22 May 2015 07:05
INFORMATION STATEMENT
May 21, 2015
Dear Global Depositary Receipt Holder:
Reference is hereby made to the Amended and Restated Deposit Agreement dated May 10, 2010 (as may be amended from time to time, the "Deposit Agreement") between Bank Audi s.a.l. (the "Bank")) and Deutsche Bank Trust Company Americas, in its capacity as depositary (the "Depositary"), relating to Global Depositary Receipts issued in respect of common shares of the Bank (the "GDRs"), each GDR representing one common share, nominal value L.L. 1,650 per common share (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 Common Shares evidenced by GDRs, has received notice of the Extraordinary General Meeting of the Shareholders of the Bank to be held on June 9, 2015 (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 Clause 13 of the Deposit Agreement and Condition 23 of the GDRs, a copy of such notice and agenda is being sent hereby to each person who is a Holder on May 22, 2015, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to June 8, 2015, 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. Cancellation of the series "E" Preferred Shares and increase of the Bank's capital in order to round the nominal value of each individual share up to LL1,656;
2. Amendment of the Bank's By-Laws, including, in particular articles 6 and 8, in order to reflect the foregoing;
3. Submission of the actions described in items 1 and 2 for approval by the Central Bank of Lebanon acting through its Central Council; and
4. Granting to the Chairman of the Board of Directors and to the Group Chief Executive Officer (acting severally) of the necessary powers to perform all acts and procedures in pursuit of all of the foregoing resolutions.
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 favour of each such resolution.
Yours very truly,
Raymond Audi
Chairman - General Manager
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 authorised 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 Condition 12 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
In 2010, Bank Audi issued 1,250,000 Redeemable Series "E" Preferred Shares at US$ 100 per Series "E" Preferred Share. The terms of the Series "E" Preferred Shares provided, amongst other things, that the Bank may, at its option and subject to certain conditions, redeem and cancel all of the Series "E" Preferred Shares within 60 days following the later of (i) the date of the General Meeting of Shareholders of the Bank at which the annual audited financial statements of the Bank for the year ended December 31, 2014 are approved or (ii) the fifth anniversary of the Issue Date and annually thereafter, in each case, at a redemption price equal to U.S.$100 per Series E Preferred Share, plus any declared but unpaid distributions..
In its meeting held on March 19, 2015 the Board of Directors of the Bank resolved to redeem and cancel the Series "E" Preferred Shares. The Bank has confirmed that all conditions precedent to the redemption of the Series E Preferred Shares have been fulfilled, including that the Bank is in compliance with all relevant applicable ratios and regulations of the Central Bank of Lebanon and including the availability of sufficient free reserves for the purpose of such redemption. Such redemption is expected to be completed on June 1, 2015.
Pursuant to the terms of the Series "E" Preferred Shares, and upon their redemption, the Series "E" Preferred Shares shall be cancelled and the nominal value of each of the remaining shares constituting the outstanding share capital of the Bank shall be adjusted to reflect such cancellation. This adjustment of the nominal value of each remaining share would result in the increase of the nominal value of each of the remaining shares constituting the outstanding share capital from L.L. 1,650 to L.L. 1,655.111534. In order to round the nominal value of each individual share up to L.L. 1,656, for practical purposes, the Board of Directors has resolved, subject to the approval of the General Assembly and of the Central Bank of Lebanon, to increase the capital of the Bank by L.L. 358,495,224 through the incorporation of free reserves.
Accordingly, the Board of Directors of the Bank has convened the General Assembly to consider the following:
1. Cancellation of the series "E" Preferred Shares and increase of the Bank's capital in order to round the nominal value of each individual share up to LL1,656;
2. Amendment of the Bank's By-Laws, including, in particular articles 6 and 8, in order to reflect the foregoing;
3. Submission of the actions described in items 1 and 2 for approval by the Central Bank of Lebanon acting through its Central Council; and
4. Granting to the Chairman of the Board of Directors and to the Group Chief Executive Officer (acting severally) of the necessary powers to perform all acts and procedures in pursuit of all of the foregoing resolutions.
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.
INFORMATION REGARDING BANK AUDI S.A.L.
For information regarding the Bank, Holders are advised to review the following documents:
- The Audited financial statements of the Bankas of and for the year ended December 31, 2014 and the accompanying notes and auditors' report;
- The consolidated unaudited financial statements of the Bank as at March 31, 2015; and
- The Bank's Annual Report for 2014.
The above documents (in Arabic or English, or both, as the case may be) may be obtained free of charge from the Bank and the Depositary at the addresses set forth below:
The Depositary:
Deutsche Bank Trust Company Americas
Winchester House
1 Great Winchester Street
London EC2N 2DB
The Bank:
Bank Audi s.a.l.
Bab IdrissOmar Daouk StreetBanque Audi Plaza, P.O. Box 11-2560BeirutLebanon
Attn: The Corporate Secretary