ΜΙΝΩΙΚΕΣ ΓΡΑΜΜΕΣ Α.Ν.Ε.
Mandatory tender offer by GRIMALDI COMPAGNIA DI NAVIGAZIONE S.p.A.
MANDATORY TENDER OFFER BY "GRIMALDI COMPAGNIA DI NAVIGAZIONE S.p.A."
TO THE SHAREHOLDERS OF "MINOAN LINES S.A."
FOR THE PURCHASE OF ORDINARY, REGISTERED SHARES, WITH VOTING RIGHTS OF "MINOAN LINES S.A."
FOR A CONSIDERATION OF EURO 5.29 PER SHARE (according to Law 3461/2006)
The amounts that legally burden the accepting shareholders, i.e. the clearing duties to the Athens Exchange (0.08% on the value of the transaction) and the transfer tax on stock exchange transactions according to Law 3697/2008 will be deducted from the Consideration, as specifically mentioned in the Information Memorandum.
It is being announced that on 23 October 2008 the Hellenic Capital Markets Commission approved, according to article 11 par. 4 of Law 3461/2006, the Information Memorandum of the Mandatory Tender Offer (the "Tender Offer") which the societe anonyme under the name of "GRIMALDI COMPAGNIA DI NAVIGAZIONE S.p.A." the ("Offeror") has submitted to the shareholders of Minoan Lines S.A. ("MINOAN").
1. AVAILABILITY OF THE INFORMATION MEMORANDUM The Information Memorandum, as approved by the Hellenic Capital Markets Commission, as well as the declaration of acceptance for the Tender Offer, will be available, free of charge, during working days and hours, in all branches of "NATIONAL BANK OF GREECE S.A." (the "Tender Agent") in Greece, from 29 October 2008 and throughout the entire acceptance period of the Tender Offer (as defined below). Furthermore, MINOAN's shareholders will be able to obtain copies of the Information Memorandum from the registered offices of the Offeror, from 29th October 2008 and throughout the acceptance period of the Tender Offer. Finally, MINOAN's shareholders can obtain copies of the Information Memorandum from the websites of the Offeror and the Advisor to the Offeror (as defined in the Information Memorandum).
2. TENDER OFFER SHARES
According to the terms of the Tender Offer, as described in detail in the Information Memorandum, and within the provisions of Law 3461/2006, the Offeror intends to acquire 47.261.705 common, registered, with voting rights shares of MINOAN (the "Tender Offer Shares"), for a consideration in cash equal to ?5.29 for each common, registered, with voting rights Tender Offer Share tendered timely, duly and validly.
It is noted that the Offeror intends to acquire through the Athens Exchange or otherwise, common, registered with voting rights MINOAN shares, from the publication of this announcement and up to the end of the Acceptance Period of the Tender Offer at a price not greater than the Consideration.
3. ACCEPTANCE PERIOD
The Acceptance Period will last from 29th October 2008 up to 26th November 2008 close of business of the Tender Agent.
4. CONSIDERATION
The Offeror will pay, in cash, the amount of euro 5.29 (the "Consideration") for each timely, duly and validly tendered Tender Offer Share. The amounts that legally burden the accepting shareholders, i.e. the clearing duties to the Athens Exchange (0.08% on the value of the transaction) and the transfer tax on stock exchange transactions according to Law 3697/2008 will be deducted from the Consideration, as specifically mentioned in the Information Memorandum.
5. TENDER OFFER PROCESS
The Tender Offer process is described in chapters 4.2 - 4.3 of the Information Memorandum.
6. COMPLETION OF TENDER OFFER
The outcome of the Tender Offer will be announced within two (2) working days from the end of the Acceptance Period, i.e. until the 28th November 2008 according to article 23 of Law 3461/2006.
The transfer of the Tender Offer Shares to the Offeror and the payment of the Consideration to the accepting shareholders will be concluded within six (6) working days from the end of the Acceptance Period, i.e. until and including the 4th December 2008.
Upon completion of the Tender Offer and under the assumption that it will have acquired a stake exceeding at least 90% of the total voting rights, the Offeror does not intend to pursue the transfer of all remaining shares of MINOAN to it according to article 27 of Law 3461/2006.
IMPORTANT NOTICE
The Tender Offer is addressed solely to individuals/entities who may lawfully accept it. Therefore, the Tender Offer is not addressed and any copy of the current announcement, including any other documents or material, is not allowed to be mailed, forwarded, distributed or sent from anyone (including depositaries, attorneys in fact and trustees), within, from or to any country, outside Greece, where the submission or acceptance of the Tender Offer or the communication of information regarding the Tender Offer is forbidden or subject to restrictions (any such country shall be referred to as "Excluded Territory"), or to residents of these countries or to any individuals/entities to whom the legislation of Excluded Territories applies.
