USB: EGM approved issue of rights and convertible bonds – BoD decided to issue Non-Convertible Bonds of up to €8m
8/12/2009 9:15
We wish to announce that the Extraordinary General Meeting of “USB BANK PLC” took place on 7/12/2009 at 4.00 pm, at the Bank’s registered office.
The EGM approved the following special resolution:
SPECIAL RESOLUTION
The Board of Directors is authorized to proceed with the issue and allocation of shares of nominal value €0.57 each at the price of €0.68 per share, which are offered on a pro rata basis to all shareholders registered in the registry of USB BANK PLC on the record date. The record date will be determined on the basis of the CSE timetables and will depend on the date of approval of the Prospectus by the SEC.
These shares are offered to the beneficiaries in the form of Rights to the ratio of 1 to1, that is, 1 Right for every existing share. For every 2 Rights allocated, each shareholder is entitled to purchase 1 new share against €0.68. The payment of the price by the shareholders who exercise the Rights for the acquisition of shares is carried out at the acceptance of the offer. In case that after the exercise of Rights by the shareholders, there are balances and/or unexercised Rights, they will be returned to the Board of Directors, which will dispose them at its sole discretion and under the same terms offered to the existing shareholders with an exercise price that will not be lower than €0.68 per share.
The new shares that will result will rank pari passu with the existing shares.
Pursuant to the provisions of article 60B(5) of the Companies’ Law Chapter 113 and taking into account the Articles of Association, the existing shareholders disclaim their preference rights in relation to the aforementioned allocation of indisposed shares after the expiry of Rights.
The Board of Directors is authorized to cooperate with the external consultants of the Company in the submission of an application to the CSE and the preparation of the relevant Prospectus for the issue, allocation and listing of the Rights and shares that will emerge, pursuant to the laws and the regulations.
With reference to Special Resolution (2), which was included in the notification dated November 6, 2009, it was proposed by the EGM for its amendment in relation to the price of conversion of the bond, which was set at €0.90 per Convertible Bond of nominal value €1.
Specifically, based on the proposed amendment, the last line of the seventh paragraph instead of being read as “The conversion price has been set at €0.90 per convertible bond of nominal value €1” being read as “For the period of conversion of 2012, the conversion price has been set at the average closing price of the share traded in the CSE 30 trading days prior to the start of each period of conversion. For the conversion periods of 2013, the conversion price has been set at the average closing price of the bank’s share trading in the CSE 30 days prior start of each period of conversion minus 5%. For the conversion periods of 2014, the conversion price has been set at the average closing price of the bank’s share trading in the CSE 30 days prior start of each period of conversion minus 15%.
With the assent of the Boards of Directors, the above amendment has been incorporated in Special Resolution 2, which was approved by the EGM.
Special Resolution 2
The Board of Directors is authorized to proceed with the issue and listing of Convertible Bonds of total nominal value €9,984,580 with the right for expansion of up to €14,976,869 under the following terms, which are offered on a pro rata basis to all shareholders registered on the record date. The record date will be determined on the basis of the CSE timetables and will depend on the date of approval of the Prospectus by the SEC.
The Convertible Bonds will be of nominal value €1 and will be issued to the ratio of €0.22 of Convertible Bond value with a right for expansion at the sole discretion of the Board of Directors to €0.33 per share held by the shareholders on the record date.
If the total issue of the Convertible Bonds is not covered by the beneficiaries, the Board of Directors is authorized to dispose the Convertible Bonds at its sole discretion.
The Convertible Bonds will be of 10-year duration and the beneficiaries may be registered paying fully the sum that corresponds to their application.
The annual interest rate for the first five years from the date of issue is stable 7.25% on the nominal value and for the next 5 years it will be stable 8.75% on the nominal value.
The interest rate period is six-month and the interest will be paid cash at the end of each period ending June 30 and December 31 of each year. The first interest payment will be paid on June 30, 2010.
The Convertible Bonds may be converted into ordinary shares during the periods of conversion. The periods of conversion are March 15-30 and September 15-30, 2012, March 15-30 and September 15-30, 2013 and March 15-30 and September 15-30, 2014.
For the period of conversion of 2012, the conversion price has been set at the average closing price of the share traded in the CSE 30 trading days prior to the start of each period of conversion. For the conversion periods of 2013, the conversion price has been set at the average closing price of the bank’s share trading in the CSE 30 days prior start of each period of conversion minus 5%. For the conversion periods of 2014, the conversion price has been set at the average closing price of the bank’s share trading in the CSE 30 days prior start of each period of conversion minus 15%.
