ΕΜΠΟΡΙΚΗ ΤΡΑΠΕΖΑ ΤΗΣ ΕΛΛΑΔΟΣ Α.Ε.
SHARE CAPITAL INCREASE BY WAY OF CASH PAYMENT AND RIGHTS OFFERING TO EXISTING SHAREHOLDERS (CORRECT REPETITION)
EX-RIGHTS DATE: 08/04/2009
RIGHTS EXERCISE PERIOD: 16/04/2009 - 30/04/2009
RIGHTS TRADING PERIOD: 16/04/2009 - 24/04/2009
ADVISOR TO THE ISSUER: CALYON
The Board of Directors of "EMPORIKI BANK OF GREECE S.A." (the "Bank") announces to the shareholders the following:
1. The Extraordinary General Meeting of the Shareholders on 26/02/2009 resolved the share capital increase (the "Share Capital Increase") of the Bank for the amount of Euro 849,511,894.00, with the issue of 154,456,708 new, ordinary, dematerialized, registered shares, with a nominal value of ?5.50 per share, by way of cash payment and rights offering to existing shareholders, on the basis of seven (7) new common registered shares for every six (6) existing ordinary registered shares. The offer price of the new shares is ?5.50 per share.
2. Following the said share capital increase, assuming a full coverage, the share capital of the Bank will amount to euro 1.577.664.968,00 and be divided into 286.848.176 ordinary, dematerialized, registered shares, with a nominal value of euro 5.50 per share. The total proceeds of the issue will amount to euro 849,511,894.00.
3. The ex-rights date of the preference rights (the "rights") for the present Share Capital Increase by way of cash payment and rights offering in favor of existing shareholders is the 08/04/2009. From that date and onwards the shares of the Bank will be traded on the Athens Stock Exchange ("ATHEX") without such rights (ex-rights) and the new price of the ex-rights shares will be calculated according to the provisions of the ATHEX Rulebook, in accordance with the Resolution No 26 of the B.o.D of the ATHEX, as in force.
4. Shareholders entitled to rights in the present Share Capital Increase are those shareholders registered at the Dematerialized Securities System ("D.S.S") of the Hellenic Exchanges Group ("HELEX"), on 14/04/2009.
5. In accordance with the decision of the Extraordinary General Meeting of the Shareholders on 26/02/2009, the Share Capital Increase will remain valid under the approved terms, even if the current market price is lower than the offer price, on the ex-rights date.
6. The rights exercise period commences on 16/04/2009 and ends on 30/04/2009 inclusive.
7. The trading period of the rights on the ATHEX electronic transaction system commences the same day as the rights exercise period. It should be noted that trading of rights will not be possible during the last four (4) business days before the end of the rights exercise period.
8. Trading of the rights will end at the close of the ATHEX electronic trading system on 24/04/2009.
9. The rights are transferable and can be traded on the ATHEX. The rights will be credited to the D.S.S accounts of the beneficiary shareholders on the first day of the trading period. Rights that are not exercised by the end of the rights exercise period (namely by 30/04/2009 inclusive) will ipso jure become null and void.
10. The rights can be exercised either through their share operators (Brokerage Companies, Custodians) or directly through the branch network of the Bank during normal business days and hours (for shareholders that prefer not to exercise their rights through their operators).
The shareholders who prefer to exercise their rights through their operators must request the exercise of their rights from their operator.
For the rights to be exercised through the Bank, the shareholders should have with them the Rights Undertaking Certificate of HELEX (which has integrated with what used to be known as the Securities Depository) and pay in cash the full charge for the new shares.
More specifically, for the rights to be exercised through the Bank branch network, the rights holders must follow the process below:
A) Submit their Identity Cards, their Tax Registration Number, a printed copy of their D.S.S. data, as well as, the Rights Undertaking Certificate, which should be obtained from their account managers, (or from HELEX, if their shares are held on the special account of the D.S.S.).
B) Certify their D.S.S. investor account number, their D.S.S. securities account number and their D.S.S. securities account manager, that they wish to accept their new shares.
C) Pay the subscription value of the new shares for which they are registering, into a special account that has been opened at Emporiki Bank for this purpose.
The payment will take place either through a bank deposit to the aforementioned special account, or through a debit on their Emporiki Bank Accounts.
11. As decided in the Extraordinary General Meeting of the Shareholders of the Bank on 26/02/2009, in case that the Share Capital Increase is not fully covered by existing shareholders, the new shares that will remain after the exercise of rights ("rump shares") will be distributed by the Bank's Board of Directors at their full discretion. If rump shares continue to exist after such distribution, then the Share Capital Increase will be downsized to the subscribed amount in accordance with article 13a and article 11 paragraphs 3 & 4 of Codified Law 2190/1920.
