13 Aug 2013 07:49
INFORMATION STATEMENT
August 13, 2013
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. 1,299 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 Ordinary General Meeting of the Shareholders of the Bank to be held on August 30, 2013 (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 August 14, 2013, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to August 29, 2013, 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. The issuance of unsecured Subordinated Notes, which are expected to constitute Tier II capital;
2. The submission of the action described in item 1 for approval by the Central Bank of Lebanon, acting through its Central Council; and
3. The granting to the Chairman of the Board of Directors and to the Group Chief Executive Officer (acting severally) of the necessary powers to seek required approvals, to set deadlines and to make all determinations and perform all other 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 of the Bank (the "Board of Directors") recommends a vote in favour of each such resolution.
Yours very truly,
Raymond Audi
Chairman - General Manager
Bank Audi s.a.l. - Audi Saradar Group
Bank Audi sal - Audi Saradar Group
INFORMATION STATEMENT
Table of Contents
Page
Available Information.......................................................................................................................................................... 3
Voting Rights of Holders..................................................................................................................................................... 3
Summary Background Information.................................................................................................................................... 3
Voting Instructions.............................................................................................................................................................. 5
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 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 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
I. Issuance of Subordinated Notes
In its meeting held on July 25, 2013, the Board of Directors, pursuant to a recommendation of its Group Executive Committee, determined that it would be beneficial to proceed with the issuance of unsecured Subordinated Notes to raise the Bank's Tier II capital. In making such determination, the Board of Directors considered the structure of the Bank's current equity, the Bank's expected growth and the current advantageous market conditions for the issuance of Subordinated Notes. The Board of Directors noted that, if the issuance of Subordinated Notes is approved, the net proceeds thereof will be used for general funding purposes (including, but not limited to, strengthening the equity structure and external growth). Accordingly, the Board of Directors resolved to propose to the General Meeting to approve the issuance of Subordinated Notes, on the indicative terms and conditions summarized below:
The Issuer: | Bank Audi s.a.l. - Audi Saradar Group (the "Issuer"). |
The Notes: | Subordinated Notes, being unsecured and ranking junior to all deposits and any senior debt of the Issuer. |
Issue Size: | Up to $350,000,000. |
Maturity: | Expected to be 15 October 2023, subject to acceleration or early redemption at the option of the Issuer. |
Interest: | 6.75%, payable quarterly in arrears, on a 30/360 basis, provided that, in accordance with Central Bank Basic Decision No. 6830, the payment of interest is subject to the availability of sufficient unconsolidated profit before tax for the relevant quarter. |
Early Redemption:
| Subject to certain conditions, the Notes are redeemable, in whole but not in part, at the option of the Issuer (i) at any time upon the occurrence of a change in any applicable law, or domestic or international regulation or standard, which would result in the proceeds of the issue, offer and sale of the Notes not being included in the Tier II capital of the Issuer; (ii) at any time after the first anniversary of the Issue Date for reasons relating to changes in applicable Lebanese taxes; or (iii) on any interest payment date falling on or after the fifth anniversary of the Issue Date. |
Ranking:
| In the event of a bankruptcy, suspension of payments, reorganization, dissolution, winding-up, liquidation or composition or arrangement with creditors of the Issuer, the claims of the holders of the Notes in respect of the Notes will rank junior in right of payment to the claims of holders of unsecured and unsubordinated payment obligations of the Issuer, pari passu with the claims of holders of all other subordinated indebtedness of the Issuer and in priority to the claims of the shareholders of the Issuer, including in respect of cash contributions to capital. The Notes rank pari passu among themselves. |
Taxation; Gross-Up: | All payments of principal and interest will be made after deduction or withholding for any present or future Lebanese taxes. Interest payable on the Notes is currently subject to withholding of Lebanese taxes at a rate of 5 per cent. If the Issuer shall be required to make any such deduction or withholding, it shall, subject to certain exceptions, pay the Noteholders such additional amounts in respect of Lebanese taxes as will result in the payment to the Noteholders of the amounts that would otherwise have been received by them in respect of payments on the Notes in the absence of such withholding or deduction; provided that, in order to benefit from the obligations of the Issuer to pay such additional amounts, a Noteholder is required to certify that it is entitled to the payment of additional amounts. A Noteholder who is a bank, financial institution or other trading entity, which is subject to income tax in Lebanon and is entitled to benefit from a tax credit under applicable Lebanese law, will not be entitled to the payment of any such additional amounts. |
Governing Law:
| The Notes, and any non-contractual obligation arising out of or in connection therewith, are governed by, and will be construed in accordance with, the laws of England and Wales, subject to compliance with mandatory provisions of Lebanese law. |
The disclosure above is only an indicative summary of certain terms and conditions proposed to be applicable to the contemplated Subordinated Notes. Nothing contained in this Information Statement shall constitute an offer of, or an invitation to subscribe for, the Subordinated Notes.
II. Submission for Approval by the Central Bank of Lebanon
The issuanceof the Subordinated Notes remains subject to the approval of the Central Bank of Lebanon and the Bank's shareholders.
III. Grant of Power
In its meeting held on July 25, 2013, the Board of Directors noted that the Notes described under section I above require the obtaining of certain authorizations and the completion of certain other acts. Accordingly, the Board of Directors resolved to propose to the General Assembly to approve, upon its approval of the actions described under section I above, to empower the Chairman of the Board of Directors and the Group Chief Executive Officer (acting severally) to seek all necessary authorizations (including, in particular, the approval of the Central Bank of Lebanon, acting through its Central Council) and to perform all acts and determinations as may be necessary or advisable in the completion of such matters as are approved, including the determination of the final size of the contemplated issuance within the aforementioned ceiling of USD 350,000,000.
IV. Summary of Matters Submitted to the General Assembly for Approval
Accordingly, the Board of Directors of the Bank has convened the General Assembly to consider and approve the following resolutions:
1. The issuance of unsecured Subordinated Notes, which are expected to constitute Tier II capital;
2. The submission of the action described in item 1 for approval by the Central Bank of Lebanon, acting through its Central Council; and
3. The granting to the Chairman of the Board of Directors and to the Group Chief Executive Officer (acting severally) of the necessary powers to seek required approvals, to set deadlines and to make all determinations and perform all other 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 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.
INFORMATION REGARDING BANK AUDI S.A.L. - AUDI SARADAR GROUP
For information regarding the Bank, Holders are advised to review the following documents:
- The Bank's Annual Report for 2012, which contains the audited annual consolidated financial statements of the Bank as at and for the year ended December 31, 2012 and the accompanying notes and auditor's report thereto; and
- The unaudited semi-annual consolidated statement of financial position and income statement of the Bank (without Notes) as at and for the six-month period ended June 30, 2013.
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