6 Apr 2010 14:57
Invitation to Subscribe for the Capital Increase of Byblos Bank SAL
Further to the resolution of the Extraordinary General Assembly held on February 19, 2010, calling for the capital increase of Byblos Bank SAL by way of issue of /142,378,760/ new common shares for which the Bank's holders of common and preferred shares may subscribe,
The Chairman of the Board of Directors of Byblos Bank SAL, delegated by the above-mentioned Extraordinary General Assembly, is pleased to announce the following:
First- Information on the capital increase
1- The Extraordinary General Assembly of the Bank's shareholders held on February 19, 2010 decided to increase the capital of the Bank from LBP/516,834,898,800/ to LBP/689,113,198,400/, i.e. for an amount of LBP/172,278,299,600/ by way of issue of /142,378,760/ new common shares with a par value of LBP/1,210/ each, having the same rights and obligations as the common shares. The issued shares shall have the right to receive dividends for 2010.
2- Upon subscription for each of the shares to be issued as above-mentioned, every subscriber shall pay USD /1.75/ (One American dollar and seventy-five cents) representing the par value of each share being LBP/1,210/ plus a premium.
3- Subscription and payment shall take place at Byblos Bank SAL which shall, at a later stage, duly pay up the par value of the subscribed shares at the Central Bank of Lebanon.
4- Shareholders may assign their preemptive right to others ("Assignees"), whether from among the shareholders or not, according to the below process.
Second- Process of assignment and trading of preemptive rights
1- The shares for which the Bank's holders of common (including priority) and preferred shares may exercise their subscription right, are /142,378,760/ common shares.
2- The preemptive right to subscribe to the new shares is granted to the existing shareholders (including holders of preferred and priority shares), on a non-reducible basis at a rate of one new share for every three old shares. However, subscriber shareholders and subscriber assignees may at the same time subscribe, on a reducible basis, for the number of shares they wish.
3- Shareholders may assign their preemptive right to subscribe for these shares to other shareholders or to non-shareholders under the mechanism stated below.
4- Assignment and trading of subscription rights may be done on the OTC market operated by the Beirut Stock Exchange or outside the Stock Exchange, within the period set here below.
5- Assignment of the subscription right is subject to the approval of the Central Bank of Lebanon in the cases set forth in Article 4 of Law no 308/2001 related to the issuance and trading of bank shares.
Third- Period for the assignment and trading of subscription rights on the Stock Exchange
1- The period for the assignment and trading of subscription rights shall start on Thursday April 15, 2010 and shall expire at the end of business on Friday May 14, 2010 (the "trading period"). Byblos Bank SAL filed to the committee of Beirut Stock Exchange a request for the listing and trading of the preemptive rights to subscribe for the new shares on the OTC market of Beirut Stock Exchange within the above-mentioned period.
2- April 9, 2010 shall be the last day for the trading of the Bank's shares of all classes cum rights (whose transfer includes the preemptive rights to subscribe for the capital increase).
Fourth- Invitation to subscribe for the new shares and subscription period
1- The period for subscription shall commence for the holders of subscription rights from among shareholders and assignees six days after the expiry of the period for assignment and trading of the subscription rights as mentioned in clause THIRD above.
2- Therefore, the period for subscription for the shares to be issued being /142,378,760/ common shares shall commence on Thursday May 20, 2010 and shall end on Monday May 31, 2010 at 10:00 am.
3- Upon subscription, each subscriber shall pay for each new share issued as above-mentioned, USD /1.75/ (One American dollar and seventy-five cents) representing the par value of the share being LBP /1,210/ per share plus a premium.
4- Subscription and payment shall take place at Byblos Bank SAL which will, at a later stage, duly pay up the par value of the subscribed shares at the Central Bank of Lebanon.
5- The preemptive right to subscribe for the aggregate amount of the new shares shall be granted to the existing shareholders (including holders of preferred and priority shares), on a non-reducible basis, at the rate of one new share for every three old shares.
6- Subscriber shareholders and subscriber assignees may at the same time subscribe, on a reducible basis, for the number of shares they wish.
7- Upon subscription, the subscriber shall pay the whole value of the shares subscribed for, whether on a reducible or non-reducible basis, including the premium.
