ALAPIS Α.Β.Ε.Ε.
Announcement
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
Alapis S.A. (?Alapis? or the ?Company?) announces the following:
1. Pursuant to the authority given to it by the second repeat Extraordinary General Meeting of Alapis? shareholders held on 29.09.2008, its Board of Directors passed the following resolutions at its session held on 5 August 2009:
(a) It approved the increase of the Company?s share capital by 294,180,066 Euro payable in cash (the ?Increase?) and the issuance of 980,600,200 new ordinary registered shares (the ?New Shares?), each having a nominal value of 0,30 Euro, at a ratio of one existing ordinary share for one New Share, at a subscription price of 0.46 Euro per New Share (the ?Subscription Price?), which may be higher than the market price of its existing ordinary shares at the relevant ex-rights date, and with pre-emptive rights in favor of its shareholders who will be registered with the records of the Hellenic Exchanges S.A. on the relevant record date that will be determined at a later stage in accordance with the law and Rule Book of the Athens Exchange. Such shareholders and persons who will acquire pre-emptive rights during their trading period (together the ?Beneficiaries?) will also be entitled to subscribe additional New Shares representing up to ten times the number of New Shares corresponding to the pre-emptive rights exercised by Beneficiaries at the Subscription Price (the ?Oversubscription?), in the event that any New Shares remain unsubscribed at the end of the relevant subscription period (the ?Unsubscribed Shares?).
The gross proceeds of the Increase are expected to amount to approximately 451.1 million Euro, while the Company intends to apply the net proceeds thereof, to repay part of its existing short-term debt, finance expected working capital requirements and pursue targeted acquisitions of companies and other assets in order to further support its growth strategy in the Greek and South Eastern European healthcare markets, as more particular set out in the special report referred to below.
(b) It approved the special report required under paragraphs 4.1.4.1 and 4.1.4.1.2 of the Rule Book of the Athens Exchange, which is attached hereto.
(c) It approved the sale through the Athens Exchange of the pre-emptive rights corresponding to the 71,578,743 existing ordinary shares that the Company holds in treasury during the relevant rights trading period.
(d) It approved the entering into a subscription agreement (the ?Subscription Agreement?) with ABN AMRO Bank N.V., BNP Paribas, Deutsche Bank AG, London Branch, Jefferies International Limited and Merrill Lynch International (together the ?Subscribers?), pursuant to which the Subscribers agreed to (i) procure ?qualified investors? (as defined in article 2, paragraph 1, sub-paragraph (στ) of Law 3401/2005) and other eligible international investors to subscribe Unsubscribed Shares in accordance with a private placement process through a bookbuilding (the ?Private Placement?) that the Subscribers will organize outside Greece at a price per Unsubscribed Share equal to the higher of the Subscription Price and the price resulting from the Private Placement, and (ii) subscribe any New Shares which potentially remain unsubscribed following the Private Placement at the Subscription Price. The effectiveness of the Subscription Agreement is subject to the satisfaction of certain conditions which are customary for transactions of this type, including the approval of Alapis? prospectus by the Hellenic Capital Market Commission and the completion of the Increase by the end of September 2009. Under the Subscription Agreement, the Company has agreed that, for a period starting on 6 August 2009 and ending 180 days after the date of delivery and commencement of trading of the New Shares on the Athens Exchange, it will refrain from selling or issuing, directly or indirectly, ordinary shares or other securities that may be converted or exchanged into its ordinary shares, subject to certain exemptions, including the sale of its existing treasury shares or the issue and sale of other securities convertible or exchangeable into such treasury shares to investors who agree to abide by such restriction with the prior approval from the Subscribers.
2. The Company has been informed that Lamda Partners L.P., a private equity fund, has irrevocably undertaken to participate in the Increase through its subsidiaries by investing approximately 90.2 million Euro to exercise 196,120,044 pre-emptive rights, representing 20% of the New Shares. Such rights will be acquired from Dr. Lavrentios Lavrentiadis or in the open market. Alapis was also informed that Dr. Lavrentiadis is a director of the general partner of Lamda Partners L.P.
