CARS MOTORCYCLES AND MARINE ENGINE TRADE AND IMPORT COMPANY S.A
Announcement for the Publication of the PROSPECTUS (Share Capital Increase)
MOTODYNAMICS S.A. (hereafter the Company) in accordance with EC Regulation 809/2004 and Law 3401/2005, announces that as of 2.12.2010 its Prospectus is available (in Greek), as it has been approved by the Hellenic Capital Market Commission (HCMC) on 29.11.2010, regarding the Company's share capital increase through payment in cash and pre-emption rights in favour of existing ordinary shareholders, as decided by the Extraordinary General Meeting of Shareholders (hereafter EGM) held on 26.10.2010.
In particular, the aforementioned EGM decided, inter alia, to increase the Companys share capital by 3.835.000 Euros by issuing 6.500.000 new common registered shares of nominal value of 0,59 Euros each, (the New Shares) through payment in cash and pre-emption rights in favour of existing ordinary shareholders, at a subscription ratio of 13 new shares for every 10 existing shares.
As authorised by the EGM held on 26.10.2010, the Board of Directors of the Company, decided at its 24.11.2010 meeting, that the offer price for each New Share shall be 0,60 Euros (the Offer Price). According to the EGM of 26.10.2010 the Offer Price may be higher than the stock market price of existing Company shares, at the time such shares begin trading ex-rights. Also, the aforementioned Board of Directors decided to provide the right of over-subscription to those that have fully exercised all their pre-emption rights, as mentioned in the Companys Prospectus approved by the Hellenic Capital Market Commission on 29.11.2010. In total, 6.500.000 new ordinary registered shares of a nominal value of 0,59 Euros each will be issued. The New Shares will be offered at the price of 0,60 Euros each and the total gross proceeds expected to be raised will amount up to 3.900.000 Euros.
Information about the procedure for the exercise of pre-emption and over-subscription rights for investors, is described in chapters -4.6.2 Procedure for the Exercise of Pre-emption Rights- and in -4.6.3 Over Subscription Right of the Prospectus-, approved by the Hellenic Capital Market Commission.
The expected time schedule for the share capital increase is as follows:
- 29.11.2010 Approval of the Prospectus by the Board of the HCMC
- 1.12.2010 Approval of entry for trade of pre-emption rights in the Capital Increase, granted from the Board of Directors of the Athens Stock Exchange.
- 1.12.2010 Announcement on ATHEX Daily Official List regarding the ex-rights date, the exercise period for the pre-emption rights and the opening and closing dates of trading of the said rights.
- 2.12.2010 Publication of the Prospectus, posted on the webpage of the Company, HCMC, the Athens Stock Exchange (hereafter ATHEX) and the Advisor.
- 2.12.2010 Publication of the announcement for the availability of the Prospectus to the public.
- 3.12.2010 Ex-rights date
- 7.12.2010 Record date of the beneficiaries of the pre-emption rights.
- 8.12.2010 Pre-emption rights credited by Hellenic Exchanges to the beneficiaries accounts in the Dematerialized Securities System.
- 9.12.2010 Commencement of trading and exercise of pre-emption rights.
- 17.12.2010 Close of trading of pre-emption rights.
- 23.12.2010 Close of period for exercising pre-emption rights.
- 28.12.2010 Announcement regarding take-up of rights issue and possible offer of unsubscribed shares.
- 04.01.2011 Approval of listing of the Company's New Shares by the ATHEX Board.
- 10.01.2011 Start of trading of the Company's New Shares.
Note that the above schedule depends on a number of unforeseeable factors and may be subject to change. Regarding the procedure of the share capital increase and the timetable of its implementation, there will be further relevant announcements to the public, as provided for by the applicable legal framework. For the listing and trading of the shares that will be issued as a result of the share capital increase in the Large Capitalization category of the ATHEX, approval is required by the ATHEX and as such, a relevant request for approval will be submitted by the Company.
The Prospectus for the share capital increaseas it has been approved by the HCMC on 29.11.2010, will be available in electronic form from 2.12.2010, on on the webpage of the Athens Stock Exchange (www.ase.gr/content/gr/Companies/ListedCo/Prospectus ), on the webpage of the Capital Market Commission (www.hcmc.gr), the Company's website at www.yamaha-motor.gr, and the website of the Advisors, ALPHA BANK (www.alpha.gr/page/default.asp?la=1&id=5224), according to article 14 par.2 of Law 3401/2005. Also, the Prospectus will be provided free of charge, in printed form on request, at the Company?s headquarters, Position Kyrillos, Aspropyrgos, and at the Advisors premises, Panepistimiou 45, Athens, Attica.
