17 Feb 2020 16:50
BANK AUDI S.A.L.
Bab Idriss - Omar Daouk StreetBank Audi Plaza, P.O. Box 11-2560Beirut - Lebanon
INFORMATION STATEMENT
February 17, 2020
Dear Global Depositary Receipt Holder:
Reference is hereby made to the Amended and Restated Deposit Agreement dated February 25, 2019 (as may be amended from time to time, the "Deposit Agreement") between Bank Audi s.a.l. (the "Bank")) and The Bank of New York Mellon, in its capacity as depositary (the "Depositary"), relating to the Global Depositary Receipts issued in respect of common shares of the Bank (the "GDRs"), each GDR representing one common share with a nominal value L.L. 1,670 (the "Common Shares"). Capitalized terms used herein without otherwise being defined shall have the respective meanings assigned thereto in the Deposit Agreement.
The Depositary, as the shareholder of record of the Common Shares evidenced by GDRs, has received notice of the Extraordinary General Meeting of the Shareholders of the Bank to be held on March 6, 2020 (the "General Meeting"), at the Bank's head office in Beirut, which (among other things) sets forth the agenda for such General Meeting. References in this Information Statement (this "Information Statement") to the "Holder" of any GDR shall mean the person registered as the holder of such GDR on the books of the Depositary. In accordance with Section 5 of the Deposit Agreement, a copy of such notice and agenda is being sent hereby to each person who is a Holder on February 18, 2020, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to March 5, 2020, being the corresponding record date set by the Bank in respect of the General Meeting).
As set forth in such notice, at the General Meeting, shareholders of the Bank, including the Depositary, will be asked to consider and vote upon the following agenda:
1. Verification of the completion of the procedures for the increase in the Bank's capital through the conversion of the cash contributions into common shares in accordance with the resolution of the Extraordinary General Meeting held on February 20, 2020;
2. Listing of the newly-issued Common Shares on the Beirut Stock Exchange; and
3. Discharge of the Chairman and members of the Board of Directors in respect of activities related to the Capital Increase.
Each Holder is hereby requested to return to the Depositary voting instructions, as provided in this Information Statement, by which such Holder may give instructions to the Depositary to vote for or against each and any resolution specified in such agenda.
After careful consideration, the Board of Directors recommends a vote in favor of each such resolution.
Yours very truly,
Samir Hanna
Chairman - General Manager
Bank Audi
INFORMATION STATEMENT
Table of Contents
Page
AVAILABLE INFORMATION...................................................................................................................................... 3
VOTING RIGHTS OF HOLDERS................................................................................................................................. 3
SUMMARY BACKGROUND INFORMATION.......................................................................................................... 3
VOTING INSTRUCTIONS.............................................................................................................................................. 4
INFORMATION REGARDING BANK AUDI S.A.L................................................................................................. 5
AVAILABLE INFORMATION
No person has been authorized to give any information or to make any representation other than those contained in this Information Statement, and, if given or made, such information or representation must not be relied upon as having been authorized by the Bank. No delivery of this Information Statement nor any offer or distribution of any securities to which this Information Statement relates shall, under any circumstances, create any implication that there has been no change in the affairs of the Bank since the date of this Information Statement or that any information contained or referred to herein is correct as of any time subsequent to the date as of which it is given. This Information Statement does not constitute the solicitation of a proxy to or from any person in any jurisdiction to or from whom it is unlawful to make such offer or solicitation within such jurisdiction.
VOTING RIGHTS OF HOLDERS
In accordance with Section 5 of the GDRs, the Depositary is seeking voting instructions from the Holders in order to exercise or cause to be exercised the voting rights in respect of the Deposited Shares, as directed by such voting instructions, to the extent permitted by Lebanese Law.
Common Shares, which have been withdrawn from the deposit facility under the Deposit Agreement and transferred on the Bank's register of members to a person other than the Depositary or its nominee, may be voted by the registered owner thereof; however, Holders may not receive sufficient advance notice of the General Meeting to enable them to withdraw Deposited Shares and vote at the General Meeting.
