CYPRUS POPULAR BANK PUBLIC CO LTD
Approval of Prospectus of Convertible Enhanced Capital Securities
Public offer and listing for trading on CSE and ASE up to €294.056.786 Convertible Enhanced Capital Securities
APPROVAL OF PROSPECTUS
MARFIN POPULAR BANK PUBLIC CO LTD ("MPB", "Bank") announces to investors that the Cyprus Securities and Exchange Commission approved on May 19, 2011 the Prospectus which has been prepared in accordance with the Public Offer and Prospectus Law of 2005 and which concerns the public offer and listing for trading of Convertible Enhanced Capital Securities of up to €294.056.786 on the Cyprus Stock Exchange ("CSE") and the Athens Exchange ("ASE").
This public offer is exclusively available in Cyprus, Greece and the United Kingdom and is solely addressed to persons who can legally accept it. In particular, and in compliance with relevant securities legislation in the following countries, this offer is not addressed in any way or form (in writing or otherwise), directly or indirectly, within or to the United States, Canada, Australia South Africa, Japan or to any other country ("Exempt Countries") in which, according to the law of such a country, this public offer or the posting / distribution of the Prospectus is illegal or constitutes a breach of any applicable legislation, rule or regulation. For this reason, it is prohibited to address, distribute, post or in any other way promote copies of this Prospectus and any other relevant promotional documents or other material relating to this public offer from any person to or from the Exempt Countries. Moreover, participation in the present issue by residents of the Exempt Countries is also prohibited.
The Prospectus dated May 19, 2011, includes full details for the Bank and the present issue and it is recommended that you study it thoroughly before submitting the application. The Prospectus dated May 19, 2011 as approved by the Cyprus Securities and Exchange Commission, will be available without charge during the effective period of the Prospectus:
in electronic form as from May 19, 2011, as follows:
. on the Bank's website (www.marfinbank.com - Choose: Investors Relations / Corporate Information / Prospectuses)
. on the Lead Manager's "Investment Bank of Greece S.A." website (www.ibg.gr)
. on the Cyprus Securities and Exchange Commission website (www.cysec.gov.cy)
. on the Cyprus Stock Exchange website (www.cse.com.cy)
. on the Athens Exchange website (www.ase.gr)
in printed form as from June 10, 2011 until the listing of the CECS) on the CSE and ASE, as follows:
. at the Head Office of the Bank (154 Limassol Avenue, 2025 Nicosia)
. at the branch network of "Marfin Popular Bank Public Co Ltd" in Cyprus and "Marfin Egnatia Bank" in Greece
. at the offices of the Lead Manager / Prospectus Drawing up Lead Manager, "Marfin CLR (Financial Services) Ltd" (26 Vyronos Avenue, 1096 Nicosia)
. at the offices of the Lead Manager "Investment Bank of Greece S.A." (24B Kifisias, Marousi, 15125 Athens)
The present issue of Convertible Enhanced Capital Securities ("CECS") is made to all Shareholders of the Bank, in accordance to the provisions of the Articles of Association of the Bank, who are given the Priority Right to apply for the issue of CECS at a ratio one (1) CECS of nominal value €1,00 for every five (5) shares held at the Record Date, which is defined herebelow. The offer of the CECS will be addressed to the shareholders ("Eligible Shareholders") who will be registered both at the Central Depository / Registry of the Cyprus Stock Exchange as well as the Dematerialised Securities System ("DSS") of Hellenic Exchanges ("HELEX"), on May 26, 2011 ("Record Date").
As from 24 May 2011, the Bank's shares will be traded without the Priority Right to the current Issue, i.e., investors who will purchase shares by the market close of the Cyprus Stock Exchange (?CSE?) and the Athens Exchange (?ATHEX?) on 23 May 2011 will be granted with priority to participate to the Bank?s Convertible Enhanced Capital Securities Issue. The Priority Rights, in line with applicable legislation, are transferable to third parties but will not be traded on the electronic trading platform of the CSE and the ATHEX.