For further information, Shareholders are kindly requested to contact the Company's Investor Relations Dept., Mr. Christos Bonanos (tel. +30 210 62 93-583) during working days and hours.
In particular, the aforementioned EGM decided, inter alia, to increase the Companys share capital by 3.835.000 Euros by issuing 6.500.000 new common registered shares of nominal value of 0,59 Euros each, (the New Shares) through payment in cash and pre-emption rights in favour of existing ordinary shareholders, at a subscription ratio of 13 new shares for every 10 existing shares.
As authorised by the EGM held on 26.10.2010, the Board of Directors of the Company, decided at its 24.11.2010 meeting, that the offer price for each New Share shall be 0,60 Euros (the Offer Price). According to the EGM of 26.10.2010 the Offer Price may be higher than the stock market price of existing Company shares, at the time such shares begin trading ex-rights. Also, the aforementioned Board of Directors decided to provide the right of over-subscription to those that have fully exercised all their pre-emption rights, as mentioned in the Companys Prospectus approved by the Hellenic Capital Market Commission on 29.11.2010. In total, 6.500.000 new ordinary registered shares of a nominal value of 0,59 Euros each will be issued. The New Shares will be offered at the price of 0,60 Euros each and the total gross proceeds expected to be raised will amount up to 3.900.000 Euros.
Information about the procedure for the exercise of pre-emption and over-subscription rights for investors, is described in chapters -4.6.2 Procedure for the Exercise of Pre-emption Rights- and in -4.6.3 Over Subscription Right of the Prospectus-, approved by the Hellenic Capital Market Commission.
The expected time schedule for the share capital increase is as follows:
- 29.11.2010 Approval of the Prospectus by the Board of the HCMC
- 1.12.2010 Approval of entry for trade of pre-emption rights in the Capital Increase, granted from the Board of Directors of the Athens Stock Exchange.
- 1.12.2010 Announcement on ATHEX Daily Official List regarding the ex-rights date, the exercise period for the pre-emption rights and the opening and closing dates of trading of the said rights.
- 2.12.2010 Publication of the Prospectus, posted on the webpage of the Company, HCMC, the Athens Stock Exchange (hereafter ATHEX) and the Advisor.
- 2.12.2010 Publication of the announcement for the availability of the Prospectus to the public.
- 3.12.2010 Ex-rights date
- 7.12.2010 Record date of the beneficiaries of the pre-emption rights.
- 8.12.2010 Pre-emption rights credited by Hellenic Exchanges to the beneficiaries accounts in the Dematerialized Securities System.
- 9.12.2010 Commencement of trading and exercise of pre-emption rights.
- 17.12.2010 Close of trading of pre-emption rights.
- 23.12.2010 Close of period for exercising pre-emption rights.
- 28.12.2010 Announcement regarding take-up of rights issue and possible offer of unsubscribed shares.
- 04.01.2011 Approval of listing of the Company's New Shares by the ATHEX Board.
- 10.01.2011 Start of trading of the Company's New Shares.
Note that the above schedule depends on a number of unforeseeable factors and may be subject to change. Regarding the procedure of the share capital increase and the timetable of its implementation, there will be further relevant announcements to the public, as provided for by the applicable legal framework. For the listing and trading of the shares that will be issued as a result of the share capital increase in the Large Capitalization category of the ATHEX, approval is required by the ATHEX and as such, a relevant request for approval will be submitted by the Company.
The Prospectus for the share capital increaseas it has been approved by the HCMC on 29.11.2010, will be available in electronic form from 2.12.2010, on on the webpage of the Athens Stock Exchange (www.ase.gr/content/gr/Companies/ListedCo/Prospectus ), on the webpage of the Capital Market Commission (www.hcmc.gr), the Company's website at www.yamaha-motor.gr, and the website of the Advisors, ALPHA BANK (www.alpha.gr/page/default.asp?la=1&id=5224), according to article 14 par.2 of Law 3401/2005. Also, the Prospectus will be provided free of charge, in printed form on request, at the Company?s headquarters, Position Kyrillos, Aspropyrgos, and at the Advisors premises, Panepistimiou 45, Athens, Attica.
For further information, Shareholders are kindly requested to contact the Company's Investor Relations Dept., Mr. Christos Bonanos (tel. +30 210 62 93-583) during working days and hours.