APPROVAL OF THE INFORMATION CIRCULAR AND COMMENCEMENT OF THE ACCEPTANCE PERIOD FOR THE VOLUNTARY PUBLIC OFFER OF LYKOS AG
ANNOUNCEMENT
APPROVAL OF THE iNFORMATION CIRCULAR AND COMMENCEMENT OF THE ACCEPTANCE PERIOD FOR THE VOLUNTARY TAKEOVER PUBLIC OFFER ΒΥ LYKOS AG
FOR THE ACQUISITION OF ORDINARY REGISTERED SHARES OF
INFORM P. LYKOS S.A. THROUGH THE EXCHANGE OF A NEW ORDINARY REGISTERED SHARE ISSUED BY LYKOS AG FOR AN ORDINARY REGISTERED SHARE OF INFORM P. LYKOS S.A. OR FOR A CONSIDERATION IN CASH OF 1.50 EURO PER SHARE, at the choice of the shareholders
February 3rd, 2014
INTRODUCTION
1. On 31 January 2014 the Board of Directors of the Hellenic Capital Market Commission (the “HCAA”) approved the Information Circular (the “Information Circular”) of LYKOS AG, a société anonyme incorporated under the laws of Austria (the “Offeror”), regarding the voluntary takeover public offer (the “Public Offer”) that the Offeror submitted on 10 December 2013 (the “Date of the Public Offer”) for the acquisition of all outstanding ordinary registered shares of the société anonyme “INFORM P. LYKOS S.Α.”, (the “Company”) of nominal value 0.62 Euros each (the “Shares”) which the Offeror and/or the Person Acting in Concert (as defined below) did not hold, directly or indirectly, on the Date of the Public Offer. The Shares are listed and traded on the “General Trading Category” (Main Market) of the regulated market managed by the company “Hellenic Exchanges Group - Athens Exchange (ATHEX) (the “Stock Market”).
2. The Company's share capital is 12,758,591.88 Euros and it is divided into 20,578,374 Shares. As of the Date of the Public Offer the Offeror held no Shares directly. However, the Offeror held indirectly 11,069,300 Shares owned by Mr. Nikolaos Lykos and corresponding to approximately 53.79% of the total share capital and of the voting rights of the Company, due to the fact that Mr. Nikolaos Lykos is the founder and sole shareholder of the Offeror and, consequently, a person who acts in concert with the Offeror pursuant to article 2, item (e) of the Law (the “Person Acting in Concert”). Therefore, as of the Date of the Public Offer, the Public Offer relates to the acquisition of 9,509,074 Shares corresponding to approximately 46.21% of the total share capital and of the voting rights of the Company (the “Public Offer Shares”).
It is noted that Mr. Nikolaos Lykos has declared to the Offeror that he will offer his Shares to the Offeror against the Consideration Shares (as defined below), in accordance with the terms and conditions of the Public Offer.
3. Furthermore, from the Date of the Public Offer until 28/1/2014 the Offeror has acquired 1,608,514 Shares through the Stock Market, at a per Share price that did not exceed the Consideration in Cash (as defined bellow). Therefore, on 28/1/2014 the Offeror held directly 1,608,514 Shares in total corresponding to approximately 7.817% of the total share capital and of the voting rights of the Company, whilst he directly and indirectly held approximately 61.607% of the voting rights of the Company, including the Shares and the corresponding voting rights held by the Person Acting in Concert.
4. The Offeror offers for each and every Public Offer Share that is lawfully and validly tendered during the Acceptance Period (the “Tendered Shares”) either one newly issued ordinary registered share of the Offeror of a nominal value of €1.00 each (the “Consideration Shares”), or €1,50 in cash (the “Consideration in Cash”), at the option of each Company shareholder that lawfully and validly accepts the Public Offer (the “Accepting Shareholders”). Furthermore, each Accepting Shareholder shall have the right to choose a combined version of the above. In accordance with the relevant ATHEX data, the Consideration in Cash is higher by:
- 0.18 Euro or approximately 13.6% than the closing price of the Share on the day preceding the Date of the Public Offer, which was 1.32 Euro, and
- 0.25 Euro or approximately 20% than the volume-weighted average market price of the Share over the period of six months ended on the day preceding the Date of the Public Offer, which was 1.25 Euro,
while neither the Offeror nor the Person Acting in Concert has acquired Shares over the period of twelve months ended on the day preceding the Date of the Public Offer. Therefore, the Consideration in Cash fulfills the criteria of “fair and reasonable” consideration according to article 9, paragraph 4 of the Law.
