23/11/2009 09:59
It is announced that the Common Draft Terms of Cross Border Merger through absorption of “Marfin Egnatia Bank S.A.” by “Marfin Popular Bank Public Co Ltd” has been subjected to the publication requirements of the provisions of the (Cyprus) Company Law of 2007 and the (Greek) Law 3777/2009. In particular, it was submitted to the Registrar of Companies of the Republic of Cyprus on the 19th of November 2009 and published in the Gazette of the Republic of Cyprus on the 20th of November 2009 and was also submitted to the Companies Registry of the Directorate of Societes Anonymes and Credit at the General Secretarial of the Ministry of Finance, Competitiveness and Mercantile Marine (former Ministry of Development) on the 20th of November 2009.
The Boards of Directors of the two companies announced on Monday the Common Draft Terms of Cross Border Merger through absorption of “Marfin Egnatia Bank S.A.” by “Marfin Popular Bank Public Co Ltd”. The shareholders of Marfin Egnatia will receive 0, 6726990008 new ordinary shares of Marfin Popular Bank of nominal value €0.85 for every old ordinary share of Marfin Egantia of nominal value €1.27.
As a result, the number of new common shares of Marfin Popular that the shareholders of Marfin Egnatia are entitled to stands at 5,781,121 ordinary (common) shares of nominal value €0.85. The shareholders of Marfin Egnatia will have the right to participate in the profits of Marfin Popular, including the year started 1.1.2009.
The announcement is as follows:
[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 Cypriot law with the (amending) Companies Act (Nr. 4) 2007 and in Greek law with Law 3777/2009 “Re Cross-border Mergers of Capital Companies and other provisions”, as well as in accordance with Cypriot (especially articles 198 – 201(xxiv) of the Companies Act) and Greek (especially articles 68 para. 2 and 69-77a of codified law 2190/1920 on Societes Anonymes) laws]
The Boards of Directors of the Cypriot public limited liability company under the name “MARFIN POPULAR BANK PUBLIC CO LTD”, with registered office in Nicosia, Cyprus, at 154 Limassol Street, registered in the Companies Section of the Department of the Registrar of Companies of the Republic of Cyprus under nr. 1, (hereinafter referred to as the “Absorbing Company”), and the Greek societe anonyme bancaire under the name “MARFIN EGNATIA BANK SA” with the distinctive title “MARFIN EGNATIA BANK”, with registered office in the Municipality of Thessaloniki, at 20 Mitropoleos & Komninon Streets, registered in the Companies Registry of the Directorate of Societes Anonymes and Credit at the General Secretariat of the Ministry of Finance, Competitiveness and Mercantile Marine (former Ministry of Development) under nr. 6072/06/Β/86/11 (hereinafter referred to as the “Absorbed Company”) announce that 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 Cypriot law with the (amending) Companies Act (Nr. 4) 2007 and in Greek law with Law 3777/2009 “Re Cross-border Mergers of Capital Companies and other provisions”, as well as in accordance with Cypriot (especially articles 198 – 201(xxiv) of the Companies Act) and Greek (especially articles 68 para. 2 and 69-77a of codified law 2190/1920 on Societes Anonymes) laws, have signed the Common Draft Terms of a Cross-Border Merger dated 13.11.2009 under which the above named companies will merge through the absorption of the second by the first company. The Common Draft Terms of Cross-Border Merger has been subjected to the publication requirements of the provisions of the (Cypriot) Companies Act of 2007 and the (Greek) Law 3777/2009. In particular, it was submitted to the Registrar of Companies of the Republic of Cyprus on the 19th of November 2009 and published in the Gazette of the Republic of Cyprus on the 20th of November 2009 and was also submitted to the Companies Registry of the Directorate of Societes Anonymes and Credit at the General Secretarial of the Ministry of Finance, Competitiveness and Mercantile Marine (former Ministry of Development) on the 20th of November 2009. The terms of the Common Draft are subject to approval by the General Meetings of the merging companies. The merging companies will take all action necessary to obtain the required permits or approvals from the competent Regulatory Authorities.
