CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A
EX-RIGHTS DATE AND RIGHTS TRADING PERIOD
SHARE CAPITAL INCREASE THROUGH PAYMENT IN CASH BY WAY OF PRE-EMPTION RIGHTS IN FAVOUR OF EXISTING SHAREHOLDERS : EX-RIGHTS DATE AND RIGHTS TRADING PERIOD
EX-RIGHTS DATE: 03/12/2010
PERIOD FOR EXERCISING PRE-EMPTION RIGHTS: 09/12/2010-23/12/2010
PRE-EMPTION RIGHTS TRADING PERIOD: 9/12/2010-17/12/2010
The Board of Directors of MOTODYNAMICS S.A., (hereafter the Company), announces the following:
The Extraordinary General Meeting of the Companys Shareholders (hereafter the EGM) held on 26 October 2010 decided to increase the Company?s share capital by 3,835,000 Euros in cash and the issuance at a subscription price above par of 6.500.000 new common registered shares (hereafter the New Shares), of a nominal value of 0,59 Euros each, granting pre-emption Rights in favour of the Companys existing shareholders at a subscription ratio of 3 new shares for every 13 existing ones (hereafter the Increase). According to the decision of the Board of Directors of the Company on 24.11.2010 within the relevant authorisation granted by the EGM held on 26.10.2010 the New Shares will be offered at the price of €0,60 (hereafter the Offer Price) each. The Offer Price may be higher than the stock market price of existing Company shares at the ex-rights date, according to the respective decision of the EGM held on 26.10.2010. The difference between the Offer Price and the nominal value of the New Shares, which in case of full subscription of the Increase shall amount to the aggregate amount of 65.000 Euros, will be credited in accordance with the law and the Companys Articles of Association, to the ?Paid-in surplus capital? account.
Following completion of the aforementioned share capital increase, and in the event of its full subscription, the Companys share capital will amount to 6.785.000 Euros divided into 11.500.000 common registered shares, of a nominal value of €0.59 each. The total gross proceeds, in the event of full subscription of the Increase, are expected to amount to 3.900.000 Euros.
On 12.11.2010, the decision with reference number K2-10441/2010 of the Minister of Development, pursuant to which the aforementioned share capital increase in cash has been approved, was registered with the Register of the Societes Anonymes.
The ex-rights date is 3.12.2010. As from the same date (hereafter the Ex-rights date), the existing common registered shares of the Company will be traded on the Athens Exchange (hereafter ATHEX) without pre-emption rights. From the Ex-rights date, the opening market price of the Companys existing shares on the ATHEX will be determined according to ATHEX Regulation and the provisions of the decision 26/17.07.2008 of the Board of Directors of the ATHEX, as it stands in effect.
The following persons (collectively referred to hereafter as the Beneficiaries) will have a pre-emption right to participate in the Increase (hereafter the Pre-emption Right:
1) All holders of the Companys existing shares who shall be registered on the registry of shareholders of the Hellenic Exchange S.A. (hereafter HELEX), on the second business day following the Ex-Rights date, i.e. on 7.12.2010, provided that they maintain those rights when exercised; and
2) Those persons who acquire Pre-emption Rights during their trading period on the ATHEX.
The exercise period for the Pre-emption Rights commences on 9.12.2010 and ends on 23/12/2010, inclusive.
The commencement of the trading of the Pre-emption Rights on the ATHEX electronic trading system coincides with the commencement of their exercise period. It is noted that trading of the Pre-emption Rights, will not be possible during the last four (4) business days preceding the last day of the Pre-emption Rights exercise period. The end of the trading of the Pre-emption Rights on the ATHEX electronic trading system shall be the closing of the session of 17/12/2010.
Pre-emption Rights to acquire New Shares are transferable and tradable on the ATHEX. Such rights will be credited to the Securities Accounts of each Beneficiarys Investors Share with the Dematerialized Securities System (hereafter the DSS) on the date of commencement of their trading. Pre-emption Rights that will not be exercised up to the end of their exercise period, namely up to and including 23.12.2010, are abolished.
Pre-emption Rights will be exercised during business days and hours at the branches of Alpha Bank, either through the operator of the Beneficiarys securities account (brokerage firm or custodian), or directly at Alpha Banks branches, for those Beneficiaries who do not wish to exercise the Pre-emption Rights through the operator of their securities account.
