Χ. ΡΟΚΑΣ ΑΒΕΕ
Acceptance period commencement announcement
IBERDROLA RENOVABLES, S.A.
ACCEPTANCE PERIOD COMMENCEMENT ANNOUNCEMENT
November 17, 2008
IBERDROLA RENOVABLES, S.A. ANNOUNCES THE COMMENCEMENT OF THE ACCEPTANCE PERIOD IN THE CONTEXT OF THE VOLUNTARY TAKEOVER BID FOR THE PURCHASE OF COMMON REGISTERED SHARES WITH VOTING RIGHTS AND PREFERRED REGISTERED SHARES WITHOUT VOTING RIGHTS OF THE GREEK SOCIETE ANONYME ?C. ROKAS S.A.?, IN CONSIDERATION FOR euro 16,00 PER ORDINARY SHARE AND euro 11,00 PER PREFERRED SHARE IN CASH
The Board of Directors of the Capital Markets Commission (the ?CMC?) has approved on Friday, 14 November 2008 the Information Memorandum of the company ?IBERDROLA RENOVABLES, S.A. (the ?Offeror?) for the voluntary tender offer (the ?Tender Offer?) for all ordinary and preferred shares of the sociιtι anonyme under the name ?C. ROKAS S.A.? (the ?Target Company?) not held by the Offeror. The Tender Offer was submitted by the Offeror in accordance with the provisions of Law 3461/2006 on the ?Implementation of EU Directive 2004/25/EK on takeover bids? (the ?Law?).
The period during which the Target Company?s shareholders may declare the acceptance of the Tender Offer by the submission of the relevant declaration of acceptance to any branch of EFG EUROBANK ERGASIAS S.A. ( ?EUROBANK?)
-starts on Wednesday, 19 November 2008 at 08:00 a.m., and
-ends on Wednesday, 17 December 2008 at 14:30 p.m.
The acceptance procedure includes two stages:
(a) Accepting Shareholders must first address themselves to the Initial Operator of the Tendered Shares whom they will instruct to transfer the number of shares they wish to tender, in order to accept the Tender Offer, by using the security removal process of DSS (the ?Security Removal Process?). The Initial Operator shall deliver to the Accepting Shareholder a form (the ?Removal Process Receipt?) indicating the Removal Process transaction number, the date of the transaction and the number of shares that have been released. The Accepting Shareholder shall also receive from the Initial Operator a printout from DSS showing the Investor Account and Securities Account that the Accepting Shareholder maintains with DSS.
(b) Accepting Shareholders must then proceed to any of the branches of EUROBANK in Greece, during normal business days and hours, having with them the Release Process Receipt signed by the Initial Operator, the up to date printout from DSS showing the Shareholders Investor Account data and the Securities Account with DSS and identification card or their passport (or company documents). At the branch where the Declaration of Acceptance is lodged, the Accepting Shareholder will receive a copy of the Declaration of Acceptance and computer certified proof of registration of the Declaration of Acceptance signed by the Receiving Bank. By the Declaration of Acceptance, the Accepting Shareholder authorizes EUROBANK to handle the Shares specifically for the purposes of the Tender Offer and to realize the Value ReceiptProcess for the number of shares for which they have realized a Securities Removal Process with their Initial Operator.
The acceptance procedure is described in detail in section 2.16 of the Information Memorandum. All terms in capital letters included in this announcement are defined in the Information Memorandum.
The shareholders of the Company may obtain copies of the Information Memorandum, the declaration of acceptance and information regarding its submission procedure from any branch of EUROBANK as of Wednesday, 19 November 2008, and during the Acceptance Period of the Tender Offer. Furthermore, printed copies of the Information Memorandum are available at the offices of the Offeror, at Valencia, calle Menorca 19, Planta 13 and copies of the Information Memorandum in electronic form on the webpage of the Offeror www.iberdrolarenovables.es and of Credit Suisse Securities (Europe) Limited, who acts as Offeror?s advisor for the Public Offer www.credit-suisse.com.
The results of the Tender Offer will be published within two (2) business days from the end of the above acceptance period. Payment to shareholders who accept the Tender Offer will start at 29 December 2008.
