Τ BANK Α.Τ.Ε.
Resolutions of the extraordinary General Meeting of the shareholders of ASPIS BANK S.A.
The Extraordinary General Meeting of ASPIS BANK's Shareholders that was held today, July 23, 2009 resolved amongst other issues of the Agenda, to decrease the par value of the Bank's ordinary registered shares, increase the share capital via a rights issue and amend article 5 of the Articles of Association that refers to the evolutions of the Bank?s share capital.
In detail, the Bank's shareholders resolved to decrease the par value of the Bank's ordinary registered shares from euro 2.71 to euro 0.60 pursuant to the new provisions of Law 2190/20 and form a special reserve of an equal amount. The said decrease of the share capital will precede the rights issue. Following the above share capital decrease, the Bank's share capital will amount to euro 38,438,432.40 divided into 64,064,054 ordinary registered shares while the Bank's own funds will remain unaltered.
Furthermore, the Bank's shareholders resolved to increase the share capital by euro 76,876,864.80 via cash payment with a pre-emption right in favor of the existing shareholders at a ratio of 2 new to 1 old shares. Pursuant to the share capital increase terms, a total of 128,128,108 new common registered shares shall be issued at a par value of euro 0.60 each. The Board of Directors shall set the offer price at a subsequent time pursuant to the provisions of Law 2190/20, in order to set it at levels which will reflect the market conditions at the time near the ex-rights date.The total funds to be raised shall depend on the offer price. The aim is to raise funds of euro 120 million, however depending on the global economic conditions and the Greek capital market and banking sector conditions at the time of the relevant resolution of the Bank's Board of Directors, the offer price may be set at levels that will lead to higher funds raised. Eurobank EFG Telesis Finance will act as Lead Arranger for the rights offering.
Furthermore, the Bank's shareholders resolved to rescind the share capital increase that was resolved at the Extraordinary General Meeting of ASPIS BANK's shareholders held on January 23, 2009 due to the fact that the capital increase has not yet been concluded. The said General Meeting had resolved to increase the share capital by an amount of approximately euro 90 million via the issue of redeemable preference shares covered by the Greek State, pursuant to Law 3723/2008 referring to the Greek Government's plan ''on the support of liquidity in the Greek economy in response to the impact of the international financial crisis''. The Bank's intention to participate in the Greek State's plan ''on the support of liquidity in the Greek economy in response to the impact of the international financial crisis'' and proceed in the future with a share capital increase via the issue of redeemable preference shares has been reiterated. Furthermore, the rights issue was considered appropriate to precede the issue of preference shares due to the market conditions and the Bank's needs to proceed with the implementation of its growth strategy. It was also underlined that the completion of the above share capital increases will further enforce the Bank's capital structure. The capital adequacy will reach at adequate levels and support the Bank's growth plans.
The offer price of the new common registered shares and the exercise period shall be announced at a later notice following the relevant resolutions of the Bank's Board of Directors.
In detail, the Bank's shareholders resolved to decrease the par value of the Bank's ordinary registered shares from euro 2.71 to euro 0.60 pursuant to the new provisions of Law 2190/20 and form a special reserve of an equal amount. The said decrease of the share capital will precede the rights issue. Following the above share capital decrease, the Bank's share capital will amount to euro 38,438,432.40 divided into 64,064,054 ordinary registered shares while the Bank's own funds will remain unaltered.
Furthermore, the Bank's shareholders resolved to increase the share capital by euro 76,876,864.80 via cash payment with a pre-emption right in favor of the existing shareholders at a ratio of 2 new to 1 old shares. Pursuant to the share capital increase terms, a total of 128,128,108 new common registered shares shall be issued at a par value of euro 0.60 each. The Board of Directors shall set the offer price at a subsequent time pursuant to the provisions of Law 2190/20, in order to set it at levels which will reflect the market conditions at the time near the ex-rights date.The total funds to be raised shall depend on the offer price. The aim is to raise funds of euro 120 million, however depending on the global economic conditions and the Greek capital market and banking sector conditions at the time of the relevant resolution of the Bank's Board of Directors, the offer price may be set at levels that will lead to higher funds raised. Eurobank EFG Telesis Finance will act as Lead Arranger for the rights offering.
Furthermore, the Bank's shareholders resolved to rescind the share capital increase that was resolved at the Extraordinary General Meeting of ASPIS BANK's shareholders held on January 23, 2009 due to the fact that the capital increase has not yet been concluded. The said General Meeting had resolved to increase the share capital by an amount of approximately euro 90 million via the issue of redeemable preference shares covered by the Greek State, pursuant to Law 3723/2008 referring to the Greek Government's plan ''on the support of liquidity in the Greek economy in response to the impact of the international financial crisis''. The Bank's intention to participate in the Greek State's plan ''on the support of liquidity in the Greek economy in response to the impact of the international financial crisis'' and proceed in the future with a share capital increase via the issue of redeemable preference shares has been reiterated. Furthermore, the rights issue was considered appropriate to precede the issue of preference shares due to the market conditions and the Bank's needs to proceed with the implementation of its growth strategy. It was also underlined that the completion of the above share capital increases will further enforce the Bank's capital structure. The capital adequacy will reach at adequate levels and support the Bank's growth plans.
The offer price of the new common registered shares and the exercise period shall be announced at a later notice following the relevant resolutions of the Bank's Board of Directors.