14 May 2010 14:19
INFORMATION STATEMENT
May 14, 2010
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. - Audi Saradar Group (as successor to Banque 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 LL 12,250 per common share (the "Common Shares") (which will be reduced to LL 1,225 upon the effectiveness of the split of the Bank's outstanding share capital described below and as previously notified to Holders (as defined below)). 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 Extraodinary General Meeting of Shareholders of the Bank to be held on May 31, 2010 (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 a holder 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 17, 2010, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to May 28, 2010, 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. Further to the decision of the Extraordinary General Meeting of March 2, 2010, verification of the completion of the increase in the Bank's capital through the issuance of 1,250,000 Series "E" Preferred Shares, and of the subscription to, and full payment of, such Series "E" Preferred Shares; and
2. Further to the decision of the Extraordinary General Meeting of March 2, 2010, confirmation of the effectiveness of the split of the Bank's outstanding share capital, and of the adjustment of all rights (as applicable) attached to the share capital as a result of such split.
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 of the Bank (the "Board of Directors") recommends a vote in favor of each such resolution.
Yours very truly,
Raymond Audi
Chairman - General Manager
Bank Audi s.a.l. - Audi Saradar Group
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. - Audi Saradar Group...................................................................................... 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 depositary facility 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 Completion of Capital Increase
On March 2, 2010, the Extraordinary General Meeting approved the increase of the Bank's capital by the amount of LL 1,531,250,000 through the issuance of 1,250,000 Series "E" Preferred Shares with a nominal value of LL 1,225 each, and an issue premium for each Series "E" Preferred Share determined in US Dollars as the difference between U.S. $100.00 per Series "E" Preferred Share and the U.S. $ equivalent of LL 1,225 computed at the exchange rate prevailing on the first day of the subscription period.
On April 21, 2010, the Central Council of the Central Bank of Lebanon approved the resolutions of the Extraordinary General Meeting dated March 2, 2010 authorising this capital increase.
In accordance with applicable Lebanese Law, the General Meeting must convene again to verify the completion of the capital increase.
II. Confirmation of Entry into Effect of Split
On March 2, 2010, the Extraordinary General Meeting approved the 10-for-1 split of the Common Shares and the Series D Preferred Shares currently comprising the Bank's outstanding share capital and amended Articles 6 and 8 of the By-Laws consequently. Pursuant to the Condition 10 of the GDRs, the Depositary has determined to execute and deliver additional GDRs upon such split of the Bank's share capital and, accordingly, the GDRs will be split in a like manner.
The General Meeting must convene to take note of the entry into effect, as of May 24, 2010 (the first trading day on a post-split basis being May 25, 2010), of the split of the Bank's outstanding share capital, including the Bank's Common Shares and Series D Preferred Shares, as well as the GDRs, in each case, at a ratio of 10 to 1, and to confirm the consequent adjustment of all rights (as applicable) attached to the share capital as a result of such split, including all rights pertaining to the stock options granted by the Bank to some of its Directors and employees.
III. Summary of Matters Submitted to the General Meeting for Approval
Further to the above, the Board of Directors has convened the General Meeting to consider and approve the following resolutions:
1. Further to the decision of the Extraordinary General Meeting of March 2, 2010, verification of the completion of the increase in the Bank's capital through the issuance of 1,250,000 Series "E" Preferred Shares, and of the subscription to, and full payment of, such Series "E" Preferred Shares; and
2. Further to the decision of the Extraordinary General Meeting of March 2, 2010, confirmation of the effectiveness of the split of the Bank's outstanding share capital, and of the adjustment of all rights (as applicable) attached to the share capital as a result of such split.
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 voting instructions form 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.
BANK AUDI S.A.L. - AUDI SARADAR GROUP
For information regarding the Bank, Holders are advised to review the Bank's annual report for 2009. Copies of the the Bank's annual report for 2009 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
Attn: Mr. Stanley Jones
The Bank:
Bank Audi s.a.l. - Audi Saradar Group
Bab Idriss Omar Daouk Street Banque Audi Plaza, P.O. Box 11-2560 Beirut Lebanon
Attn: The Corporate Secretary