10 Dec 2013 07:46
INFORMATION STATEMENT
December 10 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 LBP 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 Extraordinary General Meeting of the Shareholders of the Bank to be held on December 27, 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 December 10, 2013, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to December 26, 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. To introduce a change in the name of the Company and amend the By-Laws accordingly.
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 the 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 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.............................................................................................................................................................. 3
Information regarding Bank Audi s.a.l. - Audi Saradar Group...................................................................................... 4
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
In its meeting held on November 20, 2013, the Board of Directors determined that it would be beneficial for the Bank to amend its name to become "Bank Audi s.a.l." instead of "Bank Audi s.a.l. - Audi Saradar Group". In making such determination, the Board has considered the similarity with names of other groups that are currently active in the Lebanese financial sector and believes that this similarity may lead to a potential confusion in the minds of the Bank's customers and other stakeholders, as well as in the market generally.
The Board of Directors has thus resolved to propose to the General Meeting to amend article 3 of the Company's By-Laws (Name), to reflect the change of the Company's name from "Bank Audi s.a.l. - Audi Saradar Group" to "Bank Audi s.a.l.".
Further to the above, the Board of Directors has convened the General Meeting to consider and approve the following resolution:
1. To approve, subject to the further approval of the Central Bank of Lebanon (acting through its Central Council), the change of the name of the Company to "Bank Audi s.a.l." and the corresponding amendment to Article 3 of the Company's By-Laws ("Name") to reflect this change and to grant the necessary powers to the Chairman and CEO to effect such change.
In accordance with Lebanese regulation, the aforementioned resolution will be subject to the approval of the Central Bank of Lebanon, acting through its Central Council.
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 financial statements of the Bank as of and for the year ended December 31, 2012 and the accompanying notes and auditors' report thereto;
- The consolidated unaudited financial statements of the Bank as at September 30, 2013.
Copies of these 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