CYPRUS POPULAR BANK PUBLIC CO LTD (“Bank”) announces to investors that the Cyprus Securities and Exchange Commission approved on 22 May 2012 the Prospectus which has been prepared in accordance with the Public Offer and Prospectus Law of 2005 (N114 (Ι) /2005) and Regulation 809/2004 of the European Union Committee, which concerns:

• Public Offer for the Share Capital increase of up to €1,8 billion, in the form of Rights Issue and listing on the Cyprus Stock Exchange and the Athens Exchange of (i) the Rights and (ii) the new ordinary shares resulting from the exercise of the Rights.  The Rights will be issued to all holders of ordinary shares as at the Record Date at the ratio of one (1) Right for every one (1) share held.  Every six (6) Rights exercised at a total price of €6,70 will be converted into sixty seven (67) new fully paid ordinary shares (that is €0,10 per share). Rights can also be acquired during their trading on the Cyprus Stock Exchange and the Athens Exchange.  For the unexercised Rights, Subscription Rights will be given (i) to the beneficiary shareholders (ii) to persons who will acquire Rights during their trading on the Cyprus Stock Exchange and the Athens Exchange and (iii) to interested investors that will not be holders of any number of Rights.

 

The issue of Rights is fully underwritten by the Republic of Cyprus, as provided by the Underwriting of Rights Issue of Cyprus Popular Bank Public Co Ltd Decree (Κ.Δ.Π. 182/2012) of 2012 (“Decree”) which was issued by the Minister of Finance in the exercise of the powers vested on him by articles 6, 7 and 14 of the Management of Financial Crises Laws of 2011 to (No. 2) 2012, subsequent to the recommendation of the Central Bank of Cyprus and with its concurring opinion.

 

• Tender Offer for voluntary exchange of existing capital securities issued in 2008 (CPBCS), 2009 (CPBCB) and 2010 (CPBCC) (“Eligible Capital Securities”) of total value €737.753.000 with new ordinary shares and/or new Enhanced Capital Securities (“ECS”) at the option of the holder, and listing (i) on the Cyprus  Stock Exchange of the new ECS resulting from the voluntary exchange (ii) on the Cyprus Stock Exchange and the Athens Exchange of the new ordinary shares resulting from the voluntary exchange. Eligible Capital Securities holders can exchange, at their option, part or all their capital securities at their nominal value (€1.000 each) (i) with ECS of equal nominal value (€1.000) and/or (ii) with new ordinary shares of nominal value of €0,10 with an issue price of €0,10 each.  The maximum number of new ordinary shares and new ECS that may arise from the process of voluntary exchange is 3.688.765.000 (€368.876.500) and 737.753 (€737.753.000) respectively.  In case that, through the applications of Eligible Capital Securities holders exchange into shares, the amount of €368.876.500 is oversubscripted, then there will be a pro-rata allocation. Voluntary exchange applications for ECS can be accepted only in case that, at the completion of both Rights Issue and the voluntary exchange of Eligible Capital Securities with New Exchange Shares, the Bank's Core Tier 1 Ratio, as defined by the Central Bank of Cyprus, will be at least equal to 7%.

 

The public offer is exclusively available in Cyprus, Greece and the United Kingdom and is solely addressed to persons who can legally accept it.  In particular, and in compliance with relevant securities legislation in the following countries, this public offer is not addressed in any way or form (in writing or otherwise), directly or indirectly, within or to the United States, Canada, Australia, South Africa, Japan or to any other exempt country (“Exempt Countries”) in which, according to the law of such a country, this public offer or the posting/distribution of the Prospectus is illegal or constitutes a breach of any applicable legislation, rule or regulation.  For this reason, it is prohibited to address, distribute, post or in any other way promote copies of this Prospectus and any other relevant promotional documents or other material relating to this public offer from any person to or from the Exempt Countries.  Moreover, participation in the present rights issue by residents of the Exempt Countries is also prohibited.

 

Based on article 6 of the Decree, the Republic of Cyprus will proceed to the free allotment of Share Warrants to persons who shall acquire shares through the issue of Rights. More information can be found in the Prospectus dated 22 May 2012.

 

The Prospectus dated 22 May 2012, as approved by the Cyprus Securities and Exchange Commission, will be available without charge during the effective period of the Prospectus:

 

in electronic form as from 23 May 2012:

• on the Bank's website (www.laiki.com – Choose: Investor Relations / Corporate Information / Prospectuses)
• on the Lead Manager's / Prospectus Drawing up Lead Manager's “Marfin CLR (Financial Services) Ltd” website (www.marfinclr.com)
• on the Lead Manager's “Investment Bank of Greece S.A.” website (www.ibg.gr)  
• on the Cyprus Securities and Exchange Commission website (www.cysec.gov.cy)
• on the Cyprus Stock Exchange website (www.cse.com.cy)
• on the Athens Exchange website (www.ase.gr)

 

in printed form as from 1 June 2012 until the listing of the securities under issue:

• at the Head Office of the Bank (154 Limassol Avenue, 2025 Nicosia)
• at the branch network of “Cyprus Popular Bank Public Co Ltd” in Cyprus
• at the offices of the Lead Manager / Prospectus Drawing up Lead Manager, “Marfin CLR (Financial Services) Ltd” (26 Vyronos Avenue, 1096 Nicosia)
• at the offices of the Lead Manager “Investment Bank of Greece S.A.” (24B Kifisias, Marousi 15125, Athens)

