Announcement on publication of Prospectus Supplement

IT IS PROHIBITED TO PUBLISH, ISSUE OR DISTRIBUTE THIS PROSPECTUS SUPPLEMENT, IN PART OR AS A WHOLE, IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN AND/OR ANY OTHER STATE WHERE THE OFFER AND/OR INVITATION FOR THE ACQUISITION OF NEW SHARES OF THE COMPANY IS NOT IN ACCORDANCE WITH THE APPLICABLE LEGISLATION.

 

 



 

LAMDA DEVELOPMENT S.A.

 

ANNOUNCEMENT ON PUBLICATION OF PROSPECTUS SUPPLEMENT

 

The company “LAMDA DEVELOPMENT HOLDING & REAL ESTATE DEVELOPMENT CO. S.A” (hereinafter the “Company”), informs the investors and the shareholders, in accordance with Regulation (EC) no. 809/2004 of the EU Commission and Law 3401/2005, as currently in force, that it makes available to investors as of 15.07.2014 the approved by the Board of Directors of the Hellenic Capital Markets Commission on 14.07.2014 Supplement to the Prospectus of the Company dated 19.06.2014 (hereinafter the “Prospectus Supplement”), relating to the public offering of shares of the Company to be issued under the Company’s share capital increase by payment in cash and with pre-emption right in favor of existing shareholders and to be admitted to trading in the Main Market category of the Hellenic Exchanges-Athens Exchange Holding S.A. (hereinafter “HELEX”).

 

At the Extraordinary General Meeting of Shareholders dated 29.04.2014 (hereinafter the “Meeting”), the Company’s shareholders resolved, inter alia, on the share capital increase of the Company for the purpose of raising capital up to the amount of Euro 150,000,000 by payment in cash and the issuance of up to 500,000,000 new common registered shares, with voting rights, of nominal value Euro 0.30 each (hereinafter the “New Shares”) and with pre-emption right in favor of existing shareholders in accordance with the relevant provisions of codified law 2190/1920 and of the Company’s Articles of Association (hereinafter the “SCI”). Further to this, upon authorization by the Meeting, the Company’s Board of Directors at its meeting dated 18.06.2014 set the subscription price of the SCI at Euro 4.25 per New Share (hereinafter the “Subscription Price”). Based on the Subscription Price, the nominal amount of the SCI will be equal to €10,588,235.10 and will be raised through the issuance of 35,294,117 new common registered shares with voting rights with nominal value €0.30 each. The difference between the above nominal amount of the SCI and the total proceeds of the SCI amounting to Euro 139,411,762.15 will be credited to the account 
“Difference from the issuance of shares above par”. Accordingly, the holders of a pre-emption right in the SCI, in accordance with the resolutions of the Meeting, shall be entitled to acquire New Shares at a ratio of 0.794691552779231 New Shares for every 1 existing share.

 

Upon completion of the SCI, the Company’s share capital will amount to €23,911,939.20 and will be divided into 79,706,464 common, dematerialized, registered shares, with voting rights, of nominal value equal to Euro 0.30 each. The total proceeds of the SCI will amount to Euro 149,999,997.25.

 

The Prospectus Supplement includes all important information regarding the Company, that arose or was identified during the period from the approval of the Company’s Prospectus by the Board of Directors of the Hellenic Capital Markets Commission on 19.06.2014 to 14.07.2014, as provided for under Article 16 of Law 3401/2005 and Regulation (EC) 809/2004 of the EU Commission, as currently in force.

 

Pursuant to Article 16 of Law 3401/2005, as currently in force, the investors who have already agreed, prior to the publication of the Prospectus Supplement, to purchase transferable securities in the SCI or who have subscribed for the purchase of transferable securities in the SCI, are entitled to withdraw within two (2) business days at the latest from the publication of the Prospectus Supplement, i.e. until 17.07.2014 at the latest.

 

Where, following the timely exercise or forfeiture of the pre-emption rights and the Oversubscription Rights, there are still unsubscribed shares, the Company has assigned to the Lead Underwriters, EUROBANK ERGASIAS S.A. and NBG SECURITIES S.A. and to the Underwriters Alpha Bank and Axia Ventures Group Ltd (hereinafter the “Underwriters”) to dispose through private placement any unsubscribed new shares.