Furthermore, the Offeror will assume the payment of the 0.08% duties levied by the Hellenic Exchanges S.A. Athens Central Depository (the “HELEX”), (which are levied on the value of the Tendered Shares and are calculated as follows: the product of the number of the Tendered Shares multiplied by the higher of the following rates (i) the Consideration in Cash and (ii) the closing price of the Share on the day preceding the day that the documents provided for in article 46 of the Dematerialized Securities System Regulation were filed, with a minimum charge equal to the lower between 20 euro and 20% of the value of Tendered Shares per Accepting Shareholder) in relation to the registration of the off-exchange transfer of the Tendered Shares to the Offeror, which would otherwise burden the Accepting Shareholders pursuant to article 7 of the Codified Decision 153/18.12.2006 of the Board of Directors of HELEX, as in force. Subsequently, the Accepting Shareholders shall receive the total amount of the Consideration in Cash for every validly offered and transferred Public Offer Share without being charged with the above duties.
5. The Offeror shall acquire in its own name Shares via the Stock Market or otherwise from the Date of the Public Offer at least until the end of the Acceptance Period in a per Share price that shall not exceed the Consideration in Cash. These acquisitions shall be reported to the Hellenic Capital Market Commission and shall be published in the Daily Bulletin of the ATHEX within three (3) working days pursuant to article 24 paragraph 2 of the Law in conjunction with Greek Law 3556/2007.
ACCEPTANCE PERIOD – PROCEDURE
6. The period, during which the Accepting Shareholders may state the acceptance of the Public Offer by filing a relevant written statement of acceptance (the “Acceptance Statement”) with any branch of the National Bank of Greece S.A. (“NBG SA”), commences on 02.05.2014 at 08:000 p.m. (Greek Time) and ends on 03.07.2014, by the end of the working hours for banks operating in Greece.
The Company shareholders who wish to accept the Public Offer for the Consideration in Shares should fill in and sign the Acceptance Statement in duplicate.
The Company shareholders who wish to accept the Public Offer for the Consideration in Cash may alternatively authorize in their own initiative the operator of their account in the Dematerialized Securities System where their Shares are registered (the “Operator”) to do all that is necessary for the acceptance of the Public Offer in their name and on their behalf.
The procedure for the acceptance of the Public Offer is described in detail in paragraph 6.2 of the Information Circular.
It is hereby noted that the Accepting Shareholder who (i) did not state if he wishes to receive the Consideration in Cash or the Consideration in Shares (ii) chose to receive the Consideration in Shares but did not submit all the required information or the required documents to this purpose or such information or documents are false or insufficient or (iii) he chose to receive the Consideration in Shares but did not file the Acceptance Statement in duplicate, shall receive the Consideration in Cash.
7. Upon the duly, valid and lawful completion of the procedure described in paragraph 6.2 of the Information Circular the Accepting Shareholder shall be deemed to have fully accepted the Public Offer. A Shareholder may be deemed to not having validly accepted the Public Offer in the degree that the Acceptance Statement has not been fully filled in according to the terms and conditions referred in the Statement and in the Information Circular.
AVAILABILITY OF THE INFORMATION CIRCULAR & THE EQUIVALENT INFORMATION DOCUMENT – PROVISION OF INFORMATION
8. The Company shareholders may receive copies of the Information Circular, whereto the equivalent information document of the information circular provided for in article 4 par. 1(b) of Law 3401/2005 is attached that was drafted by the Offeror for the purpose of the public offer of the Offeror's shares that constitute the Consideration in Shares, the Acceptance Statement as well as information regarding the procedure for accepting the Public Offer by any branch of the NBG SA in Greece from 5 February 2014 until the end of the Acceptance Period.
9. The Information Circular shall be available without charge (i) at the Company's registered office (5th klm Vari – Koropiou Avenue) and (ii) at any branch of NBG SA in Greece from 5 February 2014, as well as in electronic form on the Offeror's advisor web-page NBG Securities Investment Firm (www.nationalsec.gr) and ATHEX web-page (www.helex.gr).
COMPLETION OF THE PUBLIC OFFER – PAYMENT OF THE CONSIDERATION
10. The results of the Public Offer shall be announced in the Daily Closing Prices Bulletin and on the ATHEX web-page within two working days from the end of the Acceptance Period.
11. The commencement date for the payment of the Consideration in Cash or the transfer of the Consideration in Shares is expected to be March 14th, 2014.
(i) The Consideration in Cash shall be paid to every beneficiary Accepting Shareholder depending on the way he will choose in the Acceptance Statement, more specifically: either (a) by deposit in their bank account in NBG SA or (b) in cash to the Accepting Shareholder, provided he produces his identity card or passport and a valid copy of the Acceptance Statement in any branch of the NBG SA in Greece or (c) by crediting the Accepting Shareholder's Operator.