TO THE SHAREHOLDERS OF "MINOAN LINES S.A."
FOR THE PURCHASE OF ORDINARY, REGISTERED SHARES, WITH VOTING RIGHTS OF "MINOAN LINES S.A."
FOR A CONSIDERATION OF EURO 5.29 PER SHARE (according to Law 3461/2006)
The amounts that legally burden the accepting shareholders, i.e. the clearing duties to the Athens Exchange (0.08% on the value of the transaction) and the transfer tax on stock exchange transactions according to Law 3697/2008 will be deducted from the Consideration, as specifically mentioned in the Information Memorandum.
It is being announced that on 23 October 2008 the Hellenic Capital Markets Commission approved, according to article 11 par. 4 of Law 3461/2006, the Information Memorandum of the Mandatory Tender Offer (the "Tender Offer") which the societe anonyme under the name of "GRIMALDI COMPAGNIA DI NAVIGAZIONE S.p.A." the ("Offeror") has submitted to the shareholders of Minoan Lines S.A. ("MINOAN").
1. AVAILABILITY OF THE INFORMATION MEMORANDUM The Information Memorandum, as approved by the Hellenic Capital Markets Commission, as well as the declaration of acceptance for the Tender Offer, will be available, free of charge, during working days and hours, in all branches of "NATIONAL BANK OF GREECE S.A." (the "Tender Agent") in Greece, from 29 October 2008 and throughout the entire acceptance period of the Tender Offer (as defined below). Furthermore, MINOAN's shareholders will be able to obtain copies of the Information Memorandum from the registered offices of the Offeror, from 29th October 2008 and throughout the acceptance period of the Tender Offer. Finally, MINOAN's shareholders can obtain copies of the Information Memorandum from the websites of the Offeror and the Advisor to the Offeror (as defined in the Information Memorandum).
2. TENDER OFFER SHARES
According to the terms of the Tender Offer, as described in detail in the Information Memorandum, and within the provisions of Law 3461/2006, the Offeror intends to acquire 47.261.705 common, registered, with voting rights shares of MINOAN (the "Tender Offer Shares"), for a consideration in cash equal to ?5.29 for each common, registered, with voting rights Tender Offer Share tendered timely, duly and validly.
It is noted that the Offeror intends to acquire through the Athens Exchange or otherwise, common, registered with voting rights MINOAN shares, from the publication of this announcement and up to the end of the Acceptance Period of the Tender Offer at a price not greater than the Consideration.
3. ACCEPTANCE PERIOD
The Acceptance Period will last from 29th October 2008 up to 26th November 2008 close of business of the Tender Agent.
4. CONSIDERATION
The Offeror will pay, in cash, the amount of euro 5.29 (the "Consideration") for each timely, duly and validly tendered Tender Offer Share. The amounts that legally burden the accepting shareholders, i.e. the clearing duties to the Athens Exchange (0.08% on the value of the transaction) and the transfer tax on stock exchange transactions according to Law 3697/2008 will be deducted from the Consideration, as specifically mentioned in the Information Memorandum.
5. TENDER OFFER PROCESS
The Tender Offer process is described in chapters 4.2 - 4.3 of the Information Memorandum.
6. COMPLETION OF TENDER OFFER
The outcome of the Tender Offer will be announced within two (2) working days from the end of the Acceptance Period, i.e. until the 28th November 2008 according to article 23 of Law 3461/2006.
The transfer of the Tender Offer Shares to the Offeror and the payment of the Consideration to the accepting shareholders will be concluded within six (6) working days from the end of the Acceptance Period, i.e. until and including the 4th December 2008.
Upon completion of the Tender Offer and under the assumption that it will have acquired a stake exceeding at least 90% of the total voting rights, the Offeror does not intend to pursue the transfer of all remaining shares of MINOAN to it according to article 27 of Law 3461/2006.
IMPORTANT NOTICE
The Tender Offer is addressed solely to individuals/entities who may lawfully accept it. Therefore, the Tender Offer is not addressed and any copy of the current announcement, including any other documents or material, is not allowed to be mailed, forwarded, distributed or sent from anyone (including depositaries, attorneys in fact and trustees), within, from or to any country, outside Greece, where the submission or acceptance of the Tender Offer or the communication of information regarding the Tender Offer is forbidden or subject to restrictions (any such country shall be referred to as "Excluded Territory"), or to residents of these countries or to any individuals/entities to whom the legislation of Excluded Territories applies.