NEOCHIMIKI INDUSTRIAL AND COMMERCIAL S.A.
Acceptance period commencement announcement
GREEN BIDCO COMMERCIAL AND INDUSTRIAL S.A. ANNOUNCES THE LAUNCH OF THE ACCEPTANCE PERIOD FOR THE MANDATORY PUBLIC OFFER FOR THE PURCHASE OF COMMON REGISTERED VOTING SHARES OF THE GREEK SOCIETE ANONYME "NEOCHIMIKI - L.V. LAVRENTIADIS S.A." IN CONSIDERATION FOR Euro 19.00 PER SHARE IN CASH
The Board of Directors of the Capital Markets Commission (the "CMC") has approved on Thursday, 10 July 2008 the Information Memorandum of the company GREEN BIDCO COMMERCIAL AND INDUSTRIAL S.A. (the "Offeror") for the mandatory public offer (the "Public Offer") for all the shares of the Greek soci¨¦t¨¦ anonyme under the name "NEOCHIMIKI - L.V. LAVRENTIADIS S.A." (the "Target Company"), that it does not own. The offer was made by the Offeror according to article 7 and article 30 of Law 3461/2006 on the "Implementation of EU Directive 2004/25/EK regarding public offers", as in force, (the "Law"), as well as according to decision 17/427/9.5.2007 of the BoD of the CMC.
The period, in which the Target Company's shareholders may declare the irrevocable acceptance of the Public Offer by the submission of the declaration of acceptance to any branch of EMPORIKI BANK OF GREECE S.A. ( "Emporiki Bank"),
- starts on Monday, 14 July 2008 at 08:00 a.m., and
- ends on Monday, 11 August 2008 at 14:30 p.m.
The acceptance procedure includes two stages:
(a) Accepting Shareholders must first address themselves to the initial Operator of the Tendered Shares, whom they will order for the transfer to tender 550 EMPORIKI BANK OF GREECE S.A. of the number of shares they wish to transfer in order to accept the Public Offer and receive the relevant copy. The Accepting Shareholder shall also receive from the initial Operator a printout from DSS showing the Investor Account and Securities Account that the Accepting Shareholder maintains with DSS.
(b) Accepting Shareholders must then proceed to any of the branches of EMPORIKI BANK OF GREECE S.A. during normal business days and hours, having with them the copy of the transfer order, which they delivered to the initial Tender and the printout from the DSS showing the Shareholders Investor account data and the securities account with DSS. At the branch (i) they will authorise EMPORIKI BANK OF GREECE S.A. to undertake the operation of the Shares by signing a relevant operation authorisation (the "Operation Authorisation") (ii) they will fill in and sign the Declaration of Acceptance of the Public Offer (the "Declaration of Acceptance"), in order for the computerised process to be effected and they will receive a valid copy of the Declaration of Acceptance. All the above documents, including the Declaration of Acceptance, must be duly signed by the Accepting Shareholder.
The acceptance procedure is described in detail in chapter 3 of the Information Memorandum. The shareholders of the Target Company can get copies of the Information Memorandum, the declaration of acceptance and information regarding the submission procedure from any branch of Emporiki Bank as of Monday, 14 July 2007, and during the acceptance period of the Public Offer or additional information regarding the submission of the declaration of acceptance at the following telephone numbers at Emporiki Bank during working days and hours: (0030) 210 3284086 and (0030) 210 3284559. Further, copies of the Information Memorandum will be available to shareholders in print, free of charge, at the registered office of the Offeror and in electronic format on the website of ABN AMRO Corporate Finance Limited, which acts as the Offeror's advisor for the Public Offer, in the following website address: www.abnamro.com/dealgreece.
The results of the Public Offer will be published within two (2) business days from the end of the aforementioned acceptance period. ¦³he payment of the shareholders who will accept the Public Offer will start at 19 August 2008.
Since the Offeror, following completion of the Public Offer, will have acquired at least 90.00% of the Target Company's total voting rights, it shall exercise its right to acquire the Minority Shareholders' Shares by way of a Squeeze-out according to article 27 of the Law - within the provided three months time limit. After the exercise of the Squeeze-out right, the Offeror intends to convene the general meeting of the shareholders of the Target Company, having as an item on the agenda the delisting of the Target Company's shares from the AthEx.
IMPORTANT NOTICE
The Public Offer is being made in accordance with the procedure set forth in the Law to the shareholders of the Target Company who may lawfully accept it.
The Public Offer is not being made and will not be made by any means or instrumentality, in writing or else, directly or indirectly, to any person, natural or legal, in or into any country other than Greece where, under such country's laws, the execution of this Public Offer or the posting or distribution of its Information Memorandum is illegal or contravenes any applicable law, rule or regulation (each an "Excluded Territory" and, together, the "Excluded Territories"). Accordingly, copies or originals of the Information Memorandum and any related document or material will not be mailed or otherwise forwarded, distributed or sent by anybody to, in, into or from, the Excluded Territories.