The Bank has the right for an early acquisition of the Convertible Bond as a whole and not part of it, cash, in its nominal value together with any earned interests on June 30, 2015 or any interest payment date that follows, after the Central Bank of Cyprus approval.
The Convertible Bonds that will be acquired by the Company will be cancelled and the Company ceases to have any obligations in relation to this.
The Board of Directors is authorized to take all necessary measures for the offer and issue of Convertible Bonds, as well as the setting of all other issue terms.
In addition, the Board of Directors is authorized – if deemed necessary taking into account the prevailing conditions before the approval of the issue by the competent authorities – to change the issue terms of the Convertible Bonds as to the interest rate and to increase or decrease it by up to 1%, as well as to change the conversion price by up to 10%.
Pursuant to the provisions of article 60B(5) of the Companies’ Law Chapter 113 and taking into account the Articles of Association, the existing shareholders disclaim their preference rights in relation to the above issue of Convertible Bonds that will remain indisposed after the offer of the Convertible Bonds.
The Board of Directors is authorized to cooperate with the external consultants of the Company in the submission of an application to the CSE and the preparation of the relevant Prospectus for the issue, allocation and listing of the Convertible Bond and the shares that will emerge and will rank pari passu with the existing shares, pursuant to the relevant law and regulations.
Further to the approval of the aforementioned resolutions, the Bank will take all necessary measures to secure the approvals for the offer and the listing of Rights and the Convertible Bonds in the CSE, which include approvals of the a) the Prospectus by the SEC, b) the application for the listing of securities by the CSE. Given that the necessary approvals will be secured, the Convertible Bonds and the Rights as well as the new shares that will result will be listed in the CSE.
The nominal capital of the Bank will remain at €85,500,000 divided into 150,000,000 ordinary shares of nominal value €0.57 each.
We also wish to inform you that after the end of the EGM, the Board of Directors held a meeting and decided to issue Non-Convertible Bonds of 10-year duration of total value of up to €8,000,000 which will be offered with private placement to a limited number of persons who will submit an application of at least €100,000 each. The issue terms will be subject to the Central Bank’s approval. With the issue of bonds, the relevant applications for their listing in the CSE will be submitted to the CSE and the SEC.
The EGM approved the following special resolution:
SPECIAL RESOLUTION
The Board of Directors is authorized to proceed with the issue and allocation of shares of nominal value €0.57 each at the price of €0.68 per share, which are offered on a pro rata basis to all shareholders registered in the registry of USB BANK PLC on the record date. The record date will be determined on the basis of the CSE timetables and will depend on the date of approval of the Prospectus by the SEC.
These shares are offered to the beneficiaries in the form of Rights to the ratio of 1 to1, that is, 1 Right for every existing share. For every 2 Rights allocated, each shareholder is entitled to purchase 1 new share against €0.68. The payment of the price by the shareholders who exercise the Rights for the acquisition of shares is carried out at the acceptance of the offer. In case that after the exercise of Rights by the shareholders, there are balances and/or unexercised Rights, they will be returned to the Board of Directors, which will dispose them at its sole discretion and under the same terms offered to the existing shareholders with an exercise price that will not be lower than €0.68 per share.
The new shares that will result will rank pari passu with the existing shares.
Pursuant to the provisions of article 60B(5) of the Companies’ Law Chapter 113 and taking into account the Articles of Association, the existing shareholders disclaim their preference rights in relation to the aforementioned allocation of indisposed shares after the expiry of Rights.
The Board of Directors is authorized to cooperate with the external consultants of the Company in the submission of an application to the CSE and the preparation of the relevant Prospectus for the issue, allocation and listing of the Rights and shares that will emerge, pursuant to the laws and the regulations.
With reference to Special Resolution (2), which was included in the notification dated November 6, 2009, it was proposed by the EGM for its amendment in relation to the price of conversion of the bond, which was set at €0.90 per Convertible Bond of nominal value €1.
Specifically, based on the proposed amendment, the last line of the seventh paragraph instead of being read as “The conversion price has been set at €0.90 per convertible bond of nominal value €1” being read as “For the period of conversion of 2012, the conversion price has been set at the average closing price of the share traded in the CSE 30 trading days prior to the start of each period of conversion. For the conversion periods of 2013, the conversion price has been set at the average closing price of the bank’s share trading in the CSE 30 days prior start of each period of conversion minus 5%. For the conversion periods of 2014, the conversion price has been set at the average closing price of the bank’s share trading in the CSE 30 days prior start of each period of conversion minus 15%.