The terms of the Merger Plan are the following:
1. The merger is effected 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 Cypriot law with the (amending) Companies Act (Nr. 4) 2007 and in Greek law with Law 3777/2009 “Re Cross-border Mergers of Capital Companies and other provisions”, as well as in accordance with Cypriot (especially articles 198 – 201(xxiv) of the Companies Act) and Greek (especially articles 68 para. 2 and 69-77a of codified law 2190/1920 on Societes Anonymes) laws.
2. On the date of effect of this merger the Absorbed Company will be wound up and will no longer exist, but without being subjected to liquidation. The shares of the Absorbed Company will be cancelled and its assets and liabilities will be transferred to the Absorbing Company, which will substitute the Absorbed Company, ipso iure and without any further requirements in accordance with the Law, in all its rights, obligations, administrative permits or approvals and equitable relations of the Absorbed Company, such transfer being equal to global succession.
3. In accordance with the information included in the Financial Statements of the Absorbing Company on 30.6.2009, its issued share capital amounted on 30.6.2009 and still amounts to seven hundred sixteen million fifteen thousand seven hundred twenty four euros (€716,015,724.00), divided into eight hundred forty two million three hundred seventy one thousand four hundred forty (842,371,440) ordinary (common) shares of a par value of eighty five cents (0.85) each. In accordance with the information included in the Transformation Balance Sheet of the Absorbed Company, its share capital amounted on 30.6.2009 and still amounts to date to three hundred sixty six million eight hundred forty six thousand one hundred forty nine euros and seventy two cents (€366,846,149.72) divided into two hundred eighty eight million eight hundred fifty five thousand two hundred thirty six (288,855,236) ordinary registered shares of a par value of one euro and twenty seven cents (1.27) each. On 30.6.2009 the Absorbing Company held and currently holds two hundred eighty million two hundred sixty one thousand three hundred seventeen (280,261,317) common registered shares in the Absorbed Company of a par value of one euro and twenty seven cents (1.27) each, i.e. 97.025% of its total share capital as rounded. According to article 201(xxi) para. 5 of the Cypriot Companies Act and article 12 para. 5 of Greek law 3777/2009, the shares of the Absorbing Company are not exchangeable with shares in the Absorbed Company held by the Absorbing Company itself.
4. The shares to which the shareholders of the Absorbed Company are entitled (except from the Absorbing Company itself as stated above) will be exchanged with ordinary (common) shares of the Absorbing Company. The ratio of exchange of the new shares to be issued by the Absorbing Company to said beneficiaries was specified by the Merging Companies’ Boards of Directors taking into account the net position of the merging companies on 30.6.2009, adjusted only as to the value of holdings of the Absorbed Company in order for the Absorbed Company’s holdings to be evaluated at fair value instead of the acquisition cost. The net position of the Absorbing Company as above amounted on 30.6.2009 to three billion four hundred thirty nine million nine hundred sixty three thousand four hundred ninety two euros (€3,439,963,492), i.e. 4.0836658612 euros per share. The net position of the Absorbed Company as above amounted on 30.6.2009 to seven hundred ninety three million five hundred seven thousand eight hundred forty eight euros (€793,507,848), i.e. 2.7470779446 euros per share. In this light, the new shares in the Absorbing Company will be disposed to the Absorbed Company’s shareholders (except from the Absorbing Company itself as stated above), holding eight million five hundred ninety three thousand nine hundred nineteen (8,593,919) shares, in accordance with the following exchange ratio, which is considered fair and reasonable: The shareholders of the Absorbed Company will receive 0.672990008 new ordinary (common) shares in the Absorbing Company, of a par value of eighty five cents (0.85) each, for each one (1) old common registered share in the Absorbed Company of a par value of one euro and twenty seven cents (€1.27) each. Therefore, the number of new common shares in the Absorbing Company, to which the Absorbed Company’s shareholders are entitled, amounts upon rounding to five million seven hundred eighty one thousand one hundred twenty one (5,781,121) ordinary (common) shares of a par value of eighty five cents (0.85) each. Apart from the shares to be given to the shareholders of the Absorbed Company, no amounts will be paid to them in cash for offsetting shares to which they are entitled pursuant to applicable laws. Any fractional balances