ΑΓΡΟΤΙΚΗ ΤΡΑΠΕΖΑ ΤΗΣ ΕΛΛΑΔΟΣ Α.Ε.
Announcement
VOLUNTARY TENDER OFFER BY "AGRICULTURAL BANK OF GREECE S.A." TO THE SHAREHOLDERS OF "AGROTIKI INSURANCE S.A."
FOR THE PURCHASE OF ALL THEIR COMMON VOTING REGISTERED SHARES AT A PRICE OF € 1.53* PER SHARE (in accordance with Law 3461/2006)
* From the Offer Price payable to the shareholders who accept the Tender Offer, an amount shall be deducted equal to the tax due in each case by the accepting shareholders, in accordance with the provisions of Articles 9, para. 2 of Law 2579/1998 and 21 of Law 3697/2008, as these laws have been amended and are in force or shall be in force at the time of payment of the Offer Price, which tax amounts today to 0.15%.
We hereby announce that on 21st April 2010, the Hellenic Capital Market Commission approved, pursuant to Article 11, para. 4 of Law 3461/2006, the Information Circular relating to the Voluntary Tender Offer dated 30 March 2010 (the "Tender Offer") by the societe anonyme under the trade name "AGRICULTURAL BANK OF GREECE S.A." (the "Offeror") to the shareholders of the societe anonyme under the trade name "AGROTIKI INSURANCE S.A." (the "Company").
1. AVAILABILITY OF THE INFORMATION CIRCULAR
The Information Circular, as approved by the Hellenic Capital Market Commission, as well as the forms for the declaration of acceptance of the Tender Offer, will be available, free of charge, during working days and hours, from all branches of "AGRICULTURAL BANK OF GREECE S.A." (the "Tender Agent") in Greece, from 26 April 2010 and throughout the Acceptance Period of the Tender Offer (as defined below). Furthermore, the Company's shareholders may obtain copies of the Information Circular from the registered offices of the Offeror, from 26 April 2010 and throughout the Acceptance Period of the Tender Offer. Finally, the Company's shareholders may obtain copies of the Information Circular from the websites of the Offeror (www.atebank.gr) and the Advisor to the Offeror (www.nbg.gr) from 23 April 2010.
2. OBJECT OF THE TENDER OFFER
According to the terms of the Tender Offer, as described in detail in the Information Circular, and in accordance with the provisions of Law 3461/2006, the Offeror offers to acquire 4,330,736 common voting registered shares of the Company (the "Tender Offer Shares"), for a consideration in cash equal to €1.53 for each common voting registered Tender Offer Share which is timely, duly and validly tendered.
The Offeror intends to acquire the Tender Offer Shares, together with all existing and future rights pertaining thereto, only if such Tender Offer Shares are free from any charge or right in rem or in contract, restriction, claim, usufruct, encumbrance or other right of any third party.
It is noted that the Offeror intends to acquire, through the Athens Exchange or otherwise, common voting registered shares of the Company until the end of the Acceptance Period of the Tender Offer, at a price not to exceed the above consideration per share.
3. ACCEPTANCE PERIOD
The Acceptance Period (the "Acceptance Period") of the Tender Offer will be four (4) weeks, starting on Monday 26th April 2010 at 8am (Greek time) and ending on Tuesday 25th May 2010 (at the close of opening hours for customers of Banks in Greece)
4. CONSIDERATION
The Offeror will pay, in cash, the amount of €1.53 (the "Offer Price") for each timely, duly and validly tendered Tender Offer Share. From the Offer Price payable to the shareholders who accept the Tender Offer, an amount shall be deducted equal to the tax due in each case by the accepting shareholders, in accordance with the provisions of Articles 9, para. 2 of Law 2579/1998 and 21 of Law 3697/2008, as these laws have been amended and are in force or shall be in force at the time of payment of the offered price, which tax amounts today to 0.15%.
The Offeror will undertake the payment of the 0.08% clearance duties payable on the off-exchange transfer of the Tender Offer Shares to the Offeror, which would have otherwise been payable by the accepting shareholders.
5. TENDER OFFER PROCESS
The Tender Offer process is described in sections 4.2 - 4.3 of the Information Circular.
6. COMPLETION OF TENDER OFFER
The outcome of the Tender Offer will be announced within two (2) working days from the end of the Acceptance Period, i.e. until 27th May 2010, according to article 23 of Law 3461/2006.
The transfer of the Tender Offer Shares to the Offeror and the payment of the Offer Price to the accepting shareholders will be concluded within six (6) working days from the end of the Acceptance Period, i.e. until 2nd June 2010 inclusive.
In the event that, at the end of the Acceptance Period, the Offeror owns, directly or indirectly, at least 90% of the shares in the Company, the Offeror intends to exercise the right to require the transfer to it of all minority shares in the Company at a price per Share equal to the Offer Price, within the 3-month period provided in article 27 of the Law ("Squeeze Out Right"). After the exercise of the Squeeze Out Right, the Offeror intends to convene a general meeting of the shareholders of the Company having as an item of the agenda the delisting of the Company's shares from ATHEX.
IMPORTANT NOTICE
The Tender Offer is addressed to the shareholders of the societe anonyme under the tradename "Agrotiki Insurance S.A." (the "Company"), in accordance with Law 3461/2006 re: "Incorporation into National Law of Directive 2004/25/EC relating to tender offers", and is only being addressed to persons who may lawfully accept it.
Specifically, in order to comply with the rules in force in the following countries, the Tender Offer is not addressed in any manner whatsoever, directly or indirectly, to or in any country in which, in accordance with its laws, the making of the Tender Offer or the delivery or distribution of the Information Circular is unlawful or contrary to any applicable law, rule or regulation (each such country an "Excluded Territory" and together the "Excluded Territories").