 

 

Timetable

 

Approval for publication of the Prospectus	22 May 2012
Last cum date of the Bank's share, i.e. date by which the persons who shall acquire shares of the Bank shall be entitled to participate in the allotment of Rights*	25 May 2012
Ex-Rights Date, i.e. date after which the share of the Bank will be traded without the right of allotment of nil paid Rights	28 May 2012
Date of Registration/Record Date Rights, at the end of which the shareholders entitled to take part in the allotment of Rights are registered in the records of the CSE and ATHEX*	30 May 2012
Commencement of submission of applications for the exercise of Rights and exchange of Eligible Capital Securities	15 June  2012
Commencement of Rights' trading period	15 June  2012
Last day of Rights' trading period	22 June  2012
Last day of acquisition of Eligible Capital Securities to be eligible to participate in voluntary exchange offer for shares and/or ECS	22 June  2012
Last day of application submission for the exercise of Rights and exchange of Eligible Capital Securities	29 June  2012

 

* The same dates will apply in relation to the mailing of acceptance forms to the holders of Eligible Capital Securities for the voluntary exchange offer.  It is understood that the final right of exchange will be determined by transactions in Eligible Capital Securities that may be made by the holder (or any other person) unit 22 June 2012.

 

Any change to the above timetable due to unforeseen factors, will be announced to the Cyprus Stock Exchange, the Athens Exchange and through the daily press.

 

The Bank is taking action for (a) the listing on the Cyprus Stock Exchange and the Athens Exchange of the Rights, the shares resulting from the exercise of the Rights, the shares resulting from the process of voluntary exchange of the Eligible Capital Securities  and (b) the listing of the ECS in the Cyprus Stock Exchange.  The trading of the securities on both exchanges will start after obtaining the relevant approval of both exchanges.

 

Submission of Applications

 

The application submission period for the exercise of Rights as well as the exchange of Eligible Securities starts on June 15, 2012 and ends on June 29, 2012. Applications that will be submitted after the 29^th June 2012 will be ignored. Applications for the exercise of Subscription Rights, accompanied by the required consideration, will be submitted within the same period. In the event that after the end of the exercise period of Rights and Subscription Rights, as mentioned above, there are unexercised Rights outstanding, the Bank's Board of Directors, at its sole discretion, shall proceed to allocate the unexercised Rights to the benefit of the Bank, until 30 June 2012. It is noted that the Rights Issue is fully underwritten by the Republic of Cyprus. In the event that, on June 30, 2012, there are unallocated Rights outstanding, the underwriting terms of the Decree issued by the Minister of Finance on May 18, 2012 will apply.

 

The submission of applications during the above period may be as follows:

 

Α.  Exercise of nil paid Rights

 

Cyprus

At the branch network of Cyprus Popular Bank Public Co Ltd

 

Greece

• ·       At the branch network of Marfin Egnatia Bank   
• ·       Through the Stockbrokers [except the Hellenic Exchanges (HELEX)] of the securities accounts (stock brokerage company or custodian) following the submission of the necessary documents and provided the stockbroker agrees.

 

Β. Applications for the exchange of Eligible Capital Securities and applications for Subscription to non-exercised Rights

 

Cyprus

 

Nicosia

• ·       Nicosia main branch (001), 39 Arch. Makarios III Avenue, 1065 Nicosia, Tel. 22812294
• ·       Ayios Antonios branch (005), 1 Digheni Akrita Corner and Kallipoleos, 1055 Nicosia, Tel. 22363667
• ·       Acropolis branch (007), 58A Acropoleos Avenue, 2012 Nicosia, Tel. 22367072
• ·       Ayios Mamas branch (118), 1 Arch. Makarios III Avenue Corner & Ayiou Stylianou, 2324 Lakatamia, Nicosia, Tel. 22718823
• ·       at the offices of Marfin CLR (Financial Services) Ltd, Marfin CLR House, 26 Vyronos Avenue, 1096 Nicosia, Tel. Τηλ. 22367367
• ·       at the offices of Wealth Management services, 39 Arch. Makarios III Avenue, 1065, 1^st floor, Nicosia, Tel. 22812280
• ·       at the offices of Treasury services, 154 Limassol Avenue, 2025 Nicosia, Tel. 22512530

 

Limassol

• ·       Limassol main branch (020), 64 Anexartisias Avenue, 3040 Limassol, Tel. 25815152
• ·       Makarios branch Μακαρίου (021), 121-123 Arch. Makarios III Avenue, 3021 Limassol, Tel. 25854828
• ·       at the offices of Wealth Management services, 121-123 Arch. Makarios III Avenue, 3021 Limassol, 5^th floor, Tel. 25854744

 

Larnaca

• ·       Larnaca main branch (040), 3 Artemidos Avenue, 6020 Larnaca, Tel. 24814192

 

Famagusta

• ·       Ayia Napa branch (036), 58 Nisi Avenue, 5330 Ayia Napa, Tel. 23813232

 

Paphos

• ·       Paphos main branch (063), 10 Apostolou Pavlou, 8046 Paphos, Tel. 26816127

 

Greece

 

Through the Stockbrokers [except the Hellenic Exchanges (HELEX)] of the securities accounts (stock brokerage company or custodian) following the submission of the necessary documents and provided the stockbroker agrees.