CUT-OFF DATE & TRADING PERIOD OF THE PRE-EMPTION RIGHT
IT IS PROHIBITED TO PUBLISH, ISSUE OR DISTRIBUTE THIS PROSPECTUS, 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
HOLDING & REAL ESTATE DEVELOPMENT CO. S.A
ANNOUNCEMENT ON THE SHARE CAPITAL INCREASE THROUGH PAYMENT IN CASH WITH PRE-EMPTION RIGHT IN FAVOR OF EXISTING SHAREHOLDERS: CUT-OFF DATE & TRADING PERIOD OF THE PRE-EMPTION RIGHT
SHARE CAPITAL INCREASE THROUGH PAYMENT IN CASH AND PRE-EMPTION RIGHT IN FAVOR OF EXISTING SHAREHOLDERS
CUT-OFF OF PRE-EMPTION RIGHT: 23.06.2014
TIME PERIOD FOR THE EXERCISE OF THE PRE-EMPTION RIGHTS: 27.06.2014-11.07.2014
TIME PERIOD FOR TRADING OF PRE-EMPTION RIGHTS: 27.06.2014-07.07.2014
LEAD UNDERWRITERS & ADVISORS: EUROBANK ERGASIAS S.A. and NBG SECURITIES S.A.
UNDERWRITERS: ALPHA BANK S.A. AND AXIA VENTURES GROUP LTD
The company LAMDA DEVELOPMENT HOLDING & REAL ESTATE DEVELOPMENT CO. S.A (hereinafter the Company) announces to the shareholders the following:
The Extraordinary General Meeting of Shareholders dated 29.04.2014 resolved, inter alia, on the Companys share capital increase 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 of 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 Companys Articles of Association (hereinafter the SCI). Further to this, upon authorization by the above Extraordinary General Meeting of shareholders, the Companys 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 amount to Euro 10,588,235.10 and will be raised through the issuance of 35,294,117 new common registered shares, with voting rights, of nominal value of Euro 0.30 each. The difference between the above nominal amount of the SCI and the total proceeds from the SCI, amounting to Euro 139,411,762.15, shall be credited to the account «Difference from the issuance of shares above par». Respectively, the holders of a pre-emption right in the SCI shall be entitled to acquire New Shares at a ratio of 0.794691552779231 New Shares per every 1 existing share.
Following the above SCI, the Companys share capital will amount to Euro 23,911,939.20 and will be divided into 79,706,464 common, registered shares of nominal value Euro 0.30 each. The total proceeds of the SCI will amount to Euro 149,999,997.25.
The SCI was approved by virtue of no. K2-2030/06.05.2014 decision of the Minister of Development and Competitiveness and was registered with GE.M.I. (General Commercial Registry) on 06.05.2014.
Monday, 23.06.2014, has been set as the cut-off date (hereinafter the Cut-off Date). From the Cut-Off Date onwards, the Companys shares will trade in HELEX without the right to participate in the SCI and the starting price of the Companys common registered voting shares in HELEX will be determined in accordance with the ATHEX Rulebook, combined with decision no. 26 of HELEXs Board of Directors dated 26.03.2014, as in force.
Beneficiaries of pre-emption rights will be the Companys shareholders, who will be registered with the Dematerialised Securities System (hereinafter the DSS) on Wednesday 25.06.2014, as well as those who will acquire pre-emption rights during the trading period of such rights in HELEX.
Pursuant to the decision of the General Meeting of shareholders dated 29.04.2014, the Subscription Price of the New Shares may be higher than the market price at the time of the cut-off date in accordance with the provisions of the ATHEX Rulebook.
The time period for the exercise of the pre-emption rights and the acquisition of the New Shares has been set from Friday 27.06.2014 to and including Friday 11.07.2014.
The trading of rights in HELEXs electronic trading system will commence on the same date with the commencement of the period for their exercise.
It should be noted that trading of the rights is not possible within the last four (4) business days prior to the expiration of the period for their exercise.
The trading period of the rights in HELEXs electronic trading system shall end upon termination of the meeting on Monday 07.07.2014.