If the Offeror, following completion of the Tender Offer, has acquired at least 90% of the Company?s Ordinary Shares and Preferred Shares, the Offeror shall exercise its right to acquire the Minority Shareholder? Shares by way of a Squeeze-out in accordance with Article 27 of the Law within the three months following the end of the Acceptance Period. As indicated by the CMC, if, following the end of the Acceptance Period, the Offeror holds shares representing at least 90% of the Company?s Shares of one class only, the Squeeze-out Right shall be exercised only with regard to the remaining Shares of the same class and not with the regard to the total of the remaining Shares of the Company. After the exercise of the Squeeze-out Right, the Offeror intends to convene the general shareholders? meeting of the Target Company, having as item on the agenda the delisting of the Company?s shares from the ATHEX.
Important Notice
1. The Tender Offer is only being addressed to the persons to whom it may lawfully be addressed. Accordingly, the Tender Offer is not addressed and no copy of the current announcement, including any kind of relevant documents or materials, is allowed to be posted, forwarded, distributed or sent from anyone (including nominees, custodians or trustees) within, from or towards any country, excluding Greece, where the submission or the acceptance of the Tender Offer or the distribution of information about the Tender Offer is prohibited or is subject to restrictions (each such country an ?Exempted Country?) nor towards citizens of the Exempted Countries, nor towards any person which is subject to the laws or jurisdiction of an Exempted Country.
2. The Tender Offer does not take place nor will take place, directly or indirectly, within or towards, by post or by any other mean or way (including facsimile, email, phone and the internet) of the interstate or foreign trade or through national, state or other exchanges of all Exempted Countries, and the Tender Offer may not be validly accepted through the aforementioned means or ways or through any other way or mean from or within all Exempted Countries. Accordingly, copies of the current announcement and/or any other relevant document or material will not and must not be posted, forwarded, distributed or sent by any mean or way, directly or indirectly, towards, within or from any Exempted Country and any person that might receive that kind of documents or materials (including nominees, custodians or trustees) is obliged not to forward, distribute, send or post towards, within or from any Exempted Country and not to use any of the aforementioned means or ways in connection to the Tender Offer.
3. The Tender Offer is not addressed to any Shareholder who is subject to the laws or jurisdiction of any Exempted Country. Through the acceptance of the Tended Offer any Accepting Shareholder declares and warrants that he is not subject to, for any reason, to the laws or jurisdiction of any Exempted Country.
ACCEPTANCE PERIOD COMMENCEMENT ANNOUNCEMENT
November 17, 2008
IBERDROLA RENOVABLES, S.A. ANNOUNCES THE COMMENCEMENT OF THE ACCEPTANCE PERIOD IN THE CONTEXT OF THE VOLUNTARY TAKEOVER BID FOR THE PURCHASE OF COMMON REGISTERED SHARES WITH VOTING RIGHTS AND PREFERRED REGISTERED SHARES WITHOUT VOTING RIGHTS OF THE GREEK SOCIETE ANONYME ?C. ROKAS S.A.?, IN CONSIDERATION FOR euro 16,00 PER ORDINARY SHARE AND euro 11,00 PER PREFERRED SHARE IN CASH
The Board of Directors of the Capital Markets Commission (the ?CMC?) has approved on Friday, 14 November 2008 the Information Memorandum of the company ?IBERDROLA RENOVABLES, S.A. (the ?Offeror?) for the voluntary tender offer (the ?Tender Offer?) for all ordinary and preferred shares of the sociιtι anonyme under the name ?C. ROKAS S.A.? (the ?Target Company?) not held by the Offeror. The Tender Offer was submitted by the Offeror in accordance with the provisions of Law 3461/2006 on the ?Implementation of EU Directive 2004/25/EK on takeover bids? (the ?Law?).
The period during which the Target Company?s shareholders may declare the acceptance of the Tender Offer by the submission of the relevant declaration of acceptance to any branch of EFG EUROBANK ERGASIAS S.A. ( ?EUROBANK?)
-starts on Wednesday, 19 November 2008 at 08:00 a.m., and
-ends on Wednesday, 17 December 2008 at 14:30 p.m.
The acceptance procedure includes two stages:
(a) Accepting Shareholders must first address themselves to the Initial Operator of the Tendered Shares whom they will instruct to transfer the number of shares they wish to tender, in order to accept the Tender Offer, by using the security removal process of DSS (the ?Security Removal Process?). The Initial Operator shall deliver to the Accepting Shareholder a form (the ?Removal Process Receipt?) indicating the Removal Process transaction number, the date of the transaction and the number of shares that have been released. The Accepting Shareholder shall also receive from the Initial Operator a printout from DSS showing the Investor Account and Securities Account that the Accepting Shareholder maintains with DSS.
