Forthnet S.A.
Announcement
EX-RIGHTS DATE: 14.7.2008
PRE-EMPTION RIGHT EXERCISE PERIOD: 18.7.2008 - 1.8.2008
PRE-EMPTION RIGHT TRADING PERIOD: 18.7.2008 - 28.7.2008
The Board of Directors of the company under the name "Hellenic Company of Telecommunications and Telematic Applications S.A." and the distinctive tile "Forthnet S.A." (the "Company" or "Forthnet") informs its shareholders as follows:
1. On 14 May 2008, the Extraordinary General Meeting of the Company's shareholders (the "EGM") approved the increase of Forthnet's share capital by 137.556.721,74 Euro payable in cash with pre-emption rights in favour of its existing shareholders at ratio of 3 new shares for 1 existing share (the "Increase"). A total of 116.573.493 new common registered shares will be issued, each having a nominal value of 1,18 Euro (the "New Shares") at an offer price of 2,57 Euro per New Share (the "Offer Price")
2. Following completion of the Increase, the Company's share capital will amount to 183.408.962,32 Euro, divided into 155.431.324 common registered shares, each having a nominal value of 1,18 Euro. The total gross proceeds are expected to amount to 299.593.877,01 Euro, whilst the difference between the issue price and the nominal value of the New Shares, amounting in aggregate to 162.037.155,27 Euro, will be credited to a special reserve shown in the liabilities part of its accounts which is called "Special Reserve from the Issue of Shares Above Par", in accordance with the law and the Company's articles of association.
3. On 28.5.2008, the decision with reference number K2-6595/28.5.2008 of the Deputy Minister of Development, pursuant to which the increase and the relevant amendment to the Company's articles of association have been approved, was registered with the Register of the Societes Anonymes.
4. The following persons (together the "Beneficiaries?" will have a Pre-emption right to participate in the Increase (the "Pre-emption Right"):
(a) All holders of the Company's existing shares who will be registered in the registry of shareholders of the Hellenic Exchanges S.A. ("HELEX") upon settlement of transactions that will be effected up to the end of the trading session of ATHEX on 11.7.2008, that is the business day preceding the Ex-rights date. AND
(b) Those persons who acquired Pre-emption Rights during their trading period on the ATHEX.
5. Moreover, the Beneficiaries will be entitled to oversubscribe for additional New Shares (the ?°Unsubscribed Shares?±) at the Offer Price up to four times the number of New Shares corresponding to the Pre-emption Rights exercised, by paying the relevant funds at the same time (the "Oversubscription Right"). The exercise of the Oversubscription Right by each Beneficiary presupposes that that he/she/it will have fully exercised all Pre-emption Rights held by him/her/it at the time such rights are exercised.
6. As of 14.7.2008, the Company' s existing shares will be traded on the ATHEX without the right to participate in the Increase. As of the same date, namely as of 14.7.2008, the opening market price of the Company's existing shares on the ATHEX will be determined according to ATHEX's Rule Book in conjunction with the decision 35/24.11.2005 of the Board of Directors of the ATHEX, as in force.
7. The EGM decided that the Offer Price of the New Shares may be higher that the market price for the Company's shares at the Ex-right date, in accordance with article 306, par. 6 of ATHEX's Rule Book.
8. The period for exercising the Pre-emption Right as well as the Oversubscription Right starts on 18.7.2008 and ends on 1.8.2008.
9. The time for the commencement of the trading of the Pre-emption Rights through the ATHEX's trading system coincides with the commencement of their exercise period. It is noted that the trading of the Pre-emption Rights will not be possible during the last four (4) business days preceding the last day of the exercise period. The date at which the trading of the Pre-emption Rights through ATHEX's trading system will cease is the end of the session on 28.7.2008.
10. Pre-emption Rights to acquire New Shares are transferable and will be traded on the ATHEX. Such rights will be debited to the Account of each Beneficiary?―s Investor Account with DSS on the date of the commencement of their trading. Pre-emption Rights that will not be exercised up to the end of their exercise period (namely up to and including 1.8.2008) will have no effect.
