1. The Spanish publicly traded company under the corporate name "IBERDROLA RENOVABLES, S.A." with Corporate Registration Number A-83028035 and registered seat at Valencia having its registered office at calle Menorca 19, Planta 13, (the "Offeror"), announces the submission of a voluntary tender offer (the "Tender Offer") to acquire all ordinary and preferred shares of the societe anonyme under the name "C. ROKAS S.A.", with Corporate Registration Number 2971/06/B86/0008 and registered seat in Rizareiou 3, Halandri, (the "Target Company"), in accordance with the provisions of Law 3461/2006 (the "Law").
2. Credit Suisse Securities (Europe) Limited, which is incorporated and operating under English Law (corporate registration number 891554) and has its registered office at One Cabot Square, London E14 4QJ, is acting as the Offeror's adviser (in accordance with article 12 of the Law) ("Credit Suisse"). Credit Suisse is a credit institution authorized and regulated in the United Kingdom by the Financial Services Authority and may provide in Greece the investment services set forth in article 4 par. 1 (f) and (g) of Law 3606/2007. Credit Suisse is acting for the Offeror and no one else in connection with the Tender Offer and will not be responsible to anyone other than the Offeror for providing the protections afforded to customers of Credit Suisse or for providing advice in relation to the Tender Offer or any other matter referred to herein.
3. As at the date of this announcement, the Target Company's share capital amounts to Euro 11,887,162 divided into 20,544,452 ordinary registered shares, with voting rights, with nominal value of Euro 0.50 each (the "Ordinary Shares") and 3,229,872 preferred shares, without voting rights, with nominal value of Euro 0.50 each (the "Preferred Shares" and together with the Ordinary Shares the "Shares"). The Target Company's share capital is fully paid-up and the Shares are listed on the Securities Market of the Athens Exchange (the "ATHEX") and currently traded on the Large Capitalisation category thereof.
4. As at the date of this announcement, the Offeror holds 10,826,927 Ordinary Shares with voting rights, which represent 52.70% of the Target Company's total Ordinary Shares and 1,528,280 Preferred Shares, without voting rights, which represent 47.32% of the Target Company's total Preferred Shares, namely the Offeror holds in aggregate 12,355,207 Shares.
5. As at the date of this announcement, the Tender Offer is for 9,717,525 Ordinary Shares, which represent 47.30% of the Target Company's total Ordinary Shares and voting rights and 1,701,592 Preferred Shares, which represent 52.68% of the Target Company's total Preferred Shares without voting rights, namely in aggregate 11,419,117 Shares (the "Tender Offer Shares").
6. The consideration that the Offeror offers per each Tender Offer Share which will be validly tendered during the acceptance period of the Tender Offer (the "Acceptance Period"), is Euro 16,00 in cash per each Tender Offer Ordinary Share and Euro 11,00 in cash per each Tender Offer Preferred Share (the "Offer Price").
The Offer Price for each Tender Offer Ordinary Share is:
- 16,7% higher from the average stock market price one month before June 27, 2008, the last business day prior to the date when the resolution to launch the Tender Offer was passed by the Offeror (the "Reference Date"),
- 21,3% higher from the average stock market price of the last three-month period before the Reference Date,
The Offer Price for each Tender Offer Preferred Share is:
- 22,7% higher from the average stock market price one month before the Reference Date,
- 16,4% higher from the average stock market price of the last three-month period before the Reference Date,
The Offeror will also assume the 0.08% clearance duties in favor of the Hellenic Exchanges S.A., ("HELEX"), which would otherwise be payable by the Target Company's shareholders who validly accept the Tender Offer (the "Accepting Shareholders") in connection with the registration of the off-exchange transfer of the tendered Shares to the Offeror, pursuant to Article 46 of the Dematerialized Securities System Operating Rules and Article 7, paragraph 3 of the decision 153/18.12.2006 of the Board of Directors of HELEX, as amended and currently in force. Therefore, Accepting Shareholders will receive the Offer Price free from such duties.
Credit Suisse has certified that the Offeror has the necessary wherewithal to pay the Offer Price and the above duties. However, Credit Suisse provides no guarantee, within the meaning of article 847 of the Greek Civil Code, and shall not be responsible to any persons for the performance of the payment and other obligations undertaken by the Offeror under the Tender Offer.
