Forthnet S.A.
Announcement
Further to its announcement dated 14 May 2008 in relation to the resolutions passed at the Extraordinary General Meeting of its shareholders of even date therewith (the "EGM"), Forthnet S.A. (the "Company") announces the following:
1. It is reminded that:
(a) The EGM has approved, among others, the increase of the Company's share capital by 137.556.721,74 Euro payable in cash in favor of the existing shareholders through the issue of 116.573.493 new common registered shares, each having a nominal value of 1,18 Euro (the "New Shares") at an offer price of 2,57 Euro (the "Offer Price") at ratio of 3 New Shares for 1 existing share (the "Increase"), and authorised the Board of Directors to implement such decision and the Increase (the "EGM Decision").
(b) According to the EGM Decision, the following persons (the "Beneficiaries") will have a pre-emption right to participate in the Increase (the "Pre-emption Right"): (i) all holders of the Company's existing shares who will be registered in the registry of shareholders of the Hellenic Exchanges S.A. upon settlement of transactions in Company's shares executed until and including the last business day prior to the ex-rights date, as such date will be determined and announced by the Board of Directors, and (ii) those persons who acquired Pre-emption Rights during their trading period.
(c) According to the EGM Decision, all Beneficiaries will have the right to subscribe for additional New Shares which may have not been taken-up at the end of the relevant Pre-emption Rights subscription period (the "Unsubscribed Shares") at the Offer Price per Unsubscribed Shares (the "Oversubscription Right").
(d) The EGM authorised the Board of Directors to specify the terms and conditions for granting and exercising the Oversubscription Right as well as the basis for allocating Unsubscribed Shares, if any, to the Beneficiaries, and place, at its reasonable discretion, any appropriate limit or other restriction in connection with the maximum number of Unsubscribed Shares in respect of which the Oversubscription Right may be exercised as well as with the basis for allocating such shares, or any other limit or restriction, in each case taking into account the provisions of paragraph (ε) of Article 8 of Law 3461/2006 and the principle of equal treatment of all shareholders.
2. The Board of Directors, acting on the basis of the authority given to it by EGM, as contemplated in 1(d) above, has taken the following decisions with respect to the Oversubscription Right:
(a) The exercise of the Oversubscription Right by a Beneficiary presupposes that he/she/it will fully exercise all Pre-emption Rights held by him/her/it at the time such rights are exercised.
(b) Each Beneficiary may exercise his/her/it Oversubscription Right to acquire a number of Unsubscribed Shares which shall not exceed four times the number of New Shares corresponding to the Pre-emption Rights exercised by such Beneficiary.
(c) The Oversubscription Right will be exercised in parallel with the exercise of the Pre-emption Right, that is throughout the Subscription Period, by way of a written statement to be submitted to the branches of the National Bank of Greece A.E. in Greece ("NBG").
(d) The exercise of the Oversubscription Right will require either the submission by the Beneficiary of an irrevocable order to NBG to debit the Beneficiary's account held with NBG or, if there is no such account, payment in cash or by way of a bank check of the full amount corresponding to the number of the Unsubscribed Shares in relation to which the Oversubscription Right is exercised. In the event that the amount of money in respect of the Unsubscribed Shares actually allocated to a Beneficiary is lower than the amount of money paid by such Beneficiary to exercise the Oversubscription Right, the balance will be returned to the relevant Beneficiary free from interest. (
e) In the event that the number of the Unsubscribed Shares is insufficient to fully satisfy the demand expressed by each Beneficiary in accordance with the written statement submitted for the exercise of the Oversubscription Right, such shares will be allocated pro rata to the demand so expressed.
(f) Further details in connection with the mechanics for exercising the Pre-emption Right and the Oversubscription Right will be included in the prospectus that the Company is in the process of preparing with respect to the Increase and in the announcements that the Company will issue, as required by the applicable legislation.
Finally, pursuant to a new letter sent to the Board of Directors, the Foundation for Research and Technology (FORTH) informed the Company that, for the purpose of optimizing the financing for its participation in the Increase and after further consideration of the funds that will be required therefor, it might sell shares that it holds in the Company until completion of the Increase instead of or in addition to Pre-emption Rights, whilst its intention to retain the numbers of shares that it will hold in the Company at completion of the Increase for a period of six (6) months following the commencement of trading of the Company's new shares on the Athens Exchange remains in force. 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 shares in the Company 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 Prospectus that is being 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.