12. At the Extraordinary General Meeting of the Shareholders of the Bank on 26/02/2009, the Bank s major shareholder, CREDIT AGRICOLE S.A., declared that it intends: (i) to participate and exercise its full preference rights in the proposed share capital increase of Emporiki Bank by payment in cash, however waiving its rights for four (4) of its existing shares, for reasons of rounding figures, (ii) to take up under the same terms any remaining shares, after exercise of shareholders preference rights, that may be offered to Credit Agricole S.A. by the Board of Directors of Emporiki Bank in accordance with applicable law.
Regarding the intention of CREDIT AGRICOLE S.A. to preserve its equity stake to the Bank s share capital after the Share Capital Increase, CREDIT AGRICOLE S.A. declared on 24/03/2009 that: "As regards the present Share Capital Increase, by cash payment, we inform you that CREDIT AGRICOLE S.A. intends to keep its percentage stake to the Bank s share capital after the Share Capital Increase, if the economic and capital markets conditions allow, for a time period of six (6) months, at least, after the listing of the new shares to the ATHEX".
13. Fractions of shares will not be issued. Thus the shareholders are kindly advised to accumulate a number of shares that by the exercise of the rights will result to an integer number of shares.
14. The new shares under this Share Capital Increase will be dematerialized and will be entitled to any dividend that may be distributed out of the profits of the financial year 2009, if the relevant General Meeting of the Shareholders approves such distribution.
15. The Offering Circular for the Bank' s Share Capital Increase, as approved by the B.o.D. of the Hellenic Capital Market Commission ("HCMC") on 03/04/2009, is available to the public in electronic form on the websites of: i) the ATHEX (www.ase.gr), ii) the HCMC (www.hcmc.gr) and iii) the Bank(http://www.emporiki.gr/cbg/gr/customers/customer_story.jsp docid=3A65387CDE0E4BE065C9BD40AA3705&cabinet=Customers_Services&lang=gr).
16. The commencement date of trading of the new shares on the ATHEX, after the completion of the Share Capital Increase, will be decided by the B.o.D. of the Bank and will be made public by means of a further announcement.
For any additional information, the Shareholders may address their enquiries to the Shareholders Service Department of "EMPORIKI BANK OF GREECE S.A." (Tel: +30 210 6505550).
RIGHTS EXERCISE PERIOD: 16/04/2009 - 30/04/2009
RIGHTS TRADING PERIOD: 16/04/2009 - 24/04/2009
ADVISOR TO THE ISSUER: CALYON
The Board of Directors of "EMPORIKI BANK OF GREECE S.A." (the "Bank") announces to the shareholders the following:
1. The Extraordinary General Meeting of the Shareholders on 26/02/2009 resolved the share capital increase (the "Share Capital Increase") of the Bank for the amount of Euro 849,511,894.00, with the issue of 154,456,708 new, ordinary, dematerialized, registered shares, with a nominal value of ?5.50 per share, by way of cash payment and rights offering to existing shareholders, on the basis of seven (7) new common registered shares for every six (6) existing ordinary registered shares. The offer price of the new shares is ?5.50 per share.
2. Following the said share capital increase, assuming a full coverage, the share capital of the Bank will amount to euro 1.577.664.968,00 and be divided into 286.848.176 ordinary, dematerialized, registered shares, with a nominal value of euro 5.50 per share. The total proceeds of the issue will amount to euro 849,511,894.00.
3. The ex-rights date of the preference rights (the "rights") for the present Share Capital Increase by way of cash payment and rights offering in favor of existing shareholders is the 08/04/2009. From that date and onwards the shares of the Bank will be traded on the Athens Stock Exchange ("ATHEX") without such rights (ex-rights) and the new price of the ex-rights shares will be calculated according to the provisions of the ATHEX Rulebook, in accordance with the Resolution No 26 of the B.o.D of the ATHEX, as in force.
4. Shareholders entitled to rights in the present Share Capital Increase are those shareholders registered at the Dematerialized Securities System ("D.S.S") of the Hellenic Exchanges Group ("HELEX"), on 14/04/2009.
5. In accordance with the decision of the Extraordinary General Meeting of the Shareholders on 26/02/2009, the Share Capital Increase will remain valid under the approved terms, even if the current market price is lower than the offer price, on the ex-rights date.
