ALAPIS Α.Β.Ε.Ε.
Decisions of the 2nd Repeat Extraordinary General Shareholder's Meeting
"ALAPIS HOLDING INDUSTRIAL AND COMMERCIAL SOCIETE ANONYME OF PHARMACEUTICAL & CHEMICAL PRODUCTS" and the distinctive title "ALAPIS SA" (the Company) announces that the 2nd Repeat Extraordinary General Shareholders Meeting (EGM) was held on 26.04.2011 and was attended by a total of 83 shareholders representing 93,953,524 shares, amounting to 38.32% of the Companys total number of shares, who participated either in person or via proxy holder, or by distance voting, in order to decide on items No. 2,3,4 and 5 of the daily agenda as they were included to the as at 08.03.2011 invitation of the shareholders, legally published, since during the EGM dated 04.04.2011, shareholders discussed and resolved on items 1, 6 and 7 but the discussion on the aforementioned items 2, 3, 4 and 5 of the daily agenda were adjourned due to lack of quorum, pursuant to the Law and the Companys Articles of Association.
AGENDA ITEMS
2. Reduction of the Companys share capital by reduction of the nominal value of the common registered shares, for the purpose of creating a special reserve, according to article 4 par. 4a of the Codified Law 2190/1920. Respective modification of article 5 of the Companys articles of association.
3. Increase of the Companys share capital by payment of cash, with pre-emption rights in favour of the existing shareholders and issuance of new common registered shares. Grant of relevant authorizations to the Companys Board of Directors. Modification of article 5 of the Companys articles of association.
4. Issuance of convertible bond loans, with abrogation of the existing shareholders pre-emption rights, according to article 13 par. 10 of the Codified Law 2190/1920. Grant of relevant authorisations to the Companys Board of Directors.
5. Revocation of the resolution of the 2nd Repeat General Meeting of the Extraordinary General Meeting of the Companys shareholders dated 03.09.2008 to grant authorisation to the Board of Directors to increase the Companys share capital and to issue convertible bond loans according to article 13 par.1b of the Codified Law 2190/1920 and grant of a new relevant authorisation to the Board of Directors for the share capital increase of the Company and the issuance by the Company of convertible bond loans.
As regards the second item of the daily agenda, the EGM approved by 67,937,391 votes in favour, namely 72.31% of the shareholders voted and 26,016,132 votes against, namely 27.69% of the shareholders voted, the reduction of the Companys share capital by reduction of the nominal value of the common registered shares and the balance that will arise as a result will be recorded into a special reserve, according to article 4, paragraph 4a of C.L. 2190/1920, therefore, no capital will be returned to shareholders and the total number of the Companys shares will not be increased through the issuance of bonus shares.
Therefore, the nominal value of each share was approved to decrease from 12€ to 0.30€.
It is noted that 1 shareholder representing 1 share declared abstention.
As regards the third item of the daily agenda, the EGM approved by 67,102,377 votes in favour, namely 75.92% of the shareholders voted and 21,280,318 votes against, namely 24.08% of the shareholders voted, the increase of the Companys share capital (the Increase) by €29,418,006.6 through payment of cash, the issuance of 98,060,022 new common registered voting shares in book entry form at a nominal value of €0.30 per share (the New Shares) at a ratio of 2 New Shares for 1 existing share, with pre-emption rights in favour of its existing shareholders, and at an issue price of €1.00 per New Share (the Issue Price). The difference between the nominal value of the New Shares and the Issue Price, which is expected to amount € 68,642,015.4, will be recorded net of the Increase-related expenses to the shareholders equity account Share Premium. It was approved that the Issue Price may be higher than the market price at the time of detachment of the pre-emptive right. The deadline for taking-up the Increase was approved to be four (4) months starting from the date of the EGM resolution, which may be extended by one month, according to article 11, paragraph 4 of C.L. 2190/1920, as well as to authorise the Companys Board of Directors to determine, among other things, the deadline for the exercise of the pre-emption rights and other details of the Increase. Assuming that the Increase will be taken-up in full, the total proceeds thereof are expected to be equal to €98,060,022, without having deducted the relevant costs. Moreover, the EGM granted the authority to the Companys shareholders, who have fully exercised their pre-emption rights in the Increase, the possibility to pre-subscribe for the acquisition of any unsubscribed New Shares, without limitation, at the Issue Price any New Shares, while in case the Increase is not taken-up in full, the Board of Directors will have the discretion to offer any unsubscribed New Shares to third parties for subscription at the Issue Price, otherwise the Companys share capital will be increased by the amount of the final take-up, according to article 13a of C.L. 2190/1920.
