26 Nov 2010 10:09
INFORMATION STATEMENT
November 26, 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 (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. 1,254 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 December 13, 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 November 29, 2010, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to December 10, 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 for purposes of obtaining required confirmations of certain actions approved at the Extraordinary General Meeting of the Shareholders of the Bank held on October 1, 2010:
1. Confirmation of the completion of the implementation of Resolution No. 1 of the Extraordinary General Meeting held on October 1, 2010; and
2. Verification of the completion of the increase in the Bank's share capital through the exercise of Stock Options in accordance with Resolution No. 3 of the Extraordinary General Meeting held on October 1, 2010.
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 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
The Extraordinary General Meeting of the Shareholders of the Bank held on October 1, 2010 (the "October EGM") resolved, based on the Board of Directors' recommendation (in its meeting of August 5, 2010), inter alia, (i) as contemplated by Resolution No. 1 presented to the October EGM, to cancel 8,029,756 Common Shares comprising Deposited Property attributable to GDRs held by the Bank in treasury, increase the nominal value of all remaining shares (including both Common Shares and preferred shares) comprising the share capital of the Bank by an amount equivalent to the aggregate nominal value of the cancelled Common Shares and increase the Bank's share capital through the incorporation of general reserves in order to round the nominal value of each individual share up to LBP 1,254; and (ii) as contemplated by Resolution No. 3 presented to the October EGM, to issue 12,317,460 Common Shares reserved to the owners of Stock Options who have exercised their Stock Options.
On November 2, 2010, the Central Bank of Lebanon, acting through its Central Council, approved all of the resolutions approved at the October EGM, but noting that entry into effect of Resolutions Nos. 3, 4 and 5, all relating to the issuance of 12,317,460 Common Shares reserved to optionees who have exercised their Stock Options and approved at the October EGM, remained subject to the prior full implementation of the matters contemplated by Resolutions Nos. 1 and 2, both relating to the cancelation of 8,029,756 Common Shares and the increase of the Bank's share capital in order to round the nominal value of each individual share and also approved at the October EGM.
On November 11, 2010, the Board of Directors resolved that it has verified the implementation of the matters contemplated by Resolutions No. 1 and 2.
In accordance with applicable Lebanese Law, the General Assembly must convene again to:
1. Confirm the completion of the implementation of Resolution No. 1 of the Extraordinary General Meeting held on October 1, 2010; and
2. Verify the completion of the increase in the Bank's share capital through the exercise of Stock Options in accordance with Resolution No. 3 of the Extraordinary General Meeting held on October 1, 2010.
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.
BANK AUDI S.A.L. - AUDI SARADAR GROUP
For information regarding the Bank, Holders are advised to consult the following documents:
- The Bank's Annual Report for 2009; and
- The consolidated unaudited financial statements of the Bank as of and for the nine-month period ended September 30, 2010.
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
Attn: Mr. Stanley Jones
The Bank:
Bank Audi s.a.l. - Audi Saradar Group
Bab IdrissOmar Daouk StreetBanque Audi Plaza, P.O. Box 11-2560BeirutLebanon
Attn: The Corporate Secretary