In order to exercise their Pre-emption Rights through Alpha Bank, Beneficiaries should provide the relevant Rights Undertaking Certificate from HELEX (which has integrated with what used to be known as Central Securities Depositary) and at the same time deposit in cash, the aggregate of the Offer Price of the New Shares that correspond to the exercised Pre-emption Rights. In particular, in order to exercise their Pre-emption Rights Alpha Banks branches, the Beneficiaries should follow the procedure described below:
a) Submit their Identification Card, their Tax Registration Number, a printed copy of their D.S.S. data, as well as, the Rights Undertaking Certificate, which should be obtained from their account operator, or from HELEX (which has integrated with what used to be known as Central Securities Depositary), if their shares are held within the special account of the D.S.S.
b) Declare, upon exercising their rights, their D.S.S. Investors Share number, their D.S.S. securities account number and the authorised D.S.S. securities account operator with whom they wish to register their shares.
c) Deposit at a special bank account that the Company will open with Alpha Bank for this specific Increase, the total Offer Price for the New Shares corresponding to their exercised Pre-emption Rights.
The Beneficiaries who wish to exercise their Pre-emption Rights through their operators should request such exercise from their said operators.
The payment shall be effected either by payment in cash at the aforementioned special bank account that will be opened for this Increase, or by debiting the Beneficiarys account held with Alpha Bank, if there is such an account, for an amount equal to the total Offer Price for the New Shares corresponding to their exercised Pre-emption Rights and subsequent credit by the same amount of the aforementioned special bank account.
Following the exercise of their Pre-emption Rights subscribers will receive a relevant payment receipt, which is neither a security, nor a provisional title and cannot be traded in ATHEX. The New Shares shall be delivered to the Beneficiaries in dematerialized form and will be credited in the Investors Share and securities account which the said Beneficiaries have declared.
Those who have fully exercised their Pre-emption Rights will be entitled to subscribe, at the Offer Price, for unsubscribed shares (hereafter the Unsubscribed Shares) if any, for up to double of their Pre-emption Rights which are attributed to them (hereafter the Over-subscription Right). The Over-subscription Rights will be exercised simultaneously with the exercise of the Pre-emption Rights at Alpha Banks branches during business days and hours, either through the operator of their securities account, brokerage firm or custodian, or directly at Alpha Banks? branches, for those Beneficiaries who do not wish to exercise the Over-subscription Rights through the operator of their securities account. The brokerage firm or custodian should hold a proxy from the investors, to proceed with the described procedure.
The Over-subscription Rights will be exercised by filling a written request at Alpha Banks branches, defining the number and the value of the requested shares, along with an irrevocable order by the Beneficiary to Alpha Bank to block within the deposit account the Beneficiary keeps with Alpha Bank the amount corresponding to the Unsubscribed Shares for which the Over-Subscription Rights are exercised.
On the date the exercised right is partially or fully satisfied, Alpha Bank will charge the deposit account for an amount equal to the aggregate Offer Price corresponding to the shares the Beneficiary shall actually receive, and thereafter will credit the special account opened for the Increase for an equal amount. Following the exercise of the Over-Subscription Rights, subscribers will receive a relevant payment receipt, which is neither a security, nor a provisional title and which cannot be traded on the ATHEX.
The investors having exercised their Over-subscription Rights shall be satisfied if any Unsubscribed Shares exist, while if the number of the Unsubscribed Shares may not match demand, then, investors shall be satisfied pro rata based on the number of Unsubscribed Shares so requested, until all requests are satisfied. Any funds deposited but not used for the acquisition of Unsubscribed Shares, shall be returned to those having exercised their Oversubscription Rights, free from interest.
In the event that, at the end of the exercise period of the Pre-emption Rights, there are Unsubscribed Shares left, these will be allocated by the Companys Board of Directors at their discretion as mentioned in Article 13 par.8 of Law 2190/1920, otherwise the Share Capital of the Company will increase up to the amount actually subscribed for, corresponding to Article 13a of Law 2190/2910, as it stands in effect.
If, for the same physical or legal entities, according to DSS data or demographical data, more than one subscription is noted, the total of such subscriptions shall be treated as one. As decided in the Extraordinary General Meeting of 26.10.2010, no fractional shares will be issued. The New Shares shall be dematerialized and entitled to dividends from the profits of the year 2010 onwards.
This announcement should be read in conjunction with the Prospectus relating to the Company's share capital increase, as it has been approved by the Board of Directors of the Hellenic Capital Market Commission on 29.11.2010, and which is available in electronic form on the webpage of the Athens Stock Exchange (www.ase.gr), on the webpage of the Capital Market Commission (www.hcmc.gr), the Companys website (www.yamaha-motor.gr), and the website of the Advisor, ALPHA BANK (www.alpha.gr/page/default.asp?la=1&id=5224)
Also, the Prospectus will be available in printed form, free of charge upon request, at the Companys headquarters, position Kyrillos, Aspropyrgos.
The date of trading of the New Shares, after the completion of the share capital increase, will be determined by the Company's Board of Directors and will be announced to the public in due course.
