Pursuant to article 23 of Law 3461/2006 "Transposition into National Law of Directive 2004/25/EC regarding tender offers" (hereinafter the "Law"), AGRICULTURAL BANK OF GREECE S.A. (hereinafter the "Offeror"), announces the results of the voluntary tender offer (the "Tender Offer") addressed to the shareholders of the company under the trade name "AGROTIKI INSURANCE S.A." (the "Company") for the acquisition of the common registered shares of the Company not already held by the Offeror on 30 April 2010, date at which the Offeror announced the launching of the Tender Offer (hereinafter the "Date of the Tender Offer"), pursuant to the Law.
1. The acceptance period of the Tender Offer (the "Acceptance Period") commenced on 26 April 2010 at 8:00 a.m. (Athens time) and ended on 25 May 2010 at the end of business hours of the banks operating in Greece.
2. On the Date of the Tender Offer, the Offeror held directly and indirectly 22,987,611 shares in the Company, corresponding to 84.15% of the share capital and voting rights of the Company.
3. During the Acceptance Period 263,802 shares (the "Tendered Shares"), corresponding to approximately 0.97 % of the Company's share capital and voting rights, were validly tendered by the shareholders of the Company who validly accepted the Tender Offer (the "Accepting Shareholders").
4. From the Date of the Tender Offer and until the end of the Acceptance Period, the Offeror also acquired through ATHEX, in accordance with the terms of the Tender Offer, 2,649,105 shares in the Company, corresponding to approximately 9.70% of the share capital and voting rights of the Company.
5. Consequently, following completion of the off-exchange transfer of the Tendered Shares, the Offeror will hold directly in total 25,882,664 shares in the Company corresponding to approximately 94.74% of the Company's share capital and voting rights.
6. The off-exchange transfer of the Transferred Shares and the relevant registrations in the DSS will be effected on Wednesday, 2 June 2010, pursuant to the provisions of article 4.5 of the Information Memorandum. Payment of the offer price to the Accepting Shareholders will commence on the same date, in the manner elected by such shareholders in their declaration of acceptance. From the offer price payable to the Accepting Shareholders, an amount shall be deducted equal to the tax due in each case by the Accepting Shareholders, in accordance with the provisions of Article 9, para. 2 of Law 2579/1998, as amended and in force at the time of payment of the Offer Price, which tax amounts today to 0.15%.
7. Under article 27 of the Law, if following the end of the acceptance period of the Tender Offer the Offeror holds, directly or indirectly, shares representing at least 90% of the total voting rights of the Company, the Offeror is entitled to require the transfer to it of all remaining shares which it does not already own.
8. The Offeror has exceeded the above shareholding and, therefore, intends to exercise its above right within three months from the end of the Acceptance Period, by submitting a request to that effect to the Hellenic Capital Market Commission.
9. The price to be paid to the remaining shareholders of the Company shall be the same as that which is payable to the Accepting Shareholders, i.e. Euro 1.53 per share.
10. It is noted that under article 28 of the Law, the remaining shareholders are also entitled to sell their shares to the Offeror against payment of Euro 1.53 per share, within a period of three months from the date of this announcement.
11. The Offeror intends to acquire 100% of the shares and voting rights in the Company and to ultimately seek the delisting of the Company's shares from ATHEX.