will be settled by decisions of the General Meetings, which are competent to approve these Common Draft Terms of Cross-border Merger. The shareholders of the Absorbing Company will still hold the same number of ordinary (common) shares in the Absorbing Company, of a par value of eighty five cents (0.85) each, which they held prior to the date of effect of the merger. Based on the above, the share capital of the Absorbing Company will be increased, as a result of the merger through absorption, by the amount of four million nine hundred thirteen thousand nine hundred fifty two euros and eighty five cents (€4,913,952.85), corresponding to the new shares to which the Absorbed Company’s shareholders are entitled (except from the Absorbing Company itself), i.e. to five million seven hundred eighty one thousand one hundred twenty one (5,781,121) ordinary (common) shares in the Absorbed Company, of a par value of eighty five cents (0.85) each. The new shares will be disposed to the Absorbed Company’s shareholders in accordance with the aforementioned exchange ratio. As of the date of effect of the merger, the issued share capital of the Absorbing Company will amount to seven hundred twenty million nine hundred twenty nine thousand six hundred seventy six euros and eighty five cents (€720,929,676.85) divided into eight hundred forty eight million one hundred fifty two thousand five hundred sixty one (848,152,561) ordinary (common) shares of a par value of eighty five cents (0.85) each.
5. The dematerialized securities accounts of the shares of the Merging Companies will be credited with the new shares of the Absorbing Company by virtue of a relevant register and in accordance with the requirements to be specified for the shareholders by the competent bodies, in compliance with the existing applicable time-limits pursuant to the procedures of the Cyprus Stock Exchange and the Athens Stock Exchange.
6. As of the date of effect of the merger, the shareholders of the Absorbed Company will be entitled to participate in the Absorbing Company’s profits of each fiscal year, including the fiscal year, which began on 1.1.2009.
7. As of the date following the preparation of the Absorbed Company’s Transformation Balance Sheet, based on which the ratio of exchange of the Absorbed Company’s shares with the new shares in the Absorbing Company, and the other terms of merger, were specified, i.e. as of 1.7.2009 and until the date of effect of the Merging Companies’ merger, the deeds of the Absorbed Company will be considered from an accounting point of view to be effected on behalf of the Absorbing Company, and the financial results of the Absorbed Company from that date and until the entering of the merger into effect will be considered as results of the Absorbing Company, and the relevant amounts will be transferred to its books in one or more consolidating entries.
8. There are no shareholders having special rights and no special rights are granted to beneficiaries of titles other than shares.
9. No special privileges are granted to the experts scrutinizing the Common Draft Terms of Cross-border Merger and to the members of administrative, supervisory or auditing bodies of the Merging Companies.
10. There are no speculated consequences on the employment relations of the merging companies’ personnel. According to article 201(xxi) para. 4 of the Cypriot Companies Act and article 12 para. 4 of Greek law 3777/2009, the rights and obligations of the Absorbed Company arising from labor contracts or employment relations existing as at the date of effect of the cross-border merger will be transferred, in view of the entering of the cross-border merger into effect, to the Absorbing Company on the date of effect of the cross-border merger.
11. As soon as possible following publication of the draft terms of the merger, in compliance with the provisions of article 201(xxiii) of the Cypriot Companies Act, all necessary arrangements will be made in order to inter into negotiations with the representatives of the employees of the Merging Companies regarding their role in the company to result from the cross-border merger and the establishment of a special negotiation team pursuant to articles 6 and 7 of Cypriot Law 277(I) 2004.
12. The creditors and minority shareholders of the Absorbing and the Absorbed Company will exercise their rights in accordance with the provisions of Cypriot Companies Act and Greek Law 3777/2009, and they may request free of charge information on the content of the above provisions and the ways they may exercise their rights, by referring to the Absorbing Company at its office in Nicosia, Cyprus (154 Limassol Street, 2025) or to the Absorbed Company at its premises in Thessaloniki (20 Mitropoleos & Komninon Streets, 546 24) and at Ampelokipi Athens Branch (141 Papadiamantopoulou Avenue, 115 27).
