Efg-hold.gdr S Regulatory News (EFGD)

7 Feb 2006 10:12

EFG-Hermes Holdings SAE07 February 2006 EFG-Hermes Holding SAE announces the following: 1. The extraordinary general shareholders meeting held on February 2, 2006 approved the resolutions of the board of directors regarding the increase of the issued capital of the Company from L.E.405,370,050 to L.E.485,370,050 within the authorized capital amounting lo L.E.700 million by issuing 16 million shares at the fair value amounting to L.E. 115 for each shares (L.E.5 being the par value and L.E.110 to be added to the reserves). Such fair value has been approved by the auditors by virtue of KPMG's certificate dated 2/1/2006. In addition, a placement fee of US$1 for each share shall be applied. The shares representing the increase in capital have been offered in a private placement to qualified investors in order to finance the acquisition of shares in Audi Bank, as an exception to the provisions of Article (18) of the statutes of the Company regarding the priority rights of the existing shareholders. The extraordinary general shareholders meeting unanimously approved the above and ratified the increase in capital. Subscription shall be made automatically by way of debiting the credit balances of the qualified investors participating in the private placement. 2. The extraordinary general shareholders meeting approved, upon the request of certain shareholders attending the meeting, and upon the waiver by the extraordinary general shareholders meeting of the priority rights of the existing shareholders with respect to the private placement, affording the shareholders the opportunity to participate in the private placement, pro rata to their percentage of shareholding, and that the percentage of participation by the qualified investors in the private placement shall be reduced proportionately by the amount deposited by the shareholders before the expiry of the private placement duration, provided that the shareholders, if they wish to participate in the private placement, shall be subject to the same-terms and conditions of the private placement, except for the minimum participation which amounts to US$10 million for each qualified investor. 3. The extraordinary general shareholders meeting approved the increase of the authorized capital from L.E.700 million to L.E.3200, the increase of the issued capital in a second phase after completion of the procedures required for the first phase, by issuing 194,148,020 shares to be offered to the shareholders as at the date determined in the invitation to subscribe to the rights issue in phase two, at a par value of L.E.5 for each share, and the amendment of statutes in implementation of the increase in capital in its phases one and two. The Conditions of Participation in the Private Placement 1. The shareholders registered as at the end of the trading session of February 9, 2006 may participate in the private placement pro rata to their shareholding in the issued capital. 2. Payment shall be made in US Dollars at the price of US$20,05, equivalent to the fair value amounting to L.E.115 for each share, on the basis that the exchange rate is L.E.5,7358 for US$1. 3. Payment must be made within the period stipulated in this announcement. 4. Each participant wishing to participate shall pay US$1 for each share as placement fees. 5. Each participant has the right to review the private placement memorandum to be made available at the branches of the bank, accepting the participation related to the private placement, provided that each participant shall sign a confidentiality undertaking with respect to the information contained therein. The Name of the Company EFG-Hermes Holding SAE The Head Office 58 Tahrir Street, Dokki, Guiza The Form of the Company A joint stock company under Capital Market Law No, 95 for 1992. Type of Issued Shares Nominal ordinary shares Commercial Registration 64214 Guiza, dated April 2, 1984. The Auditor Hazem Hassan and Partners (KPMG) The Purpose of the Private Placement Financing the acquisition of 20% of the shares of Audi Bank Commencement Date of Participation in the Private Placement February 12,2006 Date of Closing the Private Placement February 19,2006 The Bank Accepting Participations in the Private Offering Arab African International Bank from 8:30 AM to 8:00 PM at the following branches: Heliopolis Branch at 24 Cleopatra Street, Ard El Golf Branch at 13 Tag El Din El Sobky Street, Marghani Branch at 140 El Marghani Street, Roxy Branch at 6 Boutros Ghaly Street, Kasr El Eini Branch at 8 Mohamed Naguib Street, Garden City, Mohandesseen Branch at 48 Geziret Al Arab Street, Mohandesseen, Cairo Branch at 44 Abdel Khalek Sarwat Street, Cairo, Shooting Club Branch at 12 Shooting Club Street, Dokki, Maadi Branch at Street No, 9 Maadi Palace Building, Alexandria Branch at 73 Eng. Ahmed Mohamed Ismail Street, Wabour El Maya, Documents Required to Participate in the Private Placement 1. Copy of the ID for a physical person or the commercial registration of any juristic person. 2. A statement of account for each shareholder issued by the relevant custodian in order to prove ownership of the shares on the relevant date. 3. Acknowledgement by each participant confirming his consent to the private placement conditions. 4. An undertaking issued by the brokerage companies, on behalf of their clients, confirming the validity of the information contained in the application for participation. Financial Advisor EFG Hermes, Legal Advisor Shalakany Law Office This announcement has been published upon approval by the Capital Market Authority No. 774 dated 5/2/2006. Chairman and CEO Co-Chairman and CEO Yasser El Mallawany Hassan Heikal This information is provided by RNS The company news service from the London Stock Exchange