For further information, Shareholders are kindly requested to contact the Company's Investor Relations Dept, Mr. Christos Bonanos (tel. 210 6293-583) during working days and hours.
EX-RIGHTS DATE: 03/12/2010
PERIOD FOR EXERCISING PRE-EMPTION RIGHTS: 09/12/2010-23/12/2010
PRE-EMPTION RIGHTS TRADING PERIOD: 9/12/2010-17/12/2010
The Board of Directors of MOTODYNAMICS S.A., (hereafter the Company), announces the following:
The Extraordinary General Meeting of the Companys Shareholders (hereafter the EGM) held on 26 October 2010 decided to increase the Company?s share capital by 3,835,000 Euros in cash and the issuance at a subscription price above par of 6.500.000 new common registered shares (hereafter the New Shares), of a nominal value of 0,59 Euros each, granting pre-emption Rights in favour of the Companys existing shareholders at a subscription ratio of 3 new shares for every 13 existing ones (hereafter the Increase). According to the decision of the Board of Directors of the Company on 24.11.2010 within the relevant authorisation granted by the EGM held on 26.10.2010 the New Shares will be offered at the price of €0,60 (hereafter the Offer Price) each. The Offer Price may be higher than the stock market price of existing Company shares at the ex-rights date, according to the respective decision of the EGM held on 26.10.2010. The difference between the Offer Price and the nominal value of the New Shares, which in case of full subscription of the Increase shall amount to the aggregate amount of 65.000 Euros, will be credited in accordance with the law and the Companys Articles of Association, to the ?Paid-in surplus capital? account.
Following completion of the aforementioned share capital increase, and in the event of its full subscription, the Companys share capital will amount to 6.785.000 Euros divided into 11.500.000 common registered shares, of a nominal value of €0.59 each. The total gross proceeds, in the event of full subscription of the Increase, are expected to amount to 3.900.000 Euros.
On 12.11.2010, the decision with reference number K2-10441/2010 of the Minister of Development, pursuant to which the aforementioned share capital increase in cash has been approved, was registered with the Register of the Societes Anonymes.
The ex-rights date is 3.12.2010. As from the same date (hereafter the Ex-rights date), the existing common registered shares of the Company will be traded on the Athens Exchange (hereafter ATHEX) without pre-emption rights. From the Ex-rights date, the opening market price of the Companys existing shares on the ATHEX will be determined according to ATHEX Regulation and the provisions of the decision 26/17.07.2008 of the Board of Directors of the ATHEX, as it stands in effect.
The following persons (collectively referred to hereafter as the Beneficiaries) will have a pre-emption right to participate in the Increase (hereafter the Pre-emption Right:
1) All holders of the Companys existing shares who shall be registered on the registry of shareholders of the Hellenic Exchange S.A. (hereafter HELEX), on the second business day following the Ex-Rights date, i.e. on 7.12.2010, provided that they maintain those rights when exercised; and
2) Those persons who acquire Pre-emption Rights during their trading period on the ATHEX.
The exercise period for the Pre-emption Rights commences on 9.12.2010 and ends on 23/12/2010, inclusive.
The commencement of the trading of the Pre-emption Rights on the ATHEX electronic trading system coincides with the commencement of their exercise period. It is noted that trading of the Pre-emption Rights, will not be possible during the last four (4) business days preceding the last day of the Pre-emption Rights exercise period. The end of the trading of the Pre-emption Rights on the ATHEX electronic trading system shall be the closing of the session of 17/12/2010.
Pre-emption Rights to acquire New Shares are transferable and tradable on the ATHEX. Such rights will be credited to the Securities Accounts of each Beneficiarys Investors Share with the Dematerialized Securities System (hereafter the DSS) on the date of commencement of their trading. Pre-emption Rights that will not be exercised up to the end of their exercise period, namely up to and including 23.12.2010, are abolished.
Pre-emption Rights will be exercised during business days and hours at the branches of Alpha Bank, either through the operator of the Beneficiarys securities account (brokerage firm or custodian), or directly at Alpha Banks branches, for those Beneficiaries who do not wish to exercise the Pre-emption Rights through the operator of their securities account.
In order to exercise their Pre-emption Rights through Alpha Bank, Beneficiaries should provide the relevant Rights Undertaking Certificate from HELEX (which has integrated with what used to be known as Central Securities Depositary) and at the same time deposit in cash, the aggregate of the Offer Price of the New Shares that correspond to the exercised Pre-emption Rights. In particular, in order to exercise their Pre-emption Rights Alpha Banks branches, the Beneficiaries should follow the procedure described below:
a) Submit their Identification Card, their Tax Registration Number, a printed copy of their D.S.S. data, as well as, the Rights Undertaking Certificate, which should be obtained from their account operator, or from HELEX (which has integrated with what used to be known as Central Securities Depositary), if their shares are held within the special account of the D.S.S.
b) Declare, upon exercising their rights, their D.S.S. Investors Share number, their D.S.S. securities account number and the authorised D.S.S. securities account operator with whom they wish to register their shares.
c) Deposit at a special bank account that the Company will open with Alpha Bank for this specific Increase, the total Offer Price for the New Shares corresponding to their exercised Pre-emption Rights.
