Bank of Cyprus Public Co. Ltd. announced the terms under which it will dispose of any unexercised rights after the lapse of the conversion period, according to the terms of the Prospectus, the proceeds of which will be given to the true beneficiaries.
BOC will distribute pro rata by cheque to the holders of unexercised Rights the net proceeds of such sale after deduction of the Subscription Price and any costs and expenses incurred by the Bank in relation to the sale within forty-five days, provided that entitlements are at least CYP 5,00 per person.
The sale of the the Rights not exercised by their holders during the Subscription Period of the Rights issue, between December 13-19 will be in the form of a placement through a book-building procedure that will take place after 17.00 hrs Greece and Cyprus time on 19 December, 2005.
The Bank will place the Remaining Shares with interested investors through the Deutsche Bank AG in the UK, EFG Eurobank Securities S.A.
and P&K Capital A.E.P.E.Y. in Greece and through CISCO in Cyprus.
Offers by Investors to participate in the Book-building may include one of the following:
(i) the number of Remaining Shares they wish to acquire at the Strike Price (as defined below);
(ii) the total value of the Remaining Shares they wish to acquire at the Strike Price;
(iii) the number of Shares or the total value and the maximum price they wish to pay for each Remaining Share;
(iv) up to three alternative numbers of Shares and the respective maximum price they wish to pay in each case.
(b) Offers of a total value below EUR 100.000 will not be accepted.
(c) All offers will be quoted in Euros.
The Bank, acting on the advice of Deutsche Bank AG (the lead Placement Agent), shall evaluate the offers submitted by the Investors and allot Remaining Shares to the buyers, and agree the price at which the Buyers shall acquire the shares (the Strike Price) on or around 20 December 2005.
The following indicative criteria will be considered in the evaluation:
(a) the nature of the Investor;
(b) the price offered, and specifically, the influence of the offers made in the determination of a price as close as possible to the market price of the Bank’s shares on the Cyprus Stock Exchange and the Athens Exchange;
(c) the time of the submission of the offer; and
(d) the size of the offer relative to their funds under management.
The Bank shall have no obligation to accept the offers submitted, proportionally or otherwise, and it reserves the right to refuse any offer, or all offers, if, in its discretion, these offers are not satisfactory in terms of the price offered or for any other reason the Bank deems important in evaluating the aforementioned criteria.
Any Remaining Shares that may be placed will rank pari passu with existing shares.