Moreover, the EGM approved the sale of the pre-emption rights arising from the total of 8,947,342 treasury shares during the trading period of such rights on the Athens Exchange.
It is noted that shareholders representing 5,570,829 shares, namely 5.93% of the shareholders presented, declared abstention.
As regards the fourth item of the daily agenda, the EGM approved by 93,849,753 votes in favour, namely 99.89% of the shareholders voted and 103,770 votes against, namely 0.11% of the shareholders voted, the issuance of convertible bond loans up to an aggregate principal amount of €300,000,000 and abrogated the relevant pre-emption rights of the Companys existing shareholders, in accordance with article 13, par. 10 of C.L. 2190/1920 for those reasons which are included in a special report of the Companys Board of Directors to the EGM prepared pursuant to article 13, par. 10 of C.L. 2190/1920. At the same time the EGM granted the authority to the Board of Directors to determine the specific terms and conditions for the issuance and offering of the convertible bond loans (including the offer price of the bonds), for the purpose of offering them through a private placement within a reasonable period of time not to exceed three years from the EGM resolution. The final conversion price or ratio will be determined at the time the relevant securities will be issued. It is noted that the Board of Directors will have the ability to issue one or more convertible bond loans at its discretion up to the aggregate principal amount of €300,000,000, depending on the prevailing conditions in the domestic and international capital markets.
The EGM approved that the conversion price of the bond loans into common registered shares may be offered at a premium not exceeding 30% above the volume weighted average share price of the 30 days preceding the BoD decision that will determine the price, limiting this way to a certain degree the impact of any short-term volatility of the share price at the Exchange.
It is noted that 1 shareholder representing 1 share declared abstention As regards the fifth item of the daily agenda, the EGM decided that it is no longer conceivable nor required to discuss and take a decision on this item of the agenda.
No other announcements were made during this meeting. For any further clarifications, please contact our Investor Relations department
Tel: +30 213 0175056
E-mail: ir@alapis.eu
AGENDA ITEMS
2. Reduction of the Companys share capital by reduction of the nominal value of the common registered shares, for the purpose of creating a special reserve, according to article 4 par. 4a of the Codified Law 2190/1920. Respective modification of article 5 of the Companys articles of association.
3. Increase of the Companys share capital by payment of cash, with pre-emption rights in favour of the existing shareholders and issuance of new common registered shares. Grant of relevant authorizations to the Companys Board of Directors. Modification of article 5 of the Companys articles of association.
4. Issuance of convertible bond loans, with abrogation of the existing shareholders pre-emption rights, according to article 13 par. 10 of the Codified Law 2190/1920. Grant of relevant authorisations to the Companys Board of Directors.
5. Revocation of the resolution of the 2nd Repeat General Meeting of the Extraordinary General Meeting of the Companys shareholders dated 03.09.2008 to grant authorisation to the Board of Directors to increase the Companys share capital and to issue convertible bond loans according to article 13 par.1b of the Codified Law 2190/1920 and grant of a new relevant authorisation to the Board of Directors for the share capital increase of the Company and the issuance by the Company of convertible bond loans.
As regards the second item of the daily agenda, the EGM approved by 67,937,391 votes in favour, namely 72.31% of the shareholders voted and 26,016,132 votes against, namely 27.69% of the shareholders voted, the reduction of the Companys share capital by reduction of the nominal value of the common registered shares and the balance that will arise as a result will be recorded into a special reserve, according to article 4, paragraph 4a of C.L. 2190/1920, therefore, no capital will be returned to shareholders and the total number of the Companys shares will not be increased through the issuance of bonus shares.
