EX-RIGHTS DATE OF PRE-EMPTION RIGHT: 10/07/2007.
PERIOD OF EXERCISE OF PRE-EMPTION RIGHT (Subscription Period): 16/07/2007- 30/07/2007.
TRADING PERIOD OF PRE-EMPTION RIGHT: 16/07/2007 - 24/07/2007.
The Board of Directors of the Company TECHNICAL OLYMPIC S.A. (the Company) notifies its Shareholders the following: The company?s Board of Directors in its session of 18/07/2007 decided, based on the authority granted to the Board by the Repeat General Meeting of the Shareholders dated 14/07/2007 (under the Κ2-103621/18.8.2005 approval decision of the Ministry of Development), the Increase of the Share Capital of the Company up to the amount of EUROS thirty three million one hundred and twenty five thousand (33,125,000 euro), by the issue of thirty three million one hundred and twenty five thousand (33,125,000) new ordinary registered shares, each of a nominal value of EURO 1.00, with payment in cash. The existing shareholders of the Company are entitled to participate in the Increase of the Share Capital with a proportion of one (1) new ordinary registered share for each four (4) existing ordinary registered shares. The offer price of the New Shares amounts to one EURO and 5 cents (1.05 euro) per share. The difference between the Offer Price and the nominal value of each share, amounting in total to one million six hundred and fifty six thousand two hundred and fifty EUROS (1,656,250.00 euro) shall be brought, pursuant to the law and the Articles of Association, to the credit of the account ?Reserves from issue of shares above par?.
Following the above-mentioned increase, the share capital of the Company amounts to one hundred sixty five million six hundred ad twenty five thousand EUROS (165,625,000 euro) and is divided into one hundred sixty five million six hundred ad twenty five thousand (165,625,000) ordinary registered shares, each of a nominal value of one EURO (1.00 euro).
The net proceeds of the said issue shall amount to thirty four million seven hundred eighty one thousand and two hundred and fifty EUROS (34,781,250 euro).
On 29/06/2007, the decision of the Minister of Development No Κ2-9942/29-6-2007 was registered in the Registry of Soci?t?s Anonymes, regarding the decision of the Board of Directors for the increase of the share capital with payment in cash, by the authority granted to the Board by the Repeat General Meeting of the Shareholders on 14.07.2005. The pre-emption right for this increase with payment in cash lies with the shareholders ? holders of shares of the Company as of the conclusion of the session of the Athens Stock Exchange (ATHEX) on 09/07/2007 (Record Date). From 0/07/2007 (Ex-Rights Date) the shares of the Company shall be traded in the ATHEX without the right to participate in the increase of the share capital with payment in cash. By the same date i.e. 03/07/2007, the price of the shares of the Company in the ATHEX shall be formed pursuant to the ATHEX regulation, in combination with the resolution No. 35/24.11.2005 of the BoD of ATHEX as in force.
Pursuant to the resolution of the General Meeting of the Shareholders dated 27/06/2007, the Offer Price of the New Shares may exceed the stock market price at the time of the ex-rights date, pursuant to the provisions of Article 306 of the ATHEX regulations. The period of exercise of the pre-emption right is set from 16/07/2007 to 30/07/2007 (Subscription Period). The commencement of the trading for the rights in the electronic trading system of the ATHEX coincides with the commencement of the period of their exercise. It is noted that the trading of the rights shall be prohibited for the last four (4) business days prior to the expiration of the period of their exercise. The conclusion of the session on 24/07/2007 is set as the date of expiration of the trading of rights in the electronic trading system of the ATHEX. The pre-emption rights for the acquisition of New Shares are transferable and shall constitute the object of trading in the Athens Stock Exchange. The rights shall be credited in the investor account of each beneficiary in the Dematerialised System of Securities ("SAT") on the date of the commencement of their trading. The rights not exercised until the expiration of the exercise period (i.e. until 30/07/2007) shall not be valid. The exercise of the pre-emption right shall be performed during business days and hours through the whole network of branches of NATIONAL BANK OF GREECE S.A.. For the exercise of the pre-emption right, the Shareholders must present their Identity Card, the printout of the SAT, their Tax Registration Number as well as the relevant Certificate of Undertaking of Rights, which must be requested by the operator of their account [or by HELLENIC EXCHANGE S.A. (HELEX), former CENTRAL SECURITIES DEPOSITORY S.A., (CSD) if their shares are registered in the Special Account in the SAT]. It is further noted that the Shareholders, during the exercise of their rights must also state: a) investor account record number in SAT, b) the securities account number in SAT and c) the authorized securities account operator in SAT. Upon their subscription, the Shareholders, during the exercise of their rights must pay the price of the new shares (1.05 EURO per share), for which they subscribe in a special account, which has already been opened by the Company in the NATIONAL BANK OF GREECE S.A. and the BANK OF CYPRUS PUBLIC COMPANY LTD. to that extent, directly without any interference by the Company. The Shareholders who have subscribed shall receive a relevant receipt, which is not a security, does not constitute a provisionary title and may not be traded in the ATHEX.
In case that after the exercise of the pre-emption right New Shares are still remaining, the shareholders who have the pre-emption to participate in the share capital increase, are granted the pre-subscription right for the acquisition of additional shares on the Offer Price, up to 20% of the New Shares corresponding to the pre-emption rights exercised by the beneficiaries.
The beneficiaries may exercise their pre-subscription rights by depositing the amount to the special accounts at the above mentioned banks. The company?s Board of Directors will distribute these shares pro rata, based on the pre-subscription amounts deposited by each beneficiary shareholder.
In case that after the exercise of the pre-emption rights and the pre-subscription rights there are still remaining shares, the Board of Directors of the Company will allocate those in its discretion, otherwise the share capital of the Company will be increased up to the amount of the final covered amount, pursuant to article 13a of C.L. 2190/1920.
No fractions of shares shall be issued; therefore shareholders are adviced to acquire a certain number of pre-emption rights whereby, upon the exercise of the pre-emption rights, they provide a whole number of shares.
The New Shares which shall derive from the said Increase shall be in dematerialized form and shall be entitled to a dividend from the profits of the financial year 2007.
The Prospectus for the Increase of the Share Capital of the Company, in the form approved by the Board of Directors of Hellenic Capital Market Commission on 29/06/2007, is available in printed form at the offices of the Company, located in Alimos, 20 Solomou Str. as well as in electronic form in the ATHEX website (www.ase.gr), in the Hellenic Capital Market Committee website (www.hcmc.gr) and in the Company website (www.techol.gr).
The date of commencement of the trading of the New Shares in the Athens Stock Exchange, after the completion of the Increase of the Share Capital, shall be decided by the Board of Directors of the Company and shall be notified by separate announcement.
For more information the Shareholders are kindly requested to address the Investor Relations Department of the Company during business days and hours (tel. 210-9977000, Fax: 210-9916251).