Accordingly, copies of this Announcement and/or any other relevant document or material will not and must not be posted, forwarded, distributed or sent by any mean or way, directly or indirectly, towards, within or from the Excluded Territories.
FOR THE PURCHASE OF ALL THEIR COMMON VOTING REGISTERED SHARES AT A PRICE OF € 1.53* PER SHARE (in accordance with Law 3461/2006)
* From the Offer Price payable to the shareholders who accept the Tender Offer, an amount shall be deducted equal to the tax due in each case by the accepting shareholders, in accordance with the provisions of Articles 9, para. 2 of Law 2579/1998 and 21 of Law 3697/2008, as these laws have been amended and are in force or shall be in force at the time of payment of the Offer Price, which tax amounts today to 0.15%.
We hereby announce that on 21st April 2010, the Hellenic Capital Market Commission approved, pursuant to Article 11, para. 4 of Law 3461/2006, the Information Circular relating to the Voluntary Tender Offer dated 30 March 2010 (the "Tender Offer") by the societe anonyme under the trade name "AGRICULTURAL BANK OF GREECE S.A." (the "Offeror") to the shareholders of the societe anonyme under the trade name "AGROTIKI INSURANCE S.A." (the "Company").
1. AVAILABILITY OF THE INFORMATION CIRCULAR
The Information Circular, as approved by the Hellenic Capital Market Commission, as well as the forms for the declaration of acceptance of the Tender Offer, will be available, free of charge, during working days and hours, from all branches of "AGRICULTURAL BANK OF GREECE S.A." (the "Tender Agent") in Greece, from 26 April 2010 and throughout the Acceptance Period of the Tender Offer (as defined below). Furthermore, the Company's shareholders may obtain copies of the Information Circular from the registered offices of the Offeror, from 26 April 2010 and throughout the Acceptance Period of the Tender Offer. Finally, the Company's shareholders may obtain copies of the Information Circular from the websites of the Offeror (www.atebank.gr) and the Advisor to the Offeror (www.nbg.gr) from 23 April 2010.
2. OBJECT OF THE TENDER OFFER
According to the terms of the Tender Offer, as described in detail in the Information Circular, and in accordance with the provisions of Law 3461/2006, the Offeror offers to acquire 4,330,736 common voting registered shares of the Company (the "Tender Offer Shares"), for a consideration in cash equal to €1.53 for each common voting registered Tender Offer Share which is timely, duly and validly tendered.
The Offeror intends to acquire the Tender Offer Shares, together with all existing and future rights pertaining thereto, only if such Tender Offer Shares are free from any charge or right in rem or in contract, restriction, claim, usufruct, encumbrance or other right of any third party.
It is noted that the Offeror intends to acquire, through the Athens Exchange or otherwise, common voting registered shares of the Company until the end of the Acceptance Period of the Tender Offer, at a price not to exceed the above consideration per share.
3. ACCEPTANCE PERIOD
The Acceptance Period (the "Acceptance Period") of the Tender Offer will be four (4) weeks, starting on Monday 26th April 2010 at 8am (Greek time) and ending on Tuesday 25th May 2010 (at the close of opening hours for customers of Banks in Greece)
4. CONSIDERATION
The Offeror will pay, in cash, the amount of €1.53 (the "Offer Price") for each timely, duly and validly tendered Tender Offer Share. From the Offer Price payable to the shareholders who accept the Tender Offer, an amount shall be deducted equal to the tax due in each case by the accepting shareholders, in accordance with the provisions of Articles 9, para. 2 of Law 2579/1998 and 21 of Law 3697/2008, as these laws have been amended and are in force or shall be in force at the time of payment of the offered price, which tax amounts today to 0.15%.
The Offeror will undertake the payment of the 0.08% clearance duties payable on the off-exchange transfer of the Tender Offer Shares to the Offeror, which would have otherwise been payable by the accepting shareholders.
5. TENDER OFFER PROCESS
The Tender Offer process is described in sections 4.2 - 4.3 of the Information Circular.
6. COMPLETION OF TENDER OFFER
The outcome of the Tender Offer will be announced within two (2) working days from the end of the Acceptance Period, i.e. until 27th May 2010, according to article 23 of Law 3461/2006.
The transfer of the Tender Offer Shares to the Offeror and the payment of the Offer Price to the accepting shareholders will be concluded within six (6) working days from the end of the Acceptance Period, i.e. until 2nd June 2010 inclusive.
In the event that, at the end of the Acceptance Period, the Offeror owns, directly or indirectly, at least 90% of the shares in the Company, the Offeror intends to exercise the right to require the transfer to it of all minority shares in the Company at a price per Share equal to the Offer Price, within the 3-month period provided in article 27 of the Law ("Squeeze Out Right"). After the exercise of the Squeeze Out Right, the Offeror intends to convene a general meeting of the shareholders of the Company having as an item of the agenda the delisting of the Company's shares from ATHEX.
IMPORTANT NOTICE
The Tender Offer is addressed to the shareholders of the societe anonyme under the tradename "Agrotiki Insurance S.A." (the "Company"), in accordance with Law 3461/2006 re: "Incorporation into National Law of Directive 2004/25/EC relating to tender offers", and is only being addressed to persons who may lawfully accept it.
Specifically, in order to comply with the rules in force in the following countries, the Tender Offer is not addressed in any manner whatsoever, directly or indirectly, to or in any country in which, in accordance with its laws, the making of the Tender Offer or the delivery or distribution of the Information Circular is unlawful or contrary to any applicable law, rule or regulation (each such country an "Excluded Territory" and together the "Excluded Territories").
Accordingly, copies of this Announcement and/or any other relevant document or material will not and must not be posted, forwarded, distributed or sent by any mean or way, directly or indirectly, towards, within or from the Excluded Territories.