The shareholders of the merging companies have the right of examining and obtaining copies of the relevant documents of the merger in accordance with the relevant legislation at the above mentioned addresses accordingly. The above documents are already at the disposal of the shareholders of the merging companies.
The Boards of Directors of the two companies announced on Monday the Common Draft Terms of Cross Border Merger through absorption of “Marfin Egnatia Bank S.A.” by “Marfin Popular Bank Public Co Ltd”. The shareholders of Marfin Egnatia will receive 0, 6726990008 new ordinary shares of Marfin Popular Bank of nominal value €0.85 for every old ordinary share of Marfin Egantia of nominal value €1.27.
As a result, the number of new common shares of Marfin Popular that the shareholders of Marfin Egnatia are entitled to stands at 5,781,121 ordinary (common) shares of nominal value €0.85. The shareholders of Marfin Egnatia will have the right to participate in the profits of Marfin Popular, including the year started 1.1.2009.
The announcement is as follows:
[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 Cypriot law with the (amending) Companies Act (Nr. 4) 2007 and in Greek law with Law 3777/2009 “Re Cross-border Mergers of Capital Companies and other provisions”, as well as in accordance with Cypriot (especially articles 198 – 201(xxiv) of the Companies Act) and Greek (especially articles 68 para. 2 and 69-77a of codified law 2190/1920 on Societes Anonymes) laws]
The Boards of Directors of the Cypriot public limited liability company under the name “MARFIN POPULAR BANK PUBLIC CO LTD”, with registered office in Nicosia, Cyprus, at 154 Limassol Street, registered in the Companies Section of the Department of the Registrar of Companies of the Republic of Cyprus under nr. 1, (hereinafter referred to as the “Absorbing Company”), and the Greek societe anonyme bancaire under the name “MARFIN EGNATIA BANK SA” with the distinctive title “MARFIN EGNATIA BANK”, with registered office in the Municipality of Thessaloniki, at 20 Mitropoleos & Komninon Streets, registered in the Companies Registry of the Directorate of Societes Anonymes and Credit at the General Secretariat of the Ministry of Finance, Competitiveness and Mercantile Marine (former Ministry of Development) under nr. 6072/06/Β/86/11 (hereinafter referred to as the “Absorbed Company”) announce that 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 Cypriot law with the (amending) Companies Act (Nr. 4) 2007 and in Greek law with Law 3777/2009 “Re Cross-border Mergers of Capital Companies and other provisions”, as well as in accordance with Cypriot (especially articles 198 – 201(xxiv) of the Companies Act) and Greek (especially articles 68 para. 2 and 69-77a of codified law 2190/1920 on Societes Anonymes) laws, have signed the Common Draft Terms of a Cross-Border Merger dated 13.11.2009 under which the above named companies will merge through the absorption of the second by the first company. The Common Draft Terms of Cross-Border Merger has been subjected to the publication requirements of the provisions of the (Cypriot) Companies Act of 2007 and the (Greek) Law 3777/2009. In particular, it was submitted to the Registrar of Companies of the Republic of Cyprus on the 19th of November 2009 and published in the Gazette of the Republic of Cyprus on the 20th of November 2009 and was also submitted to the Companies Registry of the Directorate of Societes Anonymes and Credit at the General Secretarial of the Ministry of Finance, Competitiveness and Mercantile Marine (former Ministry of Development) on the 20th of November 2009. The terms of the Common Draft are subject to approval by the General Meetings of the merging companies. The merging companies will take all action necessary to obtain the required permits or approvals from the competent Regulatory Authorities.
The terms of the Merger Plan are the following:
1. The merger is effected 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 Cypriot law with the (amending) Companies Act (Nr. 4) 2007 and in Greek law with Law 3777/2009 “Re Cross-border Mergers of Capital Companies and other provisions”, as well as in accordance with Cypriot (especially articles 198 – 201(xxiv) of the Companies Act) and Greek (especially articles 68 para. 2 and 69-77a of codified law 2190/1920 on Societes Anonymes) laws.
