ΑΓΡΟΤΙΚΗ ΤΡΑΠΕΖΑ ΤΗΣ ΕΛΛΑΔΟΣ Α.Ε.
Announcement of Voluntary Tender Offer for 4,330,736 Registered Shares of the Societe Anonyme under the Tradename "AGROTIKI INSURANCE S.A.".
1. The societe anonyme under the tradename "Agricultural Bank of Greece S.A." with Company Registration Number 24402/06/B/91/39 having its seat in the Municipality of Athens (23 Panepistimiou Street) (the "Offeror"), announces the submission of a voluntary tender offer (the "Tender Offer") in accordance with the provisions of Law 3461/2006 (the "Law"), to acquire all common voting registered shares of the societe anonyme under the tradename "Agrotiki Insurance S.A." with Company Registration Number 12821/05/B/86/1 having its seat in the Municipality of Nea Smyrni (163 Syngrou Avenue) (the "Company").
2. National Bank of Greece S.A., having its seat in the Municipality of Athens (86 Eolou Street), is acting as the Offeror's advisor in connection with the Tender Offer, in accordance with article 12 of the Law (the "Advisor").
3. As at the date of this announcement, the Company's share capital amounts to €40,977,520.50, is divided into 27,318,347 common voting registered shares in dematerialized form, with a nominal value of €1.50 each (the "Shares") and is fully paid-up. The Company's share capital does not contain any other class of shares. The Shares are listed on the Securities Market of the Athens Exchange (the "ATHEX"), and are currently traded in the Small and Mid Capitalisation category thereof.
4. As at the date of this announcement, 30 March 2010, the Offeror holds directly 22,969,757 and indirectly (through its subsidiary ATE LEASING S.A.) 17,854 Shares, which represent in aggregate approximately 84.15% of the Company's total paid up share capital and voting rights on the above date.
5. The Tender Offer is made for the total number of Shares that are not directly or indirectly held by the Offeror, i.e. on the date of this announcement, it is made for 4,330,736 Shares, representing approximately 15.85% of the aggregate paid up share capital and the voting rights of the Company (the "Tender Offer Shares"). 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 or any third party.
6. The Tender Offer shall remain in force irrespective of the number of the Tender Offer Shares which shall have been validly tendered by the end of the acceptance period. The Tender Offer is not subject to a minimum acceptance condition.
7. In consideration for each Tender Offer Share which will be validly tendered, the Offeror shall pay in cash €1.53 (the "Offer Price"), an amount which complies with the terms of article 9, paragraph 4 of the Law. In addition, the Offer Price is higher by:
- 26.3% from the book value of the Company's share calculated on the basis of the equity of the group of the Company on 31.12.2009.
- 20.5% from the stock market of the share at closing on 29th March 2010.
From the Offer Price payable to the Shareholders who lawfully and validly accept the Tender Offer ("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 Art. 4 para. 1 of Law 3756/2009, as amended by Art. 4 of Law 3808/2009.
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.
National Bank of Greece S.A. has certified that the Offeror has the necessary financial means to pay the Offer Price and the duties payable by the Offeror. However, National Bank of Greece S.A. provides no guarantee, within the meaning of article 847ff of the Greek Civil Code, for the performance of the financial and other obligations undertaken by the Offeror under the Tender Offer.
8. If, following the end of the acceptance period of the Tender Offer (the "Acceptance Period"), the Offeror holds, directly or indirectly, Shares representing at least 90% of the total voting rights of the Company, the Offeror shall exercise the right to require the transfer to it of all remaining Shares 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.
9. As of the date of this announcement and until the last day of the Acceptance Period, the Offeror intends to acquire Shares, through the market or otherwise, at a price per Share not exceeding the Offer Price. Such purchases will be notified to the Hellenic Capital Market Commission and published in the Daily Official List of ATHEX within three trading days from the relevant trades, in accordance with article 24, para. 2 of the Law, in conjunction with the relevant provisions of Law 3556/2007 and Law 3340/2005, as required.
Moreover, the Advisor, which does not "act in concert" (as defined in Article 2(e) of the Law) with the Offeror, does not intend to act on behalf of, for the benefit of or otherwise in co-operation with the Offeror in the purchase of Shares from the date of this announcement until the end of the Acceptance Period. The Advisor may, however, purchase or sell Shares as a direct or indirect result of normal course of conduct third-party client facilitation activities, from the date of this announcement until the end of the Acceptance Period. The Advisor has not entered into an agreement or other arrangement with the Offeror to tender or sell to the Offeror any Shares so purchased or in connection with the exercise of the voting rights attached thereto.