(ii) The Consideration in Shares shall be delivered to every beneficiary Accepting Shareholder by registering their data in the shareholder registry of the Offeror by the Offeror's Board of Directors.
SQUEEZE-OUT RIGHT – SELL-OUT RIGHT – DELISTING FROM THE STOCK MARKET
12. If , following the end of the Acceptance Period and the transfer of the Tendered Shares to the Offeror (the “Completion”), the Offeror holds Shares corresponding to a percentage of at least 90% of the total voting rights of the Company, the Offeror shall exercise its squeeze-out right provided by article 27 of the Law as soon as practicably possible.
While exercising the squeeze – out right, the Company shareholders shall have the option to either receive the Consideration in Cash or the Consideration in Shares by submitting a relevant statement. If they choose to receive the Consideration in Shares the relevant statement shall be filed in duplicate.
If a Company shareholder either (i) did not state if he wishes to receive the Consideration in Cash or the Consideration in Shares or (ii) chose to receive the Consideration in Shares but did not submit all the required information or the required documents to this purpose or such information or documents were false or insufficient or (iii) he did not file the relevant statement in duplicate, he shall receive the Consideration in Cash.
13. Furthermore, if at the time of the Completion the Offeror holds at least 90% of the total voting rights of the Company, the shareholders that did not accept the Public Offer may exercise their sell-out right and choose either the Consideration in Shares ,by filing a relevant statement, or the Consideration in Cash. In case they choose the Consideration in Cash the Offeror shall be obliged to acquire through the Stock Market all Shares tendered to it within a period of three (3) months from the publication of the results of the Public Offer against payment of the Consideration in Cash pursuant to article 28 of the Law.
In case that a Company shareholder chose to receive the Consideration in Shares but did not provide the required information or the required documents to this purpose or such information or documents were false or insufficient or he chose to receive the Consideration in Shares and did not file the relevant statement in duplicate, he shall receive the Consideration in Cash.
14. After the completion of the procedure of the squeeze –out right, the Offeror shall pursue the delisting of the Shares from the Stock Market pursuant to article 17 paragraph 5 of Law 3371/2005 by virtue of a decision of an extraordinary general meeting of the Company's shareholders, at which the Offeror shall vote in favor thereof.
Important Notices
1. The Public Offer is addressed to the Company's shareholders and only to persons to whom it may be lawfully addressed. The making of the Public Offer to specific persons who are residents in or nationals or citizens of jurisdictions outside the Hellenic Republic or to custodians, nominees or trustees of such persons (the “Foreign Shareholders”) may be made only in accordance with the laws of the relevant jurisdiction, except for those countries where, according to their legislation, rules and regulations, the submission, the making or the presentation of the Public Offer or the mailing/distribution of this announcement, the Information Circular, the Acceptance Statement and of any other document or material relevant thereto (the “Public Offer Documents”) is prohibited or contravenes any applicable legislation, rule or regulation (together, the “Excluded Territories”).
2. In particular, the Public Offer is not addressed, directly or indirectly, by mail or by other means, in or into the Excluded Territories. Accordingly, copies of any Public Offer Document will not be, and must not be, directly or indirectly, mailed, distributed or otherwise sent to anyone or from anyone in or into or from any Excluded Territory.
3. No person receiving a copy of any Public Offer Document in any jurisdiction outside the Hellenic Republic may treat any such document as if it constituted a solicitation or offer to such person and under no circumstances may such person use any Public Offer Document if, in the relevant jurisdiction, such solicitation or offer may not be lawfully made to such person or if such Public Offer Document may not be lawfully used without breaching any legal requirements. In those instances, any such Public Offer Document is sent for information purposes only.
4. It is the responsibility of the Foreign Shareholders wishing to accept the Public Offer to inform themselves and ensure compliance with the laws of their respective jurisdictions in relation to the Public Offer. If a Foreign Shareholder has any doubts as to his legal status, he should consult his professional advisor in the relevant jurisdiction.
5. If a person forwards a Public Offer Document to or from any Excluded Territory or uses the mail or any other means in any Excluded Territory this person must draw the recipient's attention to paragraph 6.6 of the Information Circular.
6. The equivalent information document provided for in article 4 par. 1(b) of Law 3401/2005 that forms an attachment to the Information Circular has been drafted by the Offeror who is liable for its content.
7. This announcement does not substitute the full text of the Information Circular and any interested party must consult and study the full text of the Information Circular.
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