National Bank of Greece S.A. and National Investment Co. S.A. sign agreement draft with respect to their merger by the acquisition of the latter from the first.
The Board of Directors of the companies National Bank of Greece S.A. and National Investment Co. S.A. announces herewith that on 26/05/2005 the two companies signed the relevant draft pertaining to the merger by acquisition of the latter from the first.
In summary, the terms of the said merger agreement draft are as follows:
1. The merger of the aforementioned companies, through the acquisition of National Investment Co. S.A. from National Bank of Greece S.A. is carried through the consolidation of the assets and liabilities of the two companies, as such are depicted in restructuring balance sheets of May 31, 2005.
2. The share capital of the acquiring company will be increased by ?123,585,616.50, through the issue of 5,023,534 new shares, of a par value of ?4.80, which subsequently will be distributed to the shareholders of the acquired company and through the increase of the par value of the existing shares, i.e. from euro 4.50 to euro 4.80.
3. In the new share capital of the acquiring company, i.e. euro 1,615,675,416.00 bn, the shareholders of the acquiring company-prior to the merger-will participate by euro 1,591,562,452.80 bn, while the other shareholders of the acquired company will participate by euro 24,112,963.20, in accordance with the following shares? exchange ratio:
(i) Each one of the old shares of the shareholders of the acquiring company will correspond to 1 new share.
(ii) Each 12 old shares of the shareholders of the acquired company will correspond to 1 new share.
4. The 5,023,534 newly-issued shares of the acquiring company, due to the merger, will be credited via the Central Securities Depository in Athens, according to the aforementioned shares? exchange ratio, to the accounts that the shareholders of the acquired company observe in the DSS of the CSD, within 15 days from the relevant decision of the ATHEX Board of Directors, which approved the prospectus on the said merger and the listing of the newly-issued shares to trading and in any case, within 10 days from the time the ministerial decision on the merger is registered in the Official Register of Societes Anonymes.
5. The new shares of the shareholders of the acquired company will be entitled to participate in the profits of the fiscal year 2005 of the acquiring company.