1. It is reminded that:
(a) The EGM has approved, among others, the increase of the Company's share capital by 137.556.721,74 Euro payable in cash in favor of the existing shareholders through the issue of 116.573.493 new common registered shares, each having a nominal value of 1,18 Euro (the "New Shares") at an offer price of 2,57 Euro (the "Offer Price") at ratio of 3 New Shares for 1 existing share (the "Increase"), and authorised the Board of Directors to implement such decision and the Increase (the "EGM Decision").
(b) According to the EGM Decision, the following persons (the "Beneficiaries") will have a pre-emption right to participate in the Increase (the "Pre-emption Right"): (i) all holders of the Company's existing shares who will be registered in the registry of shareholders of the Hellenic Exchanges S.A. upon settlement of transactions in Company's shares executed until and including the last business day prior to the ex-rights date, as such date will be determined and announced by the Board of Directors, and (ii) those persons who acquired Pre-emption Rights during their trading period.
(c) According to the EGM Decision, all Beneficiaries will have the right to subscribe for additional New Shares which may have not been taken-up at the end of the relevant Pre-emption Rights subscription period (the "Unsubscribed Shares") at the Offer Price per Unsubscribed Shares (the "Oversubscription Right").
(d) The EGM authorised the Board of Directors to specify the terms and conditions for granting and exercising the Oversubscription Right as well as the basis for allocating Unsubscribed Shares, if any, to the Beneficiaries, and place, at its reasonable discretion, any appropriate limit or other restriction in connection with the maximum number of Unsubscribed Shares in respect of which the Oversubscription Right may be exercised as well as with the basis for allocating such shares, or any other limit or restriction, in each case taking into account the provisions of paragraph (ε) of Article 8 of Law 3461/2006 and the principle of equal treatment of all shareholders.
2. The Board of Directors, acting on the basis of the authority given to it by EGM, as contemplated in 1(d) above, has taken the following decisions with respect to the Oversubscription Right:
(a) The exercise of the Oversubscription Right by a Beneficiary presupposes that he/she/it will fully exercise all Pre-emption Rights held by him/her/it at the time such rights are exercised.
(b) Each Beneficiary may exercise his/her/it Oversubscription Right to acquire a number of Unsubscribed Shares which shall not exceed four times the number of New Shares corresponding to the Pre-emption Rights exercised by such Beneficiary.
(c) The Oversubscription Right will be exercised in parallel with the exercise of the Pre-emption Right, that is throughout the Subscription Period, by way of a written statement to be submitted to the branches of the National Bank of Greece A.E. in Greece ("NBG").
(d) The exercise of the Oversubscription Right will require either the submission by the Beneficiary of an irrevocable order to NBG to debit the Beneficiary's account held with NBG or, if there is no such account, payment in cash or by way of a bank check of the full amount corresponding to the number of the Unsubscribed Shares in relation to which the Oversubscription Right is exercised. In the event that the amount of money in respect of the Unsubscribed Shares actually allocated to a Beneficiary is lower than the amount of money paid by such Beneficiary to exercise the Oversubscription Right, the balance will be returned to the relevant Beneficiary free from interest. (
e) In the event that the number of the Unsubscribed Shares is insufficient to fully satisfy the demand expressed by each Beneficiary in accordance with the written statement submitted for the exercise of the Oversubscription Right, such shares will be allocated pro rata to the demand so expressed.
(f) Further details in connection with the mechanics for exercising the Pre-emption Right and the Oversubscription Right will be included in the prospectus that the Company is in the process of preparing with respect to the Increase and in the announcements that the Company will issue, as required by the applicable legislation.
Finally, pursuant to a new letter sent to the Board of Directors, the Foundation for Research and Technology (FORTH) informed the Company that, for the purpose of optimizing the financing for its participation in the Increase and after further consideration of the funds that will be required therefor, it might sell shares that it holds in the Company until completion of the Increase instead of or in addition to Pre-emption Rights, whilst its intention to retain the numbers of shares that it will hold in the Company at completion of the Increase for a period of six (6) months following the commencement of trading of the Company's new shares on the Athens Exchange remains in force. 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 shares in the Company 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 Prospectus that is being 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.