It is the responsibility of any Overseas Shareholder wishing to accept the Public Offer to inform himself about, and satisfy himself as to, the full observance of the laws of the relevant jurisdiction in connection with the Public Offer. If you are an Overseas Shareholder and you are in doubt about your position, you should consult your professional advisor in the relevant overseas jurisdiction.
The Board of Directors of the Capital Markets Commission (the "CMC") has approved on Thursday, 10 July 2008 the Information Memorandum of the company GREEN BIDCO COMMERCIAL AND INDUSTRIAL S.A. (the "Offeror") for the mandatory public offer (the "Public Offer") for all the shares of the Greek soci¨¦t¨¦ anonyme under the name "NEOCHIMIKI - L.V. LAVRENTIADIS S.A." (the "Target Company"), that it does not own. The offer was made by the Offeror according to article 7 and article 30 of Law 3461/2006 on the "Implementation of EU Directive 2004/25/EK regarding public offers", as in force, (the "Law"), as well as according to decision 17/427/9.5.2007 of the BoD of the CMC.
The period, in which the Target Company's shareholders may declare the irrevocable acceptance of the Public Offer by the submission of the declaration of acceptance to any branch of EMPORIKI BANK OF GREECE S.A. ( "Emporiki Bank"),
- starts on Monday, 14 July 2008 at 08:00 a.m., and
- ends on Monday, 11 August 2008 at 14:30 p.m.
The acceptance procedure includes two stages:
(a) Accepting Shareholders must first address themselves to the initial Operator of the Tendered Shares, whom they will order for the transfer to tender 550 EMPORIKI BANK OF GREECE S.A. of the number of shares they wish to transfer in order to accept the Public Offer and receive the relevant copy. The Accepting Shareholder shall also receive from the initial Operator a printout from DSS showing the Investor Account and Securities Account that the Accepting Shareholder maintains with DSS.
(b) Accepting Shareholders must then proceed to any of the branches of EMPORIKI BANK OF GREECE S.A. during normal business days and hours, having with them the copy of the transfer order, which they delivered to the initial Tender and the printout from the DSS showing the Shareholders Investor account data and the securities account with DSS. At the branch (i) they will authorise EMPORIKI BANK OF GREECE S.A. to undertake the operation of the Shares by signing a relevant operation authorisation (the "Operation Authorisation") (ii) they will fill in and sign the Declaration of Acceptance of the Public Offer (the "Declaration of Acceptance"), in order for the computerised process to be effected and they will receive a valid copy of the Declaration of Acceptance. All the above documents, including the Declaration of Acceptance, must be duly signed by the Accepting Shareholder.
The acceptance procedure is described in detail in chapter 3 of the Information Memorandum. The shareholders of the Target Company can get copies of the Information Memorandum, the declaration of acceptance and information regarding the submission procedure from any branch of Emporiki Bank as of Monday, 14 July 2007, and during the acceptance period of the Public Offer or additional information regarding the submission of the declaration of acceptance at the following telephone numbers at Emporiki Bank during working days and hours: (0030) 210 3284086 and (0030) 210 3284559. Further, copies of the Information Memorandum will be available to shareholders in print, free of charge, at the registered office of the Offeror and in electronic format on the website of ABN AMRO Corporate Finance Limited, which acts as the Offeror's advisor for the Public Offer, in the following website address: www.abnamro.com/dealgreece.
The results of the Public Offer will be published within two (2) business days from the end of the aforementioned acceptance period. ¦³he payment of the shareholders who will accept the Public Offer will start at 19 August 2008.
Since the Offeror, following completion of the Public Offer, will have acquired at least 90.00% of the Target Company's total voting rights, it shall exercise its right to acquire the Minority Shareholders' Shares by way of a Squeeze-out according to article 27 of the Law - within the provided three months time limit. After the exercise of the Squeeze-out right, the Offeror intends to convene the general meeting of the shareholders of the Target Company, having as an item on the agenda the delisting of the Target Company's shares from the AthEx.
IMPORTANT NOTICE
The Public Offer is being made in accordance with the procedure set forth in the Law to the shareholders of the Target Company who may lawfully accept it.
The Public Offer is not being made and will not be made by any means or instrumentality, in writing or else, directly or indirectly, to any person, natural or legal, in or into any country other than Greece where, under such country's laws, the execution of this Public Offer or the posting or distribution of its Information Memorandum is illegal or contravenes any applicable law, rule or regulation (each an "Excluded Territory" and, together, the "Excluded Territories"). Accordingly, copies or originals of the Information Memorandum and any related document or material will not be mailed or otherwise forwarded, distributed or sent by anybody to, in, into or from, the Excluded Territories.
It is the responsibility of any Overseas Shareholder wishing to accept the Public Offer to inform himself about, and satisfy himself as to, the full observance of the laws of the relevant jurisdiction in connection with the Public Offer. If you are an Overseas Shareholder and you are in doubt about your position, you should consult your professional advisor in the relevant overseas jurisdiction.