 

The conditions for participation in the private placement are as follows: as regards qualified investors, as defined in Article 2, paragraph 1(f) of Law 3401/2005, no minimum participation threshold applies, pursuant to article 3 paragraph 2 of the same law, whereas as regards other non qualified investors a minimum of Euro 100,000 is required under Article 3 paragraph 2 (c) of Law 3401/2005.

 

In light of the above, the updated expected timeframe for completing the SCI is as follows:



 

DATE

EVENT

14.07.2014

Approval of the Prospectus Supplement by the BoD of the Hellenic Capital Markets Commission

15.07.2014

Publication of the announcement in the press & Daily Official List with regard to the availability of the Prospectus Supplement to investors

15.07.2014

Publication of the Prospectus Supplement (posted on the website of the Company, the Lead Underwriters, and Advisors, the HCMC and HELEX)

16.07.2014

Commencement of the withdrawal period

17.07.2014

End of the withdrawal period

 

18.07.2014

Publication of the Announcement for the percentage of the SCI which was subscribed for as a result of the exercise of the rights and for any unsubscribed shares following the withdrawal period on the Daily Official List, the HELEX website and the Company’s website

18.07.2014

Disposal of any unsubscribed shares through Private Placement in the event of withdrawal of the investors due to the Prospectus Supplement

21.07.2014

Publication of the Announcement for the final percentage of the SCI which was subscribed for as a result of the exercise of the rights and for the existence of any unsubscribed shares on the Daily Official List, the HELEX website and the Company’s website

22.07.2014

Approval by HELEX of the admission to trading of the New Shares *

22.07.2014

Publication of announcement on the HELEX Daily Official List regarding the commencement date of the trading of New Shares

24.07.2014

Date of commencement of trading of the New Shares

* Conditional upon the meeting of the BoD / the HELEX Market Operation Committee on the above dates.



 

It should be noted that the above timetable depends on many unforeseeable factors and may be amended.

 

The allocation of any unsubscribed shares of the SCI and the commencement of trading of the Company’s New Shares will be duly announced to investors, as provided for under the relevant legislation.

 

 

The Prospectus Supplement relating to the SCI, as approved by the Board of Directors of the Hellenic Capital Market Commission on 14.07.2014, will be available to investors from 15.07.2014onwards, in accordance with Article 14 par. 2 (c ), (d), (e) of Law 3401/2005, as in force, in electronic form: a) on the websites of HELEX (www.helex.gr), of the Hellenic Capital Market Commission (www.hcmc.gr), of the Company (www.lamdadev.com), and also on the websites of Advisors and Lead Underwriters EUROBANK ERGASIAS S.A. (www.eurobank.gr), and NBG SECURITIES S.A. (www.nbgsecurities.com). Also, the Supplementary Prospectus will be available to investors from 15.07.2014 onwards, in printed form, free of charge, upon request at the Company’s offices at Kifisias Avenue 37A, 15123 Marousi and at the offices of the Advisors and Lead Underwriters (EUROBANK ERGASIAS S.A., Filellinon 10, 10557 Athens, and NBG SECURITIES S.A., Michalakopoulou 91, 11528 Athens).

 

For further information, the shareholders may, at business days and hours, address to the Company’s offices at Kifisias Avenue 37A, 15123 Marousi (to Messrs. Alexandros Kokkidis, Treasurer, Investor Relations and Risk Management Director and Vasileios Mpaloumis, Financial Director, Tel. 210 74 50 600).

 

United States

This announcement is not an offer of securities for sale in the United States. The securities to which this announcement relates have not been registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an exemption from registration under the Securities Act. There will be no public offering of the securities in the United States.

 

European Economic Area

No public offer or invitation to acquire securities of the Company is being made by or in connection with this announcement.

 

United Kingdom

This document is being distributed to and is exclusively directed at (i) persons who are outside the United Kingdom or (ii) persons having professional experience in investments and falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons in (i), (ii) and (iii) above together being referred to as “relevant persons”). Any invitation, offer or agreement to subscribe, purchase or otherwise acquire securities will concern only the relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

 

Greece

This announcement does not constitute a prospectus or an advertisement for an offer of securities in Greece and is not an offer, or an invitation to make offers or to purchase or invest in any securities in Greece.

 

Forward-Looking Statements

This announcement contains certain forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. The Company disclaims any obligation to update any forward-looking statements contained in this announcement, except where required pursuant to applicable law.

 

Maroussi, 15 July 2014