6. The rights exercise period commences on 16/04/2009 and ends on 30/04/2009 inclusive.
7. The trading period of the rights on the ATHEX electronic transaction system commences the same day as the rights exercise period. It should be noted that trading of rights will not be possible during the last four (4) business days before the end of the rights exercise period.
8. Trading of the rights will end at the close of the ATHEX electronic trading system on 24/04/2009.
9. The rights are transferable and can be traded on the ATHEX. The rights will be credited to the D.S.S accounts of the beneficiary shareholders on the first day of the trading period. Rights that are not exercised by the end of the rights exercise period (namely by 30/04/2009 inclusive) will ipso jure become null and void.
10. The rights can be exercised either through their share operators (Brokerage Companies, Custodians) or directly through the branch network of the Bank during normal business days and hours (for shareholders that prefer not to exercise their rights through their operators).
The shareholders who prefer to exercise their rights through their operators must request the exercise of their rights from their operator.
For the rights to be exercised through the Bank, the shareholders should have with them the Rights Undertaking Certificate of HELEX (which has integrated with what used to be known as the Securities Depository) and pay in cash the full charge for the new shares.
More specifically, for the rights to be exercised through the Bank branch network, the rights holders must follow the process below:
A) Submit their Identity Cards, their Tax Registration Number, a printed copy of their D.S.S. data, as well as, the Rights Undertaking Certificate, which should be obtained from their account managers, (or from HELEX, if their shares are held on the special account of the D.S.S.).
B) Certify their D.S.S. investor account number, their D.S.S. securities account number and their D.S.S. securities account manager, that they wish to accept their new shares.
C) Pay the subscription value of the new shares for which they are registering, into a special account that has been opened at Emporiki Bank for this purpose.
The payment will take place either through a bank deposit to the aforementioned special account, or through a debit on their Emporiki Bank Accounts.
11. As decided in the Extraordinary General Meeting of the Shareholders of the Bank on 26/02/2009, in case that the Share Capital Increase is not fully covered by existing shareholders, the new shares that will remain after the exercise of rights ("rump shares") will be distributed by the Bank's Board of Directors at their full discretion. If rump shares continue to exist after such distribution, then the Share Capital Increase will be downsized to the subscribed amount in accordance with article 13a and article 11 paragraphs 3 & 4 of Codified Law 2190/1920.
12. At the Extraordinary General Meeting of the Shareholders of the Bank on 26/02/2009, the Bank s major shareholder, CREDIT AGRICOLE S.A., declared that it intends: (i) to participate and exercise its full preference rights in the proposed share capital increase of Emporiki Bank by payment in cash, however waiving its rights for four (4) of its existing shares, for reasons of rounding figures, (ii) to take up under the same terms any remaining shares, after exercise of shareholders preference rights, that may be offered to Credit Agricole S.A. by the Board of Directors of Emporiki Bank in accordance with applicable law.
Regarding the intention of CREDIT AGRICOLE S.A. to preserve its equity stake to the Bank s share capital after the Share Capital Increase, CREDIT AGRICOLE S.A. declared on 24/03/2009 that: "As regards the present Share Capital Increase, by cash payment, we inform you that CREDIT AGRICOLE S.A. intends to keep its percentage stake to the Bank s share capital after the Share Capital Increase, if the economic and capital markets conditions allow, for a time period of six (6) months, at least, after the listing of the new shares to the ATHEX".
13. Fractions of shares will not be issued. Thus the shareholders are kindly advised to accumulate a number of shares that by the exercise of the rights will result to an integer number of shares.
14. The new shares under this Share Capital Increase will be dematerialized and will be entitled to any dividend that may be distributed out of the profits of the financial year 2009, if the relevant General Meeting of the Shareholders approves such distribution.
15. The Offering Circular for the Bank' s Share Capital Increase, as approved by the B.o.D. of the Hellenic Capital Market Commission ("HCMC") on 03/04/2009, is available to the public in electronic form on the websites of: i) the ATHEX (www.ase.gr), ii) the HCMC (www.hcmc.gr) and iii) the Bank(http://www.emporiki.gr/cbg/gr/customers/customer_story.jsp docid=3A65387CDE0E4BE065C9BD40AA3705&cabinet=Customers_Services&lang=gr).
16. The commencement date of trading of the new shares on the ATHEX, after the completion of the Share Capital Increase, will be decided by the B.o.D. of the Bank and will be made public by means of a further announcement.
For any additional information, the Shareholders may address their enquiries to the Shareholders Service Department of "EMPORIKI BANK OF GREECE S.A." (Tel: +30 210 6505550).