2008, DUBAI GROUP LIMITED submitted a notification form dated 24.4.2008 concerning changes in voting rights attached to shares, wherein the following information was contained:
Reason for the notification: Disposal of voting rights in the Issuer and acquisition of a financial instrument which may result in acquisition of shares to which voting rights of the Issuer are attached Corporate name of the person subject to the notification obligation: DUBAI GROUP LIMITED
Name of shareholder (if other than the above person): COMMERZBANK AG
Date of the transaction: 2.4.2008
Threshold crossed or reached by the person being subject to the notification: 15%
Notified details:
On 2.4.2008, DUBAI FINANCIAL GROUP LLC proceeded to the sale of 53,532,184 shares of the Issuer, representing 6.45% of the voting rights of the Issuer, to COMMERZBANK AG, as well as to the acquisition of a Total Return Equity Swap on the above shares, pursuant to an agreement entered into with COMMERZBANK AG, with maturity on 3.4.2009, on which DUBAI FINANCIAL GROUP LLC will have the right to repurchase the above shares.
I. Situation previous to the triggering transactions:
Number of shares: 75,283,582 direct, 57,846,374 indirect, 133,129,956 total.
Number of voting rights: 75,283,582 direct, 57,846,374 indirect, 133,129,956 total.
% of voting rights: 9.07% direct, 6.97% indirect, 16.04% total
II. Resulting situation after the triggering transactions: a) Voting rights attached to shares Number of shares: 75,283,582 direct, 4,314,190 indirect, 79,597,772 total. Number of voting rights: 75,283,582 direct, 4,314,190 indirect, 79,597,772 total. % on voting rights: 9.07% direct, 0.52% indirect, 9.59% total. b) Financial instruments Expiration date: 3.4.2009 Number of voting rights that may be acquired if the instrument is exercised: 53,532,184 % of voting rights that may be acquired if the instrument is exercised: 53,532,184 TOTAL (a + b) Number of shares: 75,283,582 direct, 57,846,374 indirect, 133,129,956 total. Number of voting rights: 75,283,582 direct, 57,846,374 indirect, 133,129,956 total. % of voting rights: 9.07% direct, 6.97% indirect, 16.04% total Chain of any controlled companies beneficially owning the voting rights: - DUBAI GROUP LIMITED holds 49% of the shares of DUBAI GROUP LLC. Although this is not a majority equity stake, DUBAI GROUP LIMITED is however the appointed manager of DUBAI GROUP LLC (under the laws of Dubai) and therefore has managerial and operational control over DUBAI GROUP LLC since September 2007. - DUBAI GROUP LLC holds 51% of DUBAI INVESTMENT GROUP LLC. - DUBAI INVESTMENT GROUP LLC holds 99% of DUBAI FINANCIAL GROUP LLC. - DUBAI FINANCIAL GROUP LLC is the entity that entered into the triggering transactions on 2.4.2008 and is currently the direct holder of 0.52% of the voting rights of the Issuer. Upon the scheduled expiration of the Total Return Equity Swap and assuming the repurchase of 53,532,184 shares by DUBAI FINANCIAL GROUP LLC pursuant to the terms thereof, it shall be the direct holder of 6.97% of the voting rights of the Issuer.
- All companies listed above are ultimately controlled by His Highness the
Sheikh Mohammed Bin Rashid Al Maktoum.
Additional information:
The exercise of the voting rights attached to the above shares of the Issuer (53,532,184) that COMMERZBANK AG has acquired pursuant to the share transfer agreement are to be exercised according to the written instructions of DUBAI FINANCIAL GROUP LLC.
For the purpose of providing an overview of Dubai Group, it is noted that DUBAI INVESTMENT GROUP LIMITED also belongs to the group. In specific, DUBAI INVESTMENT GROUP LIMITED is a wholly owned subsidiary of DUBAI GROUP LIMITED and holds 1% in DUBAI FINANCIAL GROUP LLC.
This announcement contains regulated information, is made public pursuant to the provisions of articles 19-21 of Law 3556/2007 and decision nr. 1/434/3.7.2007 of the Board of Directors of the Capital Market Committee, and is available at the Issuer's website (www.marfininvestmentgroup.com).