11. Pre-emption rights will be exercised through the branches of NATIONAL BANK OF GREECE ("NBG"). The Beneficiaries will exercise the Pre-emption Rights by delivering a relevant rights certificate (the "Certificate") issued by HELEX (formerly named as Central Securities Depositary) and paying the price for the New Shares which they are entitled to subscribe. To receive the Certificate, the Beneficiaries should contact:
(a) either the operator of their securities account with HELEX (brokerage firm or custodian), if their shares are not held in a special account of DSS,
(b) or to HELEX, if their shares are held in a special account of DSS In order to exercise their Pre-emption Rights, Beneficiaries will need to produce to NBG?―s branches their identification card, their tax registration number, a printout of their DSS details and the Certificate. They are also required to provide their:
(a) investor account record number in the DSS;
(b) securities account number in the DSS; and (
c) authorised securities account operator in the DSS.
At the same time, the Beneficiaries will pay themselves without the mediation of the Company the price for the New Shares (namely 2,57 Euro per New Share) which are entitled to subscribe at a special account that the Company will open with NBG with respect to the Increase. Subscribers will receive a relevant payment receipt which is not a provisional title and cannot be traded. As no fractional shares will be issued, it is recommended to hold a number of shares which, upon exercise of the Pre-emption Rights, result in a whole number of New Shares.
In parallel with the exercise of the Pre-emption Rights, the Beneficiaries may exercise the Oversubscription Right by making a written request submitted contemporaneously with the declaration for the exercise of the Pre-emption Right along with either an irrevocable order to NBG to debit the Beneficiary's account held with NBG or, if there is no such account, a payment in cash or by way of a bank check for an amount equal to the total issue price of the New Shares in relation to which the Oversubscription Right is exercised (namely 2,57 Euro per New Share). It is clarified that oversubscriptions will be satisfied only to the extent that there are Unsubscribed Shares pro rata based on the demand so expressed, whilst unutilized oversubscription funds in respect of Unsubscribed Shares will be returned to the oversubscribers free from interest.
12. In the event that, following the exercise of the Pre-emption Rights, there are Unsubscribed Shares left, they will be allocated by the Company's Board of Directors to the Beneficiaries who exercised the Oversubscription Right. If the number of the Unsubscribed Shares is insufficient to fully satisfy the demand expressed by each Beneficiary, the Unsubscribed Shares will be allocated to the Beneficiaries pro rata to the demand so expressed until such demand is fully satisfied. If, notwithstanding the above, there are still Unsubscribed Shares, subsequently the Company?―s Board of Directors will allocate them, at its discretion, to ?°qualified investors?± (as defined in Law 3401/2005) and other appropriate international investors through a bookbuilding process to be organized by Merrill Lynch International Limited, Credit Suisse Securities (Europe) Limited ¦Κ¦Α¦Ι NBG International Limited (the "Joint Bookrunners"), in accordance with the terms of a relevant placement agreement that Forthnet has entered into with the Joint Bookrunners. It is noted that under the Placement Agreement, the Joint Bookrunners do not underwrite or provide a subscription guarantee in connection with the Unsubscribed Shares If again there are Unsubscribed Shares left, the Board of Directors has been authorised to offer them at its discretion, otherwise the Company?―s share capital shall be increased up to the amount actually subscribed for, according to article 13¦Α of Codified Law 2190/1920. It is noted that one of the Company''s shareholders, Forgendo Limited, has declared and committed to invest up to 300 million to exercise Pre-emption rights and Oversubscription Rights.
13. No fractional shares will be issued.
14. The New Shares will be in book-entry form and entitle their holders to dividends in respect of the financial year of 2008.
15. The Prospectus relating to Increase, as approved by the Board of Directors of the Capital Market Commission on 10.7.2008, will be available at the Company''s offices (4, Atthidon Street, 176 71 Athens), its website (http://www.forthnet.gr/AMK2008), at ATHEX''s web site (www.athex.gr) and the web site of the Capital Market Commission (www.hcmc.gr) as of 11.7.2008.
16. The date on which the New Shares will start trade on the ATHEX following completion of the Increase, will be decided by the Company''s Board of Directors and communicated through a new announcement.
17. For more information, shareholders may contact Mr George Dermitzakis at the Company?―s IR Department (tel. 210-9559258, 210-9559050).