(b) Accepting Shareholders must then proceed to any of the branches of EUROBANK in Greece, during normal business days and hours, having with them the Release Process Receipt signed by the Initial Operator, the up to date printout from DSS showing the Shareholders Investor Account data and the Securities Account with DSS and identification card or their passport (or company documents). At the branch where the Declaration of Acceptance is lodged, the Accepting Shareholder will receive a copy of the Declaration of Acceptance and computer certified proof of registration of the Declaration of Acceptance signed by the Receiving Bank. By the Declaration of Acceptance, the Accepting Shareholder authorizes EUROBANK to handle the Shares specifically for the purposes of the Tender Offer and to realize the Value ReceiptProcess for the number of shares for which they have realized a Securities Removal Process with their Initial Operator.
The acceptance procedure is described in detail in section 2.16 of the Information Memorandum. All terms in capital letters included in this announcement are defined in the Information Memorandum.
The shareholders of the Company may obtain copies of the Information Memorandum, the declaration of acceptance and information regarding its submission procedure from any branch of EUROBANK as of Wednesday, 19 November 2008, and during the Acceptance Period of the Tender Offer. Furthermore, printed copies of the Information Memorandum are available at the offices of the Offeror, at Valencia, calle Menorca 19, Planta 13 and copies of the Information Memorandum in electronic form on the webpage of the Offeror www.iberdrolarenovables.es and of Credit Suisse Securities (Europe) Limited, who acts as Offeror?s advisor for the Public Offer www.credit-suisse.com.
The results of the Tender Offer will be published within two (2) business days from the end of the above acceptance period. Payment to shareholders who accept the Tender Offer will start at 29 December 2008.
If the Offeror, following completion of the Tender Offer, has acquired at least 90% of the Company?s Ordinary Shares and Preferred Shares, the Offeror shall exercise its right to acquire the Minority Shareholder? Shares by way of a Squeeze-out in accordance with Article 27 of the Law within the three months following the end of the Acceptance Period. As indicated by the CMC, if, following the end of the Acceptance Period, the Offeror holds shares representing at least 90% of the Company?s Shares of one class only, the Squeeze-out Right shall be exercised only with regard to the remaining Shares of the same class and not with the regard to the total of the remaining Shares of the Company. After the exercise of the Squeeze-out Right, the Offeror intends to convene the general shareholders? meeting of the Target Company, having as item on the agenda the delisting of the Company?s shares from the ATHEX.
Important Notice
1. The Tender Offer is only being addressed to the persons to whom it may lawfully be addressed. Accordingly, the Tender Offer is not addressed and no copy of the current announcement, including any kind of relevant documents or materials, is allowed to be posted, forwarded, distributed or sent from anyone (including nominees, custodians or trustees) within, from or towards any country, excluding Greece, where the submission or the acceptance of the Tender Offer or the distribution of information about the Tender Offer is prohibited or is subject to restrictions (each such country an ?Exempted Country?) nor towards citizens of the Exempted Countries, nor towards any person which is subject to the laws or jurisdiction of an Exempted Country.
2. The Tender Offer does not take place nor will take place, directly or indirectly, within or towards, by post or by any other mean or way (including facsimile, email, phone and the internet) of the interstate or foreign trade or through national, state or other exchanges of all Exempted Countries, and the Tender Offer may not be validly accepted through the aforementioned means or ways or through any other way or mean from or within all Exempted Countries. Accordingly, copies of the current announcement and/or any other relevant document or material will not and must not be posted, forwarded, distributed or sent by any mean or way, directly or indirectly, towards, within or from any Exempted Country and any person that might receive that kind of documents or materials (including nominees, custodians or trustees) is obliged not to forward, distribute, send or post towards, within or from any Exempted Country and not to use any of the aforementioned means or ways in connection to the Tender Offer.
3. The Tender Offer is not addressed to any Shareholder who is subject to the laws or jurisdiction of any Exempted Country. Through the acceptance of the Tended Offer any Accepting Shareholder declares and warrants that he is not subject to, for any reason, to the laws or jurisdiction of any Exempted Country.