SUMMARY BACKGROUND INFORMATION
I. Verification of the completion of the issuance of new Common Shares
On December 26, 2019, the Board of Directors resolved to propose to the General Assembly of Shareholders to accept USD-denominated cash contributions convertible into Common Shares ("Cash Contributions") from holders of Common Shares, and further recommended that the General Assembly converts such Cash Contributions, immediately, into Common Shares at a conversion price of USD 1.11 per share.
On February 13, 2020, and in consideration of:
(i) The earlier receipt by the Bank of commitments by Shareholders holding the majority of the Bank's capital to make Cash Contributions in accordance with the terms proposed by the Board of Directors, and the anticipated receipt of further commitments;
(ii) The receipt by the Bank of the formal preliminary approval of the Central Bank of Lebanon (dated February 5, 2020) on the terms of the Cash Contributions as proposed by the Board of Directors;
(iii) The anticipated approval on February 20, 2020, by the Extraordinary General Meeting of Shareholders of the Bank (the "February EGM") of the Cash Contributions and their conversion into common shares, and accompanying increase of the Bank's capital pursuant to said conversion; and
(iv) The expected receipt of all remaining regulatory approvals and expected completion of all remaining formalities before the Extraordinary General Meeting of March 6, 2020;
the Board of Directors resolved to convene the Extraordinary General Meeting of Shareholders of the Bank to meet again on March 6, 2020 in order to verify the completion of the procedures for the increase in the Bank's capital through the conversion of the Cash Contributions into Common Shares in accordance with the resolution of the Extraordinary General Meeting held on February 20, 2020;
II. Listing of the newly-issued Common Shares on the Beirut Stock Exchange;
As all of the Bank's shares are listed on the Beirut Stock Exchange, the Board has also recommended to the Extraordinary General Meeting of Shareholders the listing of the newly-issued Common Shares on the Beirut Stock Exchange;
III. Summary of Matters Submitted to the General Meeting for Approval
Accordingly, the Board of Directors of the Bank has convened the General Meeting to consider and approve the following resolutions:
1. Verification of the completion of the procedures for the increase in the Bank's capital through the conversion of the Cash Contributions into Common Shares in accordance with the resolution of the Extraordinary General Meeting held on February 20, 2020;
2. Listing of the newly-issued Common Shares on the Beirut Stock Exchange; and
3. Discharge of the Chairman and members of the Board of Directors in respect of activities related to the Capital Increase.
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VOTING INSTRUCTIONS
Each Holder is hereby requested to return to the Depositary voting instructions, in the form provided separately by the Depositary for this purpose, by which such Holder may give instructions to the Depositary to vote for or against each and any resolution specified in the agenda for the General Meeting.
In order for a voting instruction to be valid, the above-mentioned form of voting instructions must be completed and duly signed by the respective Holder (or in the case of instructions received from the clearing systems should be received by authenticated SWIFT message or market standard authenticated message format) and returned to the Depositary by the date that the Depositary shall specify in such form of voting instructions.
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INFORMATION REGARDING BANK AUDI S.A.L.
For information regarding the Bank, Holders are advised to review the following documents:
- The Bank's Annual Report for 2018 encompassing:
o The Audited financial statements of the Bank as of and for the year ended December 31, 2018 and the accompanying notes and auditors' report;
o The "Management Discussion and Analysis" which summarizes the Bank's activity during the year ended December 31, 2018.
The above documents can be downloaded from Bank Audi's website: www.bankaudigroup.com or may be obtained free of charge from the Bank and the Depositary at the addresses set forth below:
The Depositary:
The Bank of New York Mellon - Depositary Receipts
240 Greenwich Street, 22nd Floor
New York, NY 10286
Attn: Mr. Tony Tooma
Email: tony.tooma@bnymellon.com
Phone: 1 (212) 815 - 2136
The Bank:
Bank Audi s.a.l.
Bab IdrissOmar Daouk StreetBank Audi Plaza, P.O. Box 11-2560BeirutLebanon
Attn: The Group Corporate Secretary
Email: Corporate.Secretary@bankaudi.com.lb
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