The Board of Directors of the Hellenic Capital Market Commission approved today (23.08.07) The Greek Offering Memorandum of EFG Eurobank Ergasias S.A.(the “Bank”) with regard to the Bank´s share capital increase in cash and in favor of existing shareholders, as approved by the Repeat Extraordinary General Shareholders Meeting on August 2, 2007.
The overall proceeds from the share capital increase are expected to amount to approximately € 1.2 billion. The expected timetable for the share capital increase is as follows:
EX-RIGHTS DATE: 27.8.2007Consequently, Friday, August 24, 2007 will be the last day of trading of the ordinary shares cum rights. On Monday the 27th of August, the ordinary shares will be trading without rights and the price per share will be readjusted accordingly.SUBSCRIPTION PERIOD FOR PRE-EMPTION RIGHTS: 31.8.2007 – 14.9.2007TRADING PERIOD FOR PRE-EMPTION RIGHTS: 31.8.2007 – 10.9.2007
Commencement of trading of the New Shares is expected on 24.09.2007
Specifically, the above mentioned Shareholders Meeting resolved the increase of the share capital of the
Bank by € 168,972,364 in cash and the issue of 61,444,496 new shares, of nominal value €2.75 each offered at € 20 (“Subscription Price”), in favour of existing shareholders, in a ratio of 2 new shares for every 15 held. It was also resolved that, in the event that following exercise of the Pre-Emption Rights, there are any remaining new shares, the following persons will have the right to subscribe for any remaining new shares with the following order of precedence: i) if feasible within the timeframe according to the specific terms and conditions referred to in the approved Greek Offering Memorandum, to employees (including board members) of the Bank and its subsidiaries both in Greece and outside of Greece (the “Employees”) who will be entitled to subscribe for up to 200 remaining new shares eachat the Subscription Price for up to total of 1,500,000 remaining new shares for all the Employees, subject to local law requirements, and ii) the persons who exercised Pre-emption Rights, are entitled to oversubscribe for one remaining new share for every two New Shares for which they have exercised Pre-emption Rights at the Subscription Price.
In the event that there are still remaining new shares after satisfaction of the above, the Board of Directors may freely dispose of the remaining new shares at its discretion at a price at least equal to the Subscription Price.
In this framework, the Board of Directors may place such shares to qualified investors in Greece and outside of Greece, according to the local legal requirements. It is expected that the placement to qualified investors outside of Greece will be arranged for the Bank by the international firms Deutsche Bank AG (London), Citigroup Global Markets Limited and Lehman Brothers International (Europe). The price at which any remaining new shares will be placed to qualified investors will be determined by the placement procedure and, in any case, it cannot be less than the Subscription Price.
The Greek Offering Memorandum will be published on Friday, August 24, 2007 in electronic form on the websites of the Bank (www.eurobank.gr), the Athens Exchange (www.ase.gr), as well as on the website of the Capital Market Commission (www.cmc.gov.gr). From Tuesday, August 28, 2007, the Greek Offering Memorandum, may be provided to the investors in printed form upon request and free of charge, at the Bank’s branch network.
The materials mentioned above constitute an advertisement for the share capital increase through an offer to the public in favor of the existing shareholders of EFG Eurobank Ergasias S.A. in Greece and are consistent with the information included in the approved Greek Offering Memorandum only as far as it concerns satisfaction of the information that need to be disclosed to the investment public, pursuant to Regulation (EC) 809/2004, as in force, and are not inaccurate or misleading. This material is not an offer for sale or an invitation to purchase securities in any jurisdiction, where such an offer or invitation is not permitted by law, that is, it is not addressed, directly or indirectly, to or in the United States, Australia, Canada or Japan and does not constitute an extension of the public offer in the United States, Canada, Australia or Japan or in any other jurisdiction where such an offer or invitation is not permitted by law. The securities to which this material relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States without registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States.