1. In accordance with Article 23 of Law 3461/2006, Iberdrola Renovables, S.A. (hereinafter the ?Offeror?), hereby announces the results of the voluntary tender offer which it launched on 1 July 2008, for the acquisition of the total ordinary shares (hereinafter the ?Ordinary Shares?) and preferred shares (hereinafter the ?Preferred Shares) of the Greek societe anonyme under the name "C. ROKAS S.A." (hereinafter the ?Company?), in accordance with the provisions of Law 3461/2006 (hereinafter the ?Tender Offer?).
2. The information memorandum relating to the Tender Offer (the ?Information Memorandum?) was approved by the Hellenic Capital Market Commission on 14 November 2008 and published on 19 November 2008. The acceptance period for the Tender Offer commenced on Wednesday, 19 November 2008 and ended on Wednesday, 17 December 2008 (hereinafter the ?Acceptance Period?). During the Acceptance Period:
a) 576.814 Ordinary Shares (hereinafter ?Ordinary Tendered Shares?), representing 2,808 % of the Company?s total Ordinary Shares and total voting rights and 75.084 Preferred Shares without voting rights (hereinafter ?Preferred Tendered Shares?) representing 2,325 % of the total Company?s Preferred Shares, have been validly tendered to the Offeror (hereinafter together the ?Tendered Shares?);
b) The Offeror acquired through on-the-exchange transactions 8.429.200 Ordinary Shares representing 41,029 % of the Company?s total Ordinary Shares and voting rights at a price of 16 Euro per Ordinary Share and 1.534.763 Preferred Shares without voting rights representing 47,518 % of the Company?s total Preferred Shares at a price of 11 Euro per Preferred Share.
3. The off-the-exchange transfer of the Tendered Shares to the Offeror by the Company?s shareholders who have validly accepted the Offer (hereinafter the ?Accepting Shareholders?) shall take place on 22 December 2008 and payment of the offer price of 16 Euro per Ordinary Tendered Share and 11 Euro per Preferred Tendered Share, respectively, to the Accepting Shareholders shall take place on 29 December 2008, as more specifically contemplated in paragraph 2.18 of the Information Memorandum.
4. Subject to any on-the-exchange and/or off-the-exchange purchases of Company?s shares that could be made by the Offeror by 22 December 2008, on that date the Offeror will own in aggregate 19.832.941 Ordinary Shares representing 96,537 % of the Company?s total Ordinary Shares and voting rights and 3.138.127 Preferred Shares without voting rights representing 97,159 % of the Company?s total Preferred Shares.
5. In view of the results of the Offer, the Offeror: (a) within three (3) months from the end of the Acceptance Period, is entitled to require that all the remaining Ordinary and Preferred Shares of C.ROKAS S.A. are transferred to it at the offered price of 16 Euro per Ordinary Share and 11 Euro per Preferred Share, in accordance with article 27 of Law 3461/2006 (?Right of squeeze-out?) and the decision of the Board of Directors of Capital Market Commission 4/403/8.11.2006, whilst
(b) is obliged to acquire through on-the-exchange transactions all the Ordinary and Preferred Shares which may be offered to it within a period of three (3) months from the date of publication of this announcement, against payment in cash of the offered price of 16 Euro per Ordinary Share and 11 Euro per Preferred Share, in accordance with article 28 of Law 3461/2006 (?Right to sell-out?). For this purpose, the Offeror has given the appropriate purchaser orders to the members of the Athens Exchange which shall execute the relevant on-the-exchange transactions.
It is noted that the percentages mentioned in the present announcement have been rounded to the third decimal point. The terms and conditions of the Tender Offer mentioned above were set out in a separate document which had been circulated to those shareholders to whom the offer had been made. There are geographical restrictions as to whom the offer had been made, as well as other restrictions as appropriate for offers to that type.
This English language announcement is a translation of the Greek version. Accordingly, the Greek language version is the authoritative version, which will prevail in case of conflict.