Therefore, the nominal value of each share was approved to decrease from 12€ to 0.30€.
It is noted that 1 shareholder representing 1 share declared abstention.
As regards the third item of the daily agenda, the EGM approved by 67,102,377 votes in favour, namely 75.92% of the shareholders voted and 21,280,318 votes against, namely 24.08% of the shareholders voted, the increase of the Companys share capital (the Increase) by €29,418,006.6 through payment of cash, the issuance of 98,060,022 new common registered voting shares in book entry form at a nominal value of €0.30 per share (the New Shares) at a ratio of 2 New Shares for 1 existing share, with pre-emption rights in favour of its existing shareholders, and at an issue price of €1.00 per New Share (the Issue Price). The difference between the nominal value of the New Shares and the Issue Price, which is expected to amount € 68,642,015.4, will be recorded net of the Increase-related expenses to the shareholders equity account Share Premium. It was approved that the Issue Price may be higher than the market price at the time of detachment of the pre-emptive right. The deadline for taking-up the Increase was approved to be four (4) months starting from the date of the EGM resolution, which may be extended by one month, according to article 11, paragraph 4 of C.L. 2190/1920, as well as to authorise the Companys Board of Directors to determine, among other things, the deadline for the exercise of the pre-emption rights and other details of the Increase. Assuming that the Increase will be taken-up in full, the total proceeds thereof are expected to be equal to €98,060,022, without having deducted the relevant costs. Moreover, the EGM granted the authority to the Companys shareholders, who have fully exercised their pre-emption rights in the Increase, the possibility to pre-subscribe for the acquisition of any unsubscribed New Shares, without limitation, at the Issue Price any New Shares, while in case the Increase is not taken-up in full, the Board of Directors will have the discretion to offer any unsubscribed New Shares to third parties for subscription at the Issue Price, otherwise the Companys share capital will be increased by the amount of the final take-up, according to article 13a of C.L. 2190/1920.
Moreover, the EGM approved the sale of the pre-emption rights arising from the total of 8,947,342 treasury shares during the trading period of such rights on the Athens Exchange.
It is noted that shareholders representing 5,570,829 shares, namely 5.93% of the shareholders presented, declared abstention.
As regards the fourth item of the daily agenda, the EGM approved by 93,849,753 votes in favour, namely 99.89% of the shareholders voted and 103,770 votes against, namely 0.11% of the shareholders voted, the issuance of convertible bond loans up to an aggregate principal amount of €300,000,000 and abrogated the relevant pre-emption rights of the Companys existing shareholders, in accordance with article 13, par. 10 of C.L. 2190/1920 for those reasons which are included in a special report of the Companys Board of Directors to the EGM prepared pursuant to article 13, par. 10 of C.L. 2190/1920. At the same time the EGM granted the authority to the Board of Directors to determine the specific terms and conditions for the issuance and offering of the convertible bond loans (including the offer price of the bonds), for the purpose of offering them through a private placement within a reasonable period of time not to exceed three years from the EGM resolution. The final conversion price or ratio will be determined at the time the relevant securities will be issued. It is noted that the Board of Directors will have the ability to issue one or more convertible bond loans at its discretion up to the aggregate principal amount of €300,000,000, depending on the prevailing conditions in the domestic and international capital markets.
The EGM approved that the conversion price of the bond loans into common registered shares may be offered at a premium not exceeding 30% above the volume weighted average share price of the 30 days preceding the BoD decision that will determine the price, limiting this way to a certain degree the impact of any short-term volatility of the share price at the Exchange.
It is noted that 1 shareholder representing 1 share declared abstention As regards the fifth item of the daily agenda, the EGM decided that it is no longer conceivable nor required to discuss and take a decision on this item of the agenda.
No other announcements were made during this meeting. For any further clarifications, please contact our Investor Relations department
Tel: +30 213 0175056
E-mail: ir@alapis.eu