CYPRUS POPULAR BANK PUBLIC CO LTD

Approval of Supplementay Prospectus

CYPRUS POPULAR BANK PUBLIC CO LTD (“Bank”) announces that the Cyprus Securities and Exchange Commission approved on June 19th, 2012 the Supplementary Prospectus of the approved on 22 May 2012 Prospectus, regarding the:

  • Public Offer for the Share Capital increase of up to €1,8 billion, in the form of Rights Issue and listing on the Cyprus Stock Exchange and the Athens Exchange of (i) the Rights and (ii) the new ordinary shares resulting from the exercise of the Rights.  The Rights will be issued to all holders of ordinary shares as at the Record Date at the ratio of one (1) Right for every one (1) share held.  Every six (6) Rights exercised at a total price of €6,70 will be converted into sixty seven (67) new fully paid ordinary shares (that is €0,10 per share). Rights can also be acquired during their trading on the Cyprus Stock Exchange and the Athens Exchange.  For the unexercised Rights, a Subscription Right will be given (i) to the beneficiary shareholders (ii) to persons who will acquire Rights during their trading on the Cyprus Stock Exchange and the Athens Exchange and (iii) to interested investors that will not be holders of any number of Rights.

 

The issue of Rights is fully underwritten by the Republic of Cyprus, as provided by the Underwriting of Rights Issue of Cyprus Popular Bank Public Co Ltd Decree of 2012 (Κ.Δ.Π. 182/2012, “Decree”), as amended by the Underwriting of Rights Issue of Cyprus Popular Bank Public Co Ltd (Amending) Decree of 2012 (Κ.Δ.Π. 213/2012), which was issued by the Minister of Finance in the exercise of the powers vested on him by articles 6, 7 and 14 of the Management of Financial Crises Laws of 2011 to (No. 2) 2012, subsequent to the recommendation of the Central Bank of Cyprus and with its concurring opinion.

 

  • Tender Offer for voluntary exchange of existing capital securities issued in 2008 (CPBCS), 2009 (CPBCB) and 2010 (CPBCC) (“Eligible Capital Securities”) of total value €737.753.000 with new ordinary shares and/or new Enhanced Capital Securities (“ECS”) at the option of the holder, and listing (i) on the Cyprus  Stock Exchange of the new ECS resulting from the voluntary exchange (ii) on the Cyprus Stock Exchange and the Athens Exchange of the new ordinary shares resulting from the voluntary exchange. Eligible Capital Securities holders can exchange, at their option, part or all their capital securities at their nominal value (€1.000 each) (i) with ECS of equal nominal value (€1.000) and/or (ii) with new ordinary shares of nominal value of €0,10 with an issue price of €0,10 each.  The maximum number of new ordinary shares and new ECS that may arise from the process of voluntary exchange is 3.688.765.000 (€368.876.500) and 737.753 (€737.753.000) respectively.  In case that, through the applications of Eligible Capital Securities holders exchange into shares, the amount of €368.876.500 is oversubscribed, then there will be a pro-rata allocation. Voluntary exchange applications for ECS can be accepted only in case that, at the completion of both Rights Issue and the voluntary exchange of Eligible Capital Securities with New Exchange Shares, the Bank's Core Tier 1 Ratio, as defined by the Central Bank of Cyprus, will be at least equal to 7%.

 

The 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 public 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 exempt country (“Exempt Countries”) in which, according to the law of such a country, this public offer or the posting / distribution of the Prospectus and/or the Supplementary 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/or the Supplementary 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 rights issue by residents of the Exempt Countries is also prohibited.

 

Based on article 6 of the Decree, as amended, the Republic of Cyprus will proceed to the free allotment of Share Warrants to persons who shall acquire shares through the issue of Rights. More information can be found in the Prospectus dated 22 May 2012, as amended by the Supplementary Prospectus dated 19 June 2012.

 

The Supplementary Prospectus, as approved by the Cyprus Securities and Exchange Commission, will be available without charge:

 

in electronic form as from 20 June 2012:

  •   on the Bank's website (www.laiki.com – Choose: Investor Relations / Corporate Information / Prospectuses)
  •   on the Lead Manager responsible for  Drawing up the Prospectus / Lead Manager's “Marfin CLR (Financial Services) Ltd” website (www.marfinclr.com)
  •   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 20 June 2012 until the listing of the securities under issue:

  •   at the Head Office of the Bank (154 Limassol Avenue, 2025 Nicosia)
  •   at the branch network of “Cyprus Popular Bank Public Co Ltd” in Cyprus
  •   at the offices of the Lead Manager responsible for  Drawing up the Prospectus / Lead Manager's “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)

 

Investors who have agreed or been bound in any manner, prior to the publication of the Supplementary Prospectus, to purchase or acquire by registration the securities to which the Prospectus relates, may, within three (3) business days from the publication of the Supplementary Prospectus, repudiate such obligation and be released there from without liability.

 

The decision to potentially make an investment in the nil paid Rights and/or Enhanced Capital Securities issued by the Prospectus and by extension in shares of the Bank arising from the exercise of the nil paid Rights, the new Shares and the new Enhanced Capital Securities which may result from the exchange of Eligible Capital Securities entails risks which are described in Section 2 of the Prospectus dated 22 May 2012.  Additionally, the risks and uncertainties which are described in Section 2 of the Prospectus may not be the only ones which might be faced by the Group.  Additional risks and uncertainties not currently known, or considered insignificant, can negatively affect the business operations of the Group.

 

Before making investment decision, investors are urged to consult their investment adviser and/or take independent legal and/or financial advice.

 

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