The pre-emption rights to acquire New Shares are transferable and will be traded in HELEX.
The pre-emption rights will be credited to the Securities Accounts of each beneficiarys Investor Share in the DSS on the commencement date of their trading.
The pre-emption rights that will have not been exercised until the end of the period for their exercise (i.e. up to and including Friday 11.07.2014) shall no longer be valid.
The holders of pre-emption rights shall exercise their rights during business days and hours throughout the period for the exercise of pre-emption rights, either in person at the branches of NATIONAL BANK OF GREECE S.A. and EUROBANK ERGASIAS S.A. or through the operator authorized to manage their Securities Account.
The shareholders who wish to exercise their pre-emption rights through their authorised operator shall request the operator to do so.
As regards the exercise of pre-emption rights through the branches of NATIONAL BANK OF GREECE S.A. and EUROBANK ERGASIAS S.A., the shareholders must present their identity card, their tax identification number and the rights certificate (hereinafter the Certificate) issued by the Central Securities Depository S.A. (hereinafter the CSD), and pay the consideration for the New Shares, for which they are entitled to subscribe, in cash to a special bank account to be opened for the purpose of the SCI.
As regards the delivery of CSDs Certificate, the shareholders may address to: (a) the operator of their securities account (investment firm or trustee), if their shares are not in a special account in the DSS, and (b) CSD if their shares are in a special account in the DSS. It should be noted that the shareholders, while exercising their rights, must also state the following: a) their Investor Share code in the DSS, b) their Securities Account Number in the DSS, and c) the Operator authorized to manage their Securities Account in the DSS.
Persons who exercise their pre-emption rights are not burdened with costs and taxes as to the registration of the New Shares in their Investors Share and Securities Account.
The shareholders, upon the registration and exercise of their rights, should pay the total consideration for the New Shares (Euro 4.25 per share) for which there are subscribed, into a special account, already opened by the Company at NATIONAL BANK OF GREECE S.A. and EUROBANK ERGASIAS S.A. for such purpose, without the Companys interference. Shareholders who subscribe shall be supplied with a relevant receipt which is not a security or a temporary certificate of shares and is not tradable on HELEX.
In addition, with regard to the disposal of New Shares, the Companys Board of Directors decided at its meeting dated 18.06.2014 the following:
(a) In the event that, following the timely exercise or forfeiture of the pre-emption rights, unsubscribed new shares continue to exist, only the holders of existing shares of the Company and the persons who acquired pre-emption rights during the trading period of such rights in HELEX, as per the above, will have an oversubscription right (hereinafter the Oversubscription Right) to acquire a number of shares not exceeding the 100% of the number of New Shares arising from the exercise of pre-emption rights that they held as at the cut-off date or that they have purchased during the trading of the pre-emption rights in HELEX, from the said unsubscribed shares at Subscription Price, provided that the said persons have fully exercised their pre-emption rights. The Oversubscription Right shall be exercised at the same time with the exercise of the pre-emption rights by submitting a written statement at the branches of NATIONAL BANK OF GREECE S.A. and EUROBANK ERGASIAS S.A. and through the simultaneous payment in cash of the total amount of funds corresponding to the unsubscribed new shares for which the Oversubscription Right is exercised. The beneficiaries, who wish to exercise their Oversubscription Rights through their authorized operator, will request their operator to do so.
In the event that the number of unsubscribed new shares is not sufficient for the complete satisfaction of demand by the abovementioned investors who will have exercised the Oversubscription Right, they shall be satisfied pro rata based on the number of unsubscribed shares they will have requested in relation with the total number of unsubscribed new shares for which the Oversubscription Right will have been exercised and until exhaustion of demand. The amounts paid that will not be used towards acquisition of unsubscribed shares will be returned interest-free to those who exercised the above Oversubscription Right.
(b) If following the timely exercise or forfeiture of Pre-emption Rights and Oversubscription Rights, there are still unsubscribed shares, such shares shall be made available through Private Placement.