2. On the date of effect of this merger the Absorbed Company will be wound up and will no longer exist, but without being subjected to liquidation. The shares of the Absorbed Company will be cancelled and its assets and liabilities will be transferred to the Absorbing Company, which will substitute the Absorbed Company, ipso iure and without any further requirements in accordance with the Law, in all its rights, obligations, administrative permits or approvals and equitable relations of the Absorbed Company, such transfer being equal to global succession.
3. In accordance with the information included in the Financial Statements of the Absorbing Company on 30.6.2009, its issued share capital amounted on 30.6.2009 and still amounts to seven hundred sixteen million fifteen thousand seven hundred twenty four euros (€716,015,724.00), divided into eight hundred forty two million three hundred seventy one thousand four hundred forty (842,371,440) ordinary (common) shares of a par value of eighty five cents (0.85) each. In accordance with the information included in the Transformation Balance Sheet of the Absorbed Company, its share capital amounted on 30.6.2009 and still amounts to date to three hundred sixty six million eight hundred forty six thousand one hundred forty nine euros and seventy two cents (€366,846,149.72) divided into two hundred eighty eight million eight hundred fifty five thousand two hundred thirty six (288,855,236) ordinary registered shares of a par value of one euro and twenty seven cents (1.27) each. On 30.6.2009 the Absorbing Company held and currently holds two hundred eighty million two hundred sixty one thousand three hundred seventeen (280,261,317) common registered shares in the Absorbed Company of a par value of one euro and twenty seven cents (1.27) each, i.e. 97.025% of its total share capital as rounded. According to article 201(xxi) para. 5 of the Cypriot Companies Act and article 12 para. 5 of Greek law 3777/2009, the shares of the Absorbing Company are not exchangeable with shares in the Absorbed Company held by the Absorbing Company itself.
4. The shares to which the shareholders of the Absorbed Company are entitled (except from the Absorbing Company itself as stated above) will be exchanged with ordinary (common) shares of the Absorbing Company. The ratio of exchange of the new shares to be issued by the Absorbing Company to said beneficiaries was specified by the Merging Companies’ Boards of Directors taking into account the net position of the merging companies on 30.6.2009, adjusted only as to the value of holdings of the Absorbed Company in order for the Absorbed Company’s holdings to be evaluated at fair value instead of the acquisition cost. The net position of the Absorbing Company as above amounted on 30.6.2009 to three billion four hundred thirty nine million nine hundred sixty three thousand four hundred ninety two euros (€3,439,963,492), i.e. 4.0836658612 euros per share. The net position of the Absorbed Company as above amounted on 30.6.2009 to seven hundred ninety three million five hundred seven thousand eight hundred forty eight euros (€793,507,848), i.e. 2.7470779446 euros per share. In this light, the new shares in the Absorbing Company will be disposed to the Absorbed Company’s shareholders (except from the Absorbing Company itself as stated above), holding eight million five hundred ninety three thousand nine hundred nineteen (8,593,919) shares, in accordance with the following exchange ratio, which is considered fair and reasonable: The shareholders of the Absorbed Company will receive 0.672990008 new ordinary (common) shares in the Absorbing Company, of a par value of eighty five cents (0.85) each, for each one (1) old common registered share in the Absorbed Company of a par value of one euro and twenty seven cents (€1.27) each. Therefore, the number of new common shares in the Absorbing Company, to which the Absorbed Company’s shareholders are entitled, amounts upon rounding to five million seven hundred eighty one thousand one hundred twenty one (5,781,121) ordinary (common) shares of a par value of eighty five cents (0.85) each. Apart from the shares to be given to the shareholders of the Absorbed Company, no amounts will be paid to them in cash for offsetting shares to which they are entitled pursuant to applicable laws. Any fractional balances will be settled by decisions of the General Meetings, which are competent to approve these Common Draft Terms of Cross-border Merger. The shareholders of the Absorbing Company will still hold the same number of ordinary (common) shares in the Absorbing Company, of a par value of eighty five cents (0.85) each, which they held prior to the date of effect of the merger. Based on the above, the share capital of the Absorbing Company will be increased, as a result of the merger through absorption, by the amount of four million nine hundred thirteen thousand nine hundred fifty two euros and eighty five cents (€4,913,952.85), corresponding to the new shares to which the Absorbed Company’s shareholders are entitled (except from the Absorbing Company itself), i.e. to five million seven hundred eighty one thousand one hundred twenty one (5,781,121) ordinary (common) shares in the Absorbed Company, of a par value of eighty five cents (0.85) each. The new shares will be disposed to the Absorbed Company’s shareholders in accordance with the aforementioned exchange ratio. As of the date of effect of the merger, the issued share capital of the Absorbing Company will amount to seven hundred twenty million nine hundred twenty nine thousand six hundred seventy six euros and eighty five cents (€720,929,676.85) divided into eight hundred forty eight million one hundred fifty two thousand five hundred sixty one (848,152,561) ordinary (common) shares of a par value of eighty five cents (0.85) each.
