Marfin Popular Bank Pcl (MPB) announced the final terms of acceptance of its offers to acquire Marfin Financial Group, Egnatia Bank and the minority shares of Laiki Hellas that it does not own.
On 19 September 2006, the Offeror submitted two (2) Voluntary Tender Offers (the “Tender Offers”) for the acquisition of a) up to and including 100% of the shares of “Marfin Financial Group Holdings S.A.” and b) up to and including 100% of the common and preferred shares as well as the convertible bonds of “Egnatia Bank S.A.”;
On 27 October 2006, the Hellenic Capital Market Commission approved of the content of the Tender Offers’ Offer Documents. The Acceptance Period for the Tender Offers commenced on Wednesday, 1 November 2006 and ended on Thursday, 21 December 2006;
During the Tender Offers out of a total of 3.374 shareholders of “Marfin Financial Group Holdings S.A.”, 52.734.624 shares in total, i.e. shares representing 95,30% of the total share capital of “Marfin Financial Group Holdings S.A.”, were validly tendered.
Out of a total of 5.824 holders of common shares, 1.364 holders of preferred shares, 86 beneficiaries of bonds convertible into common shares and 20 beneficiaries of bonds convertible into preferred shares of “Egnatia Bank S.A.”, 80.635.081 common shares, 9.386.620 preferred shares, 192.300 bonds convertible into common shares and 13.310 bonds convertible into preferred shares in total, i.e. shares representing 86,44% of the total voting rights in “Egnatia Bank S.A.” and 86,25% of the total share capital of “Egnatia Bank S.A.”, were validly tendered;
Therefore, according to the data available as at 27 December 2006, the Offeror will hold, 52.734.624 shares of “Marfin Financial Group Holdings S.A.”, which represent 95,30% of the total share capital of “Marfin Financial Group Holdings S.A.“ and 80.635.081 common shares and 9.386.620 preferred shares of “Egnatia Bank S.A.” representing 86,44% of the total voting rights and 86,25% of the total share capital of “Egnatia Bank S.A.”;
The Offeror did not purchase any shares of “Marfin Financial Group Holdings S.A.”, nor any shares and convertible bonds of “Egnatia Bank S.A.”, on-exchange or over the counter, throughout the whole period from the publication of the Tender Offers on 19 September 2006 up to the expiration of the Period of Acceptance on 21 December 2006;
Following the publication of the Tender Offers’ results, the approval of the listing of the new shares on the Cyprus Stock Exchange and their dual listing on the Athens Exchange will take place. Within two (2) working days from the approval of the listing of the existing shares and the new shares on the Athens Exchange, “National Bank of Greece S.A.” will submit to the Central Securities Depository the documents required in order to materialize, over the counter, the transfer of the offered shares and convertible bonds of the Tender Offers, which will have been legally and validly tendered by the shareholders and bondholders, according to article 15 of Law 3632/1928.
Said transfer will be effected by the Central Securities Depository and will be recorded in the Dematerialised Securities System (D.S.S.) the third (3rd) working day following the date of submission of the aforementioned documents at the latest.
The procedure of transfer of the new shares, the beneficiaries of which have declared, together with the securities release, to their initial operators that they wish to have their shares recorded in the Clearing System of the Cyprus Stock Exchange, will take place after the recording of the shares in the D.S.S. without any further actions by the beneficiaries and is expected to be concluded within two (2) working days as of the recording in the D.S.S. On the same third (3rd) working day, when the aforementioned recording in the D.S.S. will have been concluded, the D.S.S. investor share accounts of the shareholders and bondholders who have accepted the Tender Offers will be credited with the new shares. The recording in the D.S.S. and the credit of the new shares in the investor share accounts of the beneficiaries that have accepted the Tender Offers is expected to be concluded by 5 January 2007;
The shareholders of “Marfin Financial Group Holdings S.A.” who did not exchange their shares in the context of the Tender Offer have the right of sell-out according to article 28 of Law 3461/2006.
