8 Jul 2011 08:19
INFORMATION STATEMENT
July 8, 2011
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 July 25, 2011 (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 July 8, 2011, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to July 22, 2011, 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 increase of the Bank's share capital through the issuance of up to 1,326,490 Common Shares reserved to the owners of Stock Options who have exercised their Stock Options in 2011 and the determination of their issuance terms;
2. The listing of such newly-issued Common Shares on the Beirut Stock Exchange;
3. The amendment of the Bank's By-Laws, in particular Articles 6 and 8, to reflect the actions described in items 1 and 2 above;
4. The submission of the actions described in items 1-3 inclusive for approval by the Central Bank of Lebanon, acting through its Central Council; and
5. The granting of the necessary powers for the implementation of the actions approved by the General Meeting.
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,
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 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
On February 2, 2006, the Extraordinary General Meeting of the Shareholders of the Bank approved the establishment of a stock option plan and authorized the issuance thereunder of options (the "Stock Options") relating to up to 50,000,000 Common Shares, at a price equal to or in excess of par value, to be awarded to executives and other employees of the Bank. It also delegated to the Board of Directors the authority to select the beneficiaries (or "optionees"), and to set additional terms, for each grant of Stock Options.
The Board of Directors granted, on April 26, 2006, Stock Options entitling the owners thereof, upon exercise, to receive 29,815,760 Common Shares at an exercise price of USD 2.719 per Common Share and granted, on May 10, 2007, additional Stock Options entitling the owners thereof, upon exercise, to receive 1,701,120 Common Shares at an exercise price of USD 4.033 per Common Share. All Stock Options (irrespective of their issue date) are partially subject to certain performance criteria and, provided such performance criteria are met (as applicable), become exercisable, from time to time, in part, over a period of three or four years (as the case may be).
During 2011 to date, a total of 363 optionees have exercised, in whole or in part, their vested Stock Options relating to a total of 962,830 Common Shares (out of Stock Options relating to 1,326,490 Common Shares exercisable in 2011). Optionees who have exercised their vested Stock Options in 2011 do not include any Director of the Bank but include one (non-Director) General Manager who exercised his Stock Options for a total of 225,000 Common Shares.
In order to effect the issuance of Common Shares against the exercised Stock Options, (i) the Bank's capital must be increased through the issuance of (x) 708,610 Common Shares at a price equivalent to the exercise price of the corresponding Stock Options of USD 2.719 per Common Share and (y) an additional 254,220 Common Shares at a price equivalent to the exercise price of the corresponding Stock Options of USD 4.033 per Common Share, with the difference, in each case, between the respective exercise price per Common Share and the nominal value of each such Common Share being accounted for as issue premium; (ii) the newly-issued Common Shares must be allocated, at the relevant price, to the optionees who exercised their Stock Options, respectively; and (iii) the Bank's By Laws, including, in particular (but without limitation) Articles 6 (Capital) and 8 (Type of Shares), must be amended as necessary to reflect the above.
As per applicable Lebanese regulations, the aforementioned proposed actions are subject to approval by the Central Bank of Lebanon, acting through its Central Council.
Actions Requested:
The General Meeting is thus requested to resolve and authorize:
1. The increase of the Bank's share capital through the issuance of up to 1,326,490 Common Shares reserved to the owners of Stock Options who have exercised their Stock Options in 2011 and the determination of their issuance terms;
2. The listing of such newly-issued Common Shares on the Beirut Stock Exchange;
3. The amendment of the Bank's By-Laws, in particular Articles 6 and 8, to reflect the actions described in items 1 and 2 above;
4. The submission of the actions described in items 1-3 inclusive for approval by the Central Bank of Lebanon, acting through its Central Council; and
5. The granting of the necessary powers to the Chairman of the Board of Directors for the implementation of the actions approved by the General Meeting.
Upon completion of all actions described above, subject to required approvals, the Bank's share capital will increase to L.L. 455.4 billion (from L.L. 454.2 billion at the date hereof) and comprise 349,439,944 Common Shares (increased from 348,477,114 Common Shares at the date hereof) and 13,750,000 preferred shares, each with a nominal value of L.L. 1,254, while the Bank's consolidated shareholders' equity, excluding variations and profits realized since March 30, 2011, will increase from L.L. 3,612 billion (USD 2,396 million), at the date hereof, to L.L. 3,616 billion (USD 2,399 million).
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 2010. Copies of the Bank's annual report for 2010 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