PRE-EMPTION RIGHT EXERCISE PERIOD: 18.7.2008 - 1.8.2008
PRE-EMPTION RIGHT TRADING PERIOD: 18.7.2008 - 28.7.2008
The Board of Directors of the company under the name "Hellenic Company of Telecommunications and Telematic Applications S.A." and the distinctive tile "Forthnet S.A." (the "Company" or "Forthnet") informs its shareholders as follows:
1. On 14 May 2008, the Extraordinary General Meeting of the Company's shareholders (the "EGM") approved the increase of Forthnet's share capital by 137.556.721,74 Euro payable in cash with pre-emption rights in favour of its existing shareholders at ratio of 3 new shares for 1 existing share (the "Increase"). A total of 116.573.493 new common registered shares will be issued, each having a nominal value of 1,18 Euro (the "New Shares") at an offer price of 2,57 Euro per New Share (the "Offer Price")
2. Following completion of the Increase, the Company's share capital will amount to 183.408.962,32 Euro, divided into 155.431.324 common registered shares, each having a nominal value of 1,18 Euro. The total gross proceeds are expected to amount to 299.593.877,01 Euro, whilst the difference between the issue price and the nominal value of the New Shares, amounting in aggregate to 162.037.155,27 Euro, will be credited to a special reserve shown in the liabilities part of its accounts which is called "Special Reserve from the Issue of Shares Above Par", in accordance with the law and the Company's articles of association.
3. On 28.5.2008, the decision with reference number K2-6595/28.5.2008 of the Deputy Minister of Development, pursuant to which the increase and the relevant amendment to the Company's articles of association have been approved, was registered with the Register of the Societes Anonymes.
4. The following persons (together the "Beneficiaries?" will have a Pre-emption right to participate in the Increase (the "Pre-emption Right"):
(a) All holders of the Company's existing shares who will be registered in the registry of shareholders of the Hellenic Exchanges S.A. ("HELEX") upon settlement of transactions that will be effected up to the end of the trading session of ATHEX on 11.7.2008, that is the business day preceding the Ex-rights date. AND
(b) Those persons who acquired Pre-emption Rights during their trading period on the ATHEX.
5. Moreover, the Beneficiaries will be entitled to oversubscribe for additional New Shares (the ?°Unsubscribed Shares?±) at the Offer Price up to four times the number of New Shares corresponding to the Pre-emption Rights exercised, by paying the relevant funds at the same time (the "Oversubscription Right"). The exercise of the Oversubscription Right by each Beneficiary presupposes that that he/she/it will have fully exercised all Pre-emption Rights held by him/her/it at the time such rights are exercised.
6. As of 14.7.2008, the Company' s existing shares will be traded on the ATHEX without the right to participate in the Increase. As of the same date, namely as of 14.7.2008, the opening market price of the Company's existing shares on the ATHEX will be determined according to ATHEX's Rule Book in conjunction with the decision 35/24.11.2005 of the Board of Directors of the ATHEX, as in force.
7. The EGM decided that the Offer Price of the New Shares may be higher that the market price for the Company's shares at the Ex-right date, in accordance with article 306, par. 6 of ATHEX's Rule Book.
8. The period for exercising the Pre-emption Right as well as the Oversubscription Right starts on 18.7.2008 and ends on 1.8.2008.
9. The time for the commencement of the trading of the Pre-emption Rights through the ATHEX's trading system coincides with the commencement of their exercise period. It is noted that the trading of the Pre-emption Rights will not be possible during the last four (4) business days preceding the last day of the exercise period. The date at which the trading of the Pre-emption Rights through ATHEX's trading system will cease is the end of the session on 28.7.2008.
10. Pre-emption Rights to acquire New Shares are transferable and will be traded on the ATHEX. Such rights will be debited to the Account of each Beneficiary?―s Investor Account with DSS on the date of the commencement of their trading. Pre-emption Rights that will not be exercised up to the end of their exercise period (namely up to and including 1.8.2008) will have no effect.
