ISSUE OF CONVERTIBLE BOND LOAN (CBL) TRADABLE ON THE ATHEX WITH PRE-EMPTION RIGHTS IN FAVOUR OF EXISTING SHAREHOLDERS (Correct Repetition)
ISSUE OF CONVERTIBLE BOND LOAN (CBL) TRADABLE ON THE ATHEX WITH PRE-EMPTION RIGHTS IN FAVOUR OF EXISTING SHAREHOLDERS
CUT-OFF (EX-RIGHTS) DATE: 10/5/2013
PERIOD FOR EXERCISING PRE-EMPTION RIGHTS AND PRE-SUBSCRIPTION RIGHTS: from 16/5/2013 until 30/5/2013 (inclusive)
PRE-EMPTION RIGHTS TRADING PERIOD: from 16/5/2013 until 24/5/2013 (inclusive)
AGENT / TRUSTEE / APPLICATIONS MANAGER: “PIRAEUS BANK SA”
“MARFIN INVESTMENT GROUP HOLDINGS S.A.” (the “Company”) wishes to inform its Shareholders of the following:
GENERAL TERMS
Type of Bonds: Registered dematerialised bonds convertible into common registered shares of the Company
Number of Bonds convertible into common shares: up to 660,281,301
Bonds' nominal value: Euro 1.00
Both tranches of the convertible bond loan issue (CBL) are accompanied by a Pre-emption Right granted to existing shareholders in the Company. Each 1 share in the Issuer is accompanied by a single Pre-emption Right for participating in the issue of each tranche of the convertible bond loan. The Pre-emption Right shall be transferable and admitted for trading on ATHEX.
Bond / Share Conversion Ratio: nominal value of each bond / conversion price
TRANCHE A
Number of bonds: up to 408,625,335
Conversion price: Euro 0.54
Duration: 6 years
Interest rate (annually): 7%
Ratio of participation of existing shareholders in the issue: 1 pre-emption right / 0.5304556846 bonds
TRANCHE B
Number of bonds: up to 251,655,966
Conversion price: Euro 0.99
Duration: 7 years
Interest rate (annually): 6.3%
Ratio of participation of existing shareholders in the issue: 1 pre-emption right / 0.3266863953 bonds
Both tranches of the CBL issue are accompanied by a Pre-subscription right for holders of pre-emption rights, provided that the pre-emption rights are exercised in full. Tranche B of the issue is accompanied by a pre-subscription right for holders of convertible dematerialised bonds issued by the Company on 19.03.2010 to be swapped by transferring all bonds they hold on the cut-off date with new bonds from the CBL issue. Persons exercising this pre-subscription right will receive bonds, if any bonds are left undistributed, after the pre-emption right is exercised. The pre-subscription right shall be exercised in parallel with the exercise of pre-emption right.
Total CBL issue proceeds: up to Euro 660,301,281
If the CBL issue is not fully subscribed for, the issue shall rise up to the paid-up amount.
The cut-off date for the rights issue will be 10/5/2013. As of that date, the Company's shares will be traded on the ATHEX without the right to participate in the issue; the Company's open share price on the ATHEX will be adjusted according to the ATHEX Trading Rules in combination with resolution nr. 26 of the Board of Directors of ATHEX, as in force.
Entitled to the pre-emption rights will be the Shareholders who are registered in the Shareholders Register of “HELLENIC EXCHANGES SA” (“HELEX”) on 14/5/2013.
The exercise period for the pre-emption right and the pre-subscription right in the CBL issue will be from 16/5/2013 until (and including) 30/5/2013.
Pre-emption rights are transferable and will be traded on the ATHEX.
Commencement of trading of pre-emption rights on the ATHEX electronic trading system coincides with the commencement of their exercise period. Pre-emption rights cannot be traded on the last 4 business days prior to the expiry of the rights exercise period (24/5/2013).
The pre-emption rights will be credited to the accounts of each beneficiary held with the Dematerialized Securities System (DSS), on the date of commencement of the exercise period.
Pre-emption rights and pre-subscription rights may be exercised during business days and hours at “PIRAEUS BANK S.A.” branches.
To exercise their pre-emption rights at “PIRAEUS BANK S.A.” branches, beneficiaries of pre-emption rights should present their ID card, a print-out of DSS particulars, their tax registration number and the relevant Rights Blocking Certificate, which they will obtain from their account operator or from “HELEX” if their shares are held in a Special Account with the DSS. It is noted that the beneficiaries of pre-emption rights may duly authorize their securities account operator to take all necessary actions on their behalf for the purpose of exercising their pre-emption rights in their name with regard to their participation in the CBL issue.
To exercise their pre-subscription rights at “PIRAEUS BANK S.A.” branches, beneficiaries of pre-subscription rights should present their ID card, a print-out of DSS particulars and their tax registration number. The existing bondholders who agree to pre-subscribe for the Tranche B of the CBL issue, will have to first contact and instruct their original account operator to transfer all the convertible dematerialised bonds they hold from the Issuer's issue dated 19.03.2010, to the account operator 555 “PIRAEUS BANK S.A.”, according to the waiving - receiving procedure, for transfer through swap with new shares, and they will receive a copy of the Waiver Confirmation form which must be submitted to “PIRAEUS BANK S.A.” when the pre-subscription right is being exercised, in addition to the information cited above. It is further noted that the beneficiaries of pre-subscription rights may duly authorize “PIRAEUS BANK S.A.” to undertake management of the existing bonds in order to complete the transfer / swap process. It is further noted that the beneficiaries of pre-subscription rights may duly authorize their securities account operator to take all necessary actions on their behalf for the purpose of exercising their pre-subscription rights in their name with regard to their participation in the CBL issue. Holders of pre-subscription rights shall be registered for a whole number of Bonds, and any fraction arising from the swap of the existing bonds shall be omitted.
In all other aspects, the participation in any tranche of the convertible bond loan of the Company is ruled by the terms of the Prospectus of the Company or any Supplementary Prospectus, as in force.
The Company will release a new announcement to inform investors regarding the subscription percentage of each tranche of the CBL issue from the exercise of pre-emption and pre-subscription rights and the allocation of any remaining undistributed bonds.
The bonds will be allocated to the beneficiaries by updating their Securities Account with the DSS, on a date to be notified in a new announcement of the Company.
The Prospectus regarding the CBL Issue with pre-emption rights to Existing Shareholders, as approved by the Board of Directors of the Hellenic Capital Market Commission (at a meeting of 30/4/2013), will be available in electronic form on the websites of the Company (www.marfininvestmentgroup.gr), ATHEX (www.athex.gr) and Hellenic Capital Market Commission (www.hcmc.gr) as of 9/5/2013 and in hard copy at the Company's premises and the branches of “PIRAEUS BANK S.A.” as of 14/5/2013.
For more clarifications or information, Shareholders / Investors may contact Mr. J. Sgagias at tel. 210 7710383 during business days and hours.