With the assent of the Boards of Directors, the above amendment has been incorporated in Special Resolution 2, which was approved by the EGM.
Special Resolution 2
The Board of Directors is authorized to proceed with the issue and listing of Convertible Bonds of total nominal value €9,984,580 with the right for expansion of up to €14,976,869 under the following terms, which are offered on a pro rata basis to all shareholders registered on the record date. The record date will be determined on the basis of the CSE timetables and will depend on the date of approval of the Prospectus by the SEC.
The Convertible Bonds will be of nominal value €1 and will be issued to the ratio of €0.22 of Convertible Bond value with a right for expansion at the sole discretion of the Board of Directors to €0.33 per share held by the shareholders on the record date.
If the total issue of the Convertible Bonds is not covered by the beneficiaries, the Board of Directors is authorized to dispose the Convertible Bonds at its sole discretion.
The Convertible Bonds will be of 10-year duration and the beneficiaries may be registered paying fully the sum that corresponds to their application.
The annual interest rate for the first five years from the date of issue is stable 7.25% on the nominal value and for the next 5 years it will be stable 8.75% on the nominal value.
The interest rate period is six-month and the interest will be paid cash at the end of each period ending June 30 and December 31 of each year. The first interest payment will be paid on June 30, 2010.
The Convertible Bonds may be converted into ordinary shares during the periods of conversion. The periods of conversion are March 15-30 and September 15-30, 2012, March 15-30 and September 15-30, 2013 and March 15-30 and September 15-30, 2014.
For the period of conversion of 2012, the conversion price has been set at the average closing price of the share traded in the CSE 30 trading days prior to the start of each period of conversion. For the conversion periods of 2013, the conversion price has been set at the average closing price of the bank’s share trading in the CSE 30 days prior start of each period of conversion minus 5%. For the conversion periods of 2014, the conversion price has been set at the average closing price of the bank’s share trading in the CSE 30 days prior start of each period of conversion minus 15%.
The Bank has the right for an early acquisition of the Convertible Bond as a whole and not part of it, cash, in its nominal value together with any earned interests on June 30, 2015 or any interest payment date that follows, after the Central Bank of Cyprus approval.
The Convertible Bonds that will be acquired by the Company will be cancelled and the Company ceases to have any obligations in relation to this.
The Board of Directors is authorized to take all necessary measures for the offer and issue of Convertible Bonds, as well as the setting of all other issue terms.
In addition, the Board of Directors is authorized – if deemed necessary taking into account the prevailing conditions before the approval of the issue by the competent authorities – to change the issue terms of the Convertible Bonds as to the interest rate and to increase or decrease it by up to 1%, as well as to change the conversion price by up to 10%.
Pursuant to the provisions of article 60B(5) of the Companies’ Law Chapter 113 and taking into account the Articles of Association, the existing shareholders disclaim their preference rights in relation to the above issue of Convertible Bonds that will remain indisposed after the offer of the Convertible Bonds.
The Board of Directors is authorized to cooperate with the external consultants of the Company in the submission of an application to the CSE and the preparation of the relevant Prospectus for the issue, allocation and listing of the Convertible Bond and the shares that will emerge and will rank pari passu with the existing shares, pursuant to the relevant law and regulations.
Further to the approval of the aforementioned resolutions, the Bank will take all necessary measures to secure the approvals for the offer and the listing of Rights and the Convertible Bonds in the CSE, which include approvals of the a) the Prospectus by the SEC, b) the application for the listing of securities by the CSE. Given that the necessary approvals will be secured, the Convertible Bonds and the Rights as well as the new shares that will result will be listed in the CSE.
The nominal capital of the Bank will remain at €85,500,000 divided into 150,000,000 ordinary shares of nominal value €0.57 each.
We also wish to inform you that after the end of the EGM, the Board of Directors held a meeting and decided to issue Non-Convertible Bonds of 10-year duration of total value of up to €8,000,000 which will be offered with private placement to a limited number of persons who will submit an application of at least €100,000 each. The issue terms will be subject to the Central Bank’s approval. With the issue of bonds, the relevant applications for their listing in the CSE will be submitted to the CSE and the SEC.