8- Shares subscribed for on a reducible basis, if any, shall be distributed to subscribers in proportion to their rights and within the limit of their demand.
9- If, as a result of the subscription process, the number of shares attributable to the subscriber on a reducible basis shows to be less than the number of shares he asked to subscribe for and paid the value thereof, the difference shall be reimbursed to him upon the completion of the capital increase process.
10- The Extraordinary General Assembly has delegated the Board of Directors and/or the Chairman and/or the Vice-Chairman to determine how to distribute the fraction of shares, to proceed with such distribution and to determine any other terms of subscription whenever necessary.
FIFTH- Information on the company in accordance with Articles /206/ and /81/ of the Code of Commerce
1- Denomination of the company: Byblos Bank SAL
2- The company is registered with the Commercial Register of Beirut under number 14150 and on the list of banks under number 39.
3- Head office: Beirut-Ashrafieh, Elias Sarkis Ave, Byblos Tower building.
4- Branches: 75 branches within Beirut and in the remaining Lebanese regions. In addition to 20 branches overseas (3 in Europe, 9 in Syria, 2 in Sudan, 3 in Armenia, 2 in Iraq, and 1 in Cyprus).
5- Subject: Mainly carry out within and outside Lebanon all banking and financial transactions.
6- Duration: ninety-nine years as of the date of its final incorporation unless the company is dissolved before its term or its term is extended.
7- Current capital, distribution and paying up: LBP /516,834,898,800/ divided into /427,136,280/ registered shares with a par value of LBP /1,210/ each fully paid up. It shall become further to the capital increase decided by the Extraordinary General Assembly held on February 19, 2010, LBP /689,113,198,400/ divided into /569,515,040/ registered shares with a par value of LBP /1,210/ each, among which /359,491,317/ common shares, /206,023,723/ priority shares and /4,000,000/ preferred shares.
8- No payments in kind.
9- Article 71 of the Articles of Incorporation determined the distribution of profits as follows:
The following shall be deducted, on an annual basis, from the net profits:
1) 10% for the formation of the legal reserve.
2) Any amount that shall be allocated as a reserve for unforeseen banking risks.
3) Any statutory reserve, if any, stated in the Bank's internal regulations.
4) Any profits to be allocated without distribution in accordance with the prevailing circulars of the Bank of Lebanon and the Banking Control Commission.
5) Board emoluments whenever approved.
6) Amounts relating to preferred shares as decided by the annual General Assembly.
7) Amounts relating to priority shares.
8) Amounts allocated to the formation of a special reserve and/or the profits carried forward to the subsequent financial year pursuant to a resolution of the General Assembly.
9) After making the above deductions, the balance of the net profits shall be distributed equally among the common shares including priority ones.
No profits for a given year shall be distributed to common and priority shares before the preferred shares receive their share of profits for said year.
Upon the Board's proposal, the Assembly may decide not to distribute, reduce, or allocate the dividends for additional amortization. Dividends shall be paid at such dates and at such places as the Board may determine. Uncollected dividends shall be time-barred after the lapse of five years from maturity date.
10- Number and powers of the Board of Directors: the Company is managed by a board of directors formed of twelve members elected by the General Assembly as follows:
- Dr. François Semaan Bassil
- Semaan François Bassil
- Dr. Samir Makdessi
- Dr. Nasser Saidi
- Arthur Nazarian
- Sami Farid Haddad
- Dr. Hassan Najib Mounla
- Bassam Albert Nassar
- Fayçal Tabsh
- Ahmad Toufic Tabbarah
- Moussa Maksoud
- Abdel Hady Shayef
The Board of Directors has the broadest powers for the implementation of the General Assembly resolutions and the performance of all acts required for the proper conduct of unusual business.
The emoluments of the Board members consist of a flat sum as attendance fee or of a percentage of the net profits which nature and value shall be determined by the General Assembly. Such emoluments shall be entered under "General Expenses". As for the emoluments of the Board members who hold managerial positions in the Company, they shall be determined by the Board of Directors.
Details of the provisions of clause FIFTH above are made available at the Bank.
PS: Whoever may want to subscribe for the capital increase is requested to make his own assessment of the subscription issue. As such, Byblos Bank SAL, its management and employees have not interfered and will not interfere in this matter in any way whatsoever.
François Semaan Bassil
Chairman- General Manager