5. The dematerialized securities accounts of the shares of the Merging Companies will be credited with the new shares of the Absorbing Company by virtue of a relevant register and in accordance with the requirements to be specified for the shareholders by the competent bodies, in compliance with the existing applicable time-limits pursuant to the procedures of the Cyprus Stock Exchange and the Athens Stock Exchange.
6. As of the date of effect of the merger, the shareholders of the Absorbed Company will be entitled to participate in the Absorbing Company’s profits of each fiscal year, including the fiscal year, which began on 1.1.2009.
7. As of the date following the preparation of the Absorbed Company’s Transformation Balance Sheet, based on which the ratio of exchange of the Absorbed Company’s shares with the new shares in the Absorbing Company, and the other terms of merger, were specified, i.e. as of 1.7.2009 and until the date of effect of the Merging Companies’ merger, the deeds of the Absorbed Company will be considered from an accounting point of view to be effected on behalf of the Absorbing Company, and the financial results of the Absorbed Company from that date and until the entering of the merger into effect will be considered as results of the Absorbing Company, and the relevant amounts will be transferred to its books in one or more consolidating entries.
8. There are no shareholders having special rights and no special rights are granted to beneficiaries of titles other than shares.
9. No special privileges are granted to the experts scrutinizing the Common Draft Terms of Cross-border Merger and to the members of administrative, supervisory or auditing bodies of the Merging Companies.
10. There are no speculated consequences on the employment relations of the merging companies’ personnel. According to article 201(xxi) para. 4 of the Cypriot Companies Act and article 12 para. 4 of Greek law 3777/2009, the rights and obligations of the Absorbed Company arising from labor contracts or employment relations existing as at the date of effect of the cross-border merger will be transferred, in view of the entering of the cross-border merger into effect, to the Absorbing Company on the date of effect of the cross-border merger.
11. As soon as possible following publication of the draft terms of the merger, in compliance with the provisions of article 201(xxiii) of the Cypriot Companies Act, all necessary arrangements will be made in order to inter into negotiations with the representatives of the employees of the Merging Companies regarding their role in the company to result from the cross-border merger and the establishment of a special negotiation team pursuant to articles 6 and 7 of Cypriot Law 277(I) 2004.
12. The creditors and minority shareholders of the Absorbing and the Absorbed Company will exercise their rights in accordance with the provisions of Cypriot Companies Act and Greek Law 3777/2009, and they may request free of charge information on the content of the above provisions and the ways they may exercise their rights, by referring to the Absorbing Company at its office in Nicosia, Cyprus (154 Limassol Street, 2025) or to the Absorbed Company at its premises in Thessaloniki (20 Mitropoleos & Komninon Streets, 546 24) and at Ampelokipi Athens Branch (141 Papadiamantopoulou Avenue, 115 27).
The shareholders of the merging companies have the right of examining and obtaining copies of the relevant documents of the merger in accordance with the relevant legislation at the above mentioned addresses accordingly. The above documents are already at the disposal of the shareholders of the merging companies.
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