Publication date of Q1 2013 financial results - Addendum to Prospectus – Extension to the pre-emption and pre-subscription rights exercise period
“MARFIN INVESTMENT GROUP HOLDINGS S.A.” (the “Company”) hereby informs investors that the financial statements for the First Quarter of 2013 will be published at the website of Athens Stock Exchange (www.athex.gr) and at the Company's website (www.marfininvestmentgroup.com) on Friday 31 March 2013, upon the close of the trading session of the Athens Stock Exchange, according to current legislation.
Further to the above and in view of the obligation to publish an Addendum of the Prospectus in respect of the issue of the Convertible Bond Loan (CBL) of the Company, pursuant to the decisions of the General Meeting of Shareholders on 15 June 2011 and 24 October 2011 and the decisions of the Board of Directors on 1 November 2011, 5 February 2013 and 21 March 2013, the Board of Directors has decided, for transparency purposes, to extend the exercise period for the pre-emption rights and pre-subscription rights to participate in the Company's CBL issue. In particular, the expiration date for the pre-emption rights and pre-subscription rights exercise period has been set on 27 June 2013 (instead of 30 May 2013), while the expiration date for the pre-emption rights trading period has been set on 20 June 2013 (instead of 24 May 2013).
NEW PERIOD FOR EXERCISING PRE-EMPTION RIGHTS AND PRE-SUBSCRIPTION RIGHTS: from 16/5/2013 until 27/6/2013 (inclusive)
NEW PRE-EMPTION RIGHTS TRADING PERIOD: from 16/5/2013 until 20/6/2013 (inclusive)
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.
Entitled to the pre-emption rights are the Shareholders who are registered in the Shareholders Register of “HELLENIC EXCHANGES SA” (“HELEX”) on 14/5/2013 and those investors who acquire pre-emption rights during the pre-emption rights trading period. Entitled to pre-subscription rights are the bondholders, owners of the Company's existing CBL, who are registered in the Shareholders Register on 10/5/2013.
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 Addendum, as in force.
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 on 30/4/2013), has been 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) since 9/5/2013 and in hard copy at the Company's premises and the branches of “PIRAEUS BANK S.A.” since 14/5/2013.
The Company will release a new announcement to inform investors regarding the publication and distribution of the Addendum of the Prospectus approved on 30/4/2013 and providing the right of withdrawal to investors who will have subscribed for the CBL issue.
For more clarifications or information, Shareholders / Investors may contact Mr. J. Sgagias at tel. 210 7710383 during business days and hours.