Indicative Timetable
. Date of approval for the publication of the Prospectus: 19 May 2011
. Beginning of application period: 10 June 2011
. End of application period: 1 July 2011
. Issue Date of CECS: 8 July 2011
. Dispatch of allotment letters for CECS: 13 July 2011
Any amendments to the timetable due to unforeseen circumstances will be announced to the CSE and the ATHEX and through the daily press.
The Bank proceeds to all necessary filings and applications for the listing of the Convertible Enhanced Capital Securities on the CSE and the ATHEX. As for the CSE approval, it is noted that CSE must verify that the Register of Holders of Convertible Enhanced Capital Securities has been submitted in electronic form and that it meets all the requirements set out by the CSE, pursuant to Regulation 4 on Securities and the Cyprus Stock Exchange (registration, trading and clearing of dematerialised securities) Regulations of 2001 on the listing of Convertible Enhanced Capital Securities of the Bank into the Central Depository and Central Securities Registry.
Submission of Applications
The period of submission of applications for CECS commences on 10 June 2011 and ends on 1 July 2011. Applications submitted after the aforementioned period will be ignored. In the event that the CECS issue is not covered by subscription of Eligible Shareholders, a subscription procedure regarding the submission of irrevocable applications in Greece and Cyprus, from interested investors (shareholders or not), will run parallel to the exercise period of the Priority Right by Eligible Shareholder of Convertible Enhanced Capital Securities. Prospective investors, shareholders or not, may submit applications, by paying the corresponding subscription amount. The Board of Directors of the Bank will proceed with the disposal of any unsubscribed CECS, in relation to such applications, at its discretion. In case that after expiration of the exercise period of the Priority Right and the acceptance of applications for subscription in CECS that may not be subscribed, which will be submitted during the same period of submission of applications, as above, there are still unsubscribed CECS, the Bank's Board of Directors, at its discretion, will proceed with the disposal of any unsubscribed Convertible Enhanced Capital Securities for the benefit of the Bank, within fourteen (14) days following the expiration of the submission of applications period, with the same terms and at the same price offered to the Eligible Shareholders.
The registration to the issue of CECS will take place during the above mentioned period as follows:
- IN CYPRUS
During the above mentioned period and in any case during the exercise period (Monday to Friday 08:30 - 13:30) as follows:
Nicosia
. Nicosia main branch (001), 39 Arch. Makarios III Ave., 1065 Nicosia, Tel. 22812294
. Strovolos branch (004), 59 Strovolos Avenue, Nicosia, Tel. 22811948
. Acropolis branch (007), 58A Acropolis Avenue, 2012 Nicosia, Tel. 22367072
. at the offices of Marfin CLR (Financial Services) Ltd, Mafrin CLR House, 26 Vyronos Avenue, 1096 Nicosia, Tel. 22367367
. at the offices of Wealth Management division, 39 Arch. Makarios C Avenuem 1065, 1st floor, Nicosia, Tel. 22812280
. at the offices of Treasury department, 154 Limassol Avenue, 2025 Nicosia, Tel. 22512530
Limassol
§ Limassol main branch (020), 64 Anexartisias Avenue, 3040 Limassol, Tel. 25815152
§ Makarios branch (021), 121-123 Arch. Makarios III Avenue, 3021 Limassol, Tel. 25854828
§ at the offices of Wealth Management division, 121-123 Arch. Makarios III Avenue, 5th floor, 3021 Limassol, Tel. 25854744
Larnaca
. Larnaca main branch (040), 3 Artemidos Avenue, 6020 Larnaca, Tel. 24814192 Famagusta
. Ayia Napa branch (036), 58 Nisi Avenue, 5330 Ayia Napa, Tel. 23813232
Paphos
. Paphos main branch (063), 10 Apostolos Pavlos Str., 8046 Paphos, Tel. 26816127
- IN GREECE
. at any branch of Marfin Egnatia Bank in Greece (Monday to Wednesday 08:00 - 14:30 & Friday 08:00 - 14:00), or
. through the stockbrokers of the securities accounts (stock broking company or custodian) following the submission of the necessary documents and provided the stockbroker agrees (the relevant procedure will be executed directly with the issuer and not through the Central Depository).
For more information or clarifications the shareholders could apply to:
. "Marfin Popular Bank Public Co Ltd"
Tel.: 0035722812310
. "Marfin CLR (Financial Services) Ltd"
Tel.: 0035722367367
. "Investment Bank of Greece S.A."
