INFORM P. LYKOS HOLDINGS S.A.

RESULTS OF THE VOLUNTARY TAKEOVER PUBLIC OFFER ΒΥ LYKOS AG

ANNOUNCEMENT

results of 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

 

March 11th, 2014

 

1.             In accordance with Article 23 of Law 3461/2006 (henceforth the “Law”), the société anonyme “LYKOS AG” (henceforth the “Offeror”), hereby announces the results of the voluntary takeover public offer (henceforth the “Public Offer”) that the Offeror submitted on December 10, 2013 (henceforth the “Date of the Public Offer”) for the acquisition of all outstanding ordinary registered shares of the société anonyme “INFORM P. LYKOS S.Α.”, (henceforth the “Company”) of nominal value 0.62 Euros each (henceforth the “Shares”), which the Offeror and/or the Person Acting in Concert with the Offeror did not hold, directly or indirectly, on the Date of the Public Offer according to the Law.

 

The words and phrases as well as the combination of words and phrases with capitalized initial, that are defined in the Information Circular drafted by the Offeror, approved by the Board of Directors of the Hellenic Capital Market Commission on January 31st 2014 and published according to the Law, shall have the same meaning when used in this announcement unless the context indicates otherwise.

 

2. The Acceptance Period commenced on February 5th 2014 and ended on March 7th 2014. During the Acceptance Period, a total of 11,817,766 Shares were lawfully and validly tendered, corresponding to approximately 57.43% of the total paid share capital and of the voting rights of the Company (henceforth the “Tendered Shares”). From these, 182,857 Shares corresponding to approximately 0.89% of the total paid share capital and of the voting rights of the Company have been tendered for the Consideration in Cash and 11,634,909 Shares corresponding to approximately 56.54% of the total paid share capital and of the voting rights of the Company have been tendered for the Consideration Shares, including 11,069,300 Shares held by the Person Acting in Concert. Following the processing of the Acceptance Statements it is concluded that 210 Accepting Shareholders shall receive the Consideration in Cash and 67 the Consideration Shares.

 

3. From the day following the Date of the Public Offer, namely from December 11th 2013, until the end of the Acceptance Period, the Offeror has obtained through the stock market a total of 2,750,287 Shares corresponding to approximately 13.36% of the total paid share capital and of the voting rights of the Company at a per Share price that did not exceed the Consideration in Cash. Therefore, at the time that the off-exchange transfer of the Tendered Shares shall be completed, the Offeror shall directly and indirectly hold a total of 14,568,053 Shares corresponding to approximately 70.79% of the total paid share capital and of the voting rights of the Company, including the Shares and corresponding voting rights held directly by the Person Acting in Concert. Any additional Shares that the Offeror may obtain after the termination of the Acceptance Period and until the day that the above off-exchange transfer is completed are not included in the above percentage.

 

4. The payment of the Consideration in Cash to the Accepting Shareholders shall commence on March 18th 2014 and not on March 14th 2014, so that the procedure for the registration of the Share Capital Increase may be completed by the competent authorities in Austria. The National Bank of Greece (henceforth “NBG”) shall pay the Consideration in Cash to every Accepting Shareholder who chose to or, according to paragraph 6.2.2 of the Information Circular, shall receive this consideration, depending on the way he/she/it has chosen in the relative Acceptance Statement, more specifically either (i) by deposition in their bank account in NBG or (ii) in cash to the Accepting Shareholder, provided he/she produces his/her identity card or passport and a valid copy of the Acceptance Statement in any branch of NBG in Greece or (iii) by crediting the Accepting Shareholder's Operator. On the same above date it is expected that the beneficiaries of the Consideration Shares shall be registered in the shareholders' registry/book of the Offeror.

 

 

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