The Extraordinary General Meeting of the Shareholders of Alpha Services and Holdings was held today, Tuesday, June 15, 2021, at 10:00 hours, remotely and in real time, via videoconference.
The General Meeting approved with 84.9% (*) of positive votes and a quorum of 57.3% the sole item of the agenda, namely the Share Capital Increase of the Company up to Euro 0.8 billion through payment in cash and the issuance of new, common, registered, voting, dematerialized shares, the amendment of article 5 of the Articles of Association of the Company, as a result of the Share Capital Increase as well as the abolition of the preemption rights of the existing Shareholders. In addition, the General Meeting authorized the Board of Directors pursuant to article 25 par. 2 of law 4548/2018 to determine the offer price of the new shares and to define and specify the terms of the Share Capital Increase and offering of the new shares.
Mr. Vasileios T. Rapanos, Chairman of the Board of Directors of the Company, stated that “in the emerging new environment of positive prospects, we want our Bank to play a leading role in the financing of the Greek economy in anticipation of a strong, investment-led, recovery”.
Mr. Vassilios E. Psaltis, Group CEO, emphasized that “the Bank is raising growth capital to support our Customers in taking full advantage of the opportunities that lie ahead, which will allow for a strong value creation for our Shareholders”.
The resolutions of the Extraordinary General Meeting in detail:
The Extraordinary General Meeting:
- Approved the raising of common share capital (the “Share Capital Increase”) amounting up to €0.8 billion, through payment in cash, the abolition of preemption rights and the issuance of new common, registered, voting, dematerialized shares, each of nominal value of €0.30 (the “New Shares”).
- Authorized the Board of Directors, pursuant to the provisions of article 25, par. 2 of Law 4548/2018, to determine the offer price of the New Shares (the “Offer Price”), which cannot be less than the nominal value of €0.30, based on the results of a book building process to be conducted by a syndicate of international investment banks led by Goldman Sachs Bank Europe SE and J.P. Morgan AG (the “Global Coordinators and Bookrunners”). Citigroup Global Markets Europe AG is acting as Senior Joint Bookrunner and Barclays Bank Ireland PLC and AXIA Ventures Group Limited are acting as Joint Bookrunners.
- Resolved that the subscription period for the Share Capital Increase shall be up to four (4) months commencing as of the resolution of the Board of Directors which shall determine the Offer Price.
- Proposed that the New Shares:
- be offered in Greece, to retail and qualified investors in the context of an offer to the public, and
- be placed outside of Greece, to qualified, institutional and other eligible investors, in the context of a private placement book building process,
- Resolved that the Public Offering and the Institutional Placement will run in parallel. The Board of Directors was authorized to determine the split of the Combined Offering between the Public Offering and the Institutional
- Resolved that existing shareholders participating in the Institutional Placement or the Public Offering shall be given a priority allocation (of the New Shares) (the “Priority Allocation”), which will be determined by the Board of Directors
- Resolved that the net amount of the Share Capital Increase (i.e. the total amount of the Share Capital Increase less the issuance expenses) will be applied for the purpose of further enhancing the capital adequacy ratios of the Company and its group of companies, in the context of facilitating/accelerating the execution of its announced growth
- Resolved that the application for the admission to trading of the New Shares on the Main Market of the Athens Exchange shall be submitted by the Company after the completion of the Combined Offering and payment of the subscription funds of the Share Capital Increase. The New Shares shall be entitled to receive dividend for the financial year of 2021 and onwards, subject to all applicable laws
- Resolved the amendment of Article 5 of the Articles of Association of the Company.
- Authorized the Board of Directors to complete the missing details in the articles of the Articles of Association under amendment above pursuant to the results of the Share Capital Increase, determine any other matter of the Share Capital Increase and the Combined Offering of the New Shares within the context of the present EGM resolution, and proceed with any necessary action, deed or juridical act for the purposes of implementing the Share Capital
(*) Quorum & Voting in detail:
VALID VOTES: 849,783,909 (95.92%) / ABSTENTION: 36,137,907 (4.08%) / VOID VOTES: 0 (0.00%)
FOR: 752,108,434 (84.90%)
AGAINST: 97,675,475 (11.02%)
Tentative timetable of the Share Capital Increase
|June 15||Extraordinary General Meeting to approve the Capital Increase|
|End of June||Expected start of bookbuilding process|
|Mid July||Closing of Capital Increase and commencement of trading of the new shares|