Eurobank Ergasias S.A. (hereinafter the “Bank” or “Absorbing Company” or “Eurobank”) announces that on 23.05.2019 the trading of its 1,523,163,087 new common voting shares will be initiated at Athens Exchange (hereinafter “ATHEX”), of nominal value €0.23 each, which were issued due to the increase of the share capital for the merger by absorption of the company Grivalia Properties REIC (hereinafter the “Grivalia” or “Absorbed Company”) by the Bank (hereinafter the “Merger”).
In particular, the Extraordinary General Meeting of the shareholders of the Absorbing Company held on 05.04.2019, resolved, among others:
(a) The approval of the merger between the Bank and Grivalia, by absorption of the latter by the former.
(b) The approval of the Draft Merger Agreement, as it was approved by the Board of Directors of the two above merging companies.
(c) The increase of the Bank’s share capital:
- by the amount of €164,848,663.17, which corresponds to the share capital of Grivalia; and
- by the amount of €32,458,933.29, derived from taxed profits for rounding reasons of the nominal value of the new common share of the Bank, which is amended from €0.30 to €0.23.
Following the above increases, Eurobank's total share capital amounts to €853,107,225.96 divided into 3,709,161,852 common voting shares of nominal value of €0.23 each.
The exchange ratio for the shareholders of the merging companies Eurobank and Grivalia is as follows:
- The shareholders of the Absorbed Company will exchange every one (1) share they possess of nominal value €1.71, with 15.80000000414930 new, dematerialized, common voting shares of the Absorbing Company of nominal value €0.23.
- The shareholders of the Absorbing Company will retain the common shares they possessed before the Merger, with a new nominal value of €0.23 each.
The Merger was approved on 17.05.2019 with the decision of the Ministry of Finance and Development No 1547823-1/17.05.2019, and was registered, on the same day, in the General Commercial Registry, with Registration Number 1743324. In accordance with the above mentioned decision of the Ministry of Finance and Development, the amendment of the article 5 of the Bank’s Articles of Association was also approved, regarding the aforementioned amendment of the Bank’s share capital and the nominal value of its shares.
The Corporate Actions Committee of the ATHEX at its meeting held on 16.05.2019 approved the admission to trading to the ATHEX of the 1,523,163,087 new common voting shares of nominal value €0.23, which were issued due to the Merger.
Beneficiaries of the new shares issued due to the Merger, are the shareholders who will be registered in the Dematerialized Securities System (the “DSS”) on 21.05.2019 (record date) as shareholders of the listing company Grivalia.
The new shares that resulted from the Merger will be credited, in accordance with the approved exchange ratio, in the shareholders’ accounts and securities accounts in the DSS on 23.05.2019, i.e. the date of initiation of the trading.
The opening price of the Bank’s shares in the ATHEX, since 20.05.2019, will be determined in accordance with the ATHEX Rulebook and in conjunction with the decision number 26 of the Board of Directors of ATHEX, as in force.
The document of article 4 of L. 3401/2005, as in force, regarding the Merger (hereinafter the «Document»), for the content of which the Board of Directors of the Hellenic Capital Markets Commission has been informed on 17.05.2019, is available to the investors since 17.05.2019 in electronic format, on the websites of:
- the Bank: https://www.eurobank.gr/-/media/eurobank/omilos/enimerosi-ependuton/enimerosi-metoxon-eurobank/enimerotika-deltia/enimerotika-deltia-tis-trapezas-eurobank-ergasias/eggrafo-auksisis-metoxikou-kefalaiou-apo-sugxoneusi-grivalia;
- Grivalia: http://grivalia.com/ependites/enimerotika-deltia/;
- the ATHEX: http://www.helex.gr/el/web/guest/company-prospectus; and
- the Hellenic Capital Market Commission: http://www.hcmc.gr/el_GR/web/portal/elib/deltia.
In addition, printed copies of such Document will also be available to investors free of charge, upon their request, at the Bank’s offices at 10 Filellinon Str. & 13 Xenofontos Str., 1st floor. P.C. 105 57, Athens.
For further information, Shareholders may contact Bank’s Investor Information Services Division at 8, Iolkou Str. & Filikis Etaireias, P.C. 142 34 N. Ionia (tel. +30 210-3522400), during working days and hours.