Forthnet S.A.
Announcement
Further to its announcement dated 14 May 2008 in relation to the terms of the increase in its share capital by 137,556,721.74 Euro through payment of cash and pre-emption rights in favour of its existing shareholders (the "Increase"), which was approved at the Extraordinary General Meeting of its shareholders of even date therewith, Forthnet S.A. (the "Company") announces the following:
1. On 10 July 2008, the Company entered into a placement agreement (the ?Placement Agreement?) with Merrill Lynch International, Credit Suisse Securities (Europe) Limited and NBG International Limited, as joint bookrunners (the "Joint Bookrunners"), pursuant to which the Joint Bookrunners will use reasonable endeavors to procure "qualified investors" and other eligible international investors to subscribe for new shares in the Company that might remain unsubscribed by those who will have exercised pre-emption and oversubscription rights. It is noted that under the Placement Agreement, the Joint Bookrunners do not underwrite or provide a subscription guarantee in connection with such unsubscribed shares, whilst the price at which such shares will be placed shall not be lower than that payable by the holders of pre-emption rights, that is 2.57 Euro per share.
2. In the context of the Placement Agreement, the Company, Forgendo Limited, FORTH and Messrs Ioannis Averof, Pantelis Tzortzakis, Deepak Padmanabhan, Michael Warrington, Mohsin Majid, Saviour Portelli, Alkiviadis Pagiatakis, Iasson Stratos, George Koutsoudakis, Panagiotis Papadopoulos, Pavlos Kanellopoulos, Grigoris Votsis and Nektarios Kokkovas, have separately undertaken in writing to the Joint Bookrunners that, subject to certain exemptions and without the written consent of the Joint Bookrunners, they will refrain from certain corporate actions (as far as the legal entities are concerned), legal acts and transactions in relation to Company?s shares, including the issue and disposal of shares, for a period of 180 days from the date that the new shares to be issued pursuant to the Increase will be registered with the securities accounts of the investors participated in such increase.
This announcement is being published in accordance with Article 10, par. 1 of Law 3340/2005, Article 2, par. 2 of the decision 3/347/12.7.2005 of the Board of Directors of the Capital Market Commission and Article 17 of Law 3556/2007. This announcement and the information contained herein do not constitute and should not be construed as constituting a public offer or advertisement of new shares that the Company will issue pursuant to the Increase or an invitation to make offers to purchase such shares, as contemplated in Greek Law 3401/2005. Any investment decision to purchase or sell any such shares should be based exclusively on the information contained in the Company's Prospectus prepared in connection with the offering and the admission of the Company's shares to trading on the Athens Exchange, after it has been approved by the Capital Market Commission and published in accordance with Greek Law 3401/2005. This announcement may not be released distributed or otherwise published, directly or indirectly, in or into the United States, Australia, Canada or Japan.
This announcement and the information contained herein does not contain or constitute an offer for sale, or solicitation of an offer to purchase shares in the Company, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would be unlawful. The Company's shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) unless such shares are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the Company's shares will be made in the United States.
This announcement is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments, i.e. investment professionals within the meaning of the Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("the Order"), and (c) high net worth companies, unincorporated associations and other bodies to whom it may otherwise lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as " relevant persons").
The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.
1. On 10 July 2008, the Company entered into a placement agreement (the ?Placement Agreement?) with Merrill Lynch International, Credit Suisse Securities (Europe) Limited and NBG International Limited, as joint bookrunners (the "Joint Bookrunners"), pursuant to which the Joint Bookrunners will use reasonable endeavors to procure "qualified investors" and other eligible international investors to subscribe for new shares in the Company that might remain unsubscribed by those who will have exercised pre-emption and oversubscription rights. It is noted that under the Placement Agreement, the Joint Bookrunners do not underwrite or provide a subscription guarantee in connection with such unsubscribed shares, whilst the price at which such shares will be placed shall not be lower than that payable by the holders of pre-emption rights, that is 2.57 Euro per share.
2. In the context of the Placement Agreement, the Company, Forgendo Limited, FORTH and Messrs Ioannis Averof, Pantelis Tzortzakis, Deepak Padmanabhan, Michael Warrington, Mohsin Majid, Saviour Portelli, Alkiviadis Pagiatakis, Iasson Stratos, George Koutsoudakis, Panagiotis Papadopoulos, Pavlos Kanellopoulos, Grigoris Votsis and Nektarios Kokkovas, have separately undertaken in writing to the Joint Bookrunners that, subject to certain exemptions and without the written consent of the Joint Bookrunners, they will refrain from certain corporate actions (as far as the legal entities are concerned), legal acts and transactions in relation to Company?s shares, including the issue and disposal of shares, for a period of 180 days from the date that the new shares to be issued pursuant to the Increase will be registered with the securities accounts of the investors participated in such increase.
This announcement is being published in accordance with Article 10, par. 1 of Law 3340/2005, Article 2, par. 2 of the decision 3/347/12.7.2005 of the Board of Directors of the Capital Market Commission and Article 17 of Law 3556/2007. This announcement and the information contained herein do not constitute and should not be construed as constituting a public offer or advertisement of new shares that the Company will issue pursuant to the Increase or an invitation to make offers to purchase such shares, as contemplated in Greek Law 3401/2005. Any investment decision to purchase or sell any such shares should be based exclusively on the information contained in the Company's Prospectus prepared in connection with the offering and the admission of the Company's shares to trading on the Athens Exchange, after it has been approved by the Capital Market Commission and published in accordance with Greek Law 3401/2005. This announcement may not be released distributed or otherwise published, directly or indirectly, in or into the United States, Australia, Canada or Japan.
This announcement and the information contained herein does not contain or constitute an offer for sale, or solicitation of an offer to purchase shares in the Company, in the United States, Australia, Canada or Japan or any other jurisdiction where such an offer or solicitation would be unlawful. The Company's shares referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States (as such term is defined in Regulation S under the Securities Act) unless such shares are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. No public offering of the Company's shares will be made in the United States.
This announcement is being distributed only to and is directed only at (a) persons outside the United Kingdom, (b) persons who have professional experience in matters relating to investments, i.e. investment professionals within the meaning of the Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended ("the Order"), and (c) high net worth companies, unincorporated associations and other bodies to whom it may otherwise lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as " relevant persons").
The securities are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be available only to or will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.