MIG HOLDINGS S.A.
Information sheet pursuant to article 4, para. 2(e) of Law 3401/2005 regarding capital refunds in the form of distribution of shares of the same class as those for which capital is refunded.
The company under the name "MARFIN INVESTMENT GROUP HOLDINGS SA" with the distinctive title "MARFIN INVESTMENT GROUP" (MIG) hereby informs investors that the 1st Reiterative Ordinary General Meeting of Shareholders held on June 9th 2009 resolved, among other things, the following:
a) the decrease of its share capital by the amount of 149,441,145.20 euros for refunding to the shareholders 0.20 euros per share through payment in cash, with a respective decrease of the nominal value of each share by the amount of 0.20 euros, i.e. from 0.74 to 0.54 euros, and
b) the increase of its share capital with up to 49,813,715 new ordinary registered shares of a par value of 0.54 euros, implemented through the shareholder's ability to reinvest the refunded capital in cash. Pursuant to article 4, para. 2(e) of Law 3401/2005, MIG hereby informs investors as follows:
The Company decided to make a capital refund to shareholders, as it was not possible to distribute dividends out of the profits of fiscal year 2008 pursuant to article 44a of codified law 2190/1920.
In specific, the Company offered its shareholders who were registered in the Shareholders Register of Hellenic Stock Exchanges SA (HSE) upon completion of the clearance of transactions made until close of business of the Athens Stock Exchange on June 23rd 2009,the ability to elect within the period from 12.06.2009 until 29.06.2009 to receive the capital refund at their discretion, in the form of shares of the Company in lieu of cash, in whole or in part, at the price of 2.76 euros, notably equal to the average closing price of the Company's share at the Athens Stock Exchange in the first five (5) sessions during which the share was traded without the right to capital refund, discounted by 10%. All new shares will be intangible, registered, ordinary with voting right and will be entitled to participate at any subsequent distribution of dividends.
Following the above, 3,096 shareholders exercised their relevant right and opted to receive the capital refund in the form of shares in the Company in whole or in part, assuming in total 12,909,632 shares representing 25.92% of the share capital increase, with the reinvested capital refund amounting in total to 35,630,584.32 euros. Shareholders who did not exercise their right to receive the refund in the form of shares in the Company in whole or in part, are collecting the total amount or balance of said refund, as the case may be, as of the date of payment, notably from July 9th 2009, in the manner which has been notified by the Company.
Due to the above partial reinvestment of the capital refund, and subsequently the partial coverage of the share capital increase, the Board of Directors, at its meeting of 9.7.2009 which was held in order to certify (partial) payment of the amount of increase, adjusted article 5 of the Company's Articles so as to state the amount of capital resulting from the partial coverage. In specific, the Company's share capital was increased by the amount of 6,971,201.28 euros with the issuance of 12,909,632 new shares and amounted to 410,462,293.32 euros, divided into 760,115,358 ordinary registered shares of a par value of 0.54 euros each. The above par difference of 28,659,383.04 euros was transferred to account "Difference from the issuance of shares above par". On 21.07.2009, decision nr. Κ2-7797/21.07.2009 of the Minister for Development was filed with the Companies Registry, approving the amendment of article 5 of the Company's Articles which was effected in light of the capital increase.
The aforementioned 12,909,632 new shares will be issued in the names of the shareholders who exercised their right to reinvest their refund, and the Company will follow the standard procedure in order to have the shares listed in the Athens Stock Exchange. According to the Stock Exchange Regulation, the new shares are expected to be listed for trading at the latest on the 5th business day from approval of the new shares' listing by the ASE Board of Directors.
These shares will be registered in the records of HSE, at the respective accounts of the beneficiaries in accordance with the law, and they will be traded at a new starting price to be formed in accordance with the decisions of ASE's Board of Directors.