11. Pre-emption rights will be exercised through the branches of NATIONAL BANK OF GREECE ("NBG"). The Beneficiaries will exercise the Pre-emption Rights by delivering a relevant rights certificate (the "Certificate") issued by HELEX (formerly named as Central Securities Depositary) and paying the price for the New Shares which they are entitled to subscribe. To receive the Certificate, the Beneficiaries should contact:
(a) either the operator of their securities account with HELEX (brokerage firm or custodian), if their shares are not held in a special account of DSS,
(b) or to HELEX, if their shares are held in a special account of DSS In order to exercise their Pre-emption Rights, Beneficiaries will need to produce to NBG?―s branches their identification card, their tax registration number, a printout of their DSS details and the Certificate. They are also required to provide their:
(a) investor account record number in the DSS;
(b) securities account number in the DSS; and (
c) authorised securities account operator in the DSS.
At the same time, the Beneficiaries will pay themselves without the mediation of the Company the price for the New Shares (namely 2,57 Euro per New Share) which are entitled to subscribe at a special account that the Company will open with NBG with respect to the Increase. Subscribers will receive a relevant payment receipt which is not a provisional title and cannot be traded. As no fractional shares will be issued, it is recommended to hold a number of shares which, upon exercise of the Pre-emption Rights, result in a whole number of New Shares.
In parallel with the exercise of the Pre-emption Rights, the Beneficiaries may exercise the Oversubscription Right by making a written request submitted contemporaneously with the declaration for the exercise of the Pre-emption Right along with either an irrevocable order to NBG to debit the Beneficiary's account held with NBG or, if there is no such account, a payment in cash or by way of a bank check for an amount equal to the total issue price of the New Shares in relation to which the Oversubscription Right is exercised (namely 2,57 Euro per New Share). It is clarified that oversubscriptions will be satisfied only to the extent that there are Unsubscribed Shares pro rata based on the demand so expressed, whilst unutilized oversubscription funds in respect of Unsubscribed Shares will be returned to the oversubscribers free from interest.
12. In the event that, following the exercise of the Pre-emption Rights, there are Unsubscribed Shares left, they will be allocated by the Company's Board of Directors to the Beneficiaries who exercised the Oversubscription Right. If the number of the Unsubscribed Shares is insufficient to fully satisfy the demand expressed by each Beneficiary, the Unsubscribed Shares will be allocated to the Beneficiaries pro rata to the demand so expressed until such demand is fully satisfied. If, notwithstanding the above, there are still Unsubscribed Shares, subsequently the Company?―s Board of Directors will allocate them, at its discretion, to ?°qualified investors?± (as defined in Law 3401/2005) and other appropriate international investors through a bookbuilding process to be organized by Merrill Lynch International Limited, Credit Suisse Securities (Europe) Limited ¦Κ¦Α¦Ι NBG International Limited (the "Joint Bookrunners"), in accordance with the terms of a relevant placement agreement that Forthnet has entered into with the Joint Bookrunners. It is noted that under the Placement Agreement, the Joint Bookrunners do not underwrite or provide a subscription guarantee in connection with the Unsubscribed Shares If again there are Unsubscribed Shares left, the Board of Directors has been authorised to offer them at its discretion, otherwise the Company?―s share capital shall be increased up to the amount actually subscribed for, according to article 13¦Α of Codified Law 2190/1920. It is noted that one of the Company''s shareholders, Forgendo Limited, has declared and committed to invest up to 300 million to exercise Pre-emption rights and Oversubscription Rights.
13. No fractional shares will be issued.
14. The New Shares will be in book-entry form and entitle their holders to dividends in respect of the financial year of 2008.
15. The Prospectus relating to Increase, as approved by the Board of Directors of the Capital Market Commission on 10.7.2008, will be available at the Company''s offices (4, Atthidon Street, 176 71 Athens), its website (http://www.forthnet.gr/AMK2008), at ATHEX''s web site (www.athex.gr) and the web site of the Capital Market Commission (www.hcmc.gr) as of 11.7.2008.
16. The date on which the New Shares will start trade on the ATHEX following completion of the Increase, will be decided by the Company''s Board of Directors and communicated through a new announcement.
17. For more information, shareholders may contact Mr George Dermitzakis at the Company?―s IR Department (tel. 210-9559258, 210-9559050).