3. The Company will endeavour to complete the Increase by the end of September, subject to obtaining all regulatory and other approvals in a timely manner.
This announcement is made pursuant to Laws 3340/2005 and 3556/2007, the decision of the Hellenic Capital Market Commission 3/347/12.7.2005 and the Rule Book of the Athens Exchange.
This announcement and the information contained herein do not constitute and should not be construed as constituting a public offer or advertisement of new shares that Alapis will issue pursuant to the Increase or an invitation to make offers to purchase such shares, as contemplated in Greek Law 3401/2005.
Any investment decision to purchase or sell any such shares should be based exclusively on the information contained in the Company?s Prospectus that will be prepared in connection with the offering and the admission of the Company?s shares to trading on the Athens Exchange, after it has been approved by the Hellenic Capital Market Commission and published in accordance with Greek Law 3401/2005.
This announcement may not be published, distributed or transmitted in or into the United States. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the rights or the New Shares. Neither the rights nor the New Shares mentioned herein have been, nor will be, registered under the United States Securities Act of 1933 (the ?Securities Act?) or the laws of any state, and may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. There will be no public offering of the rights or the New Shares in the U.S. This document is not an offer of securities for sale in Australia, Canada, Japan or in any jurisdiction in which such offer is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. This document is only addressed to and is only directed at persons in member states of the European Economic Area (the ?EEA?) who are ?qualified investors? within the meaning of Article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC). In addition, in the United Kingdom, these materials are directed solely at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ?Order?) or (ii) are high net worth entities and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). These materials are addressed only to, and directed only at, relevant persons and qualified investors and must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons or (ii) in any member state of the EEA other than the United Kingdom, by qualified investors. Any investment or investment activity to which these materials relate is available only to, and will be engaged in only with, in the United Kingdom, relevant persons, and in any member state of the EEA other than the United Kingdom, qualified investors.
Alapis S.A. (?Alapis? or the ?Company?) announces the following:
1. Pursuant to the authority given to it by the second repeat Extraordinary General Meeting of Alapis? shareholders held on 29.09.2008, its Board of Directors passed the following resolutions at its session held on 5 August 2009:
(a) It approved the increase of the Company?s share capital by 294,180,066 Euro payable in cash (the ?Increase?) and the issuance of 980,600,200 new ordinary registered shares (the ?New Shares?), each having a nominal value of 0,30 Euro, at a ratio of one existing ordinary share for one New Share, at a subscription price of 0.46 Euro per New Share (the ?Subscription Price?), which may be higher than the market price of its existing ordinary shares at the relevant ex-rights date, and with pre-emptive rights in favor of its shareholders who will be registered with the records of the Hellenic Exchanges S.A. on the relevant record date that will be determined at a later stage in accordance with the law and Rule Book of the Athens Exchange. Such shareholders and persons who will acquire pre-emptive rights during their trading period (together the ?Beneficiaries?) will also be entitled to subscribe additional New Shares representing up to ten times the number of New Shares corresponding to the pre-emptive rights exercised by Beneficiaries at the Subscription Price (the ?Oversubscription?), in the event that any New Shares remain unsubscribed at the end of the relevant subscription period (the ?Unsubscribed Shares?).
The gross proceeds of the Increase are expected to amount to approximately 451.1 million Euro, while the Company intends to apply the net proceeds thereof, to repay part of its existing short-term debt, finance expected working capital requirements and pursue targeted acquisitions of companies and other assets in order to further support its growth strategy in the Greek and South Eastern European healthcare markets, as more particular set out in the special report referred to below.
(b) It approved the special report required under paragraphs 4.1.4.1 and 4.1.4.1.2 of the Rule Book of the Athens Exchange, which is attached hereto.
(c) It approved the sale through the Athens Exchange of the pre-emptive rights corresponding to the 71,578,743 existing ordinary shares that the Company holds in treasury during the relevant rights trading period.