Tel.: 00302108173000.
APPROVAL OF PROSPECTUS
MARFIN POPULAR BANK PUBLIC CO LTD ("MPB", "Bank") announces to investors that the Cyprus Securities and Exchange Commission approved on May 19, 2011 the Prospectus which has been prepared in accordance with the Public Offer and Prospectus Law of 2005 and which concerns the public offer and listing for trading of Convertible Enhanced Capital Securities of up to €294.056.786 on the Cyprus Stock Exchange ("CSE") and the Athens Exchange ("ASE").
This public offer is exclusively available in Cyprus, Greece and the United Kingdom and is solely addressed to persons who can legally accept it. In particular, and in compliance with relevant securities legislation in the following countries, this offer is not addressed in any way or form (in writing or otherwise), directly or indirectly, within or to the United States, Canada, Australia South Africa, Japan or to any other country ("Exempt Countries") in which, according to the law of such a country, this public offer or the posting / distribution of the Prospectus is illegal or constitutes a breach of any applicable legislation, rule or regulation. For this reason, it is prohibited to address, distribute, post or in any other way promote copies of this Prospectus and any other relevant promotional documents or other material relating to this public offer from any person to or from the Exempt Countries. Moreover, participation in the present issue by residents of the Exempt Countries is also prohibited.
The Prospectus dated May 19, 2011, includes full details for the Bank and the present issue and it is recommended that you study it thoroughly before submitting the application. The Prospectus dated May 19, 2011 as approved by the Cyprus Securities and Exchange Commission, will be available without charge during the effective period of the Prospectus:
in electronic form as from May 19, 2011, as follows:
. on the Bank's website (www.marfinbank.com - Choose: Investors Relations / Corporate Information / Prospectuses)
. on the Lead Manager's "Investment Bank of Greece S.A." website (www.ibg.gr)
. on the Cyprus Securities and Exchange Commission website (www.cysec.gov.cy)
. on the Cyprus Stock Exchange website (www.cse.com.cy)
. on the Athens Exchange website (www.ase.gr)
in printed form as from June 10, 2011 until the listing of the CECS) on the CSE and ASE, as follows:
. at the Head Office of the Bank (154 Limassol Avenue, 2025 Nicosia)
. at the branch network of "Marfin Popular Bank Public Co Ltd" in Cyprus and "Marfin Egnatia Bank" in Greece
. at the offices of the Lead Manager / Prospectus Drawing up Lead Manager, "Marfin CLR (Financial Services) Ltd" (26 Vyronos Avenue, 1096 Nicosia)
. at the offices of the Lead Manager "Investment Bank of Greece S.A." (24B Kifisias, Marousi, 15125 Athens)
The present issue of Convertible Enhanced Capital Securities ("CECS") is made to all Shareholders of the Bank, in accordance to the provisions of the Articles of Association of the Bank, who are given the Priority Right to apply for the issue of CECS at a ratio one (1) CECS of nominal value €1,00 for every five (5) shares held at the Record Date, which is defined herebelow. The offer of the CECS will be addressed to the shareholders ("Eligible Shareholders") who will be registered both at the Central Depository / Registry of the Cyprus Stock Exchange as well as the Dematerialised Securities System ("DSS") of Hellenic Exchanges ("HELEX"), on May 26, 2011 ("Record Date").
As from 24 May 2011, the Bank's shares will be traded without the Priority Right to the current Issue, i.e., investors who will purchase shares by the market close of the Cyprus Stock Exchange (?CSE?) and the Athens Exchange (?ATHEX?) on 23 May 2011 will be granted with priority to participate to the Bank?s Convertible Enhanced Capital Securities Issue. The Priority Rights, in line with applicable legislation, are transferable to third parties but will not be traded on the electronic trading platform of the CSE and the ATHEX.
Indicative Timetable
. Date of approval for the publication of the Prospectus: 19 May 2011
. Beginning of application period: 10 June 2011
. End of application period: 1 July 2011
. Issue Date of CECS: 8 July 2011
. Dispatch of allotment letters for CECS: 13 July 2011
Any amendments to the timetable due to unforeseen circumstances will be announced to the CSE and the ATHEX and through the daily press.