7. If, after the end of the Acceptance Period, the Offeror holds Shares that represent at least 90% of the total voting rights of the Target Company, the Offeror:
(a) intends to exercise the right to require the transfer to it of all remaining Shares at a price per Share equal to the Offer Price, in accordance to article 27 of the Law (Squeeze Out Right), and
(b) has the obligation to acquire through transactions on the ATHEX all the Shares which will be offered to it within a period of three (3) months from the publication of the results of the Tender Offer, against payment in cash of the Offer Price, in accordance with article 28 of the Law (Sell-out Right). In this case, the Offeror intends, subsequently, to convene a general meeting of the Target Company's shareholders with the item of the agenda being the delisting of the Shares from ATHEX.
8. As of the date of this announcement and until the last day of the Acceptance Period, the Offeror intends to acquire itself Shares through the market or otherwise at a price per Share not exceeding the Offer Price. Such purchases will be notified to the Hellenic Capital Market Commission and published in the Daily Official List of ATHEX within three trading days from the relevant trades, in accordance with article 24, para. 2 of the Law, in conjunction with Law 3556/2007.
Moreover, the Credit Suisse, which does not "act in concert" (as defined in Article 2(e) of the Law) with the Offeror, does not intend to act on behalf of, for the benefit of or otherwise in co-operation with the Offeror in the purchase of Shares from the date of this announcement until the end of the Acceptance Period, though it may provide to the Offeror the investment services of receipt, transmission and execution of orders in relation to purchases of Shares by the Offeror. Credit Suisse may, however, purchase or sell Shares as a direct or indirect result of normal course of conduct third party client facilitation activities, from the date of this announcement until the end of the Acceptance Period. Credit Suisse has not entered into an agreement or other arrangement with the Offeror to tender or sell to the Offeror any Shares so purchased or in connection with the exercise of the voting rights attached thereto.
9. As required by the Law, the Offeror has commenced the process of the Tender Offer by informing the Hellenic Capital Market Commission and the Board of Directors of the Target Company and submitting to them a draft of the Information Memorandum, in accordance with article 10, par. 1 of the Law.
10. The Tender Offer is subject to the approval of the Information Memorandum by the Hellenic Capital Market Commission (which will include all the terms of the Tender Offer) and the Tender Offer's completion is not subject to any conditions, in accordance with article 22 of the Law.
Important Notice
1. The Tender Offer is only being addressed to the persons to whom it may lawfully be addressed. Accordingly, the Tender Offer is not addressed and no copy of the current announcement, including any kind of relevant documents or materials, is allowed to be posted, forwarded, distributed or sent from anyone (including nominees, custodians or trustees) within, from or towards any country, excluding Greece, where the submission or the acceptance of the Tender Offer or the distribution of information about the Tender Offer is prohibited or is subject to restrictions (each such country an "Exempted Country") nor towards citizens of the Exempted Countries, nor towards any person which is subject to the laws or jurisdiction of an Exempted Country.
2. The Tender Offer does not take place nor will take place, directly or indirectly, within or towards, by post or by any other mean or way (including facsimile, email, phone and the internet) of the interstate or foreign trade or through national, state or other exchanges of all Exempted Countries, and the Tender Offer may not be validly accepted through the aforementioned means or ways or through any other way or mean from or within all Exempted Countries. Accordingly, copies of the current announcement and/or any other relevant document or material will not and must not be posted, forwarded, distributed or sent by any mean or way, directly or indirectly, towards, within or from any Exempted Country and any person that might receive that kind of documents or materials (including nominees, custodians or trustees) is obliged not to forward, distribute, send or post towards, within or from any Exempted Country and not to use any of the aforementioned means or ways in connection to the Tender Offer.
3. The Tender Offer is not addressed to any Shareholder who is subject to the laws or jurisdiction of any Exempted Country. Through the acceptance of the Tended Offer any Accepting Shareholder declares and warrants that he is not subject to, for any reason, to the laws or jurisdiction of any Exempted Country.
For Iberdrola Renovables, S.A.
Xabier Viteri Solaun - Chief Executive Officer and Member of the Board of Directors
Estanislao Rey-Baltar Boogen - Chief Financial Officer