The Company has commissioned the Lead Underwriters, EUROBANK ERGASIAS S.A. and NBG SECURITIES S.A. and the Underwriters Alpha Bank S.A. and Axia Ventures Group Ltd, to dispose, through Private Placement, any eventual unsubscribed New Shares, following the exercise of pre-emption rights and Oversubscriptions Rights.
The conditions for the participation in the Private Placement are the following: with regard to qualified investors, as defined in paragraph 1 (f), article 2 of Law 3401/2005, there is no minimum participation limit, pursuant to paragraph 2, article 3 of the aforesaid law, whereas as regards the other non qualified investors the limit shall be at least Euro 100,000 in accordance with paragraph 2 (c), article 3 of Law 3401/2005. The abovementioned investors wishing to participate in the Private Placement shall express their irrevocable interest in writing by submitting to the Lead Underwriters, as well as to the Underwriters, a relevant signed letter addressed to the Companys Board of Directors. In the letter addressed to the Companys Board of Directors, investors shall indicate in letters the amount of unsubscribed shares and the amount they wish to invest, their name, tax registration number, cell phone number, e-mail, as well as provide a printout of their DSS data (including the number of their Investor Share, the number of their DSS Securities Account, and the operator of their Securities Account, to which they wish their shares to be registered). In accordance with Article 13(8)(f) of Codified Law 2190/1920 and the resolutions of the Companys Extraordinary General Meeting of shareholders dated 29.04.2014, it is at the Companys Board of Directors absolute discretion, whether and to what extent each investors demand, as expressed in the Private Placement, will be satisfied. There is no obligation to allocate unsubscribed shares pro rata to demand.
The Private Placement shall be activated on the first business day following the end of the period for exercising the pre-emption rights and shall remain open until the end of the same business day, i.e. until 17.00.
Immediately after the meeting of the Companys Board of Directors, the Lead Underwriters, as well as the Underwriters, shall inform the investors who participated in the Private Placement, that they should deposit within the next business day the amount corresponding to the shares to be allocated to them in the special account of the SCI. Upon completion of the above, the Companys Board of Directors shall meet to determine the final number of any unsubscribed shares.
(c) If, besides the above, there still are unsubscribed shares, the Companys Board of Directors shall allocate them at its discretion; otherwise the Companys share capital shall be increased by the amount of the actual subscription, in accordance with Article 13a of Codified Law 2190/1920.
Fractions of shares shall not be issued.
The New Shares arising from the SCI shall have a dematerialized form and will be entitled to a dividend on profits from the current financial year (01.01.2014-31.12.2014) and onwards, in accordance with applicable legislation and the Companys Articles of Association, provided that the Ordinary General Meeting of the Company resolves on the distribution of dividend for this financial year and provided that the New Shares have been credited to the entitled persons accounts in the DSS, at the cut-off date of the right to receive dividend.
The Prospectus relating to the SCI, as approved by the Hellenic Capital Market Commissions Board of Directors on Tuesday 19.06.2014, is available to investors on 20.06.2014, in line with Article 14, paragraph 2, (c), (d), (e) of Law 3401/2005, as in force, electronically in the websites of Hellenic Exchanges S.A. (www.helex.gr), the Hellenic Capital Market Commission (www.hcmc.gr), the Company (www.lamda-development.net) and the Advisors and Lead Underwriters EUROBANK ERGASIAS S.A. (www.eurobank.gr) and NBG SECURITIES S.A. (www.nbgsecurities.com). In addition, from 20.06.2014 and during the period of the SCI, the Prospectus will be available to the investors, upon request, for free in printed form at the Companys offices in 37A Kifisias Avenue, 151 23 Marousi and at the offices of the Advisors and Lead Underwriters (EUROBANK ERGASIAS S.A., 10 Filleninon street, 105 57 Athens, NBG SECURITIES, 91 Michalakopoulou street, 11528 Athens).
The date of commencement of the trading of the New Shares in HELEX, following the completion of the Increase, shall be decided by the Company and will be communicated by virtue of a new announcement to the Daily Official List and the HELEX website.
For further information, the shareholders may address to the Companys Shareholders Service Department (tel.: 2107450600).
Marousi, 20 June 2014