The Bank proceeds to all necessary filings and applications for the listing of the Convertible Enhanced Capital Securities on the CSE and the ATHEX. As for the CSE approval, it is noted that CSE must verify that the Register of Holders of Convertible Enhanced Capital Securities has been submitted in electronic form and that it meets all the requirements set out by the CSE, pursuant to Regulation 4 on Securities and the Cyprus Stock Exchange (registration, trading and clearing of dematerialised securities) Regulations of 2001 on the listing of Convertible Enhanced Capital Securities of the Bank into the Central Depository and Central Securities Registry.
Submission of Applications
The period of submission of applications for CECS commences on 10 June 2011 and ends on 1 July 2011. Applications submitted after the aforementioned period will be ignored. In the event that the CECS issue is not covered by subscription of Eligible Shareholders, a subscription procedure regarding the submission of irrevocable applications in Greece and Cyprus, from interested investors (shareholders or not), will run parallel to the exercise period of the Priority Right by Eligible Shareholder of Convertible Enhanced Capital Securities. Prospective investors, shareholders or not, may submit applications, by paying the corresponding subscription amount. The Board of Directors of the Bank will proceed with the disposal of any unsubscribed CECS, in relation to such applications, at its discretion. In case that after expiration of the exercise period of the Priority Right and the acceptance of applications for subscription in CECS that may not be subscribed, which will be submitted during the same period of submission of applications, as above, there are still unsubscribed CECS, the Bank's Board of Directors, at its discretion, will proceed with the disposal of any unsubscribed Convertible Enhanced Capital Securities for the benefit of the Bank, within fourteen (14) days following the expiration of the submission of applications period, with the same terms and at the same price offered to the Eligible Shareholders.
The registration to the issue of CECS will take place during the above mentioned period as follows:
- IN CYPRUS
During the above mentioned period and in any case during the exercise period (Monday to Friday 08:30 - 13:30) as follows:
Nicosia
. Nicosia main branch (001), 39 Arch. Makarios III Ave., 1065 Nicosia, Tel. 22812294
. Strovolos branch (004), 59 Strovolos Avenue, Nicosia, Tel. 22811948
. Acropolis branch (007), 58A Acropolis Avenue, 2012 Nicosia, Tel. 22367072
. at the offices of Marfin CLR (Financial Services) Ltd, Mafrin CLR House, 26 Vyronos Avenue, 1096 Nicosia, Tel. 22367367
. at the offices of Wealth Management division, 39 Arch. Makarios C Avenuem 1065, 1st floor, Nicosia, Tel. 22812280
. at the offices of Treasury department, 154 Limassol Avenue, 2025 Nicosia, Tel. 22512530
Limassol
§ Limassol main branch (020), 64 Anexartisias Avenue, 3040 Limassol, Tel. 25815152
§ Makarios branch (021), 121-123 Arch. Makarios III Avenue, 3021 Limassol, Tel. 25854828
§ at the offices of Wealth Management division, 121-123 Arch. Makarios III Avenue, 5th floor, 3021 Limassol, Tel. 25854744
Larnaca
. Larnaca main branch (040), 3 Artemidos Avenue, 6020 Larnaca, Tel. 24814192 Famagusta
. Ayia Napa branch (036), 58 Nisi Avenue, 5330 Ayia Napa, Tel. 23813232
Paphos
. Paphos main branch (063), 10 Apostolos Pavlos Str., 8046 Paphos, Tel. 26816127
- IN GREECE
. at any branch of Marfin Egnatia Bank in Greece (Monday to Wednesday 08:00 - 14:30 & Friday 08:00 - 14:00), or
. through the stockbrokers of the securities accounts (stock broking company or custodian) following the submission of the necessary documents and provided the stockbroker agrees (the relevant procedure will be executed directly with the issuer and not through the Central Depository).
For more information or clarifications the shareholders could apply to:
. "Marfin Popular Bank Public Co Ltd"
Tel.: 0035722812310
. "Marfin CLR (Financial Services) Ltd"
Tel.: 0035722367367
. "Investment Bank of Greece S.A."
Tel.: 00302108173000.