21 Apr 2009 14:00
INFORMATION STATEMENT
April 21, 2009
Dear Global Depositary Receipt Holder:
Reference is hereby made to the Deposit Agreement dated 23 October 1997 (as amended, the "Deposit Agreement") between Bank Audi S.A.L. - Audi Saradar Group (as successor to Banque Audi S.A.L.) (the "Company") and Deutsche Bank Trust Company Americas, in its capacity as depositary (the "Depositary") relating to Global Depositary Receipts issued in respect of shares of the Company ("GDRs"), each GDR representing one common share, nominal value L.L. 11,000 per share (the "Shares"), of the Company. 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 Shares evidenced by GDRs, has received notice of the Extraodinary General Assembly of Shareholders of the Company to be held on May 7, 2009 (the "General Assembly"), at the Company's head office in Beirut, which (among other things) sets forth the agenda for such General Assembly. References in 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 12 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 April 21, 2009, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to May 6, 2009, being the corresponding record date set by the Company in respect of the General Assembly).
As set forth in such notice, at the General Assembly, shareholders of the Company, including the Depositary, will be asked to consider and/or vote upon the following agenda:
1. Cancellation of the Series "C" Preferred Shares and the resulting reduction of the total number of issued shares of the Bank by four million (4,000,000) shares and the corresponding increase of the nominal value of the remaining shares by an amount equivalent to the nominal value of the cancelled Series "C" Preferred Shares;
2. Increase of the Bank's capital by L.L. 299,236,250 through the incorporation of free reserves in order to round the nominal value of each individual share up to L.L. 12,250 ;
3. Amendment of the Bank's By-Laws, in particular articles 6 and 8, to reflect the foregoing; and
4. Other matters relating to the above-mentioned subjects.
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,
Georges Gedeon Achi
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 Company. 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 Company 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 Deposit Agreement relating to 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.
Shares which have been withdrawn from the depositary facility and transferred on the Company'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 Assembly to enable them to withdraw the shares and vote at the Assembly.
SUMMARY BACKGROUND INFORMATION
In 2004, Bank Audi issued 4,000,000 Redeemable Series "C" Preferred Shares at US$ 25 per Series "C" Preferred Share. The terms of the Series "C" Preferred Shares provided, amongst other things, that the Bank may, at its option and subject to certain conditions, redeem and cancel all of the Series "C" Preferred Shares within five business days following the date of the Annual Ordinary General Assembly at which the 2008 audited financial statements of the Company are approved (such Assembly was duly convenend on April 21, 2009 and approved such financial statements), in its sole discretion at a price of US$25.00 per share plus any declared but unpaid Series "C" Distributions.
In its meeting held on November 18, 2008 the Board of Directors of the Bank resolved to redeem and cancel the Series "C" Preferred Shares. The Bank has confirmed that all conditions precedent to the redemption of the Series C Preferred Shares have been fulfilled, including that the Bank is in compliance with all relevant applicable ratios and regulations of the Central Bank of Lebanon and including the availability of sufficient free reserves for the purpose of such redemption. Such redemption is expected to be completed on April 27, 2009.
Pursuant to the terms of the Series "C" Preferred Shares, and upon their redemption, the Series "C" Preferred Shares shall be cancelled and the nominal value of each of the remaining shares constituting the outstanding share capital of the Bank shall be adjusted to reflect such cancellation.
This adjustment of the nominal value of each remaining share would result in the increase of the nominal value of each of the remaining shares constituting the outstanding share capital from L.L. 11,000 to L.L. 12,241.55639. In order to round the nominal value of each individual share up to L.L. 12,250, for practical purposes, the Board of Directors has resolved, subject to the approval of the General Assembly and of the Central Bank of Lebanon, to increase the capital of the Bank by L.L. 299,236,250 through the incorporation of free reserves.
Accordingly, the Board of Directors of the Bank has convened the General Assembly to consider the following:
1. Cancellation of the Series "C" Preferred Shares and the resulting reduction of the total number of issued shares of the Bank by four million (4,000,000) shares and the corresponding increase of the nominal value of the remaining shares by an amount equivalent to the nominal value of the cancelled Series "C" Preferred Shares;
2. Increase of the Bank's capital by L.L. 299,236,250 through the incorporation of free reserves in order to round the nominal value of each individual share up to L.L. 12,250;
3. Amendment of the Bank's By-Laws, in particular articles 6 and 8, to reflect the foregoing; and
4. Other matters relating to the above-mentioned subjects.
The proposed resolutions are subject to approval by 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 Depository 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 Assembly.
In order for a voting instruction to be valid, the above 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 Company, Holders are advised to consult the following documents:
The Company's Annual Report for 2007;
The standalone (unconsolidated) audited financial statements of the Company as of and for the year ended December 31, 2008 and the accompanying notes and auditors report; and
The report of the Board of Directors about the Company's activity during the year ended December 31, 2008.
The above documents (in Arabic or English, or both, as the case may be) may be obtained free of charge from the Company 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 Compnay:
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