CYPRUS POPULAR BANK PUBLIC CO LTD
Listing of new shares resulting from the cross-border merger through absorption of "MARFIN EGNATIA BANK S.A."
"MARFIN POPULAR BANK PUBLIC CO LTD" (Absorbing Company) announces that the trading of 5.781.121 new ordinary (common) shares, which resulted from the share capital increase through the cross-border merger through absorption of "MARFIN EGNATIA BANK S.A." (Absorbed Company), will commence on the Athens Exchange (ATHEX) and the Cyprus Stock Exchange (CSE) on April 12th, 2011 in accordance with the provisions of Directive 2005/56/EC of the European Parliament and the Council of 26.10.2005, which was incorporated in Cyprus law by the (amending) Companies Act (No. 4) of 2007 and in Greek law by Law 3777/2009 ("Re Cross-Border Mergers of Capital Companies and other provisions"), as well as in accordance with the Cyprus laws (especially articles 198 - 201(xxiv) of the Companies Act) and Greek laws (especially articles 68 para. 2 and 69-77a of codified law 2190/1920 on Societes Anonymes). On the same date, the opening trading price of the shares of the Bank on the ATHEX and the CSE will be adjusted in accordance with the Regulations of the two Exchanges and the above mentioned shares will be credited to the investors' accounts and securities accounts of the beneficiary shareholders on the Dematerialised Securities System (D.D.S.)
Beneficiaries of the new shares of the Absorbing Company which resulted from the merger are the Shareholders of the Absorbed Company who were registered in the Dematerialised Securities System (D.D.S.) on 5.4.2011.
As it has been announced, the approved share exchange ratio for the shareholders of the merging companies is as follows: The shareholders of the Absorbed Company will receive 0,6726990008 new ordinary (common) shares of the Absorbing Company of nominal value 0,85 euro each for every one (1) old ordinary share of the Absorbed Company of nominal value 1,27 euro each.
Based on the above the share capital of the Absorbing Company will be increased as a result of the merger by absorption by the amount of 4.913.952,85 euro, amount which corresponds to the new shares the shareholders of the Absorbed Company are entitled to (other than the Absorbing Company), i.e. the 5.781.121 ordinary (common) shares of the Absorbing Company of nominal value 0,85 euro each. The new shares will be allocated to the shareholders of the Absorbed Company according to the above share exchange ratio, rounding up the largest fractional entitlements which will arise so that the above specified number of shares will be fully covered.
Consequently, the share capital of the Absorbing Company will now amount to 1.249.741.343,05 euro divided into 1.470.283.933 ordinary (common) shares of nominal value 0,85 euro.
The Board of Directors of the ATHEX at its meeting on April 7th, 2011 approved the listing for trading of the above mentioned new shares.
According to article 7 par. 1(a) of the (Cyprus) Law 114(I)/2005, as well the article 4 par. 2(a) of the (Greek) Law 3401/2005, there is no obligation to publish a Prospectus for the listing of the new shares which resulted from the cross-border merger through absorption of the Absorbed Company for trading on the Athens Exchange, on the grounds that the new shares represent less than ten percent (10%) of the number of shares of the same class which have already been listed for trading on the Cyprus Stock Exchange and the Athens Exchange respectively.
Beneficiaries of the new shares of the Absorbing Company which resulted from the merger are the Shareholders of the Absorbed Company who were registered in the Dematerialised Securities System (D.D.S.) on 5.4.2011.
As it has been announced, the approved share exchange ratio for the shareholders of the merging companies is as follows: The shareholders of the Absorbed Company will receive 0,6726990008 new ordinary (common) shares of the Absorbing Company of nominal value 0,85 euro each for every one (1) old ordinary share of the Absorbed Company of nominal value 1,27 euro each.
Based on the above the share capital of the Absorbing Company will be increased as a result of the merger by absorption by the amount of 4.913.952,85 euro, amount which corresponds to the new shares the shareholders of the Absorbed Company are entitled to (other than the Absorbing Company), i.e. the 5.781.121 ordinary (common) shares of the Absorbing Company of nominal value 0,85 euro each. The new shares will be allocated to the shareholders of the Absorbed Company according to the above share exchange ratio, rounding up the largest fractional entitlements which will arise so that the above specified number of shares will be fully covered.
Consequently, the share capital of the Absorbing Company will now amount to 1.249.741.343,05 euro divided into 1.470.283.933 ordinary (common) shares of nominal value 0,85 euro.
The Board of Directors of the ATHEX at its meeting on April 7th, 2011 approved the listing for trading of the above mentioned new shares.
According to article 7 par. 1(a) of the (Cyprus) Law 114(I)/2005, as well the article 4 par. 2(a) of the (Greek) Law 3401/2005, there is no obligation to publish a Prospectus for the listing of the new shares which resulted from the cross-border merger through absorption of the Absorbed Company for trading on the Athens Exchange, on the grounds that the new shares represent less than ten percent (10%) of the number of shares of the same class which have already been listed for trading on the Cyprus Stock Exchange and the Athens Exchange respectively.