The following are responsible for the preparation of the Information Sheet and its accuracy:
1. George Efstratiadis, Executive Board Member and General Manager of MIG, and
2. Christophe Vivien, Director of Finance of MIG.
This information sheet is available in hard copy at MIG's premises in the Municipality of Amaroussion, at 24 Kifissias Avenue, 151 25 and also in electronic form at MIG's website www.marfininvestmentgroup.com. For more information, please contact Messrs. Maria Spanaki and Giannis Sgagias in MIG during business days and hours at 210 7710053 - 210 7710383.
a) the decrease of its share capital by the amount of 149,441,145.20 euros for refunding to the shareholders 0.20 euros per share through payment in cash, with a respective decrease of the nominal value of each share by the amount of 0.20 euros, i.e. from 0.74 to 0.54 euros, and
b) the increase of its share capital with up to 49,813,715 new ordinary registered shares of a par value of 0.54 euros, implemented through the shareholder's ability to reinvest the refunded capital in cash. Pursuant to article 4, para. 2(e) of Law 3401/2005, MIG hereby informs investors as follows:
The Company decided to make a capital refund to shareholders, as it was not possible to distribute dividends out of the profits of fiscal year 2008 pursuant to article 44a of codified law 2190/1920.
In specific, the Company offered its shareholders who were registered in the Shareholders Register of Hellenic Stock Exchanges SA (HSE) upon completion of the clearance of transactions made until close of business of the Athens Stock Exchange on June 23rd 2009,the ability to elect within the period from 12.06.2009 until 29.06.2009 to receive the capital refund at their discretion, in the form of shares of the Company in lieu of cash, in whole or in part, at the price of 2.76 euros, notably equal to the average closing price of the Company's share at the Athens Stock Exchange in the first five (5) sessions during which the share was traded without the right to capital refund, discounted by 10%. All new shares will be intangible, registered, ordinary with voting right and will be entitled to participate at any subsequent distribution of dividends.
Following the above, 3,096 shareholders exercised their relevant right and opted to receive the capital refund in the form of shares in the Company in whole or in part, assuming in total 12,909,632 shares representing 25.92% of the share capital increase, with the reinvested capital refund amounting in total to 35,630,584.32 euros. Shareholders who did not exercise their right to receive the refund in the form of shares in the Company in whole or in part, are collecting the total amount or balance of said refund, as the case may be, as of the date of payment, notably from July 9th 2009, in the manner which has been notified by the Company.
Due to the above partial reinvestment of the capital refund, and subsequently the partial coverage of the share capital increase, the Board of Directors, at its meeting of 9.7.2009 which was held in order to certify (partial) payment of the amount of increase, adjusted article 5 of the Company's Articles so as to state the amount of capital resulting from the partial coverage. In specific, the Company's share capital was increased by the amount of 6,971,201.28 euros with the issuance of 12,909,632 new shares and amounted to 410,462,293.32 euros, divided into 760,115,358 ordinary registered shares of a par value of 0.54 euros each. The above par difference of 28,659,383.04 euros was transferred to account "Difference from the issuance of shares above par". On 21.07.2009, decision nr. Κ2-7797/21.07.2009 of the Minister for Development was filed with the Companies Registry, approving the amendment of article 5 of the Company's Articles which was effected in light of the capital increase.
The aforementioned 12,909,632 new shares will be issued in the names of the shareholders who exercised their right to reinvest their refund, and the Company will follow the standard procedure in order to have the shares listed in the Athens Stock Exchange. According to the Stock Exchange Regulation, the new shares are expected to be listed for trading at the latest on the 5th business day from approval of the new shares' listing by the ASE Board of Directors.
These shares will be registered in the records of HSE, at the respective accounts of the beneficiaries in accordance with the law, and they will be traded at a new starting price to be formed in accordance with the decisions of ASE's Board of Directors.
The following are responsible for the preparation of the Information Sheet and its accuracy:
1. George Efstratiadis, Executive Board Member and General Manager of MIG, and
2. Christophe Vivien, Director of Finance of MIG.
This information sheet is available in hard copy at MIG's premises in the Municipality of Amaroussion, at 24 Kifissias Avenue, 151 25 and also in electronic form at MIG's website www.marfininvestmentgroup.com. For more information, please contact Messrs. Maria Spanaki and Giannis Sgagias in MIG during business days and hours at 210 7710053 - 210 7710383.