Announcement of 05.11.2021

Resolutions of the Board of Directors of Attica Bank in the context of the Share Capital Increase

Attica Bank S.A. ("the Bank») following the announcement of 03.11.2021, informs investors that, the Bank's Board of Directors at its meeting of 05.11.2021, pursuant to the authorization granted to the BoD by the resolutions of 07.07.2021 and 15.09.2021 of the General Meeting of the Bank's shareholders, approved the following:

  1. The share capital increase, up to the amount of 240,000,000 Euros (the "Increase"), with the issuance up to 1,200,000,000 new, common, registered shares with voting rights with a nominal value of € 0.20 each (the "New Shares"), through cash payment with pre-emptive rights in favour of its existing shareholders. The beneficiaries of pre-emptive rights in the Increase will be entitled to acquire New Shares with a ratio of 49.5265161872259 New Shares to 1 old one. In the event that the amount of the Increase is not fully covered, the share capital will be increased up to the amount of the l coverage, in accordance with article 28 of L 4548/2018.
  2. The offer price of the New Shares at 0.20 Euros per New Share (the «Offer Price»).
  3. No fractions of New Shares will be issued and the New Shares that resulting from the Increase to be entitled to a dividend from the profits of the fiscal year (01.01.2021- 31.12.2021) and henceforth, in accordance with the applicable legislation and the Bank's Articles of Association, if the Ordinary General Meeting of the Bank decides on the distribution of a dividend for the said fiscal year and, in addition, if the New Shares have been credited to the accounts of the beneficiaries identified through the Intangible Securities System (DSS) managed by the company "Hellenic Central Securities Depository S.A", on the cut-off date of pre-emptive rights to receive a dividend.
  4. The deadline for the payment of the Increase will not exceed four (4) months from the day of registration of the decision of the Board of Directors in the Business Registry, according to article 20 par. 2 of L. 4548/2018.
  5. The deadline for the exercise of the pre-emptive rights of the existing shareholders, according to article 26 par. 2 of Law 4548/2018, cannot be less than fourteen (14) days. The cut-off date of the pre-emptive right, the record date, the end date of the pre-emptive rights trading period and the end date of the exercise of pre-emptive rights will be set at a next meeting of the Board of Directors.
  6. Beneficiaries of pre-emptive rights in the Increase are:
    1. All the shareholders registered in the DSS records managed by Athex SA (the HELEX former central securities depository) on the date of registration of beneficiaries (record date), according to article 5.2 of the ATHEX Regulations, if they retain these rights at the time of their exercise,
    1. those who acquire pre-emptive rights during the trading period on the ATHEX.
  1. In the event that after the timely exercise or amortization of the pre-emptive rights there still are unallocated New Shares (the "Unallocated Shares") these share should be exercised at the Offering Price, at the discretion of the Board of Directors of the Bank.
  2. The report of the Board of Directors according to article 22 par. 1 and 2 of Law 4706/2020, as well as paragraph 4.1.3.13.2 of the Regulation of the Athens Stock Exchange, which will be published in accordance with the Law.
  3. The authorization of the Bank's executives to acquire all necessary actions and represent the Bank on the Hellenic Capital Market Commission for the submission and approval of the prospectus, in accordance with Regulation (EU) 2017/1129, for the offer and introduction of New Shares on the ATHEX, as well as before any other competent authority for the implementation of the resolutions of the Board of Directors concerning the Share Capital Increase
  4. The relevant amendment of article 5 of the Bank's Articles of Association, so as to reflect the relevant alteration in the Bank's share capital.

Further information concerning the Bank, the New Shares and the Increase will be incorporated in the Prospectus that will be prepared in accordance with the provisions of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017, of the delegated Regulations (EU) 2019/979 and 2019/980 of Commission of 14 March 2019, the applicable provisions of Law 4706/2020 and the executive resolutions of the Hellenic Capital Market Commission, as in force, to be approved by the Hellenic Capital Market Commission, for the approval and disposal of which the investors will be informed through a new corporate announcement.

Furthermore, the Bank informs investors that at its same meeting, the Board of Directors announced a preferred private investor from the investors who had submitted relevant offers at the stage of preparatory actions for the Bank's share capital increase and that with the assistance of the financial advisors of the Bank, "AXIA Ventures Group Ltd " and " EUROXX SECURITIES SA ", the discussions with the preferred investor will continue in order to explore its participation in the Increase and in the further capital increase of the Bank.

ATTICA BANK S.A.

Attachments

  • Original document
  • Permalink

Disclaimer

Attica Bank SA published this content on 05 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 November 2021 15:57:01 UTC.