ALAPIS Α.Β.Ε.Ε.
Announcement for the publication of the Prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN
In accordance with the Regulation 809/2004 of the Commission of the European Union and Law 3340/2005, Alapis Holding, Industrial and Commercial Societe Anonyme ("Alapis" or the "Company") announces that as of 03.09.2009, it will make available to investors the Prospectus approved by the Hellenic Capital Market Commission on 24.08.2009 relating to the increase in Alapis' share capital through payment of cash and with pre-emption rights in favor of its existing shareholders, which has been approved by the Company's Board of Directors at its session held on 05.08.2009.
In particular, the Company's Board of Directors approved, among others, the increase of Alapis' share capital by euro 294,180,066 payable in cash with pre-emption rights in favor of its existing shareholders and at a ratio of one existing ordinary share for one new share (the "Increase"). More specifically, it was decided to issue 980,600,200 new ordinary registered shares (the "New Shares"), each having a nominal value of euro 0,30, at a subscription price of euro 0.46 per New Share, which may be higher than the market price of the Company's existing shares at the relevant ex-rights date.
Set out below is the indicative timetable of the Increase:
DATE - EVENT
24/8 Approval of the Prospectus by the Board of Directors of the Hellenic Capital Market Commission ("CMC")
27/8 Approval of the listing and admission to trading of the pre-emption rights from the Board of Directors of the ATHEX. Publication in the Daily Bulletin of the ATHEX of the announcement relating to the ex-rights date, the rights trading period and the subscription period.
28/8 Publication of the Prospectus (in electronic form in the web sites of the CMC and the ATHEX).
31/8 Ex-rights date
2/9 Record date
4/9 Debiting of the pre-emption rights with the securities accounts of the holders with the DSS by HELEX (prior to the commencement of the trading session on the ATHEX).
4/9 Pre-emption rights trading start date.
14/9 Pre-emption rights trading end date.
18/9 Subscription Period end date.
23/9 Announcement relating to the subscription for the capital increase and the offer of any unsubscribed shares.
24/9 Approval of the listing of the new shares by the Board of Directors of the ATHEX.
28/9 Commencement of the trading of the new shares issued pursuant to the Share Capital Increase.
It is noted that this timetable depends upon a number of unforeseen circumstances and may be amended. Announcements in relation to the process of the Increase and the timetable thereof will be issued, as prescribed by the applicable legislation. The Company will apply for the listing and the admission to trading of the New Shares to the Big Category of the Securities Market of the Athens Exchange ("ATHEX"). Completion of the listing and admission to trading of the New Shares on the ATHEX is subject to the prior approval of the Board of Directors of the ATHEX.
The Prospectus with respect to the public offer of the New Shares relating to the Increase, and their listing on the ATHEX, as approved by the Board of Directors of the Hellenic Capital Market Commission on 24 August 2009, will be available in electronic form on Alapis' website (http://www.alapis.eu), on the ATHEX?s website (http://www.athex.gr) and the website of the Hellenic Capital Market Commission (www.hcmc.gr) as of 28.08.2009, as well as in printed form free of charge at the Company's offices (2 Aftokratoros Nikolaou, 176 71 Athens) and EUROBANK?s branches in Greece as of 03.09.2009.
For further information, the Company?s shareholders may contact Alapis' Investors Relations Department (tel. +310 213 0175056).
Athens, August 27th 2009
The Board of Directors
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.
In accordance with the Regulation 809/2004 of the Commission of the European Union and Law 3340/2005, Alapis Holding, Industrial and Commercial Societe Anonyme ("Alapis" or the "Company") announces that as of 03.09.2009, it will make available to investors the Prospectus approved by the Hellenic Capital Market Commission on 24.08.2009 relating to the increase in Alapis' share capital through payment of cash and with pre-emption rights in favor of its existing shareholders, which has been approved by the Company's Board of Directors at its session held on 05.08.2009.
In particular, the Company's Board of Directors approved, among others, the increase of Alapis' share capital by euro 294,180,066 payable in cash with pre-emption rights in favor of its existing shareholders and at a ratio of one existing ordinary share for one new share (the "Increase"). More specifically, it was decided to issue 980,600,200 new ordinary registered shares (the "New Shares"), each having a nominal value of euro 0,30, at a subscription price of euro 0.46 per New Share, which may be higher than the market price of the Company's existing shares at the relevant ex-rights date.
Set out below is the indicative timetable of the Increase:
DATE - EVENT
24/8 Approval of the Prospectus by the Board of Directors of the Hellenic Capital Market Commission ("CMC")
27/8 Approval of the listing and admission to trading of the pre-emption rights from the Board of Directors of the ATHEX. Publication in the Daily Bulletin of the ATHEX of the announcement relating to the ex-rights date, the rights trading period and the subscription period.
28/8 Publication of the Prospectus (in electronic form in the web sites of the CMC and the ATHEX).
31/8 Ex-rights date
2/9 Record date
4/9 Debiting of the pre-emption rights with the securities accounts of the holders with the DSS by HELEX (prior to the commencement of the trading session on the ATHEX).
4/9 Pre-emption rights trading start date.
14/9 Pre-emption rights trading end date.
18/9 Subscription Period end date.
23/9 Announcement relating to the subscription for the capital increase and the offer of any unsubscribed shares.
24/9 Approval of the listing of the new shares by the Board of Directors of the ATHEX.
28/9 Commencement of the trading of the new shares issued pursuant to the Share Capital Increase.
It is noted that this timetable depends upon a number of unforeseen circumstances and may be amended. Announcements in relation to the process of the Increase and the timetable thereof will be issued, as prescribed by the applicable legislation. The Company will apply for the listing and the admission to trading of the New Shares to the Big Category of the Securities Market of the Athens Exchange ("ATHEX"). Completion of the listing and admission to trading of the New Shares on the ATHEX is subject to the prior approval of the Board of Directors of the ATHEX.
The Prospectus with respect to the public offer of the New Shares relating to the Increase, and their listing on the ATHEX, as approved by the Board of Directors of the Hellenic Capital Market Commission on 24 August 2009, will be available in electronic form on Alapis' website (http://www.alapis.eu), on the ATHEX?s website (http://www.athex.gr) and the website of the Hellenic Capital Market Commission (www.hcmc.gr) as of 28.08.2009, as well as in printed form free of charge at the Company's offices (2 Aftokratoros Nikolaou, 176 71 Athens) and EUROBANK?s branches in Greece as of 03.09.2009.
For further information, the Company?s shareholders may contact Alapis' Investors Relations Department (tel. +310 213 0175056).
Athens, August 27th 2009
The Board of Directors
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.