10. As required by the Law, the Offeror has commenced the process of the Tender Offer by informing the Hellenic Capital Market Commission and the Board of Directors of the Company and submitting to them a draft of the Information Circular, in accordance with article 10, para. 1 of the Law.
11. The Tender Offer is subject to the approval of the Information Circular by the Hellenic Capital Market Commission (which will include all the terms of the Tender Offer). The Tender Offer is not subject to any conditions, in accordance with article 22 of the Law.
IMPORTANT NOTICE
12. 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.
2. National Bank of Greece S.A., having its seat in the Municipality of Athens (86 Eolou Street), is acting as the Offeror's advisor in connection with the Tender Offer, in accordance with article 12 of the Law (the "Advisor").
3. As at the date of this announcement, the Company's share capital amounts to €40,977,520.50, is divided into 27,318,347 common voting registered shares in dematerialized form, with a nominal value of €1.50 each (the "Shares") and is fully paid-up. The Company's share capital does not contain any other class of shares. The Shares are listed on the Securities Market of the Athens Exchange (the "ATHEX"), and are currently traded in the Small and Mid Capitalisation category thereof.
4. As at the date of this announcement, 30 March 2010, the Offeror holds directly 22,969,757 and indirectly (through its subsidiary ATE LEASING S.A.) 17,854 Shares, which represent in aggregate approximately 84.15% of the Company's total paid up share capital and voting rights on the above date.
5. The Tender Offer is made for the total number of Shares that are not directly or indirectly held by the Offeror, i.e. on the date of this announcement, it is made for 4,330,736 Shares, representing approximately 15.85% of the aggregate paid up share capital and the voting rights of the Company (the "Tender Offer Shares"). 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 or any third party.
6. The Tender Offer shall remain in force irrespective of the number of the Tender Offer Shares which shall have been validly tendered by the end of the acceptance period. The Tender Offer is not subject to a minimum acceptance condition.
7. In consideration for each Tender Offer Share which will be validly tendered, the Offeror shall pay in cash €1.53 (the "Offer Price"), an amount which complies with the terms of article 9, paragraph 4 of the Law. In addition, the Offer Price is higher by:
- 26.3% from the book value of the Company's share calculated on the basis of the equity of the group of the Company on 31.12.2009.
- 20.5% from the stock market of the share at closing on 29th March 2010.
From the Offer Price payable to the Shareholders who lawfully and validly accept the Tender Offer ("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 Art. 4 para. 1 of Law 3756/2009, as amended by Art. 4 of Law 3808/2009.
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.
National Bank of Greece S.A. has certified that the Offeror has the necessary financial means to pay the Offer Price and the duties payable by the Offeror. However, National Bank of Greece S.A. provides no guarantee, within the meaning of article 847ff of the Greek Civil Code, for the performance of the financial and other obligations undertaken by the Offeror under the Tender Offer.
8. If, following the end of the acceptance period of the Tender Offer (the "Acceptance Period"), the Offeror holds, directly or indirectly, Shares representing at least 90% of the total voting rights of the Company, the Offeror shall exercise the right to require the transfer to it of all remaining Shares 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.
9. As of the date of this announcement and until the last day of the Acceptance Period, the Offeror intends to acquire Shares, through the market or otherwise, at a price per Share not exceeding the Offer Price. Such purchases will be notified to the Hellenic Capital Market Commission and published in the Daily Official List of ATHEX within three trading days from the relevant trades, in accordance with article 24, para. 2 of the Law, in conjunction with the relevant provisions of Law 3556/2007 and Law 3340/2005, as required.
Moreover, the Advisor, which does not "act in concert" (as defined in Article 2(e) of the Law) with the Offeror, does not intend to act on behalf of, for the benefit of or otherwise in co-operation with the Offeror in the purchase of Shares from the date of this announcement until the end of the Acceptance Period. The Advisor may, however, purchase or sell Shares as a direct or indirect result of normal course of conduct third-party client facilitation activities, from the date of this announcement until the end of the Acceptance Period. The Advisor has not entered into an agreement or other arrangement with the Offeror to tender or sell to the Offeror any Shares so purchased or in connection with the exercise of the voting rights attached thereto.
10. As required by the Law, the Offeror has commenced the process of the Tender Offer by informing the Hellenic Capital Market Commission and the Board of Directors of the Company and submitting to them a draft of the Information Circular, in accordance with article 10, para. 1 of the Law.
11. The Tender Offer is subject to the approval of the Information Circular by the Hellenic Capital Market Commission (which will include all the terms of the Tender Offer). The Tender Offer is not subject to any conditions, in accordance with article 22 of the Law.
IMPORTANT NOTICE
12. 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.