Reason for the notification: Disposal of voting rights in the Issuer and acquisition of a financial instrument which may result in acquisition of shares to which voting rights of the Issuer are attached Corporate name of the person subject to the notification obligation: DUBAI GROUP LIMITED
Name of shareholder (if other than the above person): COMMERZBANK AG
Date of the transaction: 2.4.2008
Threshold crossed or reached by the person being subject to the notification: 15%
Notified details:
On 2.4.2008, DUBAI FINANCIAL GROUP LLC proceeded to the sale of 53,532,184 shares of the Issuer, representing 6.45% of the voting rights of the Issuer, to COMMERZBANK AG, as well as to the acquisition of a Total Return Equity Swap on the above shares, pursuant to an agreement entered into with COMMERZBANK AG, with maturity on 3.4.2009, on which DUBAI FINANCIAL GROUP LLC will have the right to repurchase the above shares.
I. Situation previous to the triggering transactions:
Number of shares: 75,283,582 direct, 57,846,374 indirect, 133,129,956 total.
Number of voting rights: 75,283,582 direct, 57,846,374 indirect, 133,129,956 total.
% of voting rights: 9.07% direct, 6.97% indirect, 16.04% total
II. Resulting situation after the triggering transactions: a) Voting rights attached to shares Number of shares: 75,283,582 direct, 4,314,190 indirect, 79,597,772 total. Number of voting rights: 75,283,582 direct, 4,314,190 indirect, 79,597,772 total. % on voting rights: 9.07% direct, 0.52% indirect, 9.59% total. b) Financial instruments Expiration date: 3.4.2009 Number of voting rights that may be acquired if the instrument is exercised: 53,532,184 % of voting rights that may be acquired if the instrument is exercised: 53,532,184 TOTAL (a + b) Number of shares: 75,283,582 direct, 57,846,374 indirect, 133,129,956 total. Number of voting rights: 75,283,582 direct, 57,846,374 indirect, 133,129,956 total. % of voting rights: 9.07% direct, 6.97% indirect, 16.04% total Chain of any controlled companies beneficially owning the voting rights: - DUBAI GROUP LIMITED holds 49% of the shares of DUBAI GROUP LLC. Although this is not a majority equity stake, DUBAI GROUP LIMITED is however the appointed manager of DUBAI GROUP LLC (under the laws of Dubai) and therefore has managerial and operational control over DUBAI GROUP LLC since September 2007. - DUBAI GROUP LLC holds 51% of DUBAI INVESTMENT GROUP LLC. - DUBAI INVESTMENT GROUP LLC holds 99% of DUBAI FINANCIAL GROUP LLC. - DUBAI FINANCIAL GROUP LLC is the entity that entered into the triggering transactions on 2.4.2008 and is currently the direct holder of 0.52% of the voting rights of the Issuer. Upon the scheduled expiration of the Total Return Equity Swap and assuming the repurchase of 53,532,184 shares by DUBAI FINANCIAL GROUP LLC pursuant to the terms thereof, it shall be the direct holder of 6.97% of the voting rights of the Issuer.
- All companies listed above are ultimately controlled by His Highness the
Sheikh Mohammed Bin Rashid Al Maktoum.
Additional information:
The exercise of the voting rights attached to the above shares of the Issuer (53,532,184) that COMMERZBANK AG has acquired pursuant to the share transfer agreement are to be exercised according to the written instructions of DUBAI FINANCIAL GROUP LLC.
For the purpose of providing an overview of Dubai Group, it is noted that DUBAI INVESTMENT GROUP LIMITED also belongs to the group. In specific, DUBAI INVESTMENT GROUP LIMITED is a wholly owned subsidiary of DUBAI GROUP LIMITED and holds 1% in DUBAI FINANCIAL GROUP LLC.
This announcement contains regulated information, is made public pursuant to the provisions of articles 19-21 of Law 3556/2007 and decision nr. 1/434/3.7.2007 of the Board of Directors of the Capital Market Committee, and is available at the Issuer's website (www.marfininvestmentgroup.com).