14 Jul 2009 09:17
INFORMATION STATEMENT
July 14, 2009
Dear Global Depositary Receipt Holder:
Reference is hereby made to the Deposit Agreement dated October 23, 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 LL 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 July 27, 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 July 9, 2009, which is the record date (the "Record Date") established by the Depositary for this purpose (which is as near as practicable to July 24, 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. Verification of the increase of the nominal value of each remaining share then constituting the Bank’s capital (irrespective of the class thereof) as a result of the cancellation of the Series “C” Preferred Shares, and verification of the adequate
completion of the procedures of the capital increase that resulted from the rounding of the nominal value of each such
share up to LL12,250 (twelve thousand two hundred and fifty);
2. Increase of the Bank’s capital up to LL10,379,951,750 through the issuance of up to 847,343 ordinary shares reserved to the owners of stock options who have exercised their options;
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.
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 Deposited Shares and vote at the Assembly.
SUMMARY BACKGROUND INFORMATION
Increase in Nominal Value:
On May 7, 2009, the Extraordinary General Assembly of Shareholders of the Bank (the "May EGA") resolved, among other things, to cancel the 4,000,000 Series "C" Preferred Shares and increase the Bank's capital by LL 299,236,250 through the incorporation of free reserves. Such capital increase was proposed in order to round the nominal value of each remaining share then constituting the Bank's capital up to LL 12,250. On July 1, 2009, the Central Bank of Lebanon acting through its Central Council approved the resolutions of the May EGA. Pursuant to Lebanese Law, the Extraordinary General Assembly of Shareholders should convene to verify the increase of the nominal value of the remaining shares then constituting the Bank's capital as a result of the cancellation of the Series "C" Preferred Shares and to verify the completion of the procedures of the capital increase.
Increase in Capital Relating to the Stock Options:
On February 2, 2006, the Extraordinary General Assembly of 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 5,000,000 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 2,981,576 Stock Options on April 26, 2006 at an exercise price of USD 27.19 per Share and 170,112 Stock Options on May 10, 2007 at an exercise price of USD USD 40.33 per 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 2009 to date, a total of 791 optionees have exercised, in whole or in part, their vested Stock Options relating to a total of 229,552 Shares (out of 847,343 Stock Options exercisable in 2009). Among those optionees exercising their vested Stock Options, two Directors and one (non-Director) Senior Executive exercised their Stock Options for a total 67,500 Shares.
In order to effect the issuance of Shares against the exercised Stock Options, (i) the Bank's capital must be increased through the issuance of (x) 220,848 Shares at a price equivalent to the exercise price of the corresponding Stock Options of USD 27.19 per Share and (y) an additional 8,704 Shares at a price equivalent to the exercise price of the corresponding Stock Options of USD 40.33 per Share, with the difference, in each case, between the respective exercise price per Share and the nominal value of each such Share being accounted for as issue premium; (ii) the newly-issued Shares must be allocated, at the relevant price, to the optionees who exercised their Share 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.
Actions Requested:
The Extraordinary General Assembly of Shareholders of the Bank is requested to resolve and authorise the foregoing actions.
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; and
The consolidated audited financial statements of the Company as of and for the year ended December 31, 2008 and the accompanying notes and auditors report.
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