(d) It approved the entering into a subscription agreement (the ?Subscription Agreement?) with ABN AMRO Bank N.V., BNP Paribas, Deutsche Bank AG, London Branch, Jefferies International Limited and Merrill Lynch International (together the ?Subscribers?), pursuant to which the Subscribers agreed to (i) procure ?qualified investors? (as defined in article 2, paragraph 1, sub-paragraph (στ) of Law 3401/2005) and other eligible international investors to subscribe Unsubscribed Shares in accordance with a private placement process through a bookbuilding (the ?Private Placement?) that the Subscribers will organize outside Greece at a price per Unsubscribed Share equal to the higher of the Subscription Price and the price resulting from the Private Placement, and (ii) subscribe any New Shares which potentially remain unsubscribed following the Private Placement at the Subscription Price. The effectiveness of the Subscription Agreement is subject to the satisfaction of certain conditions which are customary for transactions of this type, including the approval of Alapis? prospectus by the Hellenic Capital Market Commission and the completion of the Increase by the end of September 2009. Under the Subscription Agreement, the Company has agreed that, for a period starting on 6 August 2009 and ending 180 days after the date of delivery and commencement of trading of the New Shares on the Athens Exchange, it will refrain from selling or issuing, directly or indirectly, ordinary shares or other securities that may be converted or exchanged into its ordinary shares, subject to certain exemptions, including the sale of its existing treasury shares or the issue and sale of other securities convertible or exchangeable into such treasury shares to investors who agree to abide by such restriction with the prior approval from the Subscribers.
2. The Company has been informed that Lamda Partners L.P., a private equity fund, has irrevocably undertaken to participate in the Increase through its subsidiaries by investing approximately 90.2 million Euro to exercise 196,120,044 pre-emptive rights, representing 20% of the New Shares. Such rights will be acquired from Dr. Lavrentios Lavrentiadis or in the open market. Alapis was also informed that Dr. Lavrentiadis is a director of the general partner of Lamda Partners L.P.
3. The Company will endeavour to complete the Increase by the end of September, subject to obtaining all regulatory and other approvals in a timely manner.
This announcement is made pursuant to Laws 3340/2005 and 3556/2007, the decision of the Hellenic Capital Market Commission 3/347/12.7.2005 and the Rule Book of the Athens Exchange.
This announcement and the information contained herein do not constitute and should not be construed as constituting a public offer or advertisement of new shares that Alapis will issue pursuant to the Increase or an invitation to make offers to purchase such shares, as contemplated in Greek Law 3401/2005.
Any investment decision to purchase or sell any such shares should be based exclusively on the information contained in the Company?s Prospectus that will be prepared in connection with the offering and the admission of the Company?s shares to trading on the Athens Exchange, after it has been approved by the Hellenic Capital Market Commission and published in accordance with Greek Law 3401/2005.
This announcement may not be published, distributed or transmitted in or into the United States. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the rights or the New Shares. Neither the rights nor the New Shares mentioned herein have been, nor will be, registered under the United States Securities Act of 1933 (the ?Securities Act?) or the laws of any state, and may not be offered or sold in the United States absent registration or pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. There will be no public offering of the rights or the New Shares in the U.S. This document is not an offer of securities for sale in Australia, Canada, Japan or in any jurisdiction in which such offer is unlawful. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. The offer and sale of the securities referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. This document is only addressed to and is only directed at persons in member states of the European Economic Area (the ?EEA?) who are ?qualified investors? within the meaning of Article 2.1(e) of the Prospectus Directive (Directive 2003/71/EC). In addition, in the United Kingdom, these materials are directed solely at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ?Order?) or (ii) are high net worth entities and other persons to whom it may lawfully be communicated falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). These materials are addressed only to, and directed only at, relevant persons and qualified investors and must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons or (ii) in any member state of the EEA other than the United Kingdom, by qualified investors. Any investment or investment activity to which these materials relate is available only to, and will be engaged in only with, in the United Kingdom, relevant persons, and in any member state of the EEA other than the United Kingdom, qualified investors.