Bank of Cyprus in EUR 573.4 mln convertible bond issue

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Bank of Cyprus Public Company Ltd announced that the Cyprus Securities and Exchange Commission has approved on 25th June 2008 the Securities Note and the Summary Note for the issue and listing on the Cyprus Stock Exchange and Athens Exchange of up to 573.409.701 Convertible Bonds of nominal value EUR1,00 each.
The Cyprus Investment and Securities Corporation Ltd (CISCO) (www.cisco-online.com.cy) are the lead managers of the issue.
Bank of Cyprus has made an application to list the Convertible Bonds on the Cyprus Stock Exchange and on the Athens Exchange and upon receipt of the relevant approval from the two Exchanges, the date of listing of the Convertible Bonds on the two Exchanges will be announced.

TIMEPLAN OF CONVERTIBLE BOND ISSUE
Convertible bonds will be offered to all registered shareholders in the ratio of EUR1 Convertible Bond for every share held as at 7th July 2008, with a minimum of EUR105. Bank’s shares purchased through the CSE and the Athens Exchange (ATHEX) up until and including Wednesday 2 July 2008 will be eligible to participate in the Convertible Bond issue (Cum priority Date).

As from Thursday 3 July 2008 (Ex- Priority Date) the Bank’s shares will be traded on the CSE and the ATHEX excluding the right to participate in the Convertible Bond issue.
This issue will not be offered to any shareholders in any country in which according to the laws of such country, such an offer is illegal or constitutes breach of any applicable law, rule or regulation (e.g. United States, Canada, Australia, South Africa, Japan).
The Subscription Period for Eligible Shareholders on the basis of Priority Rights (as will be allotted) is set at 15 July – 28 July 2008.

Interested Investors (shareholders or not) may subscribe for any possible unsubscribed Convertible Bonds which will not be taken up by their Eligible Shareholders (the Rump Convertible Bonds) between 15 July – 29 July 2008.

Convertible Bonds will bear a fixed interest rate of 6,5% for the first two interest periods (that is until 30 June 2009) and floating interest rate thereafter, which will be set at the beginning of each six-monthly period and will apply to the specific interest period.
For the period commencing 30 June 2009 until 30 June 2013 the floating interest rate will be equal to the 6-month Euribor in force at the beginning of each interest period plus 1,00%.
In the event that the Convertible Bonds are not redeemed, then for the period 1 July 2013 to 30 September 2018 the floating interest rate will be equal to the 6-month Euribor in force at the beginning of each interest period plus 2,00%.

Interest will be paid semi-annually at the end of each Interest Period. The interest payment dates are set as 30 June and 31 December of each year.
The capital that will be raised from the issue will be used to strengthen the Group’s capital adequacy which, together with the projected increased undistributed profits as per the three year plan of the Group, can be invested for the increased growth of the Group’s operations, organically as well as via acquisitions.

The conversion price is EUR10,50 and the period is from 15 – 31 March for the years 2011 – 2013 and 15 – 30 September for the years 2010 – 2012. First Conversion Period 15 – 30 September 2010. Last Conversion Period 15 – 31 March 2013.