27 Aug 2014 17:00
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, JAPAN AND AUSTRALIA
Announcement by
Bank Audi s.a.l.
The Extraordinary General Assembly of Shareholders of Bank Audi s.a.l. (the "Bank") convened on August 26, 2014 and resolved to approve the Bank's proposed capital increase (the "Capital Increase") through the issuance of Common Shares in the Bank (the "New Shares") and the issuance of warrants for shares in its wholly-owned subsidiaryOdea Bank A.Ş. ("Warrants"), as further described in the Information Statement posted by the Bank on August 8, 2014. The minutes of the meeting can be viewed at:
http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail.html?announcementId=12063112
Following the decision of the Extraordinary General Assembly, the Bank is pleased to provide further details to holders of its global depositary receipts ("GDRs") regarding the Capital Increase as it affects GDR holders. The Capital Increase is expected to be comprised of the First Capital Increase and the Second Capital Increase. 50,000,000 New Shares are expected to be issued in the Capital Increase, together with three Warrants per New Share. The "First Capital Increase" is initially reserved to existing shareholders (including GDR Holders) by way of an issue of rights (the "Rights") to subscribe for common shares, together with three Warrants per New Share. Each existing shareholder shall be allocated Rights pro rata to the number of shares held by such shareholder. The "Second Capital Increase" is expected to be comprised of the issuance of 10,000,000 New Shares, together with three Warrants per New Share, reserved to new investors. Each Warrant will entitle the holder, during the warrant exercise period, to purchase a share in the Bank's subsidiary, Odea Bank S.A. The subscription period for the GDR Holders who wish to participate in the Capital Increase is expected to begin on September 1, 2014 and to end on September 10, 2014, subject to extension.
Common Shares to be issued in the First Capital Increase and to be subscribed on behalf of GDR Holders will be represented by new GDRs (the "New GDRs"), each representing one New Share. Subscriptions for New GDRs may only be made by Eligible Holders (as defined below) of GDRs in proportion to their respective holdings of GDRs on the GDR Record Date. The record date for GDR holders is September 1, 2014 (the "GDR Record Date"). The Capital Increase is not being underwritten. Reference is made to the Amended and Restated Deposit Agreement dated May 10, 2010 between the Bank and the Depositary named therein.
Notices containing further information with respect to the Capital Increase and instructions as to certifying eligibility will be circulated to GDR holders via Euroclear and Clearstream. GDR holders that certify that they are eligible to participate in the Capital Increase will receive additional information, including details and procedures for subscription. Subscriptions for Warrants and residual securities will not take place through the Depositary and will take place through the Bank directly, as more fully-described in the Bank's notices relating to the Capital Increase.
The offer to participate in the First Capital Increase is not being extended to U.S. persons or into the United States, and no subscriptions will be accepted from holders in the United States. The offer and sale of shares and GDRs pursuant to the Capital Increase are also subject to restrictions in other jurisdictions.
Investors should make their own assessment of the merits and risks involved in acquiring, holding or disposing of common shares or GDRs in the Bank, including investment, tax, legal or accounting matters.
GDR holders should note that the clearing systems will establish their own cut-off dates and times for. Eligible Holders are responsible for determining the cut-off time that applies to them and acting, or instructing their financial intermediaries to act, before that time.
For the purposes of the First Capital Increase, an "Eligible Holder" is: (i) a GDR Holder who is not a "U.S. person" (as defined in Regulation S under the U.S. Securities Act of 1933, as amended), or are broker-dealers acting as agents on behalf of their customer which is not a U.S. person (as defined in Regulation S under the Securities Act) and such customer has confirmed to them in writing that it is the beneficial owner of the Shares deposited with the Depositary; and (ii) a GDR Holder who (a) is resident outside the EEA; or (b) is resident in the EEA and is a "Qualified Investor" for the purposes of the Prospectus Directive; or (c) is resident in the EEA and is not a "Qualified Investor", provided, however, that the Capital Increase will only be available to no more than 100 (or 150, as the case may be) natural or legal persons, other than Qualified Investors, in each member state of EEA and that in the event that Subscription Forms with Exercise Instructions with respect to the Capital Increase are submitted by 100 (or 150, as the case may be) or more GDR Holders resident in one member state of the EEA that are not Qualified Investors, all Exercising Holders (as defined below) from that member state will be excluded from the Capital Increase.
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DISCLAIMER:
This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The potential Capital Increase and distribution of this document and other information in connection with the potential capital increase in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not constitute an offer of securities for sale in the United States. Neither the Rights, nor the GDRs and the shares represented by them, nor the Warrants have been or will be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state securities laws. The Bank does not intend to register any securities or conduct any public offering in the United States, and no offering of the securities described herein will be made by the Bank or any other person in the United States. Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other regulatory authority has approved or disapproved the securities nor have any of the foregoing authorities passed upon or endorsed the merits of this rights issue or the accuracy or adequacy of this Notice. Any representation to the contrary is a criminal offence in the United States.
To the extent that distribution of this announcement is deemed to constitute an offer of Rights, GDRs, shares or Warrants in any Member State of EEA that has implemented Directive 2003/71/EC, as amended (together with any implementing measures, the "Prospectus Directive"), such offer will only be addressed to and this document is intended for distribution only to Qualified Investors and/or will only be available to fewer than 100 or, if the relevant Member State has implemented the relevant provisions of Directive 2010/73/EU, 150 natural or legal persons (other than Qualified Investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, or will otherwise be made in circumstances that do not require the Bank to publish a prospectus pursuant to the Prospectus Directive.
In the United Kingdom, this announcement may be only distributed to and may be directed only at persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended. The Bank has not authorized any offer of the GDRs to the public in the United Kingdom under the Financial Services and Markets Act 2000 ("FSMA"). The GDRs may not lawfully be offered or sold to persons in the United Kingdom except in circumstances which do not result in an offer to the public in the United Kingdom within the meaning of FSMA or otherwise in compliance with the applicable provisions of FSMA.