BOCH.L Regulatory News (BOCH)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, TAKEOVER RULES 2013 ("IRISH TAKEOVER RULES") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER RULES AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, OR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

19 August 2022

LSF XI Investments LLC ("Lone Star")

Statement regarding possible offer for Bank of Cyprus Holdings plc ("Bank of Cyprus" or "the Company")

Lone Star notes the market speculation regarding Bank of Cyprus and confirms that it made a cash proposal to the Board of Bank of Cyprus to acquire the issued, and to be issued, share capital of the Company at a price of 1.51 Euro per share (the "Possible Offer"). The Possible Offer was rejected by the board of Bank of Cyprus.

There can be no certainty that any offer will be made, nor as to the terms on which any such offer might be made.

In accordance with Rule 2.6(a) of the Irish Takeover Rules, Lone Star must, by no later than 5.00 p.m. on 30 September 2022, either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Rules or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Rules applies. This deadline may be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Rules.

Pursuant to Rule 2.5 of the Irish Takeover Rules, Lone Star reserves the right to vary the form and / or mix of the offer consideration and vary the transaction structure. Lone Star also reserves the right to amend the terms of any offer (including making the offer on less favourable terms or at a lower price than 1.51 Euro per share):

a) with the recommendation or consent of the Bank of Cyprus Board;

b) if Bank of Cyprus announces, declares or pays any dividend or any other distribution or return of value to its shareholders after the date of this announcement, in which case Lone Star reserves the right to make an equivalent adjustment to its proposed offer;

c) following the announcement by Bank of Cyprus of a whitewash transaction pursuant to the Irish Takeover Rules; or

d) if a third party announces a firm intention to make an offer for Bank of Cyprus on less favourable terms or at a lower price than 1.51 euro per share.

A further announcement will be made as and when appropriate.

Enquiries:

Important Notices

The directors of Lone Star accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Further Information

This announcement does not constitute an offer to sell or invitation to purchase any securities. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Applicable takeover regulations

Any offer, if made, is expected to be implemented by way of a scheme of arrangement and therefore will be subject to the Irish Takeover Rules. However, Lone Star reserves its right to implement any offer by way of a takeover offer, in which case the Irish Takeover Panel and the Cyprus Securities and Exchange Commission will have shared jurisdiction in accordance with the EU Takeover Directive (2004/25/EC).

Disclosure Requirements under the Irish Takeover Rules

Under Rule 8.3(a) of the Irish Takeover Rules, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, wholly in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Irish Takeover Rules applies must be made by no later than 3.30 pm (Irish time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (Irish time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Irish Takeover Rules, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Irish Takeover Rules. A Dealing Disclosure by a person to whom Rule 8.3(b)of the Irish Takeover Rules applies must be made by no later than 3.30 pm (Irish time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rule 8 of the Irish Takeover Rules).

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

If you are in any doubt as to whether or not you are required to make an Opening Position Disclosure or a Dealing Disclosure, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.