The Beneficiaries who wish to exercise their Pre-emption Rights through their operators should request such exercise from their said operators.
The payment shall be effected either by payment in cash at the aforementioned special bank account that will be opened for this Increase, or by debiting the Beneficiarys account held with Alpha Bank, if there is such an account, for an amount equal to the total Offer Price for the New Shares corresponding to their exercised Pre-emption Rights and subsequent credit by the same amount of the aforementioned special bank account.
Following the exercise of their Pre-emption Rights subscribers will receive a relevant payment receipt, which is neither a security, nor a provisional title and cannot be traded in ATHEX. The New Shares shall be delivered to the Beneficiaries in dematerialized form and will be credited in the Investors Share and securities account which the said Beneficiaries have declared.
Those who have fully exercised their Pre-emption Rights will be entitled to subscribe, at the Offer Price, for unsubscribed shares (hereafter the Unsubscribed Shares) if any, for up to double of their Pre-emption Rights which are attributed to them (hereafter the Over-subscription Right). The Over-subscription Rights will be exercised simultaneously with the exercise of the Pre-emption Rights at Alpha Banks branches during business days and hours, either through the operator of their securities account, brokerage firm or custodian, or directly at Alpha Banks? branches, for those Beneficiaries who do not wish to exercise the Over-subscription Rights through the operator of their securities account. The brokerage firm or custodian should hold a proxy from the investors, to proceed with the described procedure.
The Over-subscription Rights will be exercised by filling a written request at Alpha Banks branches, defining the number and the value of the requested shares, along with an irrevocable order by the Beneficiary to Alpha Bank to block within the deposit account the Beneficiary keeps with Alpha Bank the amount corresponding to the Unsubscribed Shares for which the Over-Subscription Rights are exercised.
On the date the exercised right is partially or fully satisfied, Alpha Bank will charge the deposit account for an amount equal to the aggregate Offer Price corresponding to the shares the Beneficiary shall actually receive, and thereafter will credit the special account opened for the Increase for an equal amount. Following the exercise of the Over-Subscription Rights, subscribers will receive a relevant payment receipt, which is neither a security, nor a provisional title and which cannot be traded on the ATHEX.
The investors having exercised their Over-subscription Rights shall be satisfied if any Unsubscribed Shares exist, while if the number of the Unsubscribed Shares may not match demand, then, investors shall be satisfied pro rata based on the number of Unsubscribed Shares so requested, until all requests are satisfied. Any funds deposited but not used for the acquisition of Unsubscribed Shares, shall be returned to those having exercised their Oversubscription Rights, free from interest.
In the event that, at the end of the exercise period of the Pre-emption Rights, there are Unsubscribed Shares left, these will be allocated by the Companys Board of Directors at their discretion as mentioned in Article 13 par.8 of Law 2190/1920, otherwise the Share Capital of the Company will increase up to the amount actually subscribed for, corresponding to Article 13a of Law 2190/2910, as it stands in effect.
If, for the same physical or legal entities, according to DSS data or demographical data, more than one subscription is noted, the total of such subscriptions shall be treated as one. As decided in the Extraordinary General Meeting of 26.10.2010, no fractional shares will be issued. The New Shares shall be dematerialized and entitled to dividends from the profits of the year 2010 onwards.
This announcement should be read in conjunction with the Prospectus relating to the Company's share capital increase, as it has been approved by the Board of Directors of the Hellenic Capital Market Commission on 29.11.2010, and which is available in electronic form on the webpage of the Athens Stock Exchange (www.ase.gr), on the webpage of the Capital Market Commission (www.hcmc.gr), the Companys website (www.yamaha-motor.gr), and the website of the Advisor, ALPHA BANK (www.alpha.gr/page/default.asp?la=1&id=5224)
Also, the Prospectus will be available in printed form, free of charge upon request, at the Companys headquarters, position Kyrillos, Aspropyrgos.
The date of trading of the New Shares, after the completion of the share capital increase, will be determined by the Company's Board of Directors and will be announced to the public in due course.
For further information, Shareholders are kindly requested to contact the Company's Investor Relations Dept, Mr. Christos